Delaware
|
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7374
|
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13-2740040
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
Alexander D. Lynch
Corey R. Chivers Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) |
| |
Lesley Bolger
Thryv Holdings, Inc. 2200 West Airfield Drive P.O. Box 619810 DFW Airport, Texas 75261 (972) 453-7000 |
Large accelerated filer
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☐
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Accelerated filer
|
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☐
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Non-accelerated filer
|
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of Each Class of Securities to be Registered
|
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Amount to be
Registered |
| |
Proposed Maximum
Offering Price Per Share |
| |
Proposed Maximum
Aggregate Offering Price(1) |
| |
Amount of
Registration Fee |
Common Stock, $0.01 par value per share
|
| |
26,726,538
|
| |
Not applicable
|
| |
$31,537,314.84
|
| |
$4,093.54
|
(1)
|
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act. Given that there is no proposed maximum offering price per share of common stock, the Registrant calculated the proposed maximum aggregate offering price by analogy to Rule 457(f)(2), based on the book value of $1.18 per share of the common stock the Registrant registered, which was calculated from its unaudited condensed consolidated balance sheet as of June 30, 2020. Given that the Registrant’s common stock is not traded on an exchange or over-the-counter on a recent or sustained basis, the Registrant did not use the market prices of its common stock in accordance with Rule 457(c).
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Page
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•
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Print Yellow Pages. Print marketing solutions through our owned and operated Print Yellow Pages (“PYPs”), which carry “The Real Yellow Pages” tagline;
|
•
|
Internet Yellow Pages. Digital marketing solutions through our proprietary Internet Yellow Pages (“IYPs”), including Yellowpages.com, Superpages.com and Dexknows.com;
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•
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Search Engine Marketing. Search engine marketing (“SEM”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp and other major engines and directories; and
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•
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Other Digital Media Solutions. Other digital media solutions, which include stand-alone websites, online display and social advertising, online presence and video and search engine optimization (“SEO”) tools.
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|
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Six Months Ended June 30,
|
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Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||||||||
Marketing Services
|
| |
|
| |
|
| |
|
| |
|
| |
|
PYP
|
| |
$276,547
|
| |
$331,121
|
| |
$605,952
|
| |
$798,838
|
| |
$542,745
|
IYP
|
| |
144,267
|
| |
175,592
|
| |
339,416
|
| |
379,687
|
| |
259,526
|
SEM
|
| |
90,659
|
| |
122,443
|
| |
232,345
|
| |
328,814
|
| |
288,161
|
Other
|
| |
47,576
|
| |
63,122
|
| |
115,082
|
| |
152,447
|
| |
152,582
|
Total Marketing Services
|
| |
$559,049
|
| |
$692,278
|
| |
$1,292,795
|
| |
$1,659,786
|
| |
$1,243,014
|
•
|
Thryv®, our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses and franchises “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as customer relationship management (“CRM”), omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.
|
•
|
Thryv Leads® and add-ons. Thryv Leads is our integrated lead management solution, and we offer a range of add-ons that can be purchased in conjunction with our Thryv platform including, but not limited to, website development, SEO tools, and a console that facilitates a franchisor’s oversight and management of day-to-day operations of multiple locations (“Hub by Thryv”).
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|
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Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||||||||
SaaS
|
| |
|
| |
|
| |
|
| |
|
| |
|
Thryv platform
|
| |
$45,194
|
| |
$50,048
|
| |
$96,405
|
| |
$111,875
|
| |
$72,755
|
Thryv Leads and add-ons
|
| |
17,939
|
| |
14,802
|
| |
32,174
|
| |
12,740
|
| |
2,397
|
Total SaaS
|
| |
$63,133
|
| |
$64,850
|
| |
$128,579
|
| |
$ 124,615
|
| |
$ 75,152
|
•
|
Rising Expectations of the Digital Consumer. Consumers have grown accustomed to sophisticated web platforms and mobile applications that deliver modern solutions. Large enterprises have optimized experiences such as one-click e-commerce, instant ride-sharing, and food delivery applications. Many SMBs are challenged to create these “frictionless” customer experiences by themselves.
|
•
|
Increasingly Fragmented Consumer Marketplace. As a growing majority of consumers turn to digital platforms and applications for information, SMBs face challenges in finding ways to connect with their customers. Meanwhile, a subset of consumers still prefers traditional forms of media, such as print. We believe it is increasingly difficult for SMBs to target both of these consumer segments with a coherent strategy.
|
•
|
Businesses Are Challenged to Determine Which Advertising Is Effective. The old John Wanamaker adage, “Half the money I spend on advertising is wasted; the trouble is, I don’t know which half,” is still true. We believe the print and digital advertising choices for SMBs have become overwhelming and that many SMBs benefit from assistance in identifying the most advantageous advertising medium.
|
•
|
your ability to sell your common stock at or above the price you bought them for due to (i) our listing not having the same safeguards as an underwritten initial public offering, which may result in the public price of our shares of common stock being volatile and declining significantly and rapidly upon listing, or (ii) the failure of an active, liquid, and orderly market for our shares of common stock to develop or be sustained;
|
•
|
none of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the market price of our common stock to decline;
|
•
|
significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties;
|
•
|
we may not maintain profitability;
|
•
|
we may not manage our growth effectively;
|
•
|
we may not be able to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
|
•
|
the effect of COVID-19 (as defined below) on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
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•
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we may not maintain our strategic relationships with third-party service providers;
|
•
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internet search engines and portals potentially terminating or materially altering their agreements with us;
|
•
|
we may not keep pace with rapid technological changes and evolving industry standards;
|
•
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our SMB clients potentially opting not to renew their agreements with us or renewing at lower spend;
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•
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potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;
|
•
|
our potential failure in identifying and acquiring suitable acquisition candidates; and
|
•
|
the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees.
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|
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Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
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2020(1)(2)
|
| |
2019(1)(2)
|
| |
2019(1)(2)
|
| |
2018(1)(2)
|
| |
2017(2)
|
|
| |
(in thousands, except share
and per share data) |
| |
(in thousands, except share
and per share data) |
|||||||||
|
| |
(unaudited)
|
| |
|
|||||||||
Revenue
|
| |
$622,182
|
| |
$757,128
|
| |
$1,421,374
|
| |
$1,784,401
|
| |
$1,318,166
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| ||
Cost of services (exclusive of depreciation and amortization)
|
| |
191,594
|
| |
255,285
|
| |
476,355
|
| |
647,288
|
| |
553,293
|
Sales and marketing
|
| |
141,164
|
| |
182,913
|
| |
352,740
|
| |
469,238
|
| |
370,548
|
General and administrative
|
| |
82,547
|
| |
96,375
|
| |
179,956
|
| |
238,554
|
| |
223,887
|
Depreciation and amortization
|
| |
75,429
|
| |
104,814
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
Impairment charges(3)
|
| |
18,230
|
| |
4,999
|
| |
—
|
| |
—
|
| |
—
|
Total operating expenses
|
| |
508,964
|
| |
644,386
|
| |
1,215,321
|
| |
1,622,055
|
| |
1,449,163
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating income (loss)
|
| |
113,218
|
| |
112,742
|
| |
206,053
|
| |
162,346
|
| |
(130,997)
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(37,942)
|
| |
(47,402)
|
| |
(92,951)
|
| |
(82,697)
|
| |
(67,815)
|
Other components of net periodic pension costs
|
| |
(1,137)
|
| |
(3,686)
|
| |
(53,161)
|
| |
(516)
|
| |
(40,804)
|
(Loss) gain on early extinguishment of debt
|
| |
—
|
| |
(6,375)
|
| |
(6,375)
|
| |
(18,375)
|
| |
751
|
Income (loss) before (provision) benefit for income taxes
|
| |
74,139
|
| |
55,279
|
| |
53,566
|
| |
60,758
|
| |
(238,865)
|
(Provision) benefit for income taxes
|
| |
(34,573)
|
| |
(17,450)
|
| |
(18,062)
|
| |
(8,487)
|
| |
67,541
|
Net income (loss)
|
| |
$39,566
|
| |
$37,829
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
Net income (loss) per common share:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
$1.24
|
| |
$0.78
|
| |
$0.87
|
| |
$0.91
|
| |
$(3.04)
|
Diluted
|
| |
$1.15
|
| |
$0.74
|
| |
$0.82
|
| |
$0.88
|
| |
$(3.04)
|
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
32,007,114
|
| |
48,332,797
|
| |
40,845,128
|
| |
57,331,622
|
| |
56,436,681
|
Diluted
|
| |
34,414,996
|
| |
51,307,184
|
| |
43,465,998
|
| |
59,631,195
|
| |
56,436,681
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020(1)(2)
|
| |
2019(1)(2)
|
| |
2019(1)(2)
|
| |
2018(1)(2)
|
| |
2017(2)
|
|
| |
(in thousands)
|
||||||||||||
Other Financial Data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted EBITDA(4)
|
| |
$230,914
|
| |
$260,788
|
| |
$481,633
|
| |
$557,705
|
| |
$259,547
|
Free Cash Flow(4)
|
| |
84,896
|
| |
117,586
|
| |
244,534
|
| |
319,632
|
| |
220,801
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||
|
| |
2020(1)(2)
|
| |
2019(1)(2)
|
| |
2018(1)(2)
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||
Cash and cash equivalents
|
| |
$1,589
|
| |
$1,912
|
| |
$34,169
|
Adjusted working capital(5)
|
| |
195,384
|
| |
221,128
|
| |
321,714
|
Total assets(6)
|
| |
1,300,716
|
| |
1,388,292
|
| |
1,653,488
|
Long-term debt obligations
|
| |
658,562
|
| |
714,392
|
| |
545,861
|
Financing obligations
|
| |
55,849
|
| |
56,117
|
| |
57,343
|
Total liabilities(6)
|
| |
1,264,216
|
| |
1,361,032
|
| |
1,225,148
|
Total stockholders’ equity
|
| |
36,500
|
| |
27,260
|
| |
428,340
|
(1)
|
The Company’s operating results and financial position for the years ended December 31, 2019 and 2018 were impacted by the adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers, (“ASC 606”). The Company used the modified retrospective method of adoption. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under Accounting Standards Codification 605, Revenue Recognition, (“ASC 605”). The adoption of ASC 606 resulted in a decrease to revenues of $8.6 million for the year ended December 31, 2018. See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 2, Revenue Recognition, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information. Results for the six months ended June 30, 2020 and 2019 were both presented under ASC 606.
|
(2)
|
The Company’s operating results for the six months ended June 30, 2020 and 2019, and for the years ended December 31, 2019, 2018 and 2017 are impacted by the YP Acquisition, which occurred on June 30, 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, see Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
(3)
|
Impairment charges recorded during the six months ended June 30, 2020 are the result of the Company closing certain office buildings in response to their “Remote First” plan, announced on June 23, 2020. “Remote First” means the majority of the workforce will continue to operate in a remote working environment indefinitely. Impairment charges of $5.0 million recorded during the six months ended June 30, 2019 are due to consolidating operations at certain locations. Impairment charges of $5.7 million for the year ended December 31, 2019, which are reflected in General and administrative expense, are also due to consolidating operations at certain locations. There were no impairment charges recorded for the years ended December 31, 2018 or 2017.
|
(4)
|
Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. We define Adjusted EBITDA as Net income (loss) plus Interest expense, Provision (benefit) for income taxes, Depreciation and amortization expense, Loss (gain) on early extinguishment of debt, Restructuring and integration charges, Stock-based compensation expense, Impairment charges and non-operating expenses, such as, Other components of net periodic pension cost, Non-cash loss (gain) from remeasurement of indemnification asset and certain unusual and non-recurring charges that might have been incurred. We define Free Cash Flow as Net cash provided by operating activities less cash expenditures for additions to fixed assets and capitalized software. For a discussion of Adjusted EBITDA and Free Cash Flow, please refer to “Non-GAAP Financial Measures” and “Selected Historical Consolidated Financial Data and Other Data – Non-GAAP Financial Measures,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following is the reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income:
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Reconciliation of Adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$ 39,566
|
| |
$ 37,829
|
| |
$ 35,504
|
| |
$ 52,271
|
| |
$ (171,324)
|
Interest expense
|
| |
37,942
|
| |
47,402
|
| |
92,951
|
| |
82,697
|
| |
67,815
|
Provision (benefit) for income taxes
|
| |
34,573
|
| |
17,450
|
| |
18,062
|
| |
8,487
|
| |
(67,541)
|
Depreciation and amortization expense
|
| |
75,429
|
| |
104,814
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
Loss (gain) on early extinguishment of debt
|
| |
—
|
| |
6,375
|
| |
6,375
|
| |
18,375
|
| |
(751)
|
Restructuring and integration charges(a)
|
| |
17,192
|
| |
22,904
|
| |
45,960
|
| |
87,307
|
| |
65,645
|
Transaction costs(b)
|
| |
9,766
|
| |
—
|
| |
6,081
|
| |
—
|
| |
—
|
Stock-based compensation expense(c)
|
| |
(5,484)
|
| |
14,399
|
| |
14,119
|
| |
39,604
|
| |
23,364
|
Other components of net periodic pension cost(d)
|
| |
1,137
|
| |
3,686
|
| |
53,161
|
| |
516
|
| |
40,804
|
Non-cash loss (gain) from remeasurement of indemnification asset(e)
|
| |
4,418
|
| |
910
|
| |
4,093
|
| |
(9,518)
|
| |
(6,191)
|
Impairment charges(f)
|
| |
18,230
|
| |
4,999
|
| |
—
|
| |
—
|
| |
—
|
Other(g)
|
| |
(1,855)
|
| |
20
|
| |
(943)
|
| |
10,991
|
| |
6,291
|
Adjusted EBITDA
|
| |
$ 230,914
|
| |
$ 260,788
|
| |
$481,633
|
| |
$557,705
|
| |
$259,547
|
(a)
|
For the six months ended June 30, 2019, and for the years ended December 31, 2019, 2018 and 2017, restructuring and
|
(b)
|
Expenses related to the direct listing and other transaction costs.
|
(c)
|
The Company records stock-based compensation expense related to the amortization of grant date fair value of the Company’s liability classified stock-based compensation awards. Additionally, stock-based compensation expense includes the remeasurement of these awards at each period end. See Note 3, Fair Value Measurements, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.
|
(d)
|
Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension cost relates to the annual mark to market pension remeasurement. The Company recorded a remeasurement loss of $0.7 million for the six months ended June 30, 2020. No remeasurement losses were recorded for the six months ended June 30, 2019. The Company recorded a remeasurement loss of $45.4 million during the year ended December 31, 2019, a remeasurement gain of $3.5 million during the year ended December 31, 2018 and a remeasurement loss of $40.3 million during the year ended December 31, 2017. See Note 12 and Note 8, Pensions, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements, respectively, included elsewhere in this prospectus for more information.
|
(e)
|
In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date. The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the uncertain tax position (“UTP”) liability or the current fair value of the 1,804,715 shares of the Company's common stock issued to the seller as part of the purchase consideration (the “Shares”). See Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
(f)
|
Impairment charges recorded during the six months ended June 30, 2020 are due to the Company closing certain office buildings as part of becoming a “Remote First” company. Impairment charges of $5.0 million and $5.7 million recorded during the six months ended June 30, 2019 and the year ended December 31, 2019, respectively, are due to consolidating operations at certain locations and are included in Restructuring and integration charges in the statement of operations. There were no impairment charges recorded for the years ended December 31, 2018 or 2017.
|
(g)
|
Other primarily includes expenses related to potential non-income based tax liabilities.
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Reconciliation of Free Cash Flow
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
$ 97,871
|
| |
$ 123,542
|
| |
$ 270,599
|
| |
$ 347,061
|
| |
$ 240,793
|
Cash expenditures for additions to fixed assets and capitalized software
|
| |
(12,975)
|
| |
(5,956)
|
| |
(26,065)
|
| |
(27,429)
|
| |
(19,992)
|
Free Cash Flow
|
| |
$84,896
|
| |
$117,586
|
| |
$244,534
|
| |
$319,632
|
| |
$220,801
|
(5)
|
Adjusted working capital is defined as current assets minus current liabilities excluding current maturities of long-term debt obligations, as applicable.
|
(6)
|
The Company’s financial position for the six months ended June 30, 2020 and 2019, and for the year ended December 31, 2019 were impacted by the adoption of Accounting Standards Codification 842, Leases (“ASC 842”). The Company used the modified retrospective method of adoption. For reporting periods beginning January 1, 2019, leases are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under Accounting Standards Codification 840, Leases (“ASC 840”). As of December 31, 2019, the consolidated balance sheet included an operating lease liability of $38.4 million and right-of-use assets of $39.0 million. As of June 30, 2020, the unaudited condensed consolidated balance sheet included an operating lease liability of $34.4 million and right-of-use assets of $23.3 million. See Note 1, Description of Business and Summary of Significant Accounting Policies to our audited annual consolidated financial statements and Note 10, Leases, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
•
|
other print media companies;
|
•
|
cloud-based business automation providers;
|
•
|
email marketing software vendors;
|
•
|
sales force automation and CRM software vendors;
|
•
|
website builders and providers of other digital tools, including low cost, less experienced do-it-yourself providers;
|
•
|
marketing agencies and other providers of SEM, SEO, display and social advertising and other digital marketing services; and
|
•
|
large-scale SaaS enterprise suites who are moving down market and targeting SMBs.
|
•
|
changes due to rapid technological advances;
|
•
|
additional qualification requirements related to technological challenges; and
|
•
|
evolving industry standards and changes in the regulatory and legislative environment.
|
•
|
difficulties in converting the clients of the acquired business onto our Thryv platform;
|
•
|
difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms;
|
•
|
diversion of management’s attention;
|
•
|
incurrence of significant amounts of additional debt;
|
•
|
creation of significant contingent earn-out obligations or other financial liabilities;
|
•
|
difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies;
|
•
|
and retention of personnel;
|
•
|
entry into unfamiliar segments;
|
•
|
adverse effects to our existing business relationships with business partners and clients as a result of the acquisition;
|
•
|
retaining key employees and maintaining the key business and client relationships of the businesses we acquire;
|
•
|
cultural challenges associated with integrating employees from the acquired company into our organization;
|
•
|
unanticipated problems or legal liabilities; and
|
•
|
tax and accounting issues.
|
•
|
loss or delayed market acceptance and sales;
|
•
|
breach of warranty or other contractual claims for damages incurred by clients;
|
•
|
loss of clients;
|
•
|
diversion of development and client service resources; and
|
•
|
injury to our reputation;
|
•
|
prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable stock exchange rules;
|
•
|
create or expand the roles and duties of our Board and committees of the Board;
|
•
|
institute more comprehensive financial reporting and disclosure compliance functions;
|
•
|
enhance our investor relations function; and
|
•
|
involve and retain to a greater degree outside counsel and accountants in the activities listed above.
|
•
|
our ability to attract new clients;
|
•
|
our ability to manage our declining Marketing Services revenue;
|
•
|
the timing of recognition of revenues;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
|
•
|
network outages or security breaches;
|
•
|
general economic, industry and market conditions;
|
•
|
client renewals;
|
•
|
increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
seasonal variations in our client subscriptions;
|
•
|
fluctuation in market interest rates, which impacts debt interest expense;
|
•
|
any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and
|
•
|
the impact of new accounting rules.
|
•
|
increase our vulnerability to adverse changes in general economic and industry conditions and competitive pressures;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
restrict us from pursuing business opportunities as they arise or from successfully carrying out plans to expand our business;
|
•
|
make it more difficult to satisfy our financial obligations, including payments on our indebtedness;
|
•
|
place us at a disadvantage compared to our competitors that have less debt; and
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.
|
•
|
incur additional indebtedness;
|
•
|
issue preferred stock;
|
•
|
create, incur, assume or permit liens;
|
•
|
consolidate, merge, liquidate, wind up or dissolve;
|
•
|
make, purchase, hold or acquire investments, including acquisitions, loans and advances;
|
•
|
pay dividends or make other distributions in respect of equity;
|
•
|
make payments in respect of junior lien or subordinated debt;
|
•
|
sell, transfer, lease, license or sublease or otherwise dispose of assets;
|
•
|
enter into any sale and leaseback transactions;
|
•
|
enter into any swap transactions;
|
•
|
engage in transactions with affiliates;
|
•
|
enter into any restrictive agreement;
|
•
|
materially alter the business that we conduct;
|
•
|
change our fiscal year for accounting and financial reporting purposes;
|
•
|
permit any subsidiary to, make or commit to make any capital expenditure; and
|
•
|
amend or otherwise change the terms of the documentation governing certain restricted debt.
|
•
|
There are no underwriters. Consequently, prior to the opening of trading on Nasdaq, there will be no book building process and no price at which underwriters initially sold shares to the public to help
|
•
|
There is not a fixed or determined number of shares of common stock available for sale in connection with the registration and the listing. Therefore, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, shares of common stock on Nasdaq. Alternatively, we may have a large number of Registered Stockholders or other existing stockholders, who choose to sell their shares of common stock in the near term, resulting in potential oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq.
|
•
|
None of our Registered Stockholders or other existing stockholders has entered into contractual lock-up agreements or other contractual restrictions on transfer. In an underwritten initial public offering, it is customary for an issuer’s officers, directors and most or all of its other stockholders to enter into a 180-day contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such initial public offering. Consequently, any of our stockholders, including our directors and officers who own our common stock and other significant stockholders, may sell any or all of their shares of common stock at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant volume in a short period of time following the listing, it may result in an oversupply of our common stock in the market, which could adversely impact the public price of our common stock. See also “— None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Following our listing, sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the market price of our common stock to decline.”
|
•
|
We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our common stock on Nasdaq. Instead, we intend to host an investor day and engage in certain other investor education meetings without our financial advisor. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We intend to prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation and to make the presentation publicly available, without restrictions, on our website. There can be no guarantee that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to our common stock or sufficient demand among potential investors immediately after our listing, which could result in a more volatile public price of our common stock.
|
•
|
Such differences from an underwritten initial public offering could result in a volatile market price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any shares of common stock that you may purchase.
|
•
|
the number of shares of our common stock publicly owned and available for trading;
|
•
|
overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions;
|
•
|
actual or anticipated fluctuations in our revenue or other operating metrics;
|
•
|
our actual or anticipated operating performance and the operating performance of our competitors;
|
•
|
changes in the financial projections we provide to the public or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
|
•
|
any major change in our Board, management, or key personnel;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally;
|
•
|
lawsuits threatened or filed against us;
|
•
|
other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and
|
•
|
sales or expected sales of our common stock by us and our officers, directors and principal stockholders, including Mudrick Capital.
|
•
|
provide for a classified Board with staggered three-year terms;
|
•
|
do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
|
•
|
delegate the sole power of a majority of the Board to fix the number of directors;
|
•
|
provide the power of our Board to fill any vacancy on our Board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;
|
•
|
eliminate the ability of stockholders to call special meetings of stockholders; and
|
•
|
establish advance notice requirements for nominations for election to our Board or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
•
|
significant competition for our Marketing Services solutions and SaaS offerings which include companies who use components of our SaaS offerings provided by third parties;
|
•
|
we may not maintain profitability;
|
•
|
we may not manage our growth effectively;
|
•
|
we may not be able to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
|
•
|
the effect of COVID-19 on our business, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
|
•
|
we may not maintain our strategic relationships with third-party service providers;
|
•
|
internet search engines and portals potentially terminating or materially altering their agreements with us;
|
•
|
we may not keep pace with rapid technological changes and evolving industry standards;
|
•
|
our SMB clients potentially opting not to renew their agreements with us or renewing at lower spend;
|
•
|
potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;
|
•
|
our potential failure in identifying and acquiring suitable acquisition candidates;
|
•
|
the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;
|
•
|
we may not maintain the compatibility of our Thryv platform with third-party applications;
|
•
|
we may not successfully expand our current offerings into new markets or further penetrate existing markets;
|
•
|
our potential failure to provide new or enhanced functionality and features;
|
•
|
our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
|
•
|
potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;
|
•
|
our potential failure to meet service level commitments under our client contracts;
|
•
|
our potential failure to offer high-quality or technical support services;
|
•
|
our Thryv platform and add-ons potentially failing to perform properly;
|
•
|
the potential impact of future labor negotiations; and
|
•
|
we may not protect our intellectual property rights, proprietary technology, information, processes, and know-how.
|
|
| |
As of June 30,
2020 |
|
| |
(in thousands,
except share data) (unaudited) |
Cash and cash equivalents
|
| |
$1,589
|
|
| |
|
Total debt(1)
|
| |
$658,562
|
Stockholders’ equity:
|
| |
|
Common stock - $.01 par value, 250,000,000 shares authorized; 57,463,943 shares issued and 30,829,145 shares outstanding at June 30, 2020
|
| |
574
|
Additional paid-in capital
|
| |
1,009,001
|
Treasury stock - 26,634,798 shares at June 30, 2020
|
| |
(468,588)
|
Accumulated (deficit)
|
| |
(504,487)
|
Total stockholders’ equity
|
| |
$36,500
|
Total capitalization
|
| |
$695,062
|
(1)
|
For a discussion of our existing indebtedness, see “Description of Material Indebtedness”, Note 11, Debt Obligations, to our audited annual consolidated financial statements, and Note 7, Debt Obligations, to our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus.
|
|
| |
Successor
|
| |
Predecessor
|
||||||||||||||||||
|
| |
Six Months
Ended June 30, |
| |
Years
Ended December 31, |
| |
Five Months
Ended December 31, 2016 |
| |
Seven Months
Ended July 31, 2016 |
| |
Year
Ended December 31, 2015 |
|||||||||
|
| |
2020(1)(2)
|
| |
2019(1)(2)
|
| |
2019(1)(2)
|
| |
2018(1)(2)
|
| |
2017(2)
|
| ||||||||
|
| |
(in thousands, except share
and per share data) (unaudited) |
| |
(in thousands, except share and per share data)
|
||||||||||||||||||
Revenue
|
| |
$622,182
|
| |
$757,128
|
| |
$1,421,374
|
| |
$1,784,401
|
| |
$1,318,166
|
| |
$230,341
|
| |
$712,628
|
| |
$1,498,074
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of services (exclusive of depreciation and amortization)
|
| |
191,594
|
| |
255,285
|
| |
476,355
|
| |
647,288
|
| |
553,293
|
| |
135,546
|
| |
267,330
|
| |
510,994
|
Sales and marketing
|
| |
141,164
|
| |
182,913
|
| |
352,740
|
| |
469,238
|
| |
370,548
|
| |
87,429
|
| |
176,954
|
| |
345,630
|
General and administrative
|
| |
82,547
|
| |
96,375
|
| |
179,956
|
| |
238,554
|
| |
223,887
|
| |
12,633
|
| |
87,558
|
| |
165,792
|
Depreciation and amortization
|
| |
75,429
|
| |
104,814
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
| |
128,947
|
| |
150,454
|
| |
410,415
|
Impairment charges(3)
|
| |
18,230
|
| |
4,999
|
| |
—
|
| |
—
|
| |
—
|
| |
712,795
|
| |
—
|
| |
—
|
Total operating expenses
|
| |
508,964
|
| |
644,386
|
| |
1,215,321
|
| |
1,622,055
|
| |
1,449,163
|
| |
1,077,350
|
| |
682,296
|
| |
1,432,831
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating income (loss)
|
| |
113,218
|
| |
112,742
|
| |
206,053
|
| |
162,346
|
| |
(130,997)
|
| |
(847,009)
|
| |
30,332
|
| |
65,243
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(37,942)
|
| |
(47,402)
|
| |
(92,951)
|
| |
(82,697)
|
| |
(67,815)
|
| |
(27,584)
|
| |
(134,753)
|
| |
(354,612)
|
Other components of net periodic pension cost
|
| |
(1,137)
|
| |
(3,686)
|
| |
(53,161)
|
| |
(516)
|
| |
(40,804)
|
| |
(35,702)
|
| |
(1,475)
|
| |
(14,961)
|
(Loss) gain on early extinguishment of debt
|
| |
—
|
| |
(6,375)
|
| |
(6,375)
|
| |
(18,375)
|
| |
751
|
| |
1,056
|
| |
—
|
| |
1,250
|
Reorganization items and fresh start adjustments, net(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,843,991
|
| |
—
|
Income (loss) before (provision) benefit for income taxes
|
| |
74,139
|
| |
55,279
|
| |
53,566
|
| |
60,758
|
| |
(238,865)
|
| |
(909,239)
|
| |
1,738,095
|
| |
(303,080)
|
(Provision) benefit for income taxes
|
| |
(34,573)
|
| |
(17,450)
|
| |
(18,062)
|
| |
(8,487)
|
| |
67,541
|
| |
286,724
|
| |
(441,500)
|
| |
39,617
|
Net income (loss)
|
| |
$39,566
|
| |
$37,829
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
| |
$(622,515)
|
| |
$1,296,595
|
| |
$(263,463)
|
Net income (loss) per common share:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
$1.24
|
| |
$0.78
|
| |
$0.87
|
| |
$0.91
|
| |
$(3.04)
|
| |
$(11.21)
|
| |
$74.01
|
| |
$(14.98)
|
Diluted
|
| |
$1.15
|
| |
$0.74
|
| |
$0.82
|
| |
$0.88
|
| |
$(3.04)
|
| |
$(11.21)
|
| |
$74.01
|
| |
$(14.98)
|
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Basic
|
| |
32,007,114
|
| |
48,332,797
|
| |
40,845,128
|
| |
57,331,622
|
| |
56,436,681
|
| |
55,526,907
|
| |
17,518,888
|
| |
17,584,843
|
Diluted
|
| |
34,414,996
|
| |
51,307,184
|
| |
43,465,998
|
| |
59,631,195
|
| |
56,436,681
|
| |
55,526,907
|
| |
17,518,888
|
| |
17,584,843
|
|
| |
Successor
|
| |
Predecessor
|
||||||||||||
|
| |
As of June 30,
|
| |
As of December 31,
|
| |
As of December 31,
|
|||||||||
|
| |
2020(1)(2)(3)
|
| |
2019(1)(2)(3)
|
| |
2018(1)(2)
|
| |
2017(2)
|
| |
2016(3)(4)
|
| |
2015
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
||||||||||||
Cash and cash equivalents
|
| |
$1,589
|
| |
$1,912
|
| |
$34,169
|
| |
$2,038
|
| |
$41,409
|
| |
$175,057
|
Adjusted working capital(5)
|
| |
195,384
|
| |
221,128
|
| |
321,714
|
| |
69,906
|
| |
204,958
|
| |
260,406
|
Total assets(6)
|
| |
1,300,716
|
| |
1,388,292
|
| |
1,653,488
|
| |
1,747,928
|
| |
1,253,096
|
| |
1,267,565
|
Current maturities of long-term debt
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,301,167
|
Long-term debt obligations
|
| |
658,562
|
| |
714,392
|
| |
545,861
|
| |
812,012
|
| |
481,287
|
| |
|
Financing obligations
|
| |
55,849
|
| |
56,117
|
| |
57,343
|
| |
60,460
|
| |
—
|
| |
—
|
Total liabilities(6)
|
| |
1,264,216
|
| |
1,361,032
|
| |
1,225,148
|
| |
1,534,372
|
| |
886,389
|
| |
2,648,668
|
Total stockholders’ equity (deficit)
|
| |
36,500
|
| |
27,260
|
| |
428,340
|
| |
213,556
|
| |
366,707
|
| |
(1,381,103)
|
(1)
|
The Company’s operating results and financial position for the years ended December 31, 2019 and 2018 were impacted by the adoption of ASC 606. The Company used the modified retrospective method of adoption. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the historical accounting guidance under ASC 605. The adoption of ASC 606 resulted in a decrease to revenues of $8.6 million for the year ended December 31, 2018. See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 2, Revenue Recognition, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information. Results for the six months ended June 30, 2020 and 2019 were presented under ASC 606.
|
(2)
|
The Company’s operating results and financial position for the six months ended June 30, 2020 and 2019, and for the years ended December 31, 2019, 2018 and 2017 were impacted by the YP Acquisition, which occurred on June 30, 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, see Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
(3)
|
Impairment charges recorded during the six months ended June 30, 2020 are the result of the Company closing certain office buildings in response to their “Remote First” plan, announced on June 23, 2020. Impairment charges of $5.0 million recorded during the six months ended June 30, 2019 are due to consolidating operations at certain locations. Impairment charges of $5.7 million for the year ended December 31, 2019, which are reflected in General and administrative expense, are also due to consolidating operations at certain locations. There were no impairment charges recorded for the years ended December 31, 2018 or 2017. During the five months ended December 31, 2016, the Company recorded a goodwill impairment charge of $712.8 million.
|
(4)
|
In July 2016, the Predecessor successfully emerged from bankruptcy. As a result of fresh start accounting, the Company recorded a pre-tax net gain of $1,844.0 million for reorganization items, including pre-emergence gains of $630.2 million associated with the discharge of liabilities and $1,299.9 million associated with fresh start adjustments, offset by a charge of $86.1 million.
|
(5)
|
Adjusted working capital is defined as current assets minus current liabilities excluding current maturities of long-term debt obligations, as applicable.
|
(6)
|
The Company’s financial position for the six months ended June 30, 2020 and 2019, and for the year ended December 31, 2019 were impacted by the adoption of ASC 842. The Company used the modified retrospective method of adoption. For reporting periods beginning January 1, 2019, leases are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historical accounting guidance under ASC 840. As of December 31, 2019, the consolidated balance sheet included an operating lease liability of $38.4 million and right-of-use assets of $39.0 million. As of June 30, 2020, the condensed balance sheet included an operating lease liability of $34.4 million and right-of-use assets of $23.3 million. See Note 1, Description of Business and Summary of Significant Accounting Policies and Note 10, Leases, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
|
| |
As of and for Six Months Ended June 30,
|
| |
As of and for Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands, except for dollars)
|
||||||||||||
Clients:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing Services
|
| |
349
|
| |
422
|
| |
387
|
| |
467
|
| |
579
|
SaaS
|
| |
44
|
| |
52
|
| |
47
|
| |
54
|
| |
36
|
Total(1)
|
| |
365
|
| |
439
|
| |
403
|
| |
484
|
| |
589
|
ARPU (Monthly):
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing Services
|
| |
$ 224
|
| |
$ 238
|
| |
$ 235
|
| |
$ 250
|
| |
$ 262
|
SaaS
|
| |
236
|
| |
210
|
| |
219
|
| |
201
|
| |
210
|
Total(2)
|
| |
$243
|
| |
$254
|
| |
$252
|
| |
$262
|
| |
$269
|
Monthly Active Users - SaaS (“MAUs”)(3)
|
| |
26
|
| |
25
|
| |
23
|
| |
23
|
| |
—
|
(1)
|
Marketing Services clients plus SaaS clients are greater than Total clients since clients that purchase both Marketing Services and SaaS are considered only one client in the Total client count when the accounts are managed by the same business entity or individual.
|
(2)
|
Total monthly ARPU is higher than the individual monthly ARPUs for Marketing Services and SaaS due to clients that purchase both Marketing Services and SaaS solutions.
|
(3)
|
We began tracking MAUs starting with our upgraded platform in 2018.
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Reconciliation of Adjusted EBITDA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$ 39,566
|
| |
$ 37,829
|
| |
$ 35,504
|
| |
$ 52,271
|
| |
$ (171,324)
|
Interest expense
|
| |
37,942
|
| |
47,402
|
| |
92,951
|
| |
82,697
|
| |
67,815
|
Provision (benefit) for income taxes
|
| |
34,573
|
| |
17,450
|
| |
18,062
|
| |
8,487
|
| |
(67,541)
|
Depreciation and amortization expense
|
| |
75,429
|
| |
104,814
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
Loss (gain) on early extinguishment of debt
|
| |
—
|
| |
6,375
|
| |
6,375
|
| |
18,375
|
| |
(751)
|
Restructuring and integration charges(a)
|
| |
17,192
|
| |
22,904
|
| |
45,960
|
| |
87,307
|
| |
65,645
|
Transaction costs(b)
|
| |
9,766
|
| |
—
|
| |
6,081
|
| |
—
|
| |
—
|
Stock-based compensation expense(c)
|
| |
(5,484)
|
| |
14,399
|
| |
14,119
|
| |
39,604
|
| |
23,364
|
Other components of net periodic pension cost(d)
|
| |
1,137
|
| |
3,686
|
| |
53,161
|
| |
516
|
| |
40,804
|
Non-cash loss (gain) from remeasurement of indemnification asset(e)
|
| |
4,418
|
| |
910
|
| |
4,093
|
| |
(9,518)
|
| |
(6,191)
|
Impairment charges(f)
|
| |
18,230
|
| |
4,999
|
| |
—
|
| |
—
|
| |
—
|
Other(g)
|
| |
(1,855)
|
| |
20
|
| |
(943)
|
| |
10,991
|
| |
6,291
|
Adjusted EBITDA
|
| |
$230,914
|
| |
$260,788
|
| |
$481,633
|
| |
$557,705
|
| |
$259,547
|
(a)
|
For the six months ended June 30, 2019, and for the years ended December 31, 2019, 2018, and 2017, Restructuring and integration charges include severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs related to the YP Acquisition. See Note 6 and Note 4, Restructuring and Integration Expenses, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements, respectively, included elsewhere in this prospectus. For the six months ended June 30, 2020, Restructuring and integration charges relate to expenses for ongoing cost reduction efforts, including severance benefits, loss on disposal of fixed assets and capitalized software, and costs associated with abandoned facilities and system consolidation. A portion of the severance benefits, amounting to $5.0 million, resulted from COVID-19. For further detail on severance benefits, see Note 6, Accrued Liabilities, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.
|
(b)
|
Expenses related to the direct listing and other transaction costs.
|
(c)
|
The Company records stock-based compensation expense related to the amortization of grant date fair value of the Company’s liability classified stock-based compensation awards. Additionally, stock-based compensation expense includes the remeasurement of these awards at each period end. See Note 3, Fair Value Measurements, to our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.
|
(d)
|
Other components of net periodic pension cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension cost relates to the annual mark to market pension remeasurement. The Company recorded a remeasurement loss of $0.7 million for the six months ended June 30, 2020. No remeasurement losses were recorded for the six months ended June 30, 2019. The Company recorded a remeasurement loss of $45.4 million during the year ended December 31, 2019, a remeasurement gain of $3.5 million during the year ended December 31, 2018 and a remeasurement loss of $40.3 million during the year ended December 31, 2017. See Note 12 and Note 8, Pensions, to our audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements, respectively, included elsewhere in this prospectus for more information.
|
(e)
|
In connection with the YP Acquisition, the seller provided the Company indemnity for future potential losses associated with certain federal and state tax positions taken in tax returns filed by the seller prior to the Acquisition Date. The indemnity covers potential losses in excess of $8.0 million and is capped at an amount equal to the lesser of the UTP Liability or the current fair value of the 1,804,715 Shares. See Note 3, Acquisitions, to our audited annual consolidated financial statements included elsewhere in this prospectus for more information.
|
(f)
|
Impairment charges recorded during the six months ended June 30, 2020 are due to the Company closing certain office buildings as part of becoming a “Remote First” company. Impairment charges of $5.0 million and $5.7 million recorded during the six months ended June 30, 2019 and the year ended December 31, 2019, respectively, are due to consolidating operations at certain locations and are included in Restructuring and integration charges in the statement of operations. There were no impairment charges recorded for the years ended December 31, 2018 or 2017.
|
(g)
|
Other primarily includes expenses related to potential non-income based tax liabilities.
|
|
| |
Six Month Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Reconciliation of Free Cash Flow
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
$97,871
|
| |
$123,542
|
| |
$270,599
|
| |
$347,061
|
| |
$240,793
|
Cash expenditures for additions to fixed assets and capitalized software
|
| |
(12,975)
|
| |
(5,956)
|
| |
(26,065)
|
| |
(27,429)
|
| |
(19,992)
|
Free Cash Flow
|
| |
$ 84,896
|
| |
$ 117,586
|
| |
$ 244,534
|
| |
$ 319,632
|
| |
$ 220,801
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Clients
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing Services
|
| |
349
|
| |
422
|
| |
387
|
| |
467
|
| |
579
|
SaaS
|
| |
44
|
| |
52
|
| |
47
|
| |
54
|
| |
36
|
Total(1)
|
| |
365
|
| |
439
|
| |
403
|
| |
484
|
| |
589
|
(1)
|
Marketing Services clients plus SaaS clients are greater than Total clients since clients that purchase both Marketing Services and SaaS are considered only one client in the Total client count when the accounts are managed by the same business entity or individual.
|
|
| |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
|
||||||||||||
ARPU (Monthly)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Marketing Services
|
| |
$224
|
| |
$238
|
| |
$235
|
| |
$250
|
| |
$262
|
SaaS
|
| |
236
|
| |
210
|
| |
219
|
| |
201
|
| |
210
|
Total(1)
|
| |
$ 243
|
| |
$254
|
| |
$252
|
| |
$262
|
| |
$269
|
(1)
|
Total monthly ARPU is higher than the individual monthly ARPUs for Marketing Services and SaaS due to clients that purchase both Marketing Services and SaaS solutions.
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
|
||||||||||||
Monthly Active Users – SaaS(1)
|
| |
26
|
| |
25
|
| |
23
|
| |
23
|
| |
—
|
(1)
|
We began tracking MAUs starting with our upgraded platform in 2018.
|
|
| |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
||||||||||||||||||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|||||||||||||||
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
||||||||||||||||||||||||
|
| |
Amount
|
| |
% of
Revenue |
| |
Amount
|
| |
% of
Revenue |
| |
Amount
|
| |
% of
Revenue |
| |
Amount
|
| |
% of
Revenue |
| |
Amount
|
| |
% of
Revenue |
Revenue
|
| |
$622,182
|
| |
100%
|
| |
$ 757,128
|
| |
100%
|
| |
$1,421,374
|
| |
100%
|
| |
$ 1,784,401
|
| |
100%
|
| |
$ 1,318,166
|
| |
100%
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of services (exclusive of depreciation and amortization)
|
| |
191,594
|
| |
30.8%
|
| |
255,285
|
| |
33.7%
|
| |
476,355
|
| |
33.5%
|
| |
647,288
|
| |
36.3%
|
| |
553,293
|
| |
42.0%
|
Sales and marketing
|
| |
141,164
|
| |
22.7%
|
| |
182,913
|
| |
24.2%
|
| |
352,740
|
| |
24.8%
|
| |
469,238
|
| |
26.3%
|
| |
370,548
|
| |
28.1%
|
General and administrative
|
| |
82,547
|
| |
13.3%
|
| |
96,375
|
| |
12.7%
|
| |
179,956
|
| |
12.7%
|
| |
238,554
|
| |
13.4%
|
| |
223,887
|
| |
17.0%
|
Depreciation and amortization
|
| |
75,429
|
| |
12.1%
|
| |
104,814
|
| |
13.8%
|
| |
206,270
|
| |
14.5%
|
| |
266,975
|
| |
15.0%
|
| |
301,435
|
| |
22.9%
|
Impairment charges (i)
|
| |
18,230
|
| |
2.9%
|
| |
4,999
|
| |
0.7%
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total operating expenses
|
| |
508,964
|
| |
81.8%
|
| |
644,386
|
| |
85.1%
|
| |
1,215,321
|
| |
85.5%
|
| |
1,622,055
|
| |
90.9%
|
| |
1,449,163
|
| |
109.9%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating income
|
| |
113,218
|
| |
18.2%
|
| |
112,742
|
| |
14.9%
|
| |
206,053
|
| |
14.5%
|
| |
162,346
|
| |
9.1%
|
| |
(130,997)
|
| |
9.9%
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest expense
|
| |
(37,942)
|
| |
6.1%
|
| |
(47,402)
|
| |
6.3%
|
| |
(92,951)
|
| |
6.5%
|
| |
(82,697)
|
| |
4.6%
|
| |
(67,815)
|
| |
5.1%
|
Other components of net periodic pension cost
|
| |
(1,137)
|
| |
0.2%
|
| |
(3,686)
|
| |
0.5%
|
| |
(53,161)
|
| |
3.7%
|
| |
(516)
|
| |
—
|
| |
(40,804)
|
| |
3.1%
|
(Loss) on early extinguishment of debt
|
| |
—
|
| |
—
|
| |
(6,375)
|
| |
0.8%
|
| |
(6,375)
|
| |
0.4%
|
| |
(18,375)
|
| |
1.0%
|
| |
751
|
| |
0.1%
|
Income before (provision) for income taxes
|
| |
74,139
|
| |
11.9%
|
| |
55,279
|
| |
7.3%
|
| |
53,566
|
| |
3.8%
|
| |
60,758
|
| |
3.4%
|
| |
(238,865)
|
| |
18.1%
|
(Provision) for income taxes
|
| |
(34,573)
|
| |
5.6%
|
| |
(17,450)
|
| |
2.3%
|
| |
(18,062)
|
| |
1.3%
|
| |
(8,487)
|
| |
0.5%
|
| |
67,541
|
| |
5.1%
|
Net income
|
| |
$39,566
|
| |
6.4%
|
| |
$37,829
|
| |
5.0%
|
| |
$35,504
|
| |
2.5%
|
| |
$52,271
|
| |
2.9%
|
| |
(171,324)
|
| |
13.0%
|
Other financial data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted EBITDA
|
| |
$230,914
|
| |
|
| |
$260,788
|
| |
|
| |
$ 481,633
|
| |
|
| |
$ 557,705
|
| |
|
| |
$ 259,547
|
| |
|
(i)
|
Impairment charges, which was previously included as part of General and administrative expense, is presented as a separate line item for the six months ended June 30, 2020 and 2019. Prior year presentation has not been updated to conform to such presentation. For the year ended December 31, 2019, General and administrative expense includes $5.7 of impairment charges. There were no impairment charges for the years ended December 31, 2018 or 2017.
|
|
| |
Six Months Ended June 30,
|
| |
Change
|
||||||
|
| |
2020
|
| |
2019
|
| |
Amount
|
| |
%
|
|
| |
(in thousands)
|
| |
|
| |
|
|||
Marketing Services
|
| |
$559,049
|
| |
$692,278
|
| |
$(133,229)
|
| |
(19.2)%
|
SaaS
|
| |
63,133
|
| |
64,850
|
| |
(1,717)
|
| |
(2.6)%
|
Total revenues
|
| |
$622,182
|
| |
$757,128
|
| |
$(134,946)
|
| |
(17.8)%
|
|
| |
Years Ended December 31,
|
| |
Change
|
||||||
|
| |
2019
|
| |
2018
|
| |
Amount
|
| |
%
|
|
| |
(in thousands)
|
|||||||||
Marketing Services
|
| |
$1,292,795
|
| |
$1,659,786
|
| |
$(366,991)
|
| |
(22.1)%
|
SaaS
|
| |
128,579
|
| |
124,615
|
| |
3,964
|
| |
3.2
|
Total revenues
|
| |
$1,421,374
|
| |
$1,784,401
|
| |
$(363,027)
|
| |
(20.3)%
|
|
| |
Years Ended December 31,
|
| |
Change
|
||||||
|
| |
2018
|
| |
2017
|
| |
Amount
|
| |
%
|
|
| |
(in thousands)
|
|||||||||
Marketing Services
|
| |
$1,659,786
|
| |
$1,243,014
|
| |
$416,772
|
| |
33.5%
|
SaaS
|
| |
124,615
|
| |
75,152
|
| |
49,463
|
| |
65.8
|
Total revenues
|
| |
$1,784,401
|
| |
$1,318,166
|
| |
$466,235
|
| |
35.4%
|
|
| |
As of June 30,
|
| |
As of December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||||||||
Cash flows provided by (used in)
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating activities
|
| |
$ 97,871
|
| |
$123,542
|
| |
$270,599
|
| |
$347,061
|
| |
$240,793
|
Investing activities
|
| |
(11,473)
|
| |
(5,261)
|
| |
(25,365)
|
| |
(28,662)
|
| |
(600,394)
|
Financing activities
|
| |
(86,721)
|
| |
(146,462)
|
| |
(277,491)
|
| |
(286,268)
|
| |
320,230
|
(Decrease) increase in Cash and Cash equivalents
|
| |
$(323)
|
| |
$(28,181)
|
| |
$(32,257)
|
| |
$32,131
|
| |
$(39,371)
|
More than 5 Years
|
| |
Total
|
| |
Less than
1 Year |
| |
1-3 Years
|
| |
3-5 Years
|
| |
More than
5 Years |
| |||||
|
| |
(in thousands)
|
||||||||||||||||||
Senior Term Loan(1)
|
| |
$609,407
|
| |
$—
|
| |
$—
|
| |
$609,407
|
| |
$—
|
| |||||
ABL Facility(2)
|
| |
104,985
|
| |
—
|
| |
—
|
| |
104,985
|
| |
—
|
| |||||
Interest payments(3)
|
| |
296,581
|
| |
74,439
|
| |
148,099
|
| |
74,043
|
| |
—
|
| |||||
Operating leases(4)
|
| |
48,091
|
| |
12,439
|
| |
14,974
|
| |
13,777
|
| |
6,901
|
| |||||
Other financing obligations(5)
|
| |
1,441
|
| |
580
|
| |
861
|
| |
—
|
| |
—
|
| |||||
Purchase commitments(6)
|
| |
715
|
| |
715
|
| |
—
|
| |
—
|
| |
—
|
| |||||
Unrecognized tax benefits(7)
|
| |
53,111
|
| |
53,111
|
| |
—
|
| |
—
|
| |
—
|
| |||||
Total contractual obligations
|
| |
$1,114,331
|
| |
$141,284
|
| |
$163,934
|
| |
$802,212
|
| |
$6,901
|
|
(1)
|
During the six months ended June 30, 2020, the Company repaid $65.3 million on the Senior Term Loan.
|
(2)
|
During the six months ended June 30, 2020, the Company had net borrowings of $9.5 million.
|
(3)
|
Represents the estimated interest payments associated with the amounts outstanding on our Senior Term Loan and ABL Facility as of December 31, 2019, assuming current interest rates and the amount of debt outstanding in the periods indicated in the table above. See Note 11, Debt Obligations in the notes to our audited annual consolidated financial statements, included elsewhere in this prospectus.
|
(4)
|
Represents the undiscounted future minimum lease payments under non-cancelable operating leases.
|
(5)
|
Represents future minimum lease payments under financing obligations related to a failed sale-leaseback liability associated with property in Tucker, Georgia.
|
(6)
|
Represents future purchase commitments from third-party service providers. Reasonable estimates of the period of cash outflows related to purchase commitments beyond one year cannot be made.
|
(7)
|
In connection with the YP Acquisition, the Company recorded a UTP liability relating to certain federal and state tax positions regarding credits, deductions, and other apportionment items associated with income tax returns filed by the seller prior to the acquisition date. The seller provided the Company indemnity for future potential losses in excess of $8 million. The indemnity is capped at an amount equal to the lesser of the UTP liability or the current fair value of shares of the Company’s company stock issued to the seller as part of purchase consideration. The seller may elect to pay such amounts in cash and/or shares. The recorded value of the UTP liability, including interest and penalties, and the related indemnification asset were $53.1 million and $29.8 million, respectively, at December 31, 2019. See Note 3, Acquisitions, and Note 16, Contingent Liabilities, in our audited annual consolidated financial statements, and Note 12, Contingent Liabilities, in our unaudited interim condensed consolidated financial statements for more information. Additionally, for approximately $1.8 million of our unrecognized tax benefits, we are unable to reasonably estimate the timing of the cash outflow due to uncertainties in the timing of the effective settlement of tax positions.
|
•
|
Print Yellow Pages. Print marketing solutions through our owned and operated PYPs, which carry “The Real Yellow Pages” tagline;
|
•
|
Internet Yellow Pages. Digital marketing solutions through our proprietary IYPs, including Yellowpages.com, Superpages.com and Dexknows.com;
|
•
|
Search Engine Marketing. SEM solutions that deliver business leads from Google, Yahoo!, Bing, Yelp and other major engines and directories; and
|
•
|
Other Digital Media Solutions. Other digital media solutions, which include stand-alone websites, online display and social advertising, online presence and video and SEO tools.
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||||||||
Marketing Services
|
| |
|
| |
|
| |
|
| |
|
| |
|
PYP
|
| |
$276,547
|
| |
$331,121
|
| |
$605,952
|
| |
$798,838
|
| |
$542,745
|
IYP
|
| |
144,267
|
| |
175,592
|
| |
339,416
|
| |
379,687
|
| |
259,526
|
SEM
|
| |
90,659
|
| |
122,443
|
| |
232,345
|
| |
328,814
|
| |
288,161
|
Other
|
| |
47,576
|
| |
63,122
|
| |
115,082
|
| |
152,447
|
| |
152,582
|
Total Marketing Services
|
| |
$559,049
|
| |
$692,278
|
| |
$1,292,795
|
| |
$1,659,786
|
| |
$1,243,014
|
•
|
Thryv®, our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses and franchises “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as CRM, omni-channel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management and centralized customer communication.
|
•
|
Thryv Leads® and add-ons. Thryv Leads is our integrated lead management solution, and we offer a range of add-ons that can be purchased in conjunction with our Thryv platform including, but not limited to, website development, SEO tools, and Hub by Thryv.
|
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
|||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
|
| |
(in thousands)
(unaudited) |
| |
(in thousands)
|
|||||||||
SaaS
|
| |
|
| |
|
| |
|
| |
|
| |
|
Thryv platform
|
| |
$45,194
|
| |
$50,048
|
| |
$96,405
|
| |
$111,875
|
| |
$72,755
|
Thryv Leads and add-ons
|
| |
17,939
|
| |
14,802
|
| |
32,174
|
| |
12,740
|
| |
2,397
|
Total SaaS
|
| |
$ 63,133
|
| |
$ 64,850
|
| |
$ 128,579
|
| |
$ 124,615
|
| |
$ 75,152
|
•
|
Rising Expectations of the Digital Consumer. Consumers have grown accustomed to sophisticated web platforms and mobile applications that deliver modern solutions. Large enterprises have optimized experiences such as one-click e-commerce, instant ride-sharing, and food delivery applications. Many SMBs are challenged to create these “frictionless” customer experiences by themselves.
|
•
|
Increasingly Fragmented Consumer Marketplace. As a growing majority of consumers turn to digital platforms and applications for information, SMBs face challenges in finding ways to connect with their customers. Meanwhile, a subset of consumers still prefers traditional forms of media, such as print. We believe it is increasingly difficult for SMBs to target both of these consumer segments with a coherent strategy.
|
•
|
Businesses Are Challenged to Determine Which Advertising Is Effective. The old John Wanamaker adage, “Half the money I spend on advertising is wasted; the trouble is, I don’t know which half,” is still true. We believe the print and digital advertising choices for SMBs have become overwhelming and that many SMBs benefit from assistance in identifying the most advantageous advertising medium.
|
•
|
the advertiser’s bid price, and
|
•
|
click-through rate (the rate at which users click through to the ad).
|
•
|
Websites: Our websites leverage a third-party platform that we view as best-in-class and captivate our client’s audience through photos and personalized content. Our offering allows our clients to make an impactful online first impression by telling their company’s story through professionally designed and interactive pages.
|
•
|
Online Display and Social Advertising: We enable our clients to promote their company’s image through online advertising that drives leads and brand recognition.
|
•
|
Online Presence and Video: We help our client’s business look vibrant and engaging. We record videos on-site using a partner that we view as best-in-class, allowing clients to appeal to different audiences on different platforms.
|
•
|
SEO: Works to improve rankings within search engines like Google, Yahoo! and Bing. We make our client’s website more visible and prominent.
|
•
|
Acquire New Customers. Thryv Leads allows SMBs to acquire new customers by simply indicating how many new customers per month they want to reach. SMBs decide on the number of business leads per month that they need, and Thryv Leads recommends a budget based on the costs in the client’s category and geographical area. Thryv Leads then delineates the SMB’s spending across advertising solutions such as print, digital and social media allowing SMBs to avoid the confusion of determining a proper ad budget.
|
•
|
Simplify Lead Tracking. Thryv Leads tracks and attributes each business lead that the SMB receives.
|
•
|
Analyze Advertising Results. Thryv Leads provides the SMB with proof that the SMB’s advertising is effective and enables SMBs to leverage consumer respondent information by injecting data into the SMB’s Thryv platform, creating a usable database for SMBs.
|
•
|
Automatically Answer Calls. Thryv Leads provides call answering services to assist SMBs in maintaining communication with new and existing customers.
|
•
|
Centrally monitor. In 2020, we released a franchise management console, Hub by Thryv, that allows franchisors to launch their franchises on Thryv and to manage their overall franchise network’s day-to-day operations on the platform.
|
•
|
our nationwide, inside and outside sales forces;
|
•
|
inbound telephone, driven by direct mail, online advertising and other lead generation activities;
|
•
|
outbound mail channel;
|
•
|
resellers and agencies;
|
•
|
affiliates; and
|
•
|
corporate partnerships.
|
•
|
customized, integrated and tailored solution strategies;
|
•
|
flexible technology that is compatible with third-party applications and data sources;
|
•
|
quality;
|
•
|
pricing;
|
•
|
ease of use;
|
•
|
brand recognition and word-of-mouth referrals;
|
•
|
availability of onboarding programs and customer support; and
|
•
|
nationwide and extensive, inside and outside sales forces.
|
•
|
Point Solution Providers. We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in the market longer than Thryv.
|
•
|
Vertical Solutions. Vertical solutions exist in many categories including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their product for that category. These companies offer a tailored solution with targeted appeal. Some also have consumer-facing apps that create demand for the SMB.
|
•
|
All-In-One Competitors. Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees.
|
•
|
trademark protection on brands, taglines and products;
|
•
|
proprietary roadmap and product stack with proprietary code;
|
•
|
machine learning algorithms and techniques;
|
•
|
notice of allowance on a patent related to systems and methods underlying Thryv Leads, which processes include the coordination among our lead estimator tool, lead scoring systems, budget allocation systems and the SMB’s CRM system;
|
•
|
strategic alliances;
|
•
|
branding via proprietary print and online assets; and
|
•
|
copyright protections on work product.
|
•
|
product features;
|
•
|
customer FAQs;
|
•
|
our ideal client profile;
|
•
|
website images and content;
|
•
|
vertical industry templates and taxonomy;
|
•
|
how-to videos; and
|
•
|
articles, blogs and guides on using and competing with digital marketing.
|
Name
|
| |
Age
|
| |
Position
|
Joseph A. Walsh
|
| |
57
|
| |
Chief Executive Officer, President and Director
|
Paul D. Rouse
|
| |
61
|
| |
Chief Financial Officer, Executive Vice President and Treasurer
|
Gordon Henry
|
| |
59
|
| |
Chief Strategy Officer and Executive Vice President
|
James McCusker
|
| |
57
|
| |
Chief Revenue Officer and Executive Vice President
|
John Wholey
|
| |
55
|
| |
Executive Vice President of Operations
|
Lesley Bolger
|
| |
41
|
| |
Chief Compliance Officer, Vice President of Corporate Counsel - Legal and Human Resources and Secretary
|
Jason Mudrick
|
| |
45
|
| |
Chairman and Director
|
Amer Akhtar
|
| |
50
|
| |
Director
|
Bonnie Kintzer
|
| |
58
|
| |
Director
|
Ryan O’Hara
|
| |
51
|
| |
Director
|
John Slater
|
| |
47
|
| |
Director
|
Lauren Vaccarello
|
| |
36
|
| |
Director
|
Heather Zynczak
|
| |
48
|
| |
Director
|
•
|
audits of our financial statements;
|
•
|
the integrity of our financial statements;
|
•
|
our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
|
•
|
the qualifications, engagement, compensation, independence, and performance of our independent auditor; and
|
•
|
the performance of our internal audit function.
|
•
|
determining and approving the compensation of our executive officers; and
|
•
|
producing an annual report regarding the Compensation Discussion and Analysis included in the Company's proxy statement and annual report on Form 10-K.
|
•
|
make recommendations to the Board regarding nomination of individuals as members of the Board and its committees;
|
•
|
assist the Board with identifying individuals qualified to become Board members; and
|
•
|
determine corporate governance practices and related matters.
|
•
|
Joseph A. Walsh, who serves as President and Chief Executive Officer;
|
•
|
Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and Treasurer;
|
•
|
Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;
|
•
|
James McCusker, who serves as Chief Revenue Officer and Executive Vice President; and
|
•
|
John Wholey, who serves as Executive Vice President of Operations.
|
•
|
the performance of our NEOs in prior years;
|
•
|
the roles and responsibilities of our NEOs;
|
•
|
the individual experience and skills of our NEOs;
|
•
|
for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
|
•
|
the amounts of compensation being paid to our other NEOs.
|
|
| |
What it Does—How it Works
|
| |
2019 Plan Metrics—Weighting
|
||||||
Base Salary
|
| |
•
|
| |
Basic element of competitive pay.
|
| |
Not applicable.
|
|||
|
| |
•
|
| |
Influences annual incentive value (base salary × target annual incentive %).
|
| |
|
| |
|
Short-Term Incentive Plan: Cash
|
| |
•
|
| |
Performance-based compensation element with a variable payout potential based on corporate and individual performance.
|
| |
•
|
| |
Adjusted EBITDA—50%
|
|
•
|
| |
Adjusted Free Cash Flow—25%
|
||||||||
|
•
|
| |
Individual Performance—25%
|
||||||||
|
| |
•
|
| |
Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives.
|
| |
|
| |
|
Over Performance Plan: Cash
|
| |
•
|
| |
Incremental incentive plan designed as an overachievement program to our Short-Term Incentive Plan.
|
| |
•
|
| |
Adjusted EBITDA—50%
|
|
•
|
| |
Adjusted Free Cash Flow—50%
|
||||||||
|
| |
•
|
| |
Performance-based compensation element with variable payout potential based on company financial performance.
|
| |
|
| |
|
|
| |
•
|
| |
Intended to motivate and reward executive officers for the overachievement of annual business objectives.
|
| |
|
| |
|
2016 Stock Incentive Plan: Non-Qualified Stock Options
|
| |
•
|
| |
Options to acquire shares of stock that vest over a 3-year period beginning on January 1, 2020 for options granted in 2019.
|
| |
Not applicable.
|
|||
|
| |
•
|
| |
Designed to retain executives and align their interests with those of the Company’s stockholders.
|
| |
|
| |
|
|
| |
What it Does—How it Works
|
| |
2019 Plan Metrics—Weighting
|
||||||
Executive Physical
|
| |
•
|
| |
Executive officers receive annual reimbursement for a comprehensive medical examination up to $1,800 for EVP and the actual cost of the executive physical for the CEO.
|
| |
Not applicable.
|
|||
Retirement Benefits
|
| |
•
|
| |
A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution.
|
| |
Not applicable.
|
|||
Employment and Severance Benefits
|
| |
•
|
| |
CEO Employment Agreement provides for salary, incentive opportunities and severance benefits.
|
| |
Not applicable.
|
|||
|
| |
•
|
| |
Thryv, Inc. Severance Plan—Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment.
|
| |
|
| |
|
Relocation Lump Sum
|
| |
•
|
| |
EVP NEOs who commute from another state to Texas are eligible for an annual lump sum payment each December for the upcoming year in lieu of all relocation benefits.
|
| |
Not applicable.
|
|||
Stipend Allowance
|
| |
•
|
| |
A stipend allowance to cover cell phone expenses is paid out each payroll at $25 per pay period.
|
| |
Not applicable.
|
Named Executive Officers
|
| |
Base Salary Prior to
March 31, 2019 |
| |
Base Salary Following
March 31, 2019 |
|
| |
|
| |
|
Joseph A. Walsh
|
| |
$1,000,000
|
| |
$1,030,000
|
Paul D. Rouse
|
| |
$491,727
|
| |
$506,479
|
Gordon Henry
|
| |
$393,382
|
| |
$405,183
|
James McCusker
|
| |
$393,382
|
| |
$405,183
|
John Wholey
|
| |
$371,527
|
| |
$382,673
|
Named Executive Officers
|
| |
Target Annual
Incentive (STI) |
|
| |
|
Joseph A. Walsh
|
| |
100%
|
Paul D. Rouse
|
| |
70%
|
Gordon Henry
|
| |
70%
|
James McCusker
|
| |
70%
|
John Wholey
|
| |
70%
|
1.
|
Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.
|
2.
|
Adjusted Free Cash Flow (“Adjusted FCF”) (25%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
|
3.
|
Individual Performance (25%). This performance metric supports our goal of pay for performance. It is determined based on individual performance assessment by our CEO. In fiscal year 2019, the Company established a minimum EBITDA threshold of $470 million for this performance metric. This means that if EBITDA for fiscal year 2019 was below $470 million, no incentive award would be earned for the Individual Performance metric (i.e. 25% of the STI payout opportunity would not be funded).
|
EBITDA
(in millions) |
| |
% of EBITDA
Component Payout |
| |
|
| |
Adjusted FCF
(in millions) |
| |
% of Adjusted FCF
Component Payout |
$ 491.00
|
| |
25%
|
| |
Threshold
|
| |
$211.00
|
| |
25%
|
$ 492.00
|
| |
33%
|
| |
|
| |
$ 212.00
|
| |
33%
|
$ 493.00
|
| |
42%
|
| |
|
| |
$ 213.00
|
| |
42%
|
$ 494.00
|
| |
50%
|
| |
|
| |
$ 214.00
|
| |
50%
|
$ 495.00
|
| |
58%
|
| |
|
| |
$ 215.00
|
| |
58%
|
$ 496.00
|
| |
67%
|
| |
|
| |
$ 216.00
|
| |
67%
|
$ 497.00
|
| |
75%
|
| |
|
| |
$ 217.00
|
| |
75%
|
$ 498.00
|
| |
83%
|
| |
|
| |
$ 218.00
|
| |
83%
|
$ 499.00
|
| |
92%
|
| |
|
| |
$ 219.00
|
| |
92%
|
$ 500.00
|
| |
100%
|
| |
Target
|
| |
$ 220.00
|
| |
100%
|
$ 501.50
|
| |
104%
|
| |
|
| |
$ 221.00
|
| |
104%
|
$ 503.00
|
| |
108%
|
| |
|
| |
$ 222.00
|
| |
108%
|
$ 504.50
|
| |
113%
|
| |
|
| |
$ 223.00
|
| |
113%
|
$ 506.00
|
| |
117%
|
| |
|
| |
$ 224.00
|
| |
117%
|
$ 507.50
|
| |
121%
|
| |
|
| |
$ 225.00
|
| |
121%
|
$ 509.00
|
| |
125%
|
| |
Maximum
|
| |
$ 226.00
|
| |
125%
|
Named Executive Officers
|
| |
2019 STI Paid on April 1, 2020
|
|
| |
|
Joseph A. Walsh
|
| |
$1,080,213
|
Paul D. Rouse
|
| |
$371,819
|
Gordon Henry
|
| |
$297,455
|
James McCusker
|
| |
$297,455
|
John Wholey
|
| |
$280,930
|
Named Executive Officers
|
| |
Target Annual
Incentive (OPP) |
|
| |
|
Joseph A. Walsh
|
| |
100%
|
Paul D. Rouse
|
| |
70%
|
Gordon Henry
|
| |
70%
|
James McCusker
|
| |
70%
|
John Wholey
|
| |
70%
|
1.
|
Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.
|
2.
|
Adjusted FCF (50%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
|
EBITDA
(in millions) |
| |
% of EBITDA
Component Payout |
| |
|
| |
Adjusted FCF
(in millions) |
| |
% of
Adjusted FCF Component Payout |
$ 509.00
|
| |
|
| |
Threshold
|
| |
$ 226.00
|
| |
|
$ 511.00
|
| |
10%
|
| |
|
| |
$228.00
|
| |
10%
|
$ 513.00
|
| |
20%
|
| |
|
| |
$230.00
|
| |
20%
|
$ 515.00
|
| |
30%
|
| |
|
| |
$ 232.00
|
| |
30%
|
$ 517.00
|
| |
40%
|
| |
|
| |
$ 234.00
|
| |
40%
|
$ 519.00
|
| |
50%
|
| |
|
| |
$ 236.00
|
| |
50%
|
$ 521.00
|
| |
60%
|
| |
|
| |
$ 238.00
|
| |
60%
|
$ 523.00
|
| |
70%
|
| |
|
| |
$ 240.00
|
| |
70%
|
$ 525.00
|
| |
80%
|
| |
|
| |
$ 242.00
|
| |
80%
|
$ 527.00
|
| |
90%
|
| |
|
| |
$ 244.00
|
| |
90%
|
$ 529.00
|
| |
100%
|
| |
|
| |
$ 246.00
|
| |
100%
|
$ 531.00
|
| |
110%
|
| |
|
| |
$ 248.00
|
| |
110%
|
$ 533.00
|
| |
120%
|
| |
|
| |
$ 250.00
|
| |
120%
|
$ 535.00
|
| |
130%
|
| |
|
| |
$ 252.00
|
| |
130%
|
$ 537.00
|
| |
140%
|
| |
|
| |
$ 254.00
|
| |
140%
|
$ 539.00+
|
| |
150%+
|
| |
No Cap
|
| |
$256.00+
|
| |
150%+
|
Named Executive Officers
|
| |
2019 OPP Paid on April 1, 2020
|
|
| |
|
Joseph A. Walsh
|
| |
$581,950
|
Paul D. Rouse
|
| |
$200,312
|
Gordon Henry
|
| |
$160,250
|
James McCusker
|
| |
$160,250
|
John Wholey
|
| |
$151,347
|
Named Executive Officers
|
| |
Stock Options(1)
|
| |
Stock Options
Grant Date Value ($)(2) |
|
| |
|
| |
|
Joseph A. Walsh
|
| |
1,111,111
|
| |
10,793,400
|
Paul D. Rouse
|
| |
111,111
|
| |
1,079,340
|
Gordon Henry
|
| |
111,111
|
| |
1,079,340
|
James McCusker
|
| |
111,111
|
| |
1,079,340
|
John Wholey
|
| |
111,111
|
| |
1,079,340
|
(1)
|
On November 18, 2019, Mr. Walsh received an award of stock options to acquire 1,111,111 shares of the Company’s common stock at an exercise price of $16.20, with vesting occurring in equal monthly installments over a three-year period beginning January 1, 2020. On November 18, 2019, Messrs. Rouse, Henry, McCusker and Wholey each received an award of stock options to acquire 111,111 shares of the Company’s common stock at an exercise price of $16.20, with one-third vesting each January 1, 2021, 2022 and 2023. The foregoing presentation of stock options and exercise prices has been adjusted retroactively to reflect the Reverse Stock Split.
|
(2)
|
The fair market value of the November 18, 2019 grants, based on the Black-Scholes valuation model, is $9.71406.
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary ($)(a)
|
| |
Non-Equity
Incentive Plan Compensation ($)(b) |
| |
Option
Awards ($)(c) |
| |
All Other
Compensation ($)(d) |
| |
Total ($)
|
Joseph A. Walsh
|
| |
2019
|
| |
1,021,923
|
| |
1,662,163
|
| |
10,793,400
|
| |
16,869,514
|
| |
30,347,000
|
President & CEO
|
| |||||||||||||||||
Paul D. Rouse
|
| |
2019
|
| |
502,507
|
| |
572,131
|
| |
1,079,340
|
| |
1,814,368
|
| |
3,968,346
|
Chief Financial Officer,
EVP & Treasurer |
| |||||||||||||||||
Gordon Henry
|
| |
2019
|
| |
402,006
|
| |
457,705
|
| |
1,079,340
|
| |
1,696,790
|
| |
3,635,841
|
Chief Strategy Officer
& EVP |
| |||||||||||||||||
James McCusker
|
| |
2019
|
| |
402,006
|
| |
457,705
|
| |
1,079,340
|
| |
1,696,790
|
| |
3,635,841
|
Chief Revenue Officer
& EVP |
| |||||||||||||||||
John Wholey
|
| |
2019
|
| |
379,672
|
| |
432,277
|
| |
1,079,340
|
| |
1,696,790
|
| |
3,588,079
|
EVP of Operations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(a)
|
Amounts reported in this column represent the actual salary earned by each of our NEOs during 2019, taking into account the increase in annual base salary rates for the NEOs, which was effective March 31, 2019.
|
(b)
|
Amounts reported in this column represent the cash incentive awards paid under our STI and OPP for 2019 performance, which were approved on March 3, 2020 and paid on April 1, 2020.
|
(c)
|
Amounts reported in this column reflect the grant date value of awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value are set forth in Note 4, Fair value measurements to our consolidated financial statements included elsewhere in this prospectus.
|
(d)
|
All Other Compensation for fiscal year 2019 consisted of the following (all amounts in dollars):
|
Name
|
| |
401(k) Matching
Contributions ($)(1) |
| |
Relocation
Expenses (and Gross Up) ($)(2) |
| |
Allowance
($)(3) |
| |
Stock Option
Tender Offer - Cash Payment ($)(4) |
| |
Total
|
Joseph A. Walsh
|
| |
13,440
|
| |
—
|
| |
30,825
|
| |
16,825,249
|
| |
16,869,514
|
Paul D. Rouse
|
| |
13,440
|
| |
117,578
|
| |
825
|
| |
1,682,525
|
| |
1,814,368
|
Gordon Henry
|
| |
13,440
|
| |
—
|
| |
825
|
| |
1,682,525
|
| |
1,696,790
|
James McCusker
|
| |
13,440
|
| |
—
|
| |
825
|
| |
1,682,525
|
| |
1,696,790
|
John Wholey
|
| |
13,440
|
| |
—
|
| |
825
|
| |
1,682,525
|
| |
1,696,790
|
(1)
|
Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan.
|
(2)
|
Amount reported in this column reflects an annual lump sum allowance of $60,000 and a related tax gross-up payment of $57,578 made to Mr. Rouse in lieu of all relocation benefits for the upcoming fiscal year 2020 for expenses associated with his commute from New York to Texas.
|
(3)
|
Amounts reported in this column reflect a stipend to cover cell phone expenses of the NEOs. In addition to the cell phone stipend, Mr. Walsh receives an additional expense allowance of $30,000 for maintenance of a remote office and miscellaneous expenses incurred.
|
(4)
|
Represents a one-time cash payment that occurred as a result of a tender offer (the “Tender Offer”) made by the Company to all stockholders and option holders. Vested options were repurchased by the Company at $18.27 per option less the exercise price of $3.67 for a cash payment made on May 1, 2019. The Company purchased 62.239% of the NEOs’ vested options which equated to 1,152,572 options from Mr. Walsh and 115,257 options each from Messrs. Rouse, Henry, McCusker and Wholey. See “Certain Relationships and Related Party Transactions — Stock Repurchases.” The foregoing presentation of options and exercise prices has been adjusted retroactively to reflect the Reverse Stock Split.
|
|
| |
|
| |
|
| |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards |
| |
All Other
Option/ SAR Awards: Number of Securities Underlying Options/ SARs (#)(2) |
| |
Exercise or
Base Price of Option/ SAR Awards ($/Share) (2) |
| |
Grant Date
Fair Value of Stock and Option/ SAR Awards(2) |
||||||
Name
|
| |
|
| |
Grant Date
|
| |
Threshold
($)(1) |
| |
Target
($)(1) |
| |
Maximum
($)(1) |
| ||||||||
Joseph A. Walsh
|
| |
STI
|
| |
1/1/2019
|
| |
450,625
|
| |
1,030,000
|
| |
1,351,875
|
| |
|
| |
|
| |
|
|
OPP
|
| |
1/1/2019
|
| |
51,500
|
| |
1,030,000
|
| |
|
| |
|
| |
|
| |
|
||
|
SIP
|
| |
11/18/2019
|
| |
|
| |
|
| |
|
| |
1,111,111
|
| |
9.714
|
| |
10,793,400
|
||
Paul D. Rouse
|
| |
STI
|
| |
1/1/2019
|
| |
155,109
|
| |
354,535
|
| |
465,328
|
| |
|
| |
|
| |
|
|
OPP
|
| |
1/1/2019
|
| |
17,727
|
| |
354,535
|
| |
|
| |
|
| |
|
| |
|
||
|
SIP
|
| |
11/18/2019
|
| |
|
| |
|
| |
|
| |
111,111
|
| |
9.714
|
| |
1,079,340
|
||
Gordon Henry
|
| |
STI
|
| |
1/1/2019
|
| |
124,087
|
| |
283,628
|
| |
372,262
|
| |
|
| |
|
| |
|
|
OPP
|
| |
1/1/2019
|
| |
14,181
|
| |
283,628
|
| |
|
| |
|
| |
|
| |
|
||
|
SIP
|
| |
11/18/2019
|
| |
|
| |
|
| |
|
| |
111,111
|
| |
9.714
|
| |
1,079,340
|
||
James McCusker
|
| |
STI
|
| |
1/1/2019
|
| |
124,087
|
| |
283,628
|
| |
372,262
|
| |
|
| |
|
| |
|
|
OPP
|
| |
1/1/2019
|
| |
14,181
|
| |
283,628
|
| |
|
| |
|
| |
|
| |
|
||
|
SIP
|
| |
11/18/2019
|
| |
|
| |
|
| |
|
| |
111,111
|
| |
9.714
|
| |
1,079,340
|
||
John Wholey
|
| |
STI
|
| |
1/1/2019
|
| |
117,194
|
| |
267,871
|
| |
351,581
|
| |
|
| |
|
| |
|
|
OPP
|
| |
1/1/2019
|
| |
13,394
|
| |
267,871
|
| |
|
| |
|
| |
|
| |
|
||
|
SIP
|
| |
11/18/2019
|
| |
|
| |
|
| |
|
| |
111,111
|
| |
9.714
|
| |
1,079,340
|
(1)
|
Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2019, an award is only paid out pursuant to our OPP if Adjusted EBITDA exceeds $509.0 million and Adjusted FCF exceeds $226.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an Adjusted EBITDA of $509.1 million and Adjusted FCF of $226.1 million, which equates to a 0.05% payout award. The target calculation for OPP included herein was calculated based off actual performance in 2018 (a 106.75% payout award).
|
(2)
|
Grant date fair value calculated in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value are set forth in Note 4, Fair Value measurements to our consolidated financial statements included elsewhere in this prospectus. The amounts in these columns have been adjusted retroactively to reflect the Reverse Stock Split.
|
|
| |
|
| |
Option Awards
|
|||||||||
Name
|
| |
Grant Date
|
| |
Number of Securities
Underlying Unexercised Options Exercisable (#)(3) |
| |
Number of Securities
Underlying Unexercised Options Unexercisable (#)(3) |
| |
Option
Exercise Price ($)(3) |
| |
Option
Expiration Date |
Joseph A. Walsh
|
| |
9/26/2016(1)
11/18/2019(1) |
| |
1,548,046
— |
| |
77,160
1,111,111 |
| |
3.67
16.20 |
| |
9/26/2026
11/18/2029 |
Paul D. Rouse
|
| |
11/14/2016(2)
11/18/2016(2) |
| |
69,928
— |
| |
92,592
111,111 |
| |
3.67
16.20 |
| |
11/14/2026
11/18/2029 |
Gordon Henry
|
| |
9/26/2016(2)
11/18/2019(2) |
| |
69,928
— |
| |
92,592
111,111 |
| |
3.67
16.20 |
| |
9/26/2026
11/18/2029 |
James McCusker
|
| |
9/26/2016(2)
11/18/2019(2) |
| |
69,928
— |
| |
92,592
111,111 |
| |
3.67
16.20 |
| |
9/26/2026
11/18/2029 |
John Wholey
|
| |
9/26/2016(2)
11/18/2019(2) |
| |
69,928
— |
| |
92,592
111,111 |
| |
3.67
16.20 |
| |
9/26/2026
11/18/2029 |
(1)
|
Stock option grants awarded to Mr. Walsh on September 26, 2016 vest in equal monthly installments over a three-year period beginning on January 1, 2017, provided Mr. Walsh remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason (in each case) within 6 months prior to or 12 months following a change in control. Stock option grants awarded to Mr. Walsh on November 18, 2019 vest in equal monthly installments over a three-year period beginning January 1, 2020, provided Mr. Walsh remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason (in each case) within 6 months prior to or 12 months following a change in control.
|
(2)
|
Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vest in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020, provided such NEO remains in continuous service with the Company. Stock option grants awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019 vest in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided such NEO remains in continuous service with the Company.
|
(3)
|
The amounts in these columns have been adjusted retroactively to reflect the Reverse Stock Split.
|
Name
|
| |
Grant Date
|
| |
Offer
Price ($) |
| |
Exercise
Price ($) |
| |
Payout
Price ($) |
| |
Total Vested
Options Repurchased (#) |
| |
Total
Payment ($) |
Joseph A. Walsh
|
| |
9/26/2016
|
| |
18.27
|
| |
3.67
|
| |
14.60
|
| |
1,152,572
|
| |
16,825,249
|
Paul D. Rouse
|
| |
11/14/2016
|
| |
18.27
|
| |
3.67
|
| |
14.60
|
| |
115,257
|
| |
1,682,525
|
Gordon Henry
|
| |
9/26/2016
|
| |
18.27
|
| |
3.67
|
| |
14.60
|
| |
115,257
|
| |
1,682,525
|
James McCusker
|
| |
9/26/2016
|
| |
18.27
|
| |
3.67
|
| |
14.60
|
| |
115,257
|
| |
1,682,525
|
John Wholey
|
| |
9/26/2016
|
| |
18.27
|
| |
3.67
|
| |
14.60
|
| |
115,257
|
| |
1,682,525
|
Name & Event
|
| |
Cash
Severance ($) |
| |
STI
Awards ($)(3) |
| |
Benefits
Continuation ($)(4) |
| |
Accelerated
Vesting of Stock Options ($) |
| |
Outplacement
($)(5) |
| |
Total ($)
|
Joseph A. Walsh
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(1)
|
| |
2,060,000
|
| |
1,080,213
|
| |
—
|
| |
—
|
| |
—
|
| |
3,140,213
|
Death(1)
|
| |
2,060,000
|
| |
1,080,213
|
| |
—
|
| |
—
|
| |
—
|
| |
3,140,213
|
Disability(1)
|
| |
2,060,000
|
| |
1,080,213
|
| |
—
|
| |
—
|
| |
—
|
| |
3,140,213
|
Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1)
|
| |
4,120,000
|
| |
1,080,213
|
| |
—
|
| |
1,033,049(6)
|
| |
—
|
| |
6,233,262
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Paul D. Rouse
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,291,521
|
| |
371,819
|
| |
1,647
|
| |
—
|
| |
7,250
|
| |
1,672,237
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,722,029
|
| |
371,819
|
| |
1,647
|
| |
—
|
| |
7,250
|
| |
2,102,745
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gordon Henry
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,033,217
|
| |
297,455
|
| |
1,318
|
| |
—
|
| |
7,250
|
| |
1,339,240
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,377,622
|
| |
297,455
|
| |
1,318
|
| |
—
|
| |
7,250
|
| |
1,683,645
|
Name & Event
|
| |
Cash
Severance ($) |
| |
STI
Awards ($)(3) |
| |
Benefits
Continuation ($)(4) |
| |
Accelerated
Vesting of Stock Options ($) |
| |
Outplacement
($)(5) |
| |
Total ($)
|
James McCusker
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,033,217
|
| |
297,455
|
| |
1,245
|
| |
—
|
| |
7,250
|
| |
1,339,167
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,377,622
|
| |
297,455
|
| |
1,245
|
| |
—
|
| |
7,250
|
| |
1,683,572
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
John Wholey
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause (2)
|
| |
975,816
|
| |
280,930
|
| |
1,245
|
| |
—
|
| |
7,250
|
| |
1,265,241
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,301,088
|
| |
280,930
|
| |
1,245
|
| |
—
|
| |
7,250
|
| |
1,590,513
|
(1)
|
Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.
|
(2)
|
Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.
|
(3)
|
Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2019 performance, which were approved on March 3, 2020 and paid on April 1, 2020.
|
(4)
|
For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program.
|
(5)
|
For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.
|
(6)
|
Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or twelve months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). The amount reflects Mr. Walsh’s outstanding unvested stock as of December 31, 2019 valued at a market price of $13.39 as of December 31, 2019. The foregoing presentation of options and exercise prices has been adjusted retroactively to reflect the Reverse Stock Split.
|
Service
|
| |
Fee Amount
|
Annual Retainer for Board Service
|
| |
$100,000
|
Annual Board and Committee Meeting Fee
|
| |
$20,000
|
Name(1)
|
| |
Fees Earned or
Paid in Cash ($)(2) |
| |
Stock Option
Awards ($) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
Scott Galloway(2)
|
| |
120,000
|
| |
—
|
| |
—
|
| |
120,000
|
Peter Glusker(2)
|
| |
120,000
|
| |
—
|
| |
—
|
| |
120,000
|
Scott Kasen(2)
|
| |
120,000
|
| |
—
|
| |
—
|
| |
120,000
|
Brian Kushner(2)
|
| |
120,000
|
| |
—
|
| |
—
|
| |
120,000
|
Ross Levinsohn(2)
|
| |
120,000
|
| |
—
|
| |
—
|
| |
120,000
|
Jason Mudrick(3)
|
| |
60,000
|
| |
—
|
| |
—
|
| |
60,000
|
John Slater
|
| |
115,000
|
| |
—
|
| |
—
|
| |
115,000
|
(1)
|
Mr. Walsh, our President and Chief Executive Officer, is not included in this table because he was employed by the Company during fiscal year 2019 and did not receive compensation for his services as a director. See “Compensation Tables – Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2019.
|
(2)
|
Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn each stepped down from our Board effective August 31, 2020.
|
(3)
|
Reflects the annual retainer for Board service and annual Board and committee meeting fees.
|
(4)
|
At his request, Mr. Mudrick, an executive officer at Mudrick Capital, our largest stockholder, has elected to receive half of the approved annual non-management director compensation.
|
•
|
certain information with respect to the beneficial ownership of our common stock for each of our executive officers, each of our directors, all of our directors and executive officers as a group and each person we know to be the beneficial owner of more than 5% of our common stock; and
|
•
|
the number of shares of our common stock held by and registered for resale by means of this prospectus for the Registered Stockholders.
|
Name and address of Beneficial Owner
|
| |
Number of Shares
|
| |
Shares that
may be Acquired within 60 Days |
| |
Total
|
| |
Percentage of
Shares |
5% Stockholders:
|
| |
|
| |
|
| |
|
| |
|
Affiliates of Mudrick(1)
|
| |
18,498,051
|
| |
20,242
|
| |
18,518,293
|
| |
59.89%
|
Affiliates of GoldenTree(2)
|
| |
4,806,951
|
| |
—
|
| |
4,806,951
|
| |
15.56%
|
Affiliates of Paulson(3)
|
| |
3,216,437
|
| |
—
|
| |
3,216,437
|
| |
10.41%
|
Yosemite Sellers Representative LLC
(“Yosemite”)(4) |
| |
1,804,715
|
| |
—
|
| |
1,804,716
|
| |
5.84%
|
Named Executive Officers and Directors:
|
| |||||||||||
Joseph A. Walsh(5)
|
| |
—
|
| |
1,841,255
|
| |
1,841,255
|
| |
5.96%
|
Paul D. Rouse(6)
|
| |
—
|
| |
162,521
|
| |
162,521
|
| |
*
|
Gordon Henry(7)
|
| |
—
|
| |
162,521
|
| |
162,521
|
| |
*
|
James McCusker(8)
|
| |
—
|
| |
162,521
|
| |
162,521
|
| |
*
|
John Wholey(9)
|
| |
—
|
| |
162,521
|
| |
162,521
|
| |
*
|
Lesley Bolger(10)
|
| |
100
|
| |
1,625
|
| |
1,725
|
| |
*
|
Jason Mudrick(11)
|
| |
18,498,051
|
| |
20,242
|
| |
18,518,293
|
| |
59.89%
|
Amer Akhtar
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Bonnie Kintzer
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ryan O’Hara
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
John Slater
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Lauren Vaccarello
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Heather Zynczak
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Directors and Executive Officers as a
Group (13 persons) |
| |
18,498,151
|
| |
2,513,206
|
| |
21,011,357
|
| |
62.88%
|
All Other Registered Stockholders(12)
|
| |
204,999
|
| |
—
|
| |
204,999
|
| |
*
|
*
|
Represents beneficial ownership of less than 1% of total shares of common stock outstanding.
|
(1)
|
Consists of 1,676,681 shares of common stock and 2,195 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by Blackwell Partners LLC Series A, 2,210,447 shares of common stock and 2,504 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by Boston Patriot Batterymarch St. LLC, 1,038,702 shares of common stock held of record by Mercer QIF Fund PLC, 1,941,111 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 1,933,422 shares of common stock and 1,150 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 4,287,799 shares of common stock and 8,836 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by Mudrick Distressed Opportunity Fund Global, L.P., 453,099 shares of common stock and 762 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 503,709 shares of common stock and 4,795 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020 held of record by P. Mudrick LTD, 619,458 shares of common stock held of record by Trustees of Grinnell College, 136,269 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,697,354 shares of common stock held of record by Verto Direct Opportunity II, L.P. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. In addition, 69,532 shares of common stock are held by former investors in Verto Direct Opportunity Fund, which were distributed in kind to such investors in 2019 and where such investors have requested that Verto Direct Opportunity GP, LLC sell such shares on their behalf. Mr. Mudrick through Mudrick Capital, has shared investment power but does not have voting power relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
|
(2)
|
Consists of 1,022,891 shares of common stock held of record by GoldenTree 2004 Trust, 21,012 shares of common stock held of record by GoldenTree V1 Master Fund, LP, 2,463,978 shares of common stock held of record by GoldenTree Distressed Master Fund 2014 Ltd, 12,008 shares of common stock held of record by GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund L.P., 918,970 shares of common stock held of record by GoldenTree Master Fund, Ltd., 135,825 shares of common stock held of record by GN3 SIP Limited, 154,306 shares of common stock held of record by San Bernardino County Employees’ Retirement Association, 18,550 shares of common stock held of record by High Yield and Bank Loan Series Trust, 27,233 shares of common stock held of record by GT NM, LP, 8,468 shares of common stock held of record by Louisiana State Employees’ Retirement System, 9,724 shares of common stock held of record by Crown Managed Accounts SPC – Crown/GT Segregated Portfolio and 13,986 shares of common stock held of record by GTAM TS Investment LLC. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GoldenTree Asset Management LP (“GTAM LP”). GoldenTree Asset Management LLC (“GTAM LLC”) is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. The business address for each of the funds explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.
|
(3)
|
Consists of 2,944,078 shares of common stock held of record by Paulson Credit Opportunities Master LTD and 272,359 shares of common stock held of record by Paulson Credit Opportunities Master II LTD. Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the listed investment companies or funds. In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities that are owned by the listed investment companies and funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the listed investment companies and funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036.
|
(4)
|
Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022.
|
(5)
|
Consists of 1,841,255 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(6)
|
Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(7)
|
Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(8)
|
Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(9)
|
Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(10)
|
Consists of 100 shares issuable pursuant to a Rule 701 offering effectuated on August 25, 2020 and 1,625 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020.
|
(11)
|
Consists of 20,242 shares issuable pursuant to options that are exercisable within 60 days of August 31, 2020, and 18,498,051 shares held of record by the affiliates of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock held by the affiliates of Mudrick Capital. The total shares represented for Mr. Mudrick includes 18,498,051 shares of common stock held by the affiliates of Mudrick Capital.
|
(12)
|
Consists of common stock held of record by Registered Stockholders not listed above who, as a group, own less than 1% of our total outstanding ordinary shares, including 68,880 shares issuable pursuant to a private placement offering effectuated on August 25, 2020.
|
Stockholder
|
| |
Shares
Purchased |
| |
Options
Purchased |
| |
Aggregate
Purchase Price |
5% Stockholders:
|
| |
|
| |
|
| |
|
Affiliates of Mudrick Capital(1)
|
| |
17,465,407
|
| |
14,652
|
| |
$202,792,708
|
Affiliates of GoldenTree(2)
|
| |
6,505,923
|
| |
—
|
| |
$75,229,303
|
Affiliates of Paulson(3)
|
| |
8,808,736
|
| |
—
|
| |
$102,171,300
|
Affiliates of Grosvenor(4)
|
| |
257,636
|
| |
—
|
| |
$2,719,859
|
Directors and Executive Officers:
|
| |
|
| |
|
| |
|
Joseph A. Walsh
|
| |
—
|
| |
1,152,572
|
| |
$16,825,249
|
Paul D. Rouse
|
| |
—
|
| |
115,257
|
| |
$1,682,525
|
Gordon Henry
|
| |
—
|
| |
115,257
|
| |
$1,682,525
|
James McCusker
|
| |
—
|
| |
115,257
|
| |
$1,682,525
|
Deb Ryan(5)
|
| |
—
|
| |
92,206
|
| |
$1,346,017
|
John Wholey(6)
|
| |
—
|
| |
115,257
|
| |
$1,682,525
|
Lesley Bolger
|
| |
100
|
| |
1,153
|
| |
$17,845
|
Peter Glusker(7)
|
| |
—
|
| |
46,103
|
| |
$673,008
|
Ross Levinsohn(8)
|
| |
—
|
| |
46,103
|
| |
$673,008
|
Directors and Executive Officers:
|
| |
|
| |
|
| |
|
Participating Directors and Executive Officers as a Group (9 persons)
|
| |
—
|
| |
1,776,113
|
| |
$26,265,027
|
(1)
|
14,652 options were repurchased from Verto Direct Opportunity, L.P. 680,894 shares and 16,784,513 shares were repurchased from Trustees of Grinnell College and Verto Direct Opportunity, L.P.
|
(2)
|
312,618 shares, 32,887 shares, 5,823,862 shares, 74,582 shares, 23,190 shares and 238,784 shares were repurchased from GN3 SIP Limited, GoldenTree Insurance Fund Series Interests of the Sali Multi-Series Fund, L.P., GoldenTree 2004 Trust, GT NM, LP, Louisiana State Employees’ Retirement System and San Bernardino County Employees’ Retirement Association, respectively.
|
(3)
|
8,062,836 shares and 745,901 shares were repurchased from Paulson Credit Opportunities Master Ltd. and Paulson Credit Opportunities Master, respectively.
|
(4)
|
145,849 shares, 6,145 shares, 91,510 shares, 8,038 shares, 1,581 shares and 4,513 shares were repurchased from Grosvenor Opportunistic Credit Master Fund III, Ltd., Grosvenor Opportunistic Credit Master Fund III (TI) L.P., GCM Grosvenor Special Opportunities Master Fund, Ltd., SC Absolute Return Fund LLC Growth Series, LP, LSM II, L.P, Grosvenor See Blue Fund, Ltd. Grosvenor Capital Management, L.P. respectively. Following the June 15, 2020 repurchase, Grosvenor no longer holds more than 5% of our voting securities.
|
(5)
|
Ms. Ryan was an executive officer fiscal year 2019. See “— Other Transactions — Deb Ryan Separation Agreement.”
|
(6)
|
Consists of 100 shares issuable pursuant to a Rule 701 offering effectuated on August 25, 2020.
|
(7)
|
Mr. Glusker was a director of our board in fiscal year 2019 and stepped down from his position effective August 31, 2020.
|
(8)
|
Mr. Levinsohn was a director of our board in fiscal year 2019 and stepped down from his position effective August 31, 2020.
|
•
|
85% of our eligible billed accounts,
|
•
|
60% of our eligible installment accounts, plus
|
•
|
85% of our eligible credit card accounts, plus
|
•
|
85% of the amount of eligible alpha accounts, minus
|
•
|
any reserves established by the administrative agent for the ABL Facility in its reasonable business judgment.
|
•
|
in the case of borrowings denominated in U.S. dollars on any day (a) at our election, either (i) an amount (in the case of the Senior Term Loan, not less than 2.00%) equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by The Wall Street Journal as its prime rate on such day, (B) the federal funds effective rate on such day plus 1/2 of 1.00% and (C) LIBOR plus 1.00% or (ii) if available, LIBOR for U.S. dollars determined by reference to the applicable Reuters screen page two business days prior to the commencement of the interest period relevant to the subject borrowing, adjusted for certain additional costs, which may not, with respect to the Senior Term Loan only, be less than 1.00%, plus (b) an applicable margin; and
|
•
|
the case of borrowings under the ABL Facility denominated in U.S. Dollars on any day, (a) at our election, either (i) an amount equal to the greater of (A) a base rate determined by reference to the rate of interest per annum announced by Wells Fargo Bank, National Association as its prime rate on such
|
•
|
a customary annual administration fee to the Senior Term Loan administrative agent.
|
•
|
a customary annual administration fee to the ABL Facility administrative agent;
|
•
|
a letter of credit fee to the ABL Facility administrative agent for the issuing banks; and
|
•
|
an unused line fee to the ABL Facility administrative agent for the lenders.
|
•
|
with 100% of excess cash flow (determined in accordance with the terms of the documentation governing the Senior Term Loan) for each fiscal quarter, minus, at the option of the Company, the amount of certain voluntary prepayments under the Senior Term Loan (subject to stepdowns to (i) 75% if the adjusted first lien leverage ratio is 1.50:1.00 or less and (ii) 50% if the adjusted first lien leverage ratio is 1.00:1.00 or less);
|
•
|
with 100% of the (i) cash proceeds received in respect of any debt or equity received, insurance proceeds, condemnation awards, net of any fees, expenses, and taxes, and (ii) amount of any reserves for any contingent liability determined to be reversed; or
|
•
|
upon the occurrence of a change in control.
|
•
|
the amount drawn on the revolver exceeds the lesser of (i) the borrowing base or (ii) the trailing 90-day collections.
|
•
|
incur additional indebtedness;
|
•
|
issue preferred stock;
|
•
|
create, incur, assume or permit liens;
|
•
|
consolidate, merge, liquidate, wind up or dissolve;
|
•
|
make, purchase, hold or acquire investments, including acquisitions, loans and advances;
|
•
|
pay dividends or make other distributions in respect of equity;
|
•
|
make payments in respect of junior lien or subordinated debt;
|
•
|
sell, transfer, lease, license or sublease or otherwise dispose of assets;
|
•
|
enter into any sale and leaseback transactions;
|
•
|
enter into any swap agreement;
|
•
|
engage in transactions with affiliates;
|
•
|
enter into any restrictive agreement;
|
•
|
materially alter the business that we conduct;
|
•
|
change its fiscal year for accounting and financial reporting purposes;
|
•
|
permit any subsidiary to, make or commit to make any capital expenditure; and
|
•
|
amend or otherwise change the terms of the documentation governing certain restricted debt.
|
•
|
incur additional indebtedness;
|
•
|
issue or sell its stock;
|
•
|
create, incur, assume or permit liens;
|
•
|
consolidate, merge, liquidate, wind up or dissolve;
|
•
|
make, purchase, hold or acquire investments, including acquisitions, loans and advances;
|
•
|
pay dividends or make other distributions in respect of equity;
|
•
|
make payments in respect of junior lien or subordinated debt;
|
•
|
engage in transactions with affiliates;
|
•
|
enter into any restrictive agreement; and
|
•
|
amend or otherwise change the terms of the documentation governing certain restricted debt.
|
(a)
|
Fixed Charge Coverage Ratio. The fixed charge coverage ratio, measured on a quarter-end basis, must be at least 1.00 to 1.00 as of the last day of each fiscal quarter.
|
(b)
|
Excess Availability. Excess availability under the ABL Facility must be at least $14.0 million at all times.
|
•
|
1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after the effectiveness of the registration statement of which this prospectus forms a part; or
|
•
|
the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
|
•
|
Board Appointment Rights: So long as the aggregate ownership of any one of the Nominating Stockholder Groups constitutes at least 10% of the outstanding shares of our common stock, such Nominating Stockholder Group shall have the right to designate for nomination one director to our Board for every 10% of the outstanding shares of our common stock that is held by such Nominating Stockholder Group. If a Nominating Stockholder Group aggregate ownership falls below 10% of the outstanding shares of our common stock, such Nominating Stockholder Group’s right to nominate any directors to our Board shall automatically terminate and such right to nominate directors, as described above, shall not be restored upon any subsequent increase in the aggregate ownership of such Nominating Stockholder Group to, or in excess of, 10% of the issued and outstanding shares of our common stock. If a Nominating Stockholder Group fails to deliver written notice, nominating its director(s), such Nominating Stockholder Group, shall be deemed to have nominated the director(s) previously nominated or designated by such Nominating Stockholder Group who is/are currently serving on the Board. If at any time the number of directors on the Board that a Nominating Stockholder Group is entitled to designate is less than the number of such Nominating Stockholder Group’s designated directors currently on the Board, such Nominating Stockholder Group shall cause the required number of directors to immediately offer to resign from the Board or not stand for reelection to the Board.
|
•
|
Demand Registration Rights: The Amended and Restated Stockholders’ Agreement provides only the Stockholder Groups beneficially owning 5% of the outstanding shares of our common stock (the “5% Stockholders”) the right to request the Company to effect the registration of all or a portion of the registrable securities beneficially owned by such 5% Stockholder. We will give prompt written notice of any such registration demand to each of the other 5% stockholders, so they may request to include registrable shares in the registration demand. 5% Stockholders are collectively limited to three registration demands under Form S-1; provided, that no such demands under Form S-1 may be made if the Company is preparing or has a “shelf” registration statement on file. No 5% Stockholder may make a registration demand until the earliest to occur of (i) the six-month anniversary of the Company’s initial public offering of shares of common stock and (ii) the date on which the Board approves the making of a registration demand pursuant to the Amended and Restated Stockholders’ Agreement. As soon as reasonably practicable after the Company is eligible to do so, we will prepare and file a “shelf” registration statement and use our commercially reasonable efforts to keep such “shelf” registration statement continuously effective until such date on which all registrable securities included in such “shelf” registration statement have been sold pursuant to the “shelf” registration statement or another registration statement is filed under the Securities Act. Further, once the Company becomes a Well-Known Seasoned Issuer, as defined pursuant to the Securities Act, we shall give prompt written notice to the 5% Stockholders and file an “automatic shelf” registration statement.
|
•
|
Piggyback Registration Rights: In the event that we propose to file a registration statement with respect to Company securities, whether or not for sale for our own account, with the exception of certain types of registrations, we shall provide each stockholder with written notice of our intention to do so at least 30 days prior to filing such registration statement. Any stockholder may elect to include registrable securities beneficially owned by it in the registration statement to which such written notice relates, by submitting a written request to us within 15 days after the date of such notice.
|
•
|
Expenses: We will pay all expenses with respect to any registration that we are required to effect under the Amended and Restated Stockholders’ Agreement; provided, that each selling holder shall bear its
|
•
|
an individual who is a citizen or resident of the U.S.;
|
•
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.
|
•
|
the gain (i) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (ii) if required by an applicable income tax treaty, is attributable to a permanent establishment (or, in certain cases involving individual holders, a fixed base) maintained by the non-U.S. holder in the U.S. (in which case the special rules described below apply);
|
•
|
the non-U.S. holder is an individual who is present in the U.S. for 183 or more days in the taxable year of such disposition and certain other conditions are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by certain U.S. source capital losses, provided the non-U.S holder has timely filed U.S. federal income tax returns with respect to such losses); or
|
•
|
we are, or become, a “United States real property holding corporation” (a “USRPHC”), for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of our common stock and the non-U.S. holder’s holding period for our common stock.
|
•
|
under clause (i), if the Current Reference Price is $10.00, then the maximum number of additional shares that can be matched is 200. If the Current Reference Price is $10.01, then the maximum number of additional shares that can be matched is also 200, which means that the same maximum number of additional shares would be matched at the price of either $10.00 or $10.01;
|
•
|
because more than one price under clause (i) exists, under clause (ii), the Current Reference Price would be the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the
|
•
|
because more than one price under clause (ii) exists, under clause (iii), the Current Reference Price would be the entered price at which orders for shares of common stock at such entered price will remain unmatched. In such case, choosing $10.01 would cause 300 shares of the 500 share limit order with the entered price of $10.01 to remain unmatched, compared to choosing $10.00, where all 200 shares of the limit order with the entered price of $10.00 would be matched, and no shares at such entered price remain unmatched. Thus, Nasdaq would select $10.01 as the Current Reference Price , because orders for shares at such entered price will remain unmatched. The above example (including the prices) is provided solely by way of illustration.
|
|
| |
Page
|
Audited Consolidated Financial Statements
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
|
| |
|
Unaudited Condensed Consolidated Financial Statements
|
| |
|
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Revenue
|
| |
$1,421,374
|
| |
$1,784,401
|
| |
$1,318,166
|
Operating expenses:
|
| |
|
| |
|
| ||
Cost of services (exclusive of depreciation and amortization)
|
| |
476,355
|
| |
647,288
|
| |
553,293
|
Sales and marketing
|
| |
352,740
|
| |
469,238
|
| |
370,548
|
General and administrative
|
| |
179,956
|
| |
238,554
|
| |
223,887
|
Depreciation and amortization
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
Total operating expenses
|
| |
1,215,321
|
| |
1,622,055
|
| |
1,449,163
|
|
| |
|
| |
|
| ||
Operating income (loss)
|
| |
206,053
|
| |
162,346
|
| |
(130,997)
|
Other income (expense):
|
| |
|
| |
|
| ||
Interest expense
|
| |
(68,181)
|
| |
(53,851)
|
| |
(38,536)
|
Interest expense, related party
|
| |
(24,770)
|
| |
(28,846)
|
| |
(29,279)
|
Other components of net periodic pension cost
|
| |
(53,161)
|
| |
(516)
|
| |
(40,804)
|
(Loss) gain on early extinguishment of debt
|
| |
(6,375)
|
| |
(18,375)
|
| |
751
|
Income (loss) before (provision) benefit for income taxes
|
| |
53,566
|
| |
60,758
|
| |
(238,865)
|
(Provision) benefit for income taxes
|
| |
(18,062)
|
| |
(8,487)
|
| |
67,541
|
Net income (loss)
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
|
| |
|
| |
|
| ||
Net income (loss) per common share:
|
| |
|
| |
|
| |
|
Basic
|
| |
$0.87
|
| |
$0.91
|
| |
$(3.04)
|
Diluted
|
| |
$0.82
|
| |
$0.88
|
| |
$(3.04)
|
Weighted-average shares used in computing basic and diluted net income (loss) per common share:
|
| |
|
| |
|
| ||
Basic
|
| |
40,845,128
|
| |
57,331,622
|
| |
56,436,681
|
Diluted
|
| |
43,465,998
|
| |
59,631,195
|
| |
56,436,681
|
|
| |
December 31,
2019 |
| |
December 31,
2018 |
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| ||
Cash and cash equivalents
|
| |
$1,912
|
| |
$34,169
|
Accounts receivable, net of allowance of $26,828 and $22,571
|
| |
369,690
|
| |
440,735
|
Contract assets
|
| |
11,682
|
| |
13,197
|
Accrued tax receivable
|
| |
37,460
|
| |
40,328
|
Deferred costs
|
| |
15,321
|
| |
16,867
|
Prepaid expenses and other
|
| |
12,715
|
| |
17,924
|
Indemnification asset
|
| |
29,789
|
| |
—
|
Total current assets
|
| |
478,569
|
| |
563,220
|
Fixed assets and capitalized software, net
|
| |
101,512
|
| |
122,157
|
Operating lease right-of-use assets, net
|
| |
39,046
|
| |
—
|
Goodwill
|
| |
609,457
|
| |
609,457
|
Intangible assets, net
|
| |
147,480
|
| |
312,242
|
Debt issuance costs
|
| |
3,451
|
| |
3,676
|
Indemnification asset
|
| |
—
|
| |
33,882
|
Other assets
|
| |
8,777
|
| |
8,854
|
Total assets
|
| |
$1,388,292
|
| |
$1,653,488
|
Liabilities and Shareholders' Equity
|
| |
|
| |
|
Current liabilities
|
| |
|
| ||
Accounts payable
|
| |
$16,067
|
| |
$24,576
|
Accrued liabilities
|
| |
140,261
|
| |
177,521
|
Current portion of financing obligations
|
| |
580
|
| |
1,226
|
Current portion of operating lease liability
|
| |
9,579
|
| |
—
|
Current portion of reserve for facility exit costs
|
| |
—
|
| |
4,392
|
Accrued interest
|
| |
13,164
|
| |
2,721
|
Current portion of unrecognized tax benefits
|
| |
53,111
|
| |
—
|
Contract liabilities
|
| |
24,679
|
| |
31,070
|
Total current liabilities
|
| |
257,441
|
| |
241,506
|
Senior Term Loan, net of debt issuance costs of $593 and $716
|
| |
420,036
|
| |
399,284
|
Senior Term Loan, related party
|
| |
189,371
|
| |
—
|
ABL Facility
|
| |
104,985
|
| |
146,577
|
Financing obligations, net of current portion
|
| |
55,537
|
| |
56,117
|
Pension obligations, net
|
| |
193,533
|
| |
170,919
|
Stock option liability
|
| |
43,026
|
| |
64,250
|
Long-term disability insurance
|
| |
10,874
|
| |
12,406
|
Deferred tax liabilities
|
| |
54,738
|
| |
78,905
|
Unrecognized tax benefits, net of current portion
|
| |
1,833
|
| |
51,372
|
Operating lease liability, net of current portion
|
| |
28,783
|
| |
—
|
Reserve for facility exit costs, net of current portion
|
| |
—
|
| |
3,451
|
Other liabilities
|
| |
875
|
| |
361
|
Total long-term liabilities
|
| |
1,103,591
|
| |
983,642
|
|
| |
December 31,
2019 |
| |
December 31,
2018 |
Commitments and contingencies (see Note 10 and Note 16)
|
| |
|
| |
|
Shareholders' equity
|
| |
|
| ||
Common stock - $0.01 par value, 250,000,000 shares authorized; 57,443,282 shares issued and 33,490,526 shares outstanding at December 31, 2019; and 57,331,622 shares issued and outstanding at December 31, 2018
|
| |
574
|
| |
573
|
Additional paid-in capital
|
| |
1,008,701
|
| |
1,006,822
|
Treasury stock - 23,952,756 shares at December 31, 2019 and 0 shares at December 31, 2018
|
| |
(437,962)
|
| |
—
|
Accumulated deficit
|
| |
(544,053)
|
| |
(579,055)
|
Total shareholders' equity
|
| |
27,260
|
| |
428,340
|
Total liabilities and shareholders' equity
|
| |
$1,388,292
|
| |
$1,653,488
|
|
| |
Common Stock
|
| |
|
| |
Treasury Stock
|
| |
|
| ||||||||
|
| |
Common
Shares Issued |
| |
Par
Value |
| |
Additional
Paid-in Capital |
| |
Shares
|
| |
Amount
|
| |
Accumulated
(Deficit) |
| |
Total
Shareholders' Equity |
Balance as of January 1, 2017
|
| |
55,526,907
|
| |
$555
|
| |
$988,667
|
| |
—
|
| |
$—
|
| |
$(622,515)
|
| |
$366,707
|
Issuance of common stock and additional paid-in-capital for acquisition
|
| |
1,804,715
|
| |
18
|
| |
18,155
|
| |
—
|
| |
—
|
| |
—
|
| |
18,173
|
Net (loss)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(171,324)
|
| |
(171,324)
|
Balance as of December 31, 2017
|
| |
57,331,622
|
| |
$573
|
| |
$1,006,822
|
| |
—
|
| |
$—
|
| |
$(793,839)
|
| |
$213,556
|
Cumulative effect of adoption of new revenue recognition standard (Note 2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
162,513
|
| |
162,513
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
52,271
|
| |
52,271
|
Balance as of December 31, 2018
|
| |
57,331,622
|
| |
$573
|
| |
$1,006,822
|
| |
—
|
| |
$—
|
| |
$(579,055)
|
| |
$428,340
|
Purchase of treasury stock (Note 13)
|
| |
—
|
| |
—
|
| |
—
|
| |
(23,952,756)
|
| |
(437,962)
|
| |
—
|
| |
(437,962)
|
Exercise of stock options
|
| |
111,660
|
| |
1
|
| |
1,879
|
| |
—
|
| |
—
|
| |
—
|
| |
1,880
|
Cumulative effect of adoption of new lease standard (Note 10)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(502)
|
| |
(502)
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
35,504
|
| |
35,504
|
Balance as of December 31, 2019
|
| |
57,443,282
|
| |
$ 574
|
| |
$1,008,701
|
| |
(23,952,756)
|
| |
$ (437,962)
|
| |
$(544,053)
|
| |
$27,260
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Cash flows from operating activities
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
| |
|
| |
|
| |
|
Depreciation and amortization
|
| |
206,270
|
| |
266,975
|
| |
301,435
|
Amortization of debt issuance costs
|
| |
1,123
|
| |
1,576
|
| |
1,048
|
Deferred income taxes
|
| |
(25,118)
|
| |
(22,745)
|
| |
(141,996)
|
Provision for bad debt
|
| |
30,092
|
| |
24,214
|
| |
19,670
|
Provision for service credits
|
| |
25,467
|
| |
31,491
|
| |
29,417
|
Stock-based compensation expense
|
| |
14,119
|
| |
39,604
|
| |
23,364
|
Other components of net periodic pension cost
|
| |
53,161
|
| |
516
|
| |
40,804
|
Loss (gain) on early extinguishment of debt
|
| |
6,375
|
| |
18,375
|
| |
(751)
|
Loss on disposal/write-off of fixed assets and capitalized software
|
| |
5,942
|
| |
11,464
|
| |
2,758
|
Impairment of operating lease right-of-use assets
|
| |
5,670
|
| |
—
|
| |
—
|
Non-cash loss (gain) from remeasurement of indemnification asset
|
| |
4,093
|
| |
(9,518)
|
| |
(6,191)
|
Changes in assets and liabilities:
|
| |
|
| |
|
| |
|
Accounts receivable
|
| |
16,457
|
| |
14,456
|
| |
232,163
|
Contract assets
|
| |
1,515
|
| |
(4,834)
|
| |
—
|
Deferred costs
|
| |
1,931
|
| |
682
|
| |
(56,850)
|
Prepaid and other assets
|
| |
3,745
|
| |
(3,701)
|
| |
16,389
|
Accounts payable and accrued liabilities
|
| |
(69,244)
|
| |
(72,112)
|
| |
(49,382)
|
Accrued income taxes, net
|
| |
4,376
|
| |
(12,797)
|
| |
(22,257)
|
Operating lease liability
|
| |
(10,587)
|
| |
—
|
| |
—
|
Contract liabilities
|
| |
(6,391)
|
| |
11,144
|
| |
—
|
Deferred revenue
|
| |
—
|
| |
—
|
| |
22,496
|
Settlement of stock option liability (see Note 13)
|
| |
(33,901)
|
| |
—
|
| |
—
|
Net cash provided by operating activities
|
| |
270,599
|
| |
347,061
|
| |
240,793
|
Cash flows from investing activities
|
| |
|
| |
|
| |
|
Additions to fixed assets and capitalized software
|
| |
(26,065)
|
| |
(27,429)
|
| |
(19,992)
|
Proceeds from the sale of building and fixed assets
|
| |
847
|
| |
17
|
| |
7,332
|
Acquisition of a business, net of cash acquired
|
| |
(147)
|
| |
(1,250)
|
| |
(587,734)
|
Net cash (used in) investing activities
|
| |
(25,365)
|
| |
(28,662)
|
| |
(600,394)
|
Cash flows from financing activities
|
| |
|
| |
|
| ||
Proceeds from Senior Term Loan, net
|
| |
193,625
|
| |
381,625
|
| |
—
|
Proceeds from Senior Term Loan, related party
|
| |
225,000
|
| |
—
|
| |
—
|
Payments of Senior Term Loan
|
| |
(148,256)
|
| |
—
|
| |
—
|
Payments of Senior Term Loan, related party
|
| |
(66,744)
|
| |
—
|
| |
—
|
Proceeds from Original Term Facility
|
| |
—
|
| |
—
|
| |
278,026
|
Proceeds from Original Term Facility, related party
|
| |
—
|
| |
—
|
| |
271,974
|
Payments of Original Term Facility, upon extinguishment
|
| |
—
|
| |
(198,973)
|
| |
—
|
Payments of Original Term Facility, upon extinguishment, related party
|
| |
—
|
| |
(155,368)
|
| |
—
|
Payments of Original Term Facility, prior to extinguishment
|
| |
—
|
| |
(166,774)
|
| |
(126,119)
|
Payments of Original Term Facility, prior to extinguishment, related party
|
| |
—
|
| |
(130,226)
|
| |
(152,416)
|
Proceeds from ABL Facility
|
| |
1,142,717
|
| |
1,823,207
|
| |
1,427,498
|
Payments of ABL Facility
|
| |
(1,184,310)
|
| |
(1,836,642)
|
| |
(1,367,485)
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Payments of financing obligations
|
| |
(1,226)
|
| |
(3,117)
|
| |
(7,073)
|
Debt issuance costs
|
| |
(774)
|
| |
—
|
| |
(4,175)
|
Purchase of treasury stock (see Note 13)
|
| |
(437,962)
|
| |
—
|
| |
—
|
Proceeds from exercise of stock options
|
| |
439
|
| |
—
|
| |
—
|
Net cash (used in) provided by financing activities
|
| |
(277,491)
|
| |
(286,268)
|
| |
320,230
|
|
| |
|
| |
|
| ||
(Decrease) increase in cash and cash equivalents
|
| |
(32,257)
|
| |
32,131
|
| |
(39,371)
|
Cash and cash equivalents, beginning of period
|
| |
34,169
|
| |
2,038
|
| |
41,409
|
Cash and cash equivalents, end of period
|
| |
$1,912
|
| |
$34,169
|
| |
$2,038
|
|
| |
|
| |
|
| ||
Supplemental information
|
| |
|
| |
|
| |
|
Cash paid for interest
|
| |
$81,543
|
| |
$80,972
|
| |
$64,628
|
Cash paid for income taxes, net
|
| |
$38,091
|
| |
$44,029
|
| |
$96,712
|
Note 1
|
Description of Business and Summary of Significant Accounting Policies
|
•
|
Identify the customer contract;
|
•
|
Identify the performance obligations in the contract;
|
•
|
Determine the transaction price;
|
•
|
Allocate the transaction price to the performance obligations in the contract; and
|
•
|
Recognize revenue as the performance obligations are satisfied.
|
|
| |
December 31,
|
|||
|
| |
2019
|
| |
2018
|
Accounts receivable
|
| |
$ 129,953
|
| |
$ 154,479
|
Unbilled accounts receivable
|
| |
266,565
|
| |
308,827
|
Total accounts receivable
|
| |
396,518
|
| |
463,306
|
Less: allowance for doubtful accounts
|
| |
(26,828)
|
| |
(22,571)
|
Accounts receivable, net of allowance
|
| |
$369,690
|
| |
$440,735
|
|
| |
Estimated
Useful Lives |
Buildings and building improvements
|
| |
8 - 30 years
|
Leasehold improvements(1)
|
| |
1 - 8 years
|
Computer and data processing equipment
|
| |
3 years
|
Furniture and fixtures
|
| |
7 years
|
Capitalized software
|
| |
1.5 - 7 years
|
Other
|
| |
3 - 7 years
|
(1)
|
Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 8, Fixed Assets and Capitalized Software.
|
|
| |
Estimated
Useful Lives |
Client relationships
|
| |
3.5 - 4 years
|
Trademarks and domain names
|
| |
2.5 - 6 years
|
Patented technologies
|
| |
3 - 3.5 years
|
Covenants not to compete
|
| |
3 years
|
Note 2
|
Revenue Recognition
|
|
| |
December 31,
|
| |
January 1, 2018
|
|||
|
| |
2019
|
| |
2018
|
| ||
Contract assets
|
| |
$11,682
|
| |
$13,197
|
| |
$8,363
|
Contract liabilities
|
| |
24,679
|
| |
31,070
|
| |
19,926
|
•
|
Change in timing of print revenue recognition: The Company recognizes print advertising revenue at the point in time in which the performance obligation is satisfied and control transfers to the client which is upon delivery to the intended market. Previously, revenue earned from print advertising services was recognized ratably over the life of each directory.
|
•
|
Change in accounting for costs to fulfill: Costs incurred to fulfill print services are capitalized and charged to expense at the time of delivery to the intended market, consistent with the recognition of revenue. Previously, these costs were amortized over the average life, in months, of the directories, under the deferral and amortization method of accounting.
|
•
|
Change in accounting for commissions: The portion of commissions incurred to obtain an initial contract in excess of renewal commissions are capitalized and recognized over the period of benefit, which is determined to be two years. Commissions for renewals of existing contracts are expensed as incurred. Prior to the Company's adoption of ASC 606, sales commissions incurred were deferred and expensed over the relevant fulfillment cycle.
|
•
|
Change in presentation: The Company reclassified amounts related to accrued service credits to clients from the allowance for doubtful accounts, to Accrued liabilities on its consolidated balance sheet.
|
|
| |
Year Ended December 31, 2018
|
||||||
Consolidated Statements of Operations
|
| |
Under
ASC 605 |
| |
Effect of
Adoption of ASC 606 |
| |
Under
ASC 606 |
Revenue
|
| |
$1,792,953
|
| |
$(8,552)
|
| |
$1,784,401
|
|
| |
|
| |
|
| |
|
Operating expenses
|
| |
|
| |
|
| |
|
Cost of services (exclusive of depreciation and amortization)
|
| |
644,085
|
| |
3,203
|
| |
647,288
|
Sales and marketing
|
| |
480,624
|
| |
(11,386)
|
| |
469,238
|
General and administrative
|
| |
238,710
|
| |
(156)
|
| |
238,554
|
|
| |
|
| |
|
| |
|
Income before (provision) for income taxes
|
| |
60,971
|
| |
(213)
|
| |
60,758
|
(Provision) for income taxes
|
| |
(9,920)
|
| |
1,433
|
| |
(8,487)
|
Net income
|
| |
$51,051
|
| |
$1,220
|
| |
$52,271
|
|
| |
|
| |
|
| |
|
Net income per common share:
|
| |
|
| |
|
| |
|
Basic
|
| |
$0.90
|
| |
$0.02
|
| |
$0.91
|
Diluted
|
| |
$0.86
|
| |
$0.02
|
| |
$0.88
|
|
| |
December 31, 2018
|
||||||
Consolidated Balance Sheet
|
| |
Under
ASC 605 |
| |
Effect of
Adoption of ASC 606 |
| |
Under
ASC 606 |
Assets
|
| |
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
| |
|
Accounts receivable, net of allowance
|
| |
$160,484
|
| |
$280,251
|
| |
$440,735
|
Contract assets
|
| |
—
|
| |
13,197
|
| |
13,197
|
Deferred costs
|
| |
130,761
|
| |
(113,894)
|
| |
16,867
|
Long-term assets
|
| |
|
| |
|
| |
|
Other assets
|
| |
5,329
|
| |
3,525
|
| |
8,854
|
|
| |
|
| |
|
| |
|
Liabilities and Shareholders' Equity
|
| |
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
| |
|
Accrued liabilities
|
| |
170,171
|
| |
7,350
|
| |
177,521
|
Deferred revenue
|
| |
68,347
|
| |
(68,347)
|
| |
—
|
Contract liabilities
|
| |
—
|
| |
31,070
|
| |
31,070
|
Long-term liabilities
|
| |
|
| |
|
| |
|
Deferred tax liabilities
|
| |
29,632
|
| |
49,273
|
| |
78,905
|
|
| |
|
| |
|
| |
|
Shareholders' equity
|
| |
|
| |
|
| |
|
Accumulated (deficit)
|
| |
$(742,788)
|
| |
$163,733
|
| |
$(579,055)
|
|
| |
Year Ended December 31, 2018
|
||||||
Consolidated Statements of Cash Flows
|
| |
Under
ASC 605 |
| |
Effect of
Adoption of ASC 606 |
| |
Under
ASC 606 |
Cash Flows from Operating Activities
|
| |
|
| |
|
| |
|
Net income
|
| |
$51,051
|
| |
$1,220
|
| |
$52,271
|
Deferred income taxes
|
| |
(21,312)
|
| |
(1,433)
|
| |
(22,745)
|
Provision for bad debt
|
| |
24,370
|
| |
(156)
|
| |
24,214
|
Provision for service credits
|
| |
31,528
|
| |
(37)
|
| |
31,491
|
Accounts receivable
|
| |
12,176
|
| |
2,280
|
| |
14,456
|
Contract assets
|
| |
—
|
| |
(4,834)
|
| |
(4,834)
|
Deferred costs
|
| |
5,535
|
| |
(4,853)
|
| |
682
|
Prepaid and other assets
|
| |
(176)
|
| |
(3,525)
|
| |
(3,701)
|
Contract liabilities
|
| |
—
|
| |
11,144
|
| |
11,144
|
Accounts payable, accrued liabilities and refund liability
|
| |
$(72,306)
|
| |
$194
|
| |
$(72,112)
|
Note 3
|
Acquisitions
|
Total cash consideration
|
| |
$600,699
|
Total share consideration
|
| |
18,173
|
Total purchase consideration, as allocated below:
|
| |
$618,872
|
Cash and cash equivalents
|
| |
$12,965
|
Accounts receivable and other current assets
|
| |
334,275
|
Fixed assets and capitalized software
|
| |
135,479
|
Intangible assets:
|
| |
|
Client relationships (useful life of 3.5 years)
|
| |
193,100
|
Trademarks and domain names (useful life of 3.5 years)
|
| |
62,900
|
Patented technologies (useful life of 2.5 years)
|
| |
7,500
|
Indemnification asset
|
| |
18,173
|
Other assets
|
| |
1,009
|
Accounts payable and other current liabilities
|
| |
(228,501)
|
Financing obligations, including current portion
|
| |
(67,532)
|
Pension obligations
|
| |
(38,140)
|
Deferred tax liabilities
|
| |
(43,352)
|
Unrecognized tax benefits, subject to indemnification
|
| |
(49,187)
|
Other unrecognized tax benefits
|
| |
(3,281)
|
Total identifiable net assets
|
| |
$335,408
|
Goodwill
|
| |
283,464
|
Total net assets acquired
|
| |
$618,872
|
|
| |
Year Ended
December 31, 2017 |
|
| |
Pro Forma Results
|
Revenue
|
| |
$ 1,872,342
|
Net (loss)
|
| |
$(324,508)
|
Note 4
|
Fair Value Measurements
|
|
| |
2019
|
| |
2018
|
Balance as of January 1
|
| |
$ 33,882
|
| |
$ 24,364
|
Change in fair value
|
| |
(4,093)
|
| |
9,518
|
Balance as of December 31
|
| |
$29,789
|
| |
$33,882
|
|
| |
2019
|
| |
2018
|
Balance as of January 1
|
| |
$ 64,250
|
| |
$ 24,646
|
Settlement of stock option liability
|
| |
(33,901)
|
| |
—
|
Exercise of stock options
|
| |
(1,442)
|
| |
—
|
Change in fair value
|
| |
8,356
|
| |
34,287
|
Amortization of grant date fair value(1)
|
| |
5,763
|
| |
5,317
|
Balance as of December 31
|
| |
$43,026
|
| |
$64,250
|
(1)
|
Includes approximately $0.7 million of amortization associated with new stock options granted during the 4th quarter of 2019. See Note 13, Stock-Based Compensation.
|
|
| |
December 31, 2019
|
| |
December 31, 2018
|
||||||
|
| |
Carrying Amount
|
| |
Fair Value
|
| |
Carrying Amount
|
| |
Fair Value
|
Senior Term Loan, net
|
| |
$ 609,407
|
| |
$ 610,000
|
| |
$ 399,284
|
| |
$ 400,000
|
Note 5
|
Goodwill and Intangible Assets
|
|
| |
Marketing
Services |
| |
SaaS
|
| |
Total
|
Balance as of January 1, 2018
|
| |
$—
|
| |
$—
|
| |
$609,457
|
Additions
|
| |
—
|
| |
—
|
| |
—
|
Impairments
|
| |
—
|
| |
—
|
| |
—
|
Balance as of December 31, 2018
|
| |
$—
|
| |
$—
|
| |
$609,457
|
Reallocations
|
| |
390,573
|
| |
218,884
|
| |
609,457
|
Additions
|
| |
—
|
| |
—
|
| |
—
|
Impairments
|
| |
—
|
| |
—
|
| |
—
|
Balance as of December 31, 2019
|
| |
$390,573
|
| |
$218,884
|
| |
$609,457
|
|
| |
Year Ended December 31, 2019
|
|||||||||
|
| |
Gross
|
| |
Accumulated
Amortization |
| |
Net
|
| |
Weighted
Average Remaining Amortization Period in Years |
Client relationships
|
| |
$701,802
|
| |
$616,187
|
| |
$85,615
|
| |
1.0
|
Trademarks and domain names
|
| |
200,300
|
| |
139,767
|
| |
60,533
|
| |
2.6
|
Patented technologies
|
| |
19,600
|
| |
19,600
|
| |
—
|
| |
—
|
Covenants not to compete
|
| |
1,588
|
| |
256
|
| |
1,332
|
| |
2.5
|
Total intangible assets
|
| |
$923,290
|
| |
$775,810
|
| |
$147,480
|
| |
1.7
|
|
| |
Year Ended December 31, 2018
|
|||||||||
|
| |
Gross
|
| |
Accumulated
Amortization |
| |
Net
|
| |
Weighted
Average Remaining Amortization Period in Years |
Client relationships
|
| |
$701,802
|
| |
$489,991
|
| |
$211,811
|
| |
2.0
|
Trademarks and domain names
|
| |
200,300
|
| |
103,763
|
| |
96,537
|
| |
3.4
|
Patented technologies
|
| |
19,600
|
| |
15,706
|
| |
3,894
|
| |
1.0
|
Total intangible assets
|
| |
$921,702
|
| |
$609,460
|
| |
$312,242
|
| |
2.4
|
|
| |
Year Ended December 31, 2019
|
||||||||||||
|
| |
Client
relationships |
| |
Trademarks
and domain names |
| |
Patented
technologies |
| |
Covenants
not to compete |
| |
Total
Intangible assets |
Balance as of January 1
|
| |
$211,811
|
| |
$96,537
|
| |
$3,894
|
| |
$ —
|
| |
$312,242
|
Additions(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
1,588
|
| |
1,588
|
Amortization expense
|
| |
(126,196)
|
| |
(36,004)
|
| |
(3,894)
|
| |
(256)
|
| |
(166,350)
|
Balance as of December 31
|
| |
$85,615
|
| |
$60,533
|
| |
$—
|
| |
$1,332
|
| |
$147,480
|
(1)
|
The Company acquired covenants not to compete during the year ended December 31, 2019.
|
|
| |
Year Ended December 31, 2018
|
||||||||||||
|
| |
Client
relationships |
| |
Trademarks
and domain names |
| |
Patented
technologies |
| |
Total
Intangible assets |
| ||
Balance as of January 1
|
| |
$381,073
|
| |
$ 141,496
|
| |
$9,825
|
| |
$532,394
|
| ||
Additions(1)
|
| |
702
|
| |
—
|
| |
—
|
| |
702
|
| ||
Amortization expense
|
| |
(169,964)
|
| |
(44,959)
|
| |
(5,931)
|
| |
(220,854)
|
| ||
Balance as of December 31
|
| |
$211,811
|
| |
$96,537
|
| |
$3,894
|
| |
$312,242
|
|
(1)
|
See Note 3, Acquisitions.
|
Fiscal Year
|
| |
Estimated Future
Amortization Expense |
2020
|
| |
$ 115,639
|
2021
|
| |
17,008
|
2022
|
| |
14,833
|
Total
|
| |
$147,480
|
Note 6
|
Restructuring and Integration Expenses
|
|
| |
Years Ended December 31,
|
| |
Year Ended December 31, 2019
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
Cumulative
|
Severance costs
|
| |
$9,487
|
| |
$ 18,326
|
| |
$ 30,313
|
| |
$58,126
|
Facility exit costs
|
| |
6,532
|
| |
13,519
|
| |
7,317
|
| |
27,368
|
System consolidation costs(1)
|
| |
11,603
|
| |
20,859
|
| |
4,927
|
| |
37,389
|
Legal costs
|
| |
5,550
|
| |
3,956
|
| |
4,420
|
| |
13,926
|
Tax and accounting advisory services
|
| |
1,918
|
| |
14,851
|
| |
10,589
|
| |
27,358
|
Other costs(2)
|
| |
10,870
|
| |
15,796
|
| |
8,079
|
| |
34,745
|
Total restructuring and integration expenses
|
| |
$45,960
|
| |
$87,307
|
| |
$65,645
|
| |
$ 198,912
|
(1)
|
System consolidation costs primarily represents costs related to YP integration efforts and incurred with contractors engaged to assist the Company with reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts.
|
(2)
|
Other costs primarily include the write-off of fixed assets and capitalized software costs.
|
|
| |
Severance
costs |
| |
Facility
exit costs |
| |
System
consolidation costs |
| |
Legal
costs |
| |
Tax and
accounting advisory services |
| |
Other
costs |
| |
Total
|
Balance as of January 1, 2019
|
| |
$5,528
|
| |
$7,621
|
| |
$1,064
|
| |
$3,519
|
| |
$—
|
| |
$ 13,216
|
| |
$30,948
|
Expense
|
| |
9,487
|
| |
6,532
|
| |
11,603
|
| |
5,550
|
| |
1,918
|
| |
10,870
|
| |
45,960
|
Payments
|
| |
(11,638)
|
| |
(7,367)
|
| |
(12,653)
|
| |
(4,256)
|
| |
(1,904)
|
| |
(5,781)
|
| |
(43,599)
|
Balance as of December 31, 2019
|
| |
$3,377
|
| |
$6,786
|
| |
$14
|
| |
$4,813
|
| |
$14
|
| |
$18,305
|
| |
$33,309
|
|
| |
Severance
costs |
| |
Facility
exit costs |
| |
System
consolidation costs |
| |
Legal
costs |
| |
Tax and
accounting advisory services |
| |
Other
costs |
| |
Total
|
Balance as of January 1, 2018
|
| |
$12,364
|
| |
$6,024
|
| |
$938
|
| |
$3,565
|
| |
$5,082
|
| |
$3,002
|
| |
$30,975
|
Expense
|
| |
18,326
|
| |
13,519
|
| |
20,859
|
| |
3,956
|
| |
14,851
|
| |
15,796
|
| |
87,307
|
Payments
|
| |
(25,162)
|
| |
(11,922)
|
| |
(20,733)
|
| |
(4,002)
|
| |
(19,933)
|
| |
(5,582)
|
| |
(87,334)
|
Balance as of December 31, 2018
|
| |
$5,528
|
| |
$7,621
|
| |
$1,064
|
| |
$3,519
|
| |
$—
|
| |
$ 13,216
|
| |
$30,948
|
Note 7
|
Allowance for Doubtful Accounts
|
|
| |
2019
|
| |
2018
|
| |
2017
|
Balance as of January 1
|
| |
$22,571
|
| |
$31,193
|
| |
$7,708
|
Impact from adoption of ASC 606(1)
|
| |
—
|
| |
(7,129)
|
| |
—
|
Additions(2)
|
| |
30,092
|
| |
24,214
|
| |
49,087
|
Deductions(3)
|
| |
(25,835)
|
| |
(25,707)
|
| |
(25,602)
|
Balance as of December 31
|
| |
$26,828
|
| |
$22,571
|
| |
$31,193
|
(1)
|
Upon the adoption of ASC 606, the Company reclassified amounts related to accrued service credits to clients from the allowance for doubtful accounts to Accrued liabilities on its consolidated balance sheet.
|
(2)
|
For the years ended December 31, 2019 and 2018, represents provision for bad debt expense of $30.1 million and $24.2 million, respectively, which is included in General and administrative expense. For the year ended December 31, 2017, represents provision for bad debt expense of $19.7 million and provision for service credits of $29.4 million.
|
(3)
|
For the years ended December 31, 2019 and 2018, represents amounts written off as uncollectible, net of recoveries. For the year ended December 31, 2017, represents amounts written off as uncollectible, net of recoveries, and service credits provided to clients.
|
Note 8
|
Fixed Assets and Capitalized Software
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Capitalized software
|
| |
$71,128
|
| |
$83,803
|
Assets under financing obligations(1)
|
| |
54,676
|
| |
54,676
|
Computer and data processing equipment
|
| |
34,792
|
| |
39,458
|
Land, buildings and building improvements
|
| |
6,744
|
| |
8,201
|
Furniture and fixtures
|
| |
3,282
|
| |
5,462
|
Leasehold improvements
|
| |
6,502
|
| |
4,321
|
Other
|
| |
4,230
|
| |
1,197
|
Fixed assets and capitalized software
|
| |
181,354
|
| |
197,118
|
Less: accumulated depreciation and amortization
|
| |
79,842
|
| |
74,961
|
Total fixed assets and capitalized software, net
|
| |
$ 101,512
|
| |
$ 122,157
|
(1)
|
Consists of a failed sale-leaseback liability related to a building and land in Tucker, Georgia. See Note 11, Debt Obligations.
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Amortization of capitalized software
|
| |
$25,913
|
| |
$29,584
|
| |
$18,653
|
Depreciation of fixed assets(1)
|
| |
14,007
|
| |
16,537
|
| |
14,688
|
Total depreciation and amortization expense
|
| |
$39,920
|
| |
$46,121
|
| |
$33,341
|
(1)
|
Includes depreciation associated with assets held under financing obligations of $1.7 million for the years ended December 31, 2019 and 2018, respectively, and $0.8 million for the year ended December 31, 2017.
|
Note 9
|
Accrued Liabilities
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Accrued salaries and related expenses
|
| |
$43,155
|
| |
$55,815
|
Accrued severance
|
| |
3,377
|
| |
5,528
|
Accrued taxes
|
| |
27,232
|
| |
36,618
|
Accrued expenses
|
| |
57,474
|
| |
72,431
|
Accrued service credits
|
| |
9,023
|
| |
7,129
|
Accrued liabilities
|
| |
$ 140,261
|
| |
$ 177,521
|
Note 10
|
Leases
|
|
| |
Year Ended
December 31, 2019 |
Operating lease cost
|
| |
$ 12,484
|
Short-term lease cost
|
| |
1,144
|
Sublease income
|
| |
(680)
|
Total lease cost
|
| |
$12,948
|
|
| |
Year Ended
December 31, 2019 |
Cash flows from operating activities
|
| |
|
Cash paid for amounts included in the measurement of operating lease liabilities:
|
| |
|
Operating cash flows from operating leases
|
| |
$ 16,733
|
|
| |
|
Supplemental lease cash flow disclosure
|
| |
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
| |
$54,667
|
|
| |
December 31, 2019
|
Assets
|
| |
|
Operating lease right-of-use assets, net
|
| |
$ 39,046
|
|
| |
|
Liabilities
|
| |
|
Current portion of operating lease liability
|
| |
$9,579
|
Operating lease liability, net of current portion
|
| |
28,783
|
Total operating lease liability
|
| |
$38,362
|
|
| |
December 31, 2019
|
Weighted-average remaining lease term - Operating leases (years)
|
| |
4.9
|
Weighted-average discount rate - Operating leases
|
| |
9.0%
|
|
| |
Operating Leases
|
2020
|
| |
$ 12,439
|
2021
|
| |
7,962
|
2022
|
| |
7,012
|
2023
|
| |
6,932
|
2024
|
| |
6,845
|
Thereafter
|
| |
6,901
|
Total undiscounted lease payments
|
| |
$48,091
|
Less: imputed interest
|
| |
(9,729)
|
Present value of operating lease liability
|
| |
$38,362
|
|
| |
Minimum Rental
Obligations |
2019
|
| |
$9,680
|
2020
|
| |
9,153
|
2021
|
| |
7,125
|
2022
|
| |
7,015
|
2023 and thereafter
|
| |
20,632
|
Total
|
| |
$ 53,605
|
Note 11
|
Debt Obligations
|
|
| |
|
| |
|
| |
December 31,
|
|||
|
| |
Maturity
|
| |
Interest Rate
|
| |
2019
|
| |
2018
|
Senior Term Loan, related party, net(1)
|
| |
December 31, 2023
|
| |
LIBOR + 9.00%
|
| |
$609,407
|
| |
$399,284
|
ABL Facility
|
| |
September 30, 2023
|
| |
3-month LIBOR + 4.00%
|
| |
104,985
|
| |
146,577
|
Total debt obligations
|
| |
|
| |
|
| |
$714,392
|
| |
$545,861
|
(1)
|
Net of debt issuance costs of $0.6 million and $0.7 million as of December 31, 2019 and 2018, respectively.
|
Leverage Ratio
|
| |
Repurchase amount
of ECF % |
> 1.50:1.00
|
| |
100%
|
1.50:1.00 > and >1.00:1.00
|
| |
75%
|
<1.00:1.00
|
| |
50%
|
Period
|
| |
Maximum Revolver
Amount |
January 1, 2019 through December 31, 2019
|
| |
$ 225,000
|
January 1, 2020 through June 30, 2020
|
| |
200,000
|
July 1, 2020 through December 31, 2020
|
| |
175,000
|
January 1, 2021 through June 30, 2021
|
| |
150,000
|
July 1, 2021 through December 31, 2021
|
| |
125,000
|
January 1, 2022 and thereafter
|
| |
100,000
|
|
| |
December 31,
|
|||
|
| |
2019
|
| |
2018
|
Non-cash residual value of Tucker, Georgia lease
|
| |
$54,676
|
| |
$54,676
|
Future cash maturities associated with the Tucker, Georgia failed sale-leaseback liability
|
| |
1,441
|
| |
1,877
|
All other financing obligations
|
| |
—
|
| |
790
|
Reserve for facility exit costs, including current portion(1)
|
| |
—
|
| |
7,843
|
Total other financing obligations
|
| |
$56,117
|
| |
$65,186
|
(1)
|
Upon implementation of ASC 842, liabilities previously recognized under ASC 420, Exit or Disposal Cost Obligations were subsumed into operating lease right-of-use assets.
|
|
| |
Debt Obligations
|
2020
|
| |
$580
|
2021
|
| |
740
|
2022
|
| |
121
|
2023
|
| |
714,392
|
Total future cash commitments
|
| |
$715,833
|
Note 12
|
Pensions
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Interest cost
|
| |
$22,146
|
| |
$20,946
|
| |
$18,983
|
Expected return on assets
|
| |
(15,044)
|
| |
(16,716)
|
| |
(19,191)
|
Settlement loss/(gain)
|
| |
693
|
| |
(204)
|
| |
708
|
Remeasurement loss/(gain)
|
| |
45,366
|
| |
(3,510)
|
| |
40,304
|
Net periodic pension cost
|
| |
$53,161
|
| |
$516
|
| |
$40,804
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Pension benefit obligations discount rate
|
| |
4.30%
|
| |
3.63%
|
| |
4.00%
|
Interest cost discount rate
|
| |
3.93%
|
| |
3.23%
|
| |
3.32%
|
Expected return on plan assets, net of administrative expenses
|
| |
3.68%
|
| |
3.58%
|
| |
4.27%
|
Rate of compensation expense increase
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Pension benefit obligations discount rate
|
| |
3.16%
|
| |
4.30%
|
Rate of compensation increase
|
| |
N/A
|
| |
N/A
|
Interest crediting rate
|
| |
3.36%
|
| |
3.59%
|
|
| |
2019
|
| |
2018
|
Change in Benefit Obligations
|
| |
|
| |
|
Balance as of January 1
|
| |
$597,077
|
| |
$678,147
|
Acquisition
|
| |
—
|
| |
—
|
Interest cost
|
| |
22,146
|
| |
20,946
|
Actuarial loss/(gain), net
|
| |
76,161
|
| |
(41,518)
|
Benefits paid
|
| |
(51,423)
|
| |
(60,498)
|
Balance as of December 31
|
| |
$643,961
|
| |
$597,077
|
|
| |
|
| |
|
Change in Plan Assets
|
| |
|
| |
|
Balance as of January 1
|
| |
$424,927
|
| |
$502,597
|
Acquisition
|
| |
—
|
| |
—
|
Plan contributions
|
| |
30,369
|
| |
3,918
|
Actual return on plan assets, net of administrative expenses
|
| |
45,146
|
| |
(21,090)
|
Benefits paid
|
| |
(51,423)
|
| |
(60,498)
|
Balance as of December 31
|
| |
$449,019
|
| |
$424,927
|
|
| |
|
| |
|
Funded Status as of December 31 (plan assets less benefit obligations)
|
| |
$(194,942)
|
| |
$(172,150)
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Current liabilities
|
| |
$(1,409)
|
| |
$(1,231)
|
Long-term liabilities
|
| |
(193,533)
|
| |
(170,919)
|
Total pension liability as of December 31
|
| |
$(194,942)
|
| |
$(172,150)
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Accumulated benefit obligations
|
| |
$643,961
|
| |
$597,077
|
Projected benefit obligations
|
| |
643,961
|
| |
597,077
|
Plan assets
|
| |
$449,019
|
| |
$424,927
|
|
| |
Expected Future
Pension Benefit Payments |
2020
|
| |
$59,727
|
2021
|
| |
51,326
|
2022
|
| |
46,852
|
2023
|
| |
43,708
|
2024
|
| |
42,158
|
2025 to 2029
|
| |
$182,046
|
|
| |
December 31, 2019
|
|||||||||
|
| |
Total
|
| |
Level 1
(quoted market prices in active markets) |
| |
Level 2
(significant observable input) |
| |
Level 3
(Unobservable inputs) |
Cash and cash equivalents
|
| |
$8,029
|
| |
$8,029
|
| |
$—
|
| |
$ —
|
Equity funds
|
| |
99,963
|
| |
99,963
|
| |
—
|
| |
—
|
U.S. treasuries and agencies
|
| |
29,610
|
| |
—
|
| |
29,610
|
| |
—
|
Corporate bond funds
|
| |
187,272
|
| |
187,272
|
| |
—
|
| |
—
|
Total
|
| |
$324,874
|
| |
$295,264
|
| |
$29,610
|
| |
$—
|
Hedge funds-investments measured at NAV as a practical expedient
|
| |
124,145
|
| |
|
| |
|
| |
|
Total plan assets
|
| |
$449,019
|
| |
|
| |
|
| |
|
|
| |
December 31, 2018
|
|||||||||
|
| |
Total
|
| |
Level 1
(quoted market prices in active markets |
| |
Level 2
(significant observable input) |
| |
Level 3
(Unobservable inputs) |
Cash and cash equivalents
|
| |
$6,927
|
| |
$3,455
|
| |
$3,472
|
| |
$ —
|
Equity funds
|
| |
81,152
|
| |
81,152
|
| |
—
|
| |
—
|
U.S. treasuries and agencies
|
| |
37,085
|
| |
—
|
| |
37,085
|
| |
—
|
Corporate bond funds
|
| |
164,545
|
| |
164,545
|
| |
—
|
| |
—
|
Total
|
| |
$289,709
|
| |
$249,152
|
| |
$40,557
|
| |
$—
|
Hedge funds-investments measured at NAV as a practical expedient
|
| |
135,218
|
| |
|
| |
|
| |
|
Total plan assets
|
| |
$424,927
|
| |
|
| |
|
| |
|
|
| |
December 31
|
|||
|
| |
2019
|
| |
2018
|
Cash and cash equivalents
|
| |
1.8%
|
| |
1.6%
|
U.S. treasuries and agencies, corporate bond funds, and other fixed income
|
| |
48.3%
|
| |
47.5%
|
Equity funds
|
| |
22.3%
|
| |
19.1%
|
Hedge funds
|
| |
27.6%
|
| |
31.8%
|
Total
|
| |
100.0%
|
| |
100.0%
|
Note 13
|
Stock-Based Compensation
|
•
|
Due to the lack of trading volume of the Company's common stock, expected volatility is based on the debt-leveraged historical volatility of the Company's peer companies;
|
•
|
The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option;
|
•
|
Expected life is calculated using the simplified method based on the average life of the vesting term and the contractual life of each award; and
|
•
|
Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero.
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Weighted-average fair value
|
| |
$10.24
|
| |
$15.43
|
| |
$10.62
|
Dividend yield
|
| |
—
|
| |
—
|
| |
—
|
Volatility
|
| |
39.37%
|
| |
47.39%
|
| |
57.48%
|
Risk-free interest rate
|
| |
1.68%
|
| |
2.47%
|
| |
2.18%
|
Expected life (in years)
|
| |
4.47
|
| |
4.03
|
| |
4.86
|
|
| |
2019
|
|||||||||
|
| |
Number of
Stock Option Awards |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (years) |
| |
Aggregate
Intrinsic Value |
Outstanding stock option awards at January 1
|
| |
6,069,907
|
| |
$3.87
|
| |
6.79
|
| |
$90,463,239
|
Granted
|
| |
2,555,111
|
| |
16.20
|
| |
9.88
|
| |
—
|
Exercises (net cash settled, see Tender Offer below)
|
| |
(2,326,019)
|
| |
3.69
|
| |
6.75
|
| |
33,901,447
|
Exercises (issuance of shares)
|
| |
(111,660)
|
| |
3.92
|
| |
6.78
|
| |
1,420,239
|
Forfeitures/expirations
|
| |
(311,508)
|
| |
4.18
|
| |
6.81
|
| |
3,745,889
|
Outstanding stock option awards at December 31, 2019
|
| |
5,875,832
|
| |
$9.29
|
| |
8.15
|
| |
$42,433,615
|
|
| |
|
| |
|
| |
|
| |
|
Options exercisable as of December 31
|
| |
2,341,193
|
| |
$3.80
|
| |
6.78
|
| |
$29,029,972
|
|
| |
2018
|
|||||||||
|
| |
Number of
Stock Option Awards |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (years) |
| |
Aggregate
Intrinsic Value |
Outstanding stock option awards at January 1
|
| |
6,166,667
|
| |
$3.89
|
| |
8.79
|
| |
$59,324,500
|
Granted
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Exercises
|
| |
(926)
|
| |
3.67
|
| |
—
|
| |
—
|
Forfeitures/expirations
|
| |
(95,833)
|
| |
4.48
|
| |
—
|
| |
—
|
Outstanding stock option awards at December 31, 2018
|
| |
6,069,907
|
| |
$3.87
|
| |
7.79
|
| |
$90,463,239
|
|
| |
|
| |
|
| |
|
| |
|
Options exercisable as of December 31
|
| |
2,821,655
|
| |
$3.67
|
| |
7.75
|
| |
$42,612,634
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Cost of services
|
| |
$381
|
| |
$4,156
|
| |
$2,492
|
Sales and marketing
|
| |
1,649
|
| |
4,276
|
| |
2,369
|
General and administrative
|
| |
12,089
|
| |
31,172
|
| |
18,503
|
Stock-based compensation expense
|
| |
$14,119
|
| |
$39,604
|
| |
$23,364
|
Note 14
|
Earnings per Share
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Basic net income (loss) per share:
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
Weighted-average common shares outstanding during the period
|
| |
40,845,128
|
| |
57,331,622
|
| |
56,436,681
|
Basic net income (loss) per share
|
| |
$0.87
|
| |
$0.91
|
| |
$(3.04)
|
Diluted net income (loss) per share:
|
| |
|
| |
|
| |
|
Net income (loss)
|
| |
$35,504
|
| |
$52,271
|
| |
$(171,324)
|
Basic shares outstanding during the period
|
| |
40,845,128
|
| |
57,331,622
|
| |
56,436,681
|
Plus: Common stock equivalents associated with liability-based stock option awards
|
| |
2,620,870
|
| |
2,299,573
|
| |
—
|
Diluted shares outstanding
|
| |
43,465,998
|
| |
59,631,195
|
| |
56,436,681
|
Diluted net income (loss) per share
|
| |
$0.82
|
| |
$0.88
|
| |
$(3.04)
|
Note 15
|
Income Taxes
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Current tax (provision):
|
| |
|
| |
|
| |
|
Federal
|
| |
$(37,319)
|
| |
$(23,848)
|
| |
$(64,861)
|
State and local
|
| |
(5,861)
|
| |
(7,384)
|
| |
(9,594)
|
Total current tax (provision)
|
| |
(43,180)
|
| |
(31,232)
|
| |
(74,455)
|
Deferred tax benefit:
|
| |
|
| |
|
| |
|
Federal
|
| |
32,327
|
| |
7,474
|
| |
123,903
|
State and local
|
| |
(7,209)
|
| |
15,271
|
| |
18,093
|
Total deferred tax benefit
|
| |
25,118
|
| |
22,745
|
| |
141,996
|
Total (provision) benefit for income taxes
|
| |
$(18,062)
|
| |
$(8,487)
|
| |
$67,541
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Statutory federal tax rate
|
| |
21.0%
|
| |
21.0%
|
| |
35.0%
|
State and local taxes, net of federal tax benefit
|
| |
19.1
|
| |
(16.4)
|
| |
(1.8)
|
Non-deductible and non-includable items
|
| |
3.1
|
| |
(2.8)
|
| |
(0.8)
|
Subsidiary basis adjustment
|
| |
—
|
| |
—
|
| |
0.3
|
Change in federal valuation allowance
|
| |
(14.5)
|
| |
7.6
|
| |
(27.8)
|
Change in unrecognized tax benefits (including FBOS(1))
|
| |
5.3
|
| |
2.7
|
| |
0.1
|
Impact of federal tax reform legislation
|
| |
—
|
| |
—
|
| |
7.1
|
Taxable reorganization items
|
| |
—
|
| |
—
|
| |
15.3
|
Other, net
|
| |
(0.3)
|
| |
1.9
|
| |
0.9
|
Effective tax rate
|
| |
33.7%
|
| |
14.0%
|
| |
28.3%
|
(1)
|
Federal benefit of state
|
|
| |
Years Ended December 31,
|
|||
|
| |
2019
|
| |
2018
|
Deferred tax assets
|
| |
|
| |
|
Allowance for doubtful accounts
|
| |
$9,098
|
| |
$4,876
|
Deferred and other compensation
|
| |
18,165
|
| |
26,761
|
Capital investments
|
| |
3,780
|
| |
3,754
|
Debt, capitalized fees, and other interest
|
| |
4,644
|
| |
4,655
|
Pension and other post-employment benefits
|
| |
52,219
|
| |
46,466
|
Operating lease liability
|
| |
9,736
|
| |
—
|
Reserve for facility exit costs
|
| |
1,875
|
| |
1,975
|
Net operating loss and credit carryforwards
|
| |
27,019
|
| |
29,872
|
Fixed assets and capitalized software
|
| |
130
|
| |
237
|
Non-compete and other agreements
|
| |
30,250
|
| |
2,990
|
Deferred costs
|
| |
—
|
| |
27,788
|
Other, net
|
| |
11,239
|
| |
12,250
|
Total deferred tax assets
|
| |
168,155
|
| |
161,624
|
Valuation allowance
|
| |
(126,321)
|
| |
(127,294)
|
Net deferred tax assets
|
| |
$41,834
|
| |
$34,330
|
Deferred tax liabilities
|
| |
|
| |
|
Goodwill and other intangibles
|
| |
(1,658)
|
| |
(13,682)
|
Deferred revenue
|
| |
(71,943)
|
| |
(94,004)
|
Deferred costs
|
| |
(3,453)
|
| |
—
|
Investment in subsidiaries
|
| |
(4,676)
|
| |
(1,586)
|
Operating lease right-of-use assets
|
| |
(10,643)
|
| |
—
|
Other, net
|
| |
(4,199)
|
| |
(3,963)
|
Total deferred tax liabilities
|
| |
(96,572)
|
| |
(113,235)
|
Net deferred tax liability
|
| |
$(54,738)
|
| |
$(78,905)
|
|
| |
2019
|
| |
2018
|
| |
2017
|
Balance as of January 1
|
| |
$ 127,294
|
| |
$ 136,766
|
| |
$55,384
|
Impact from adoption of ASC 606
|
| |
—
|
| |
(4,365)
|
| |
—
|
Net change in valuation allowance
|
| |
(973)
|
| |
(5,107)
|
| |
81,382
|
Balance as of December 31
|
| |
$126,321
|
| |
$127,294
|
| |
$ 136,766
|
|
| |
2019
|
| |
2018
|
| |
2017
|
Balance as of January 1
|
| |
$ 48,469
|
| |
$ 49,521
|
| |
$3,246
|
Gross additions for tax positions related to the current year
|
| |
—
|
| |
146
|
| |
1,569
|
Gross additions for tax positions related to prior years
|
| |
—
|
| |
550
|
| |
47,937
|
Gross reductions for tax positions related to prior years
|
| |
—
|
| |
(665)
|
| |
(851)
|
Gross reductions for tax positions related to the lapse of applicable statute of limitations
|
| |
(164)
|
| |
(311)
|
| |
(2,380)
|
Gross reductions for tax positions related to current year settlements
|
| |
—
|
| |
(772)
|
| |
—
|
Balance as of December 31
|
| |
$48,305
|
| |
$48,469
|
| |
$ 49,521
|
Note 16
|
Contingent Liabilities
|
Note 17
|
Segment Information
|
|
| |
Year Ended December 31, 2019
|
||||||
|
| |
Marketing Services
|
| |
SaaS
|
| |
Total
|
Revenue
|
| |
$1,292,795
|
| |
$128,579
|
| |
$1,421,374
|
Segment EBITDA
|
| |
468,934
|
| |
12,165
|
| |
481,099
|
|
| |
Year Ended December 31, 2018
|
||||||
|
| |
Marketing Services
|
| |
SaaS
|
| |
Total
|
Revenue
|
| |
$1,659,786
|
| |
$124,615
|
| |
$1,784,401
|
Segment EBITDA
|
| |
593,432
|
| |
(6,927)
|
| |
586,505
|
|
| |
Year Ended December 31, 2017
|
||||||
|
| |
Marketing Services
|
| |
SaaS
|
| |
Total
|
Revenue
|
| |
$1,243,014
|
| |
$75,152
|
| |
$1,318,166
|
Segment EBITDA
|
| |
485,546
|
| |
(7,291)
|
| |
478,255
|
|
| |
Years Ended December 31
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Total Segment EBITDA
|
| |
$481,099
|
| |
$586,505
|
| |
$478,255
|
Impact of ASC 842
|
| |
534
|
| |
—
|
| |
—
|
Impact of ASC 606
|
| |
—
|
| |
(213)
|
| |
—
|
Interest expense
|
| |
(92,951)
|
| |
(82,697)
|
| |
(67,815)
|
Depreciation and amortization
|
| |
(206,270)
|
| |
(266,975)
|
| |
(301,435)
|
Other components of net periodic pension cost
|
| |
(53,161)
|
| |
(516)
|
| |
(40,804)
|
(Loss) gain on early extinguishment of debt
|
| |
(6,375)
|
| |
(18,375)
|
| |
751
|
Adjustments for acquisition accounting, fresh start accounting, and other one-time adjustments including accounting conformity adjustments(1)
|
| |
—
|
| |
(28,587)
|
| |
(218,084)
|
Restructuring and integration expenses
|
| |
(45,960)
|
| |
(87,307)
|
| |
(65,645)
|
Transaction costs(2)
|
| |
(6,081)
|
| |
—
|
| |
—
|
Stock-based compensation expense
|
| |
(14,119)
|
| |
(39,604)
|
| |
(23,364)
|
Other
|
| |
(3,150)
|
| |
(1,473)
|
| |
(724)
|
Income (loss) before (provision) benefit for income taxes
|
| |
$53,566
|
| |
$60,758
|
| |
$(238,865)
|
(1)
|
The Company's segment results include the recognition of contract liabilities (deferred revenue) and deferred costs associated with deferred balances that were written off in acquisition accounting and fresh start accounting. The Company's consolidated results do not include these amounts.
|
(2)
|
Consists of direct listing and other transaction costs.
|
|
| |
Years Ended December 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
Marketing Services
|
| |
|
| |
|
| |
|
PYP
|
| |
$605,952
|
| |
$798,838
|
| |
$542,745
|
IYP
|
| |
339,416
|
| |
379,687
|
| |
259,526
|
SEM
|
| |
232,345
|
| |
328,814
|
| |
288,161
|
Other
|
| |
115,082
|
| |
152,447
|
| |
152,582
|
Total Marketing Services
|
| |
1,292,795
|
| |
1,659,786
|
| |
1,243,014
|
SaaS
|
| |
|
| |
|
| |
|
Thryv platform
|
| |
96,405
|
| |
111,875
|
| |
72,755
|
Thryv Leads and Add-ons
|
| |
32,174
|
| |
12,740
|
| |
2,397
|
Total SaaS
|
| |
128,579
|
| |
124,615
|
| |
75,152
|
Total Revenue
|
| |
$1,421,374
|
| |
$1,784,401
|
| |
$1,318,166
|
Note 18
|
Subsequent Events
|
|
| |
Six Months Ended June 30,
|
|||
|
| |
2020
|
| |
2019
|
Revenue
|
| |
$622,182
|
| |
$757,128
|
Operating expenses:
|
| |
|
| |
|
Cost of services (exclusive of depreciation and amortization)
|
| |
191,594
|
| |
255,285
|
Sales and marketing
|
| |
141,164
|
| |
182,913
|
General and administrative
|
| |
82,547
|
| |
96,375
|
Depreciation and amortization
|
| |
75,429
|
| |
104,814
|
Impairment charges
|
| |
18,230
|
| |
4,999
|
Total operating expenses
|
| |
508,964
|
| |
644,386
|
|
| |
|
| |
|
Operating income
|
| |
113,218
|
| |
112,742
|
Other income (expense):
|
| |
|
| |
|
Interest expense
|
| |
(28,206)
|
| |
(34,534)
|
Interest expense, related party
|
| |
(9,736)
|
| |
(12,868)
|
Other components of net periodic pension cost
|
| |
(1,137)
|
| |
(3,686)
|
Loss on early extinguishment of debt
|
| |
—
|
| |
(6,375)
|
Income before provision for income taxes
|
| |
74,139
|
| |
55,279
|
(Provision) for income taxes
|
| |
(34,573)
|
| |
(17,450)
|
Net income
|
| |
$39,566
|
| |
$37,829
|
|
| |
|
| |
|
Net income per common share:
|
| |
|
| |
|
Basic
|
| |
$1.24
|
| |
$0.78
|
Diluted
|
| |
$1.15
|
| |
$0.74
|
Weighted-average shares used in computing basic and diluted net income per common share:
|
| |
|
| |
|
Basic
|
| |
32,007,114
|
| |
48,332,797
|
Diluted
|
| |
34,414,996
|
| |
51,307,184
|
|
| |
June 30,
2020 |
| |
December 31,
2019 |
|
| |
(unaudited)
|
| |
|
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$1,589
|
| |
$1,912
|
Accounts receivable, net of allowance of $36,166 and $26,828
|
| |
376,045
|
| |
369,690
|
Contract assets, net of allowance of $463 and $0
|
| |
13,732
|
| |
11,682
|
Taxes receivable
|
| |
35,984
|
| |
37,460
|
Deferred costs
|
| |
12,019
|
| |
15,321
|
Prepaid expenses and other
|
| |
12,701
|
| |
12,715
|
Indemnification asset
|
| |
25,371
|
| |
29,789
|
Total current assets
|
| |
477,441
|
| |
478,569
|
Fixed assets and capitalized software, net
|
| |
88,949
|
| |
101,512
|
Operating lease right-of-use assets, net
|
| |
23,317
|
| |
39,046
|
Goodwill
|
| |
609,457
|
| |
609,457
|
Intangible assets, net
|
| |
89,646
|
| |
147,480
|
Debt issuance costs
|
| |
2,991
|
| |
3,451
|
Other assets
|
| |
8,915
|
| |
8,777
|
Total assets
|
| |
$1,300,716
|
| |
$1,388,292
|
Liabilities and Shareholders' Equity
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Accounts payable
|
| |
$15,691
|
| |
$16,067
|
Accrued liabilities
|
| |
171,513
|
| |
140,261
|
Current portion of financing obligations
|
| |
657
|
| |
580
|
Current portion of operating lease liability
|
| |
7,252
|
| |
9,579
|
Accrued interest
|
| |
10,906
|
| |
13,164
|
Current portion of unrecognized tax benefits
|
| |
54,902
|
| |
53,111
|
Contract liabilities
|
| |
21,136
|
| |
24,679
|
Total current liabilities
|
| |
282,057
|
| |
257,441
|
Senior Term Loan, net of debt issuance costs of $519 and $593
|
| |
375,020
|
| |
420,036
|
Senior Term Loan, related party
|
| |
169,071
|
| |
189,371
|
ABL Facility
|
| |
114,471
|
| |
104,985
|
Financing obligations, net of current portion
|
| |
55,192
|
| |
55,537
|
Pension obligations, net
|
| |
178,168
|
| |
193,533
|
Stock option liability
|
| |
37,318
|
| |
43,026
|
Long-term disability insurance
|
| |
10,411
|
| |
10,874
|
Deferred tax liabilities
|
| |
12,588
|
| |
54,738
|
Unrecognized tax benefits, net of current portion
|
| |
1,885
|
| |
1,833
|
Operating lease liability, net of current portion
|
| |
27,178
|
| |
28,783
|
Other liabilities
|
| |
857
|
| |
875
|
Total long-term liabilities
|
| |
982,159
|
| |
1,103,591
|
Commitments and contingencies (see Note 12)
|
| |
|
| |
|
Shareholders' equity
|
| |
|
| |
|
Common stock - $.01 par value, 250,000,000 shares authorized;
57,463,943 shares issued and 30,829,145 shares outstanding at June 30, 2020; and 57,443,282 shares issued and 33,490,526 shares outstanding at December 31, 2019 |
| |
574
|
| |
574
|
Additional paid-in capital
|
| |
1,009,001
|
| |
1,008,701
|
Treasury stock - 26,634,798 shares at June 30, 2020 and 23,952,756
shares at December 31, 2019 |
| |
(468,588)
|
| |
(437,962)
|
Accumulated deficit
|
| |
(504,487)
|
| |
(544,053)
|
Total shareholders’ equity
|
| |
36,500
|
| |
27,260
|
Total liabilities and shareholders’ equity
|
| |
$1,300,716
|
| |
$1,388,292
|
|
| |
Common Stock
|
| |
|
| |
Treasury Stock
|
| |
|
| |
|
||||||
|
| |
Common
Shares Issued |
| |
Par
Value |
| |
Additional
Paid-in Capital |
| |
Shares
|
| |
Amount
|
| |
Accumulated
(Deficit) |
| |
Total
Shareholders' Equity |
Balance as of December 31, 2019
|
| |
57,443,282
|
| |
$574
|
| |
$1,008,701
|
| |
(23,952,756)
|
| |
$(437,962)
|
| |
$(544,053)
|
| |
$27,260
|
Purchase of treasury stock
(see Note 9) |
| |
—
|
| |
—
|
| |
—
|
| |
(2,682,042)
|
| |
(30,626)
|
| |
—
|
| |
(30,626)
|
Exercise of stock options
|
| |
20,661
|
| |
—
|
| |
300
|
| |
—
|
| |
—
|
| |
—
|
| |
300
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
39,566
|
| |
39,566
|
Balance as of June 30, 2020
|
| |
57,463,943
|
| |
$574
|
| |
$1,009,001
|
| |
(26,634,798)
|
| |
$(468,588)
|
| |
$(504,487)
|
| |
$36,500
|
Balance as of December 31, 2018
|
| |
57,331,622
|
| |
$573
|
| |
$1,006,822
|
| |
—
|
| |
$—
|
| |
$(579,055)
|
| |
$428,340
|
Purchase of treasury stock
(see Note 9) |
| |
—
|
| |
—
|
| |
—
|
| |
(23,952,756)
|
| |
(437,942)
|
| |
—
|
| |
(437,942)
|
Cumulative effect of adoption of new lease standard
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(502)
|
| |
(502)
|
Net income
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
37,829
|
| |
37,829
|
Balance as of June 30, 2019
|
| |
57,331,622
|
| |
$573
|
| |
$1,006,822
|
| |
(23,952,756)
|
| |
$(437,942)
|
| |
$(541,728)
|
| |
$27,725
|
|
| |
Six Months Ended June 30,
|
|||
|
| |
2020
|
| |
2019
|
Cash Flows from Operating Activities
|
| |
|
| |
|
Net income
|
| |
$39,566
|
| |
$37,829
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
| |
|
| |
|
Depreciation and amortization
|
| |
75,429
|
| |
104,814
|
Amortization of debt issuance costs
|
| |
534
|
| |
589
|
Deferred income taxes
|
| |
(42,150)
|
| |
(25,167)
|
Provision for bad debt
|
| |
22,436
|
| |
16,147
|
Provision for service credits
|
| |
17,197
|
| |
13,261
|
Stock-based compensation (benefit) expense
|
| |
(5,484)
|
| |
14,399
|
Other components of net periodic pension cost
|
| |
1,137
|
| |
3,686
|
Loss on early extinguishment of debt
|
| |
—
|
| |
6,375
|
Loss on disposal/write-off of fixed assets and capitalized software
|
| |
3,491
|
| |
5,290
|
Impairment charges
|
| |
18,230
|
| |
4,999
|
Non-cash loss from remeasurement of indemnification asset
|
| |
4,418
|
| |
910
|
Changes in working capital items, excluding acquisitions:
|
| |
|
| |
|
Accounts receivable
|
| |
(28,791)
|
| |
16,865
|
Contract assets
|
| |
(2,050)
|
| |
965
|
Deferred costs
|
| |
3,302
|
| |
1,621
|
Prepaid and other assets
|
| |
(125)
|
| |
(6,752)
|
Accounts payable and accrued liabilities
|
| |
(67,064)
|
| |
(56,876)
|
Accrued income taxes, net
|
| |
64,821
|
| |
28,371
|
Operating lease liability
|
| |
(3,482)
|
| |
(5,702)
|
Contract liabilities
|
| |
(3,544)
|
| |
(4,181)
|
Settlement of stock option liability
|
| |
—
|
| |
(33,901)
|
Net cash provided by operating activities
|
| |
97,871
|
| |
123,542
|
|
| |
|
| |
|
Cash Flows from Investing Activities
|
| |
|
| |
|
Additions to fixed assets and capitalized software
|
| |
(12,975)
|
| |
(5,956)
|
Proceeds from the sale of building and fixed assets
|
| |
1,502
|
| |
842
|
Acquisition of a business, net of cash acquired
|
| |
—
|
| |
(147)
|
Net cash (used in) investing activities
|
| |
(11,473)
|
| |
(5,261)
|
|
| |
|
| |
|
Cash Flows from Financing Activities
|
| |
|
| |
|
Payments of Senior Term Loan
|
| |
(45,090)
|
| |
(75,163)
|
Payments of Senior Term Loan, related party
|
| |
(20,300)
|
| |
(33,837)
|
Proceeds from Senior Term Loan, net
|
| |
—
|
| |
193,625
|
Proceeds from Senior Term Loan, related party
|
| |
—
|
| |
225,000
|
Proceeds from ABL Facility
|
| |
606,455
|
| |
471,287
|
Payments of ABL Facility
|
| |
(596,969)
|
| |
(487,823)
|
Payments of financing obligations
|
| |
(267)
|
| |
(835)
|
Debt issuance costs
|
| |
—
|
| |
(774)
|
Purchase of treasury stock (see Note 9)
|
| |
(30,626)
|
| |
(437,942)
|
Proceeds from exercise of stock options
|
| |
76
|
| |
—
|
Net cash (used in) provided by financing activities
|
| |
(86,721)
|
| |
(146,462)
|
(Decrease) increase in cash and cash equivalents
|
| |
(323)
|
| |
(28,181)
|
Cash and cash equivalents, beginning of period
|
| |
1,912
|
| |
34,169
|
Cash and cash equivalents, end of period
|
| |
$1,589
|
| |
$5,988
|
|
| |
|
| |
|
Supplemental Information
|
| |
|
| |
|
Cash paid for interest
|
| |
$39,671
|
| |
$34,209
|
Cash paid for income taxes, net
|
| |
$11,902
|
| |
$14,246
|
Note 1
|
Description of Business and Summary of Significant Accounting Policies
|
Note 2
|
Revenue Recognition
|
|
| |
June 30, 2020
|
| |
December 31, 2019
|
Contract assets, net of allowance of $463 and $0
|
| |
$13,732
|
| |
$11,682
|
Contract liabilities
|
| |
21,136
|
| |
24,679
|
Note 3
|
Fair Value Measurements
|
Level 1 —
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2 —
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
|
Level 3 —
|
Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques. These valuations require significant judgment.
|
|
| |
2020
|
Balance as of December 31, 2019
|
| |
$29,789
|
Change in fair value
|
| |
(4,418)
|
Balance as of June 30, 2020
|
| |
$25,371
|
|
| |
2020
|
Balance as of December 31, 2019
|
| |
$43,026
|
Exercise of stock options
|
| |
(224)
|
Change in fair value
|
| |
(9,087)
|
Amortization of grant date fair value
|
| |
3,603
|
Balance as of June 30, 2020
|
| |
$37,318
|
|
| |
June 30, 2020
|
| |
December 31, 2019
|
||||||
|
| |
Carrying
Amount |
| |
Fair Value
|
| |
Carrying
Amount |
| |
Fair Value
|
Senior Term Loan, net
|
| |
$544,091
|
| |
$517,380
|
| |
$609,407
|
| |
$610,000
|
Note 4
|
Restructuring and Integration Expenses
|
|
| |
Six Months Ended June 30,
|
| |
|
|||
|
| |
2020
|
| |
2019
|
| |
Cumulative
|
Severance costs
|
| |
$—
|
| |
$5,409
|
| |
$58,126
|
Facility exit costs
|
| |
—
|
| |
3,287
|
| |
27,368
|
System consolidation costs(1)
|
| |
—
|
| |
6,402
|
| |
37,389
|
Legal costs
|
| |
—
|
| |
4,233
|
| |
13,926
|
Tax and accounting advisory services
|
| |
—
|
| |
946
|
| |
27,358
|
Other costs(2)
|
| |
—
|
| |
7,626
|
| |
34,745
|
Total restructuring and integration expenses
|
| |
$—
|
| |
$27,903
|
| |
$198,912
|
(1)
|
System consolidation costs primarily represents costs related to YP integration efforts and incurred with contractors engaged to assist the Company with reducing duplicate software applications and licenses, obtaining new maintenance and network contracts, consolidating data centers, and eliminating telecom contracts.
|
(2)
|
Other costs primarily include the write-off of fixed assets and capitalized software costs.
|
|
| |
Severance
costs |
| |
Facility
exit costs |
| |
System
consolidation costs |
| |
Legal
costs |
| |
Tax and
accounting advisory services |
| |
Other
costs(1) |
| |
Total
|
Balance as of January 1, 2020
|
| |
$3,377
|
| |
$6,786
|
| |
$14
|
| |
$4,813
|
| |
$14
|
| |
$—
|
| |
$15,004
|
Expense
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Payments
|
| |
(2,898)
|
| |
(3,005)
|
| |
(14)
|
| |
(3,563)
|
| |
(14)
|
| |
—
|
| |
(9,494)
|
Balance as of June 30, 2020
|
| |
$479
|
| |
$3,781
|
| |
$—
|
| |
$1,250
|
| |
$—
|
| |
$—
|
| |
$5,510
|
(1)
|
Other costs primarily include the write-off of fixed assets and capitalized software costs. A reconciliation of the beginning and ending liability balance is not provided as these costs represent non-cash impairments of assets and therefore are not a liability of the Company.
|
Note 5
|
Allowance for Credit Losses
|
|
| |
2020
|
Balance as of December 31, 2019
|
| |
$26,828
|
Additions(1)
|
| |
22,436
|
Deductions(2)
|
| |
(12,635)
|
Balance as of June 30, 2020(3)
|
| |
$36,629
|
(1)
|
For the six months ended June 30, 2020, represents provision for bad debt expense of $22.4 million which is included in General and administrative expense.
|
(2)
|
For the six months ended June 30, 2020, represents amounts written off as uncollectible, net of recoveries.
|
(3)
|
As of June 30, 2020, $36.2 million of the allowance is attributable to Accounts receivable and $0.5 million is attributable to Contract assets.
|
Note 6
|
Accrued Liabilities
|
|
| |
June 30, 2020
|
| |
December 31, 2019
|
Accrued salaries and related expenses
|
| |
$29,083
|
| |
$43,155
|
Accrued severance(1)
|
| |
3,480
|
| |
3,377
|
Accrued taxes
|
| |
85,428
|
| |
27,232
|
Accrued expenses
|
| |
44,986
|
| |
57,474
|
Accrued service credits
|
| |
8,536
|
| |
9,023
|
Accrued liabilities
|
| |
$171,513
|
| |
$140,261
|
(1)
|
During the six months ended June 30, 2020, the Company incurred a total of $7.3 million in severance expense, which was recorded in General and administrative expense. Severance expense of $6.6 million and $0.7 million was recorded in the Marketing Services and SaaS segments, respectively. The severance expense includes employee termination charges of $5.0 million, recorded as a result of COVID-19 with $4.5 million and $0.5 million related to the Marketing Services and SaaS segments, respectively. As of June 30, 2020, this restructuring is complete. During the six months ended June 30, 2020, the Company paid a total of $6.5 million related to severance. The severance payment included $2.2 million due to COVID-19 employee terminations, $2.9 million related to post-merger integration of YP, and $1.4 million of severance expense associated with ongoing cost reduction initiatives.
|
Note 7
|
Debt Obligations
|
|
| |
Maturity
|
| |
Interest Rate
|
| |
June 30,
2020 |
| |
December 31,
2019 |
Senior Term Loan, related party, net(1)
|
| |
December 31, 2023
|
| |
LIBOR + 9.00%
|
| |
$544,091
|
| |
$609,407
|
ABL Facility
|
| |
September 30, 2023
|
| |
3-month LIBOR + 4.00%
|
| |
114,471
|
| |
104,985
|
Total debt obligations
|
| |
|
| |
|
| |
$658,562
|
| |
$714,392
|
(1)
|
Net of debt issuance costs of $0.5 million and $0.6 million, as of June 30, 2020 and December 31, 2019, respectively.
|
|
| |
June 30, 2020
|
| |
December 31, 2019
|
Non-cash residual value of Tucker, Georgia lease
|
| |
$54,676
|
| |
$54,676
|
Future maturities associated with the Tucker, Georgia failed sale-leaseback liability
|
| |
1,173
|
| |
1,441
|
Total other financing obligations
|
| |
$55,849
|
| |
$56,117
|
Note 8
|
Pensions
|
|
| |
Six Months Ended
June 30, |
|||
|
| |
2020
|
| |
2019
|
Interest cost
|
| |
$8,433
|
| |
$11,184
|
Expected return on assets
|
| |
(8,059)
|
| |
(7,498)
|
Settlement loss
|
| |
24
|
| |
—
|
Remeasurement loss
|
| |
739
|
| |
—
|
Net periodic pension cost
|
| |
$1,137
|
| |
$3,686
|
Note 9
|
Shareholders' Equity
|
|
| |
Six Months Ended
June 30, |
|||
|
| |
2020
|
| |
2019
|
Basic net income per share:
|
| |
|
| |
|
Net income
|
| |
$39,566
|
| |
$37,829
|
Weighted-average common shares outstanding during the period
|
| |
32,007,114
|
| |
48,332,797
|
Basic net income per share
|
| |
$1.24
|
| |
$0.78
|
|
| |
Six Months Ended
June 30, |
|||
|
| |
2020
|
| |
2019
|
Diluted net income per share:
|
| |
|
| |
|
Net income
|
| |
$39,566
|
| |
$37,829
|
Basic shares outstanding during the period
|
| |
32,007,114
|
| |
48,332,797
|
Plus: Common stock equivalents associated with liability-based stock
option awards |
| |
2,407,882
|
| |
2,974,387
|
Diluted shares outstanding
|
| |
34,414,996
|
| |
51,307,184
|
Diluted net income per share
|
| |
$1.15
|
| |
$0.74
|
Note 11
|
Income Taxes
|
Note 12
|
Contingent Liabilities
|
Note 13
|
Segment Information
|
|
| |
Six Months Ended June 30, 2020
|
||||||
|
| |
Marketing Services
|
| |
SaaS
|
| |
Total
|
Revenue
|
| |
$559,049
|
| |
$63,133
|
| |
$622,182
|
Segment EBITDA
|
| |
222,690
|
| |
8,224
|
| |
230,914
|
|
| |
Six Months Ended June 30, 2019
|
||||||
|
| |
Marketing Services
|
| |
SaaS
|
| |
Total
|
Revenue
|
| |
$692,278
|
| |
$64,850
|
| |
$757,128
|
Segment EBITDA
|
| |
250,730
|
| |
9,738
|
| |
260,468
|
|
| |
Six Months Ended June 30,
|
|||
|
| |
2020
|
| |
2019
|
Total Segment EBITDA
|
| |
$230,914
|
| |
$260,468
|
Impact of ASC 842
|
| |
—
|
| |
320
|
Interest expense
|
| |
(37,942)
|
| |
(47,402)
|
Depreciation and amortization
|
| |
(75,429)
|
| |
(104,814)
|
Other components of net periodic pension cost
|
| |
(1,137)
|
| |
(3,686)
|
(Loss) on early extinguishment of debt
|
| |
—
|
| |
(6,375)
|
Impairment charges
|
| |
(18,230)
|
| |
(4,999)
|
Restructuring and integration expenses(1)
|
| |
(17,192)
|
| |
(22,904)
|
Transaction costs(2)
|
| |
(9,766)
|
| |
—
|
Stock-based compensation benefit (expense)
|
| |
5,484
|
| |
(14,399)
|
(Loss) from remeasurement of indemnification asset
|
| |
(4,418)
|
| |
(910)
|
Other
|
| |
1,855
|
| |
(20)
|
Income before (provision) for income taxes
|
| |
$74,139
|
| |
$55,279
|
(1)
|
For the six months ended June 30, 2020, the Company incurred $7.3 million of severance expense, of which $5.0 million was a result of the COVID-19 pandemic, as discussed in Note 6. In addition, the Company incurred losses on disposal of fixed assets and capitalized software and costs associated with abandoned facilities and system consolidation.
|
(2)
|
Consists of direct listing and other transaction costs.
|
|
| |
Six Months Ended June 30,
|
|||
|
| |
2020
|
| |
2019
|
Marketing Services
|
| |
|
| |
|
PYP
|
| |
$276,547
|
| |
$331,121
|
IYP
|
| |
144,267
|
| |
175,592
|
SEM
|
| |
90,659
|
| |
122,443
|
Other
|
| |
47,576
|
| |
63,122
|
Total Marketing Services
|
| |
559,049
|
| |
692,278
|
SaaS
|
| |
|
| |
|
Thryv Platform
|
| |
45,194
|
| |
50,048
|
Thryv Leads and Add-ons
|
| |
17,939
|
| |
14,802
|
Total SaaS
|
| |
63,133
|
| |
64,850
|
Total Revenue
|
| |
$622,182
|
| |
$757,128
|
Note 14
|
Subsequent Events
|
|
| |
Amount Paid or to be Paid
|
SEC registration fee
|
| |
$ *
|
Nasdaq listing fee
|
| |
*
|
Printing fees and expenses
|
| |
*
|
Legal fees and expenses
|
| |
*
|
Accounting fees and expenses
|
| |
*
|
Transfer agent and registrar fees and expenses
|
| |
*
|
Miscellaneous expenses
|
| |
*
|
Total
|
| |
*
|
*
|
To be provided by amendment
|
•
|
From June 1, 2017 to February 19, 2020, we granted options to 150 employees to purchase an aggregate of 2,720,806 shares of our common stock under the 2016 Stock Incentive Plan with exercise prices ranging from $3.68 to $16.20 per share.
|
•
|
From June 1, 2017 to September 4, 2019, we issued an aggregate of 111,658 shares of our common stock to a total of eight employees or former employees upon the exercise of options previously granted under the 2016 Stock Incentive Plan at exercise prices ranging from $3.68 to $11.60 per share.
|
•
|
From June 1, 2017 to March 13, 2020, we issued an aggregate of 20,661 shares of common stock to a total of one non-employee board member upon the exercise of options previously granted under the 2016 Stock Incentive Plan at an exercise price of $3.68 per share.
|
•
|
On August 25, 2020, we issued an aggregate of 3,800 shares of common stock to a total of 38 employees under the 2016 Stock Incentive Plan at a price of $10.17 per share.
|
•
|
In August 2016, we entered into the Warrant Agreement that governs the terms and rights of our warrants to purchase shares of common stock at the initial exercise price of such warrants. Each warrant represents the right to purchase one share of common stock at an initial exercise price of $24.39 per share. The warrants were issued in connection with the extinguishment of certain outstanding indebtedness in connection with our Restructuring. As of August 31, 2020, 10,459,141 warrants were outstanding and holders of such warrants are entitled to purchase, in the aggregate, up to 5,810,634 shares of common stock.
|
•
|
On August 25, 2020, we issued in a private placement 68,880 shares of common stock at a price of $10.17 per share.
|
Exhibit No.
|
| |
Description
|
| |
Form of Fourth Amended and Restated Certificate of Incorporation of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
|
|
| |
Form of Second Amended and Restated Bylaws of Thryv Holdings, Inc. to be in effect prior to the listing made under this Registration Statement.
|
|
| |
Form of Certificate of Common Stock.
|
|
| |
Amended and Restated Credit Agreement, dated June 30, 2017, by and among Thryv, Inc., certain other Credit Parties, certain other Subsidiaries of Thryv, Inc., the lenders party thereto and Wells Fargo Bank, National Association.
|
|
| |
First Amendment to Amended and Restated Credit Agreement, dated January 31, 2019, among Thryv, Inc., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
|
|
| |
Second Amendment to Amended and Restated Credit Agreement, dated March 21, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
|
|
| |
Third Amendment to Amended and Restated Credit Agreement, dated August 20, 2019, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
|
|
| |
Fourth Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, Thryv Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
|
|
| |
Amended and Restated Credit Agreement, dated December 31, 2018, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
|
|
| |
First Amendment to Amended and Restated Credit Agreement, dated January 28, 2020, among Thryv, Inc., as borrower, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
|
|
| |
Second Amended and Restated Guarantee and Collateral Agreement, dated December 31, 2018 between Thryv Holdings, Inc., Thryv, Inc. and each Subsidiary Guarantor, if any, and Wilmington Trust, National Association, as administrative agent.
|
|
| |
Form of Amended and Restated Stockholders’ Agreement, by and among Thryv Holdings, Inc. and the Stockholders party thereto to be entered into prior to the listing made under this Registration Statement.
|
|
| |
Warrant Agreement, dated August 15, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
|
|
| |
Officer’s Certificate delivered pursuant to the Warrant Agreement, dated November 17, 2016, among Thryv, Inc., Computershare Inc. and Computershare Trust Company, N.A.
|
|
| |
Pledge Agreement, dated June 30, 2017, by and between Yosemite Sellers’ Representative LLC and Thryv Holdings, Inc.
|
|
5.1*
|
| |
Opinion of Weil, Gotshal & Manges, LLP.
|
| |
Amended and Restated Employment Agreement, dated September 26, 2016, by and between Thryv, Inc. and Joe Walsh.
|
|
| |
Thryv Holdings, Inc. Stock Incentive Plan, dated September 26, 2016.
|
|
| |
Form of Stock Option Agreement, dated September 26, 2016.
|
|
| |
Form of 2019 Over Performance Plan.
|
|
| |
Form of 2019 Short Term Incentive Plan.
|
|
| |
Form of 2020 Over Performance Plan.
|
|
| |
Form of 2020 Short Term Incentive Plan.
|
|
| |
Thryv, Inc. Severance Plan—Executive Vice Presidents and Above.
|
|
10.9*
|
| |
Thryv Holdings, Inc. 2020 Incentive Award Plan.
|
10.10*
|
| |
Thryv Holdings, Inc. Stock Option Agreement.
|
Exhibit No.
|
| |
Description
|
| |
List of subsidiaries of Thryv Holdings, Inc.
|
|
| |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
23.2*
|
| |
Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1).
|
| |
Power of Attorney (included on signature page).
|
*
|
To be filed by amendment.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act, as amended, or the Securities Act.
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
(2)
|
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
| |
THRYV HOLDINGS, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Joseph A. Walsh
|
|
| |
|
| |
Name: Joseph A. Walsh
|
|
| |
|
| |
Title: Chief Executive Officer
|
Signature
|
| |
Title
|
|
| |
|
/s/ Joseph A. Walsh
|
| |
Chief Executive Officer, President and Director
(Principal Executive Officer) |
Joseph A. Walsh
|
| ||
|
| |
|
/s/ Paul D. Rouse
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
Paul D. Rouse
|
| ||
|
| |
|
/s/ Jason Mudrick
|
| |
Chairman and Director
|
Jason Mudrick
|
| |
|
|
| |
|
/s/ Amer Akhtar
|
| |
Director
|
Amer Akhtar
|
| |
|
|
| |
|
/s/ Bonnie Kintzer
|
| |
Director
|
Bonnie Kintzer
|
| |
|
|
| |
|
/s/ Ryan O’Hara
|
| |
Director
|
Ryan O'Hara
|
| |
|
|
| |
|
/s/ John Slater
|
| |
Director
|
John Slater
|
| |
|
|
| |
|
/s/ Lauren Vaccarello
|
| |
Director
|
Lauren Vaccarello
|
| |
|
|
| |
|
/s/ Heather Zynczak
|
| |
Director
|
Heather Zynczak
|
|
|
|
|
Joseph A. Walsh, President and CEO
|
|
AMENDED AND RESTATED CREDIT AGREEMENT
|
|
by and among
|
||
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
Page
|
|||
1.
|
DEFINITIONS AND CONSTRUCTION
|
1
|
|
1.1
|
Definitions
|
2
|
|
1.2
|
Accounting Terms
|
2
|
|
1.3
|
Code
|
2
|
|
1.4
|
Construction
|
2
|
|
1.5
|
Time References
|
3
|
|
1.6
|
Schedules and Exhibits
|
3
|
|
1.7
|
Co-Collateral Agent Determinations
|
3
|
|
2.
|
LOANS AND TERMS OF PAYMENT
|
3
|
|
2.1
|
Revolving Loans
|
3
|
|
2.2
|
[Reserved]
|
4
|
|
2.3
|
Borrowing Procedures and Settlements
|
4
|
|
2.4
|
Payments; Reductions of Commitments; Prepayments
|
10
|
|
2.5
|
Promise to Pay; Promissory Notes
|
13
|
|
2.6
|
Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
|
14
|
|
2.7
|
Crediting Payments
|
15
|
|
2.8
|
Designated Account
|
15
|
|
2.9
|
Maintenance of Loan Account; Statements of Obligations
|
15
|
|
2.10
|
Fees
|
16
|
|
2.11
|
Letters of Credit
|
16
|
|
2.12
|
[Reserved]
|
23
|
|
2.13
|
Capital Requirements
|
23
|
|
2.14
|
[Reserved]
|
24
|
|
2.15
|
Joint and Several Liability of Borrowers
|
24
|
|
3.
|
CONDITIONS; TERM OF AGREEMENT
|
26
|
|
3.1
|
Conditions Precedent to the Initial Extension of Credit
|
26
|
|
3.2
|
Conditions Precedent to all Extensions of Credit
|
26
|
|
3.3
|
Maturity
|
26
|
|
3.4
|
Effect of Maturity
|
26
|
|
3.5
|
Early Termination by Borrowers
|
26
|
Page
|
|||
3.6
|
Conditions Subsequent
|
27
|
|
4.
|
REPRESENTATIONS AND WARRANTIES
|
27
|
|
4.1
|
Due Organization and Qualification; Subsidiaries
|
27
|
|
4.2
|
Due Authorization; No Conflict
|
28
|
|
4.3
|
Governmental Consents
|
28
|
|
4.4
|
Binding Obligations; Perfected Liens
|
28
|
|
4.5
|
Title to Assets; No Encumbrances
|
28
|
|
4.6
|
Litigation
|
29
|
|
4.7
|
Compliance with Laws
|
29
|
|
4.8
|
No Material Adverse Effect
|
29
|
|
4.9
|
Solvency
|
29
|
|
4.10
|
ERISA
|
29
|
|
4.11
|
Environmental Condition
|
30
|
|
4.12
|
Complete Disclosure
|
30
|
|
4.13
|
Patriot Act
|
30
|
|
4.14
|
Indebtedness
|
30
|
|
4.15
|
Payment of Taxes
|
30
|
|
4.16
|
Margin Stock
|
31
|
|
4.17
|
Governmental Regulation
|
31
|
|
4.18
|
OFAC
|
31
|
|
4.19
|
Employee and Labor Matters
|
31
|
|
4.20
|
Use of Proceeds
|
31
|
|
4.21
|
Leases
|
31
|
|
4.22
|
Eligible Accounts
|
31
|
|
4.23
|
Term Loan Documents
|
32
|
|
4.24
|
Hedge Agreements
|
32
|
|
4.25
|
Credit Card Acknowledgements
|
32
|
|
5.
|
AFFIRMATIVE COVENANTS
|
32
|
|
5.1
|
Financial Statements, Reports, Certificates
|
32
|
|
5.2
|
Reporting
|
32
|
Page
|
|||
5.3
|
Existence
|
32
|
|
5.4
|
Maintenance of Properties
|
32
|
|
5.5
|
Taxes
|
32
|
|
5.6
|
Insurance
|
33
|
|
5.7
|
Inspection
|
33
|
|
5.8
|
Compliance with Laws
|
34
|
|
5.9
|
Environmental
|
34
|
|
5.10
|
Disclosure Updates
|
34
|
|
5.11
|
Formation of Subsidiaries
|
34
|
|
5.12
|
Further Assurances
|
35
|
|
5.13
|
Lender Meetings
|
35
|
|
5.14
|
Compliance with ERISA and the IRC
|
35
|
|
6.
|
NEGATIVE COVENANTS
|
36
|
|
6.1
|
Indebtedness
|
36
|
|
6.2
|
Liens
|
36
|
|
6.3
|
Restrictions on Fundamental Changes
|
36
|
|
6.4
|
Disposal of Assets
|
36
|
|
6.5
|
[Reserved]
|
36
|
|
6.6
|
Prepayments and Amendments
|
37
|
|
6.7
|
Restricted Payments
|
37
|
|
6.8
|
Fiscal Year; Accounting Methods
|
38
|
|
6.9
|
Investments
|
38
|
|
6.10
|
Transactions with Affiliates
|
38
|
|
6.11
|
Use of Proceeds
|
39
|
|
6.12
|
Limitation on Issuance of Equity Interests
|
39
|
|
6.13
|
[Reserved]
|
39
|
|
6.14
|
Employee Benefits
|
39
|
|
7.
|
FINANCIAL COVENANTS
|
39
|
|
8.
|
EVENTS OF DEFAULT
|
40
|
|
8.1
|
Payments
|
40
|
Page
|
|||
15.1
|
Appointment and Authorization of Administrative Agent
|
51
|
|
15.2
|
Delegation of Duties
|
52
|
|
15.3
|
Liability of Administrative Agent
|
52
|
|
15.4
|
Reliance by Administrative Agent
|
52
|
|
15.5
|
Notice of Default or Event of Default
|
53
|
|
15.6
|
Credit Decision
|
53
|
|
15.7
|
Costs and Expenses; Indemnification
|
54
|
|
15.8
|
Administrative Agent in Individual Capacity
|
54
|
|
15.9
|
Successor Administrative Agent
|
54
|
|
15.10
|
Lender in Individual Capacity
|
55
|
|
15.11
|
Collateral Matters
|
55
|
|
15.12
|
Restrictions on Actions by Lenders; Sharing of Payments
|
57
|
|
15.13
|
Agency for Perfection
|
57
|
|
15.14
|
Payments by Administrative Agent to the Lenders
|
57
|
|
15.15
|
Concerning the Collateral and Related Loan Documents
|
57
|
|
15.16
|
Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information
|
58
|
|
15.17
|
Several Obligations; No Liability
|
59
|
|
15.18
|
Joint Lead Arrangers, Joint Book Runners and Syndication Agent; Co-Collateral Agents
|
59
|
|
16.
|
WITHHOLDING TAXES
|
59
|
|
16.1
|
Payments
|
59
|
|
16.2
|
Exemptions
|
60
|
|
16.3
|
Reductions
|
62
|
|
16.4
|
Refunds
|
62
|
|
17.
|
GENERAL PROVISIONS
|
62
|
|
17.1
|
Effectiveness
|
62
|
|
17.2
|
Section Headings
|
62
|
|
17.3
|
Interpretation
|
62
|
|
17.4
|
Severability of Provisions
|
63
|
|
17.5
|
Bank Product Providers
|
63
|
Page
|
|||
17.6
|
Debtor-Creditor Relationship
|
63
|
|
17.7
|
Counterparts; Electronic Execution
|
63
|
|
17.8
|
Revival and Reinstatement of Obligations; Certain Waivers
|
64
|
|
17.9
|
Confidentiality
|
64
|
|
17.10
|
Survival
|
65
|
|
17.11
|
Patriot Act
|
65
|
|
17.12
|
Integration
|
66
|
|
17.13
|
Dex Media, Inc. as Agent for Borrowers
|
66
|
|
17.14
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
66
|
|
17.15
|
Amendment and Restatement; No Novation
|
67
|
Applicable Period
|
Applicable Ratio
|
Six months ending June 30, 2017
|
1.00 to 1.00
|
Nine months ending September 30, 2017
|
1.00 to 1.00
|
Twelve months ending December 31, 2017 and on a trailing twelve months basis as of the last day of each fiscal quarter thereafter
|
1.00 to 1.00
|
If to any Loan Party:
|
c/o Dex Media, Inc.
2200 West Airfield Drive
DFW Airport, Texas 75261
Attn: Vice President - Finance
Fax No.:
|
with copies to:
|
Norton Rose Fulbright US LLP
2200 Ross Avenue
Suite 3600
Dallas, TX 75201-7932
Attn: Glen J. Hettinger, Esq.
Fax No: 214 855 8200
|
If to Administrative
Agent or Lenders: |
Wells Fargo Bank, National Association
100 Park Avenue, 14th Floor
New York, New York 10017
Attn: Relationship Manager for Dex Media,
Inc.
Fax No.: (212) 545-4283
|
with copies to:
|
PNC Bank, National Association
340 Madison Avenue, 11th Floor
New York, New York 10173
|
|
Attn: |
Relationship Manager for Dex Media, Inc.
|
BORROWERS:
|
DEX MEDIA, INC.,
a Delaware corporation
|
|
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YELLOWPAGES.COM LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP ADVERTISING & PUBLISHING LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
PRINT MEDIA LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
GUARANTORS:
|
DEX MEDIA HOLDINGS, INC.,
a Delaware corporation
|
|
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
CERBERUS YP DIGITAL BLOCKER LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
CERBERUS YP BLOCKER LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP HOLDINGS LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
PRINT MEDIA HOLDINGS LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP INTERMEDIATE HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
YP WESTERN HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP SOUTHEAST HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP MIDWEST HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
YP CONNECTICUT HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
PLUSMO HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
||
INGENIO HOLDINGS CORP.,
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Nicholas Haughey
|
||
Vice President -- Finance
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, as Joint Lead Arranger, as Joint Book Runner, as Co-Collateral Agent, and as a Lender
|
||
By:
|
/s/ Casimir T. Mazurkiewicz
|
|
Casimir T. Mazurkiewicz,
|
||
Authorized Signatory
|
PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Joint Lead Arranger, Joint Bookrunner, Syndication Agent, Co-Collateral Agent and as a Lender
|
||
By:
|
/s/ Sara V. Traberman
|
Name:
|
Sara V. Traberman
|
|
Title:
|
Senior Vice President
|
CIT BANK, N.A.,
a national banking association, as a Lender
|
||
By:
|
/s/ Jacqueline P. Iervese
|
|
Name:
|
Jacqueline P. Iervese
|
|
Title:
|
Vice President
|
|
[NAME OF ASSIGNOR]
|
|
as Assignor
|
||
By | ||
Name: | ||
Title: | ||
|
|
|
[NAME OF ASSIGNEE]
|
||
as Assignee
|
||
By | ||
Name: | ||
|
|
Title: |
By |
|
|
|
Name: |
|
|
Title: |
|
CONSENTED TO:
|
||
DEX MEDIA, INC., as Administrative
|
||
Borrower
|
||
By | ||
Name: | ||
Title:
|
1.
|
Borrowers:
|
Dex Media, Inc., a Delaware corporation, YP LLC, a Delaware limited liability company, Yellowpages.com LLC, a Delaware limited liability company, YP Advertising & Publishing LLC, a Delaware limited liability
company, Print Media LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”),
|
|
||
2.
|
Name and Date of Credit Agreement:
|
3. |
Date of Assignment Agreement:
|
|
4.
|
Amounts: |
|
a.
|
Assigned Amount of Revolver Commitment
|
$
|
|||
b.
|
Assigned Amount of Revolving Loans
|
$
|
|||
5.
|
Settlement Date:
|
|||
6.
|
Purchase Price
|
$
|
||
7.
|
Notice and Payment Instructions, etc.
|
Assignee:
|
Assignor:
|
|||
Date |
|
|
Name | Dex Media Inc |
|
|||
|
|
|
A/R As of: |
The undersigned, an authorized officer of Dex Media, Inc., the administrative borrower for the Borrowers under (and as defined in) that certain Amended and Restated Credit Agreement dated as of June 30,
2017 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Dex Media, Inc., the other Borrowers signatory thereto, the lenders signatory
thereto from time to time, Wells Fargo Bank, National Association, as the administrative agent (in such capacity, together with its successors and assigns, if any, “Administrative Agent”), Wells Fargo Bank, National Association and
PNC Bank, National Association, as co-collateral agents (in such capacity, together with their successors and assigns, if any, the "Co-Collateral Agents"), as joint arrangers and as joint book runners, and PNC Bank, National
Association, as syndication agent, hereby certifies to the Co-Collateral Agents that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct,
and that Borrower is in compliance with and, after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement.
|
Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Borrowers that (i) the representations and warranties of each Borrower
or its Subsidiaries contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties
that already are qualified or modified by materiality in the text thereof) on and as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such
representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to
any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any
thereof occur after giving effect to the request above, and (iii) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the
requirements of the Credit Agreement.
|
|
|
Authorized Signer
|
To: |
Wells Fargo Bank, National Association
100 Park Avenue, 14th Floor
New York, New York 10017
Attn: ________________________
|
|
Name: |
|
Title: the ___________ of Dex Media, Inc.
|
|
|
|
Date |
|
|
Name | Dex Media Inc |
|
|||
|
|
|
A/R As of: |
The undersigned, an authorized officer of Dex Media, Inc., the administrative borrower for the Borrowers under (and as defined in) that certain Amended and Restated Credit Agreement
dated as of June 30, 2017 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Dex Media, Inc., the other Borrowers signatory thereto, the
lenders signatory thereto from time to time, Wells Fargo Bank, National Association, as the administrative agent (in such capacity, together with its successors and assigns, if any, “Administrative Agent”), Wells Fargo Bank,
National Association and PNC Bank, National Association, as co-collateral agents (in such capacity, together with their successors and assigns, if any, the "Co-Collateral Agents"), as joint arrangers and as joint book runners, and
PNC Bank, National Association, as syndication agent, hereby certifies to the Co-Collateral Agents that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items
are true and correct, and that Borrower is in compliance with and, after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement.
|
|
Dex
|
YP
|
|||
Accounts Receivable
|
|||||
Accounts Receivable Balance per Aging Report Assigned To Wells Fargo Capital Finance
|
|||||
Less Ineligibles (detailed on page 2)
|
|||||
Eligible Accounts Receivable
|
-
|
-
|
|||
Accounts Receivable Availability before Sublimit(s)
|
|||||
Net Available Accounts Receivable after Sublimit(s)
|
|||||
|
|||||
Summary & Other Assets
|
|||||
Reserves
|
|||||
|
|||||
|
|||||
|
Total Reserves Calculated before the Credit Line
|
-
|
|||||||
|
||||||||
Total Collateral Availability
|
-
|
-
|
||||||
|
Suppressed Availability
|
-
|
-
|
|||||
Availability before Reserves
|
Total Credit Line
|
350,000,000.00
|
Last 90 day Collections
|
-
|
-
|
Reserves
|
|
||||
|
|||||
|
|||||
|
Total Reserves Calculated after the Credit Line
|
-
|
-
|
||||
|
||||||
Total Availability after Reserves before Loan Balance and LCs
|
-
|
-
|
||||
Letter of Credit Balance
|
As of:
|
|||||
Loan Ledger Balance
|
As of:
|
|||||
Net Availability
|
-
|
-
|
Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Borrowers that (i) the representations and warranties of each Borrower or its
Subsidiaries contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties
that already are qualified or modified by materiality in the text thereof) on and as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such
representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be
applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date
hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been
made in accordance with the requirements of the Credit Agreement.
|
|
|
Authorized Signer
|
|
To: |
Wells Fargo Bank, National Association
100 Park Avenue, 14th Floor
New York, New York 10017
|
Attn:
|
|
Re:
|
Compliance Certificate dated ____________ __, 20__
|
|
|
||
|
Name: |
|
|
|
Title: | the ___________ of Dex Media, Inc. |
$[__________]
|
Date: ___________, 20__ |
BORROWERS:
|
DEX MEDIA, INC.,
|
|
a Delaware corporation
|
||
By:
|
||
Nicholas Haughey
|
||
Vice President – Finance
|
YP LLC,
|
||
a Delaware limited liability company
|
||
By:
|
||
Name:
|
||
Title:
|
||
YELLOWPAGES.COM LLC,
|
||
a Delaware limited liability company
|
||
By:
|
||
Name:
|
||
Title:
|
||
YP ADVERTISING & PUBLISHING LLC,
|
||
a Delaware limited liability company
|
||
By:
|
||
Name:
|
||
Title:
|
||
PRINT MEDIA LLC,
|
||
a Delaware limited liability company
|
||
By:
|
||
Name:
|
||
Title:
|
Name
|
Title
|
Paul D. Rouse
|
Vice President, Chief Financial Officer &
|
Treasurer
|
|
Nicholas Haughey
|
Vice President – Finance
|
Raymond R. Ferrell
|
Vice President, General Counsel & Secretary
|
Joseph A. Walsh
|
President & Chief Executive Officer
|
Lender
|
Revolver Commitment
|
Total Commitment
|
||||||
Wells Fargo Bank, National Association
|
$
|
145,000,000
|
$
|
145,000,000
|
||||
PNC Bank, National Association
|
$
|
145,000,000
|
$
|
145,000,000
|
||||
CIT Bank, N.A.
|
$
|
60,000,000
|
$
|
60,000,000
|
||||
All Lenders
|
$
|
350,000,000
|
$
|
350,000,000
|
AIG (Chartis)
|
IS0461025U
|
$
|
575,645
|
||||
AIG (Chartis)
|
IS0461024U
|
$
|
898,486
|
||||
AIG (Chartis)
|
IS0461028U
|
$
|
2,110,000
|
||||
AIG (Chartis)
|
IS0461040U
|
$
|
16,765
|
||||
Zurich
|
IS0461346U
|
$
|
250,000
|
||||
AIG (Chartis)
|
IS0461038U
|
$
|
750,000
|
||||
AIG (Chartis)
|
IS0461027U
|
$
|
500,000
|
||||
Orchard & Greenwood LLC
|
IS0461026U
|
$
|
747,360
|
||||
PNC Bank, National Association
|
18118050-00-000
|
$
|
420,956
|
||||
PNC Bank, National Association
|
18118567-00-000
|
$
|
1,500,000
|
||||
PNC Bank, National Association
|
18119913-00-000
|
$
|
2,600,000
|
||||
PNC Bank, National Association
|
18123445-00-000
|
$
|
900,000
|
||||
PNC Bank, National Association
|
18123955-00-000
|
$
|
1,037,000
|
Entity
|
State
|
Jurisdiction
|
Thru
Date
|
Original
File Date
|
File Number
|
Secured Party
|
Related
Filings
|
Collateral
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
2/14/2014
|
20140603878
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
09/05/2014
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
10/1/2014
|
20143938297
|
AXIS CAPITAL, INC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
11/11/2014
|
20144538468
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
AMENDMENT
11/14/2014
ASSIGNMENT
02/05/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
11/14/2014
|
20144597274
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
01/27/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
11/28/2014
|
20144806873
|
NETAPP, INC DBA
NETAPP CAPITAL
SOLUTIONS
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
1/20/2015
|
20150244490
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
04/02/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
4/27/2015
|
20151782415
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
05/13/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
4/30/2015
|
20151864924
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
5/1/2015
|
20151883627
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
6/18/2015
|
20152611654
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
08/24/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
7/17/2015
|
20153101648
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
7/17/2015
|
20153102323
|
WELLS FARGO
EQUIPMENT
FINANCE, INC.
|
ASSIGNMENT
08/24/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
7/17/2015
|
20153102703
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575338
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575379
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575387
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575411
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575429
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/18/2015
|
20153575445
|
IBM CREDIT LLC
|
Leased
equipment |
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/19/2015
|
20153671947
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153630638
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153630695
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153630893
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153631164
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153631172
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153631271
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/20/2015
|
20153631305
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
8/29/2015
|
20153802252
|
IBM CREDIT LLC
|
Leased
equipment |
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
9/11/2015
|
20154021043
|
WELLS FARGO
EQUIPMENT
LEASING, INC.
|
ASSIGNMENT
10/15/2015
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
10/5/2015
|
20154486451
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
10/12/2015
|
20154626114
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
11/9/2015
|
20155216378
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
12/14/2015
|
20156009210
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
2/1/2016
|
20160590545
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
2/4/2016
|
20160696151
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
3/25/2016
|
20161790821
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
3/29/2016
|
20161840501
|
IBM CREDIT LLC
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
5/11/2016
|
20162825014
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
5/31/2016
|
20163230586
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
7/13/2016
|
20164225205
|
CISCO SYSTEMS
CAPITAL
CORPORATION
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
1/20/2017
|
20170434677
|
HEWLETT-PACKARD
FINANCIAL
SERVICES
COMPANY
|
Leased
equipment
|
|
YP LLC
|
DE
|
SECRETARY OF
STATE
|
4/26/2017
|
2/24/2017
|
20171253134
|
CRESTMARK
EQUIPMENT
FINANCE, INC.
|
AMENDMENT
04/26/2017
|
Leased
equipment
|
YP LLC
|
DE
|
SECRETARY OF
STATE |
4/26/2017
|
3/8/2017
|
20171558052
|
CORPORATION
SERVICE
COMPANY, AS
REPRESENTATIVE
|
AMENDMENT
04/17/2017
|
Leased
equipment
|
Grantor Name
|
Description of Real Property
|
Dex Media, Inc.
|
1615 Bluff City Highway, Bristol, TN 37621
|
Dex Media, Inc.
|
10200 Dr. Martin Luther King Jr. Street, St. Petersburg, FL 33716
|
YP Advertising &
Publishing LLC
|
Lot 2, according to the Survey of the Meadows Business Center First Sector, as recorded in Map Book 8, Page 115 A and B, in the Probate Office of Shelby County, Alabama
|
YP Advertising &
Publishing LLC
|
Situate in the City of Moraine, County of Montgomery and State of Ohio and being Lots 3103 and 3104 of the consecutive numbers of the lots of the City of Moraine, Ohio
|
Level
|
Average Revolver Usage
|
Applicable Unused Line Fee
Percentage
|
||||
I
|
> 50% of the Maximum Revolver Amount
|
0.375%
|
||||
II
|
< 50% ofthe Maximum Revolver Amount
|
0.50%
|
Period
|
Maximum Revolver Amount
|
|||
Closing Date through December 31, 2017
|
$
|
350,000,000
|
||
January 1, 2018 through June 30, 2018
|
$
|
325,000,000
|
||
July 1, 2018 through December 31, 2018
|
$
|
300,000,000
|
||
January 1, 2019 through June 30, 2019
|
$
|
275,000,000
|
||
July 1, 2019 through December 31, 2019
|
$
|
250,000,000
|
||
January 1, 2020 through June 30, 2020
|
$
|
225,000,000
|
||
July 1, 2020 and thereafter
|
$
|
200,000,000
|
Page 2 of 2
|
as of June 3, 2015
|
||
● |
Wire Payment
|
$30
|
|
● |
Cashier’s Check
|
$50
|
|
● |
Transfer
|
$175 min. or .25%
|
|
● |
Auto Reduction/Extension
|
$100
|
|
● |
Non-Renewal/Rescission Notice
|
$150 or .125%
|
|
● |
Same Day Issuance/Rush
|
$250
|
|
● |
Assignment/Pay Proceeds
|
$200
|
|
● |
Correspondent Charges
|
$50
|
|
● |
Industrial Revenue Bonds
|
$500 or By arrangement
|
|
♦ Export Letter of Credit Fees
|
|||
● |
Pre-Advice
|
$50
|
|
● |
Advising
|
$100
|
|
● |
Advise Export Standby
|
$55
|
|
● |
Amendment
|
$75
|
|
● |
Amendment –
|
||
|
Confirm with increase/extension
|
$100
|
|
● |
Discrepancy
|
$75
|
|
● |
Confirmation
|
$160 min. & applicable confirmation fee
|
|
● |
Confirmation – Standby
|
$500
|
|
● |
Reimbursement Claim
|
$100 min. or by arrangement
|
|
● |
Deferred Payment/Confirmed
|
$150 min. or by arrangement
|
|
● |
Deferred Payment/Unconfirmed
|
$100
|
|
● |
Transfer
|
$175 min. or .25%
|
|
● |
Assignment-Pay Proceeds
|
$250 min. or .25%
|
|
● |
Negotiation
|
$125 min. or .125%.
|
|
● |
Documents sent unexamined
|
$150
|
|
● |
Cancellation/Expired Unutilized
|
$150
|
|
♦
|
Collection Processing Fees | ||
● |
Documentary Import - Sight
|
$100
|
|
|
- Time
|
$120 min. or .25%
|
|
● |
Documentary Export - Sight
|
$100
|
|
● |
- Time
|
$120 min. or 0.25%
|
|
Registered Mail
|
$15
|
||
● |
Direct
|
$45
|
|
● |
Protest
|
$250 + Expenses
|
|
● |
Amendment
|
$50
|
|
● |
Cancellation Unpaid
|
$30
|
|
● | B/L Guarantee, Air Waybill Release |
$120 min. or .25%
|
|
● |
Trade Acceptance
|
$100
|
Holder
|
Shares
|
Dex Media Holdings, Inc.
|
3,000
|
Members
|
Percentage Interest
|
Dex Media, Inc.
|
100%
|
Members
|
Percentage Interest
|
YP Holdings LLC
|
100%
|
Members
|
Percentage Interest
|
YP LLC
|
100%
|
Members
|
Percentage Interest
|
YP LLC
|
100%
|
Members
|
Percentage Interest
|
Dex Media, Inc.
|
100%
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Holder
|
Shares
|
YP Intermediate Holdings Corp.
|
100
|
Members
|
Percentage Interest
|
Print Media Holdings LLC
|
22.8688%
|
Cerberus YP Blocker LLC
|
6.2112%
|
Percentage Interest
|
||||
YP Intermediate Holdings Corp.
|
0.0130
|
%
|
||
YP Western Holdings Corp.
|
15.1600
|
%
|
||
YP Southwest Holdings Corp.
|
29.4170
|
%
|
||
YP Midwest Holdings Corp.
|
14.7300
|
%
|
||
YP Connecticut Holdings Corp.
|
2.3200
|
%
|
||
Plusmo Holdings Corp.
|
3.3500
|
%
|
||
Ingenio Holdings Corp.
|
5.9300
|
%
|
||
TOTAL
|
100.0000
|
%
|
Name and Notice Address of Member
|
|
Class A
Interests
|
|
|
Class B
Interests
|
|
|
Class C
Interests
|
|
|
Class D
Interests
|
|||||
DEX MEDIA, INC.
|
6,714,000
|
1,025,000
|
0
|
1,009,331
|
||||||||||||
CERBERUS YP DIGITAL BLOCKER LLC
|
0
|
0
|
0
|
4,375,284
|
||||||||||||
TOTAL
|
6,714,000
|
1,025,000
|
0
|
5,384,615
|
Name and Notice Address of Member
|
|
Class A
Interests
|
|
|
Class B
Interests
|
|
|
Class C
Interests
|
|
|
Preferred
Interest
|
|||||
DEX MEDIA, INC.
|
6,456,521.2233
|
1,255,351
|
1,009,331
|
$
|
5,623,419
|
|||||||||||
CERBERUS YP BLOCKER LLC
|
49,333.0579
|
0
|
0
|
$
|
0
|
|||||||||||
YP INTERMEDIATE HOLDINGS CORP.
|
65.9142
|
0
|
0
|
$
|
0
|
|||||||||||
YP WESTERN HOLDINGS CORP.
|
81,975.3173
|
0
|
0
|
$
|
0
|
|||||||||||
YP SOUTHEAST HOLDINGS CORP.
|
159,072.9824
|
0
|
0
|
$
|
0
|
|||||||||||
YP MIDWEST HOLDINGS CORP.
|
79,657.3339
|
0
|
0
|
$
|
0
|
|||||||||||
YP CONNECTICUT HOLDINGS CORP.
|
12,545.6731
|
0
|
0
|
$
|
0
|
|||||||||||
PLUSMO HOLDINGS CORP.
|
18,115.4246
|
0
|
0
|
$
|
0
|
|||||||||||
INGENIO HOLDINGS CORP.
|
32,067.2677
|
0
|
0
|
$
|
0
|
|||||||||||
CERBERUS YP DIGITAL BLOCKER LLC
|
3,110,645.8055
|
0
|
4,375,284
|
$
|
24,376,581
|
Name and Notice Address of Member
|
|
Class A
Interests
|
|
|
Class B
Interests
|
|
|
Class C
Interests
|
|
|
Preferred
Interest
Contribution
|
|||||
TOTAL
|
10,000,000.0000
|
1,255,351
|
5,384,615
|
$
|
30,000,000
|
Holder
|
Shares
|
Print Media Holdings LLC
|
78.6410
|
Dex Media, Inc.
|
21.3590
|
TOTAL
|
100
|
Warrants to convert to common equity of Dex Media Holdings, Inc.
|
11,111,112
|
Employee stock options to acquire shares of common stock of Dex Media Holdings, Inc.
|
11,111,112
|
|
1. |
Ervin Walker, et al. v. Directory Distributing Associates, Inc., et al., No. 2011-50578 (Dist. Ct. Tex. Aug. 2011).
|
|
2. |
James Krawczyk, et al. v. Directory Distributing Associates, Inc., et al., No. 3:16-CV-02531-VC (N.D. Cal. May 10, 2016).
|
|
3. |
AGI Publishing, Inc. v. AT&T, Inc, Cerberus Capital Management, LP, YP Holdings, LLC, Daniel Deal; Richard Kliment, Christopher Hevesy, Does 1-10; and Corporate or Other Entity Does 1-10 (Super.
Ct. Cal. Oct. 29, 2015).
|
|
4. |
Click-To-Call Technologies LP v. AT&T Inc., Ingenio, Inc., YellowPages.com LLC, Ether, A Division of Ingenio, Inc. and Ingenio, Inc. (d/b/a Keen), No. 12-CV-468 (W.D. Tex. July 1, 2012) and No.
15-1242 (Fed. Cir. 2015).
|
|
5. |
Enovsys, LLC v. AT&T Mobility, LLC, et al.
|
6. |
Yellow Pages Photos, Inc. v. YP, LLC, No. 8:17-CV-00764 (M.D. Fla. Mar. 31, 2017).
|
1. |
Chase Paymentech Select Merchant Payment Instrument Processing Agreement U.S. Agreement, signed by YP LLC on January 1, 2013, and Paymentech, LLC (“Paymentech”), on its own behalf and on behalf of
JPMorgan Chase Bank, N.A. on February 7, 2013
|
2. |
Chase Paymentech Select Merchant Payment Card Processing Agreement signed by Idearc Media LLC, now known as Dex Media, Inc., August 27, 2009, and Paymentech, LLC (“Paymentech”), on its own behalf
and on behalf of JPMorgan Chase Bank, N.A., on September 1, 2009.
|
3. |
Braintree Payment Services Agreement, including the referenced and incorporated Wells Fargo Bank Commercial Entity Agreement (US), agreed to by Dex Media, Inc., on April 14, 2017.
|
as soon as available, but in any event within 30 days after the end of each month during each fiscal year of Parent:
|
(a) a consolidated balance sheet of Parent and its Subsidiaries, as at the end of such month, the related consolidated statements of income or operations for such month and
for the portion of Parent’s fiscal year then ended, and the related consolidated statements of changes in Stockholders’ Equity and cash flows for the portion of Parent’s fiscal year then ended, in each case setting forth
in comparative form, as applicable, the figures for the corresponding fiscal month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail,
|
||||
as soon as available, but in any event within 60 days after the end of each fiscal quarter of Parent ended on March 31, June 30
or September 30:
|
(b) a consolidated balance sheet of Parent and its Subsidiaries, as at the end of
such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of Parent’s fiscal year then ended, and the related consolidated statements of changes in
Stockholders’ Equity and cash flows for the portion of Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in reasonable detail, and a reasonably detailed narrative discussion of the changes in Parent’s financial condition and results of operations compared with
the prior periods presented, which need not be as fulsome as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in connection annual reports pursuant to clause (b)
below, certified by the chief executive officer, chief financial officer, treasurer or controller of Parent as fairly presenting, in all material respects, the financial condition, results of operations,
Stockholders’ Equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and subject to completion of the Prior Tax Calculation
(as defined in the Reorganization Plan); provided, that detailed income statement and balance sheet information reflecting the elimination of Parent’s adoption of fresh start accounting in accordance with GAAP
upon effectiveness of the Reorganization Plan shall be included in the management’s discussion,
|
as soon as available, but in any event 120 days after the end of each fiscal year of Parent ending after the Closing Date (or with
respect to the fiscal year ending December 31, 2016, the later of 120 days after (x) the end of such fiscal year and (y) delivery of audited
financial statements for the fiscal year ended December 31, 2015; provided that if Parent is unable deliver audited financial statements for the fiscal year ended December 31, 2016 within 120 days of such fiscal year end,
Parent shall deliver unaudited financial statements for such fiscal year within 120 days after the end of such fiscal year subject to normal year-end audit adjustments, the absence of footnote disclosures and completion of the
Prior Tax Calculation (as defined in the Reorganization Plan):
|
(c) a consolidated balance sheet of Parent and its Subsidiaries as at the end of such
fiscal year, and the related consolidated statements of income or operations, changes in Stockholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which
report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification (other than as a result of current debt maturity) or
qualification as to the scope of such audit (except for qualifications relating to changes in accounting principles or practices reflecting changes
in GAAP and required or approved by such independent certified public accountants; provided that if Parent switches from one independent public accounting firm to another, the audit report of any such new
accounting firm may contain a qualification or exception as to the scope of such consolidated or consolidating financial statements that relate to any fiscal year prior to its retention which, for the
avoidance of doubt, shall have been the subject of an audit report of the previous accounting firm meeting the criteria set forth above) and a “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” with respect to such financial statements, certified by the chief executive officer, chief financial officer, treasurer or controller of Parent as fairly presenting, in all material respects, the
financial condition, results of operations, Stockholders’ Equity and cash flows of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided, that detailed income statement and
balance sheet information reflecting the elimination of Parent’s adoption of fresh start accounting in accordance with GAAP upon effectiveness of the Reorganization Plan shall be included in Management’s Discussion
and Analysis of Financial Condition and Results of Operations, in the case of the financial statements delivered pursuant to this clause (b),
|
||||
as soon as reasonably practicable:
|
(d) Parent’s audited financial statements for the fiscal year ending December 31, 2015,
|
||||
concurrently with any delivery of financial statements under clause (b) or clause (c) above:
|
(e) a compliance certificate of a Financial
Officer of Parent (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Closing
Date that has had an effect on the financial statements accompanying such certificate and specifying any such change and the related effect, (iv) identifying any Subsidiary of the Loan Parties formed or acquired
since the end of the previous fiscal quarter, (v) identifying any parcels of real property or improvements thereto with a value exceeding $10,000,000 that have been acquired by the Loan Parties since the end of the previous
fiscal quarter, (vi) identifying any changes of the type described in Section 7(l) of the Guaranty and Security Agreement that have not been previously reported by Parent,
(vii) identifying any Permitted Acquisition or other acquisitions of going concerns that have been consummated since the end of the previous fiscal quarter, including the date on which
each such acquisition or Investment was consummated and the consideration therefor, (viii) identifying any Intellectual Property (as defined in the Guaranty and Security Agreement) with respect to which a notice is required to
be delivered under Section 7(g) of the Guaranty and Security Agreement and has not been previously delivered, (ix) identifying any “Prepayment Events” (as such term is defined in the Term Loan Agreement as in effect on the
Closing Date) that have occurred since the end of the previous fiscal quarter and setting forth a reasonably detailed calculation of the “Net Proceeds” (as such term is defined in the Term Loan Agreement in effect on the date
hereof) received from any such Prepayment Events, (x) identifying any change in the locations at which equipment and inventory, in each case with a value in excess of $10,000,000, are located, if not owned by the
Loan Parties, and (xi) attaching a schedule setting forth a computation (and any utilization by Parent) of Excess Cash Flow, “Borrower’s Excess Cash Flow Amount” (as such term is defined in the Term
Loan Agreement) for the relevant fiscal quarter and the current cumulative amount, and “Open Market Excess Cash Flow Amount” (as such term is defined in the Term Loan Agreement), each as of the end of the period covered by
such financial statements,
|
concurrently with any delivery of financial statements under clause (c) above,
|
(f) a certificate of the accounting firm that
reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default in respect of Section 7 (which
certificate may be limited to the extent required by accounting rules, guidelines or practice),
|
||||
within 60 days after the commencement of each fiscal year of Parent
|
(g) a detailed consolidated budget for such
fiscal year on a monthly basis (including the Projections and setting forth the assumptions used for purposes of preparing such budget, in form reasonably satisfactory to the Required Lenders it being agreed that the form
previously delivered to the Required Lenders prior to the Closing Date is acceptable), and promptly when available, any material significant revisions of such budget,
|
||||
within (i) 30 days after the end of each of the first three fiscal quarters of Parent and (ii) 45 days after the end of the fourth
fiscal quarter of Parent
|
(h) the key performance indicators for such fiscal quarters set
forth on Schedule 5.1(g) hereto, in the form set forth therein,
|
||||
promptly following any request therefor
|
(i) such other information regarding the
operations, business affairs and financial condition of the Loan Parties, or compliance with the terms of any Loan Document, as the Administrative Agent (including on behalf of any Lender) may reasonably request,
|
promptly following receipt thereof |
(j) copies of any documents described in
Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may reasonably request with respect to any Multiemployer Plan; provided, that if the Loan Parties or any of their ERISA Affiliates have not
requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates
shall promptly make a request for such documents or notices from such administrator or sponsor and Parent shall provide copies of such documents and notices to the Administrative Agent (on behalf of each
requesting Lender) promptly after receipt thereof; provided, further, that the rights granted to the Administrative Agent in this clause (i) shall be exercised not more than once during a 12-month period,
(k) copies of any material notices that any
Loan Party receives from a counterparty under the Term Loan Documents,
|
||||
within (i) 45 days after the end of each of the first three fiscal quarters of Parent and (ii) 60 days after the end of the fourth
fiscal quarter of Parent
|
(l) a Financial Officer of Parent shall host a
telephone conference call for the Lenders to review and discuss the most recent key performance indicators,
|
||||
promptly after any Financial Officer or executive officer of Parent or any Subsidiary obtains knowledge thereof, written notice of
|
(m) the occurrence of any Default or Event of Default,
(n) the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Loan Parties or, to the knowledge of the Loan Parties, any Affiliate thereof that involves (i) a reasonable
possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) which directly relates to the Loan Documents and could have an
adverse effect on the rights or obligations of the Credit Parties thereunder,
(o) the occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and
(p) any other development that results
in, or could reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under clause (m)
through clause (p) above shall be accompanied by a statement of a Financial Officer or other executive
officer of Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
|
On Wednesday of each calendar week (as of the previous Friday) while a Reporting Trigger Period exists:
|
(a) an executed Borrowing Base Certificate,
(b) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records,
(c) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrowers’ Accounts,
(d) copies of invoices together with credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in
the sole discretion of Co-Collateral Agents, from time to time,
|
||||
As soon as available and in any event within ten (10) Business Days after the end of each calendar month (as of the end of
such calendar month):
|
(e) an executed Borrowing Base Certificate,
(f) a monthly Account roll-forward, tied to the beginning and ending account receivable balances of Borrowers’ general ledger,
(g) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrowers’ Accounts,
(h) copies of invoices together with credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in
the sole discretion of Co-Collateral Agents, from time to time,
(i) a detailed aging, by total, of Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered to Administrative Agent and
Collateral Agent electronically in an acceptable format, if Borrowers have implemented electronic reporting),
(j) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrower has not implemented electronic reporting,
(k) a summary aging, by vendor, of Borrowers’ and their Subsidiaries' accounts payable and any book overdraft (delivered to Administrative Agent and Collateral Agent electronically
in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks,
(l) a reconciliation of Accounts and trade accounts payable of Borrowers’ general ledger accounts to its monthly financial statements including any book reserves related to each category,
(m) the Trailing 90 Days Collection Report,
|
||||
Within thirty (30) days after the end of each fiscal quarter:
|
(n) a report regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, ad valorem taxes,
|
Annually |
(o) a detailed list of Borrowers’ and their Subsidiaries’ customers, with address and contact information,
|
||||
Upon request by Administrative Agent or Co-Collateral Agents:
|
(p) such other reports as to the Collateral or the financial condition of Parent and its Subsidiaries, as Administrative Agent or Co-Collateral Agents may reasonably request.
|
Period
|
Maximum
Revolver Amount
|
|||
First Amendment Effective Date through December 31, 2019
|
$
|
225,000,000
|
||
January 1, 2020 through June 30, 2020
|
$
|
200,000,000
|
||
July 1, 2020 through December 31, 2020
|
$
|
175,000,000
|
||
January 1, 2021 through June 30, 2021
|
$
|
150,000,000
|
||
July 1, 2021 through December 31, 2021
|
$
|
125,000,000
|
||
January 1, 2022 and thereafter
|
$
|
100,000,000
|
DEX MEDIA. INC.
|
||
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey |
Name:
|
Nicholas Haughey | |
Title:
|
Vice President of Finance |
DEX MEDIA HOLDINGS. INC.
|
||
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey |
Name:
|
Nicholas Haughey | |
Title:.
|
Vice President of Finance |
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
a national banking association as Administrative Agent and as a Lender | ||
By:
|
/s/ Cory R. Moore |
Name:
|
Cory R. Moore | |
Title:
|
Authorized Signatory |
PNC BANK, NATIONAL ASSOCIATION,
|
||
a national banking association, as a Lender | ||
By:
|
/s/ Rahum N. Williams |
Name:
|
Rahum N. Williams | |
Title:
|
Vice President |
CIT BANK, N.A.,
|
||
a national banking association, as a Lender | ||
By:
|
/s/ Anthony Masci |
Name:
|
Anthony Masci
|
|
Title:
|
Director
|
Period |
Weels Fargo
Bank, National
Association
|
PNC Bank,
National
Association
|
CIT Bank,
N.A.
|
Revolver
Commitment
|
||||||||||||
First Amendment Effective Date through December 31, 2019
|
$
|
92,250,000
|
$
|
92,250,000
|
$
|
40,500,000
|
$
|
225,000,000
|
||||||||
January 1, 2020 through June 30, 2020
|
$
|
82,000,000
|
$
|
82,000,000
|
$
|
36,000,000
|
$
|
200,000,000
|
||||||||
July 1, 2020 through December 31, 2020
|
$
|
71,750,000
|
$
|
71,750,000
|
$
|
31,500,000
|
$
|
175,000,000
|
||||||||
January 1, 2021 through June 30, 2021
|
$
|
61,500,000
|
$
|
61,500,000
|
$
|
27,000,000
|
$
|
150,000,000
|
||||||||
July 1, 2021 through December 31, 2021
|
$
|
51,250,000
|
$
|
51,250,000
|
$
|
22,500,000
|
$
|
125,000,000
|
||||||||
January 1, 2022 and thereafter
|
$
|
41,000,000
|
$
|
41,000,000
|
$
|
18,000,000
|
$
|
100,000,000
|
Grantor Name
|
Description of Real Property
|
Dex Media, Inc.
|
1615 Bluff City Highway, Bristol, TN 37621
|
Dex Media, Inc.
|
Lot 2, according to the Survey of the Meadows Business Center First Sector, as recorded in Map Book 8, Page 115 A and B, in the Probate Office of Shelby County, Alabama
|
Dex Media, Inc.
|
Situated in the City of Moraine, County of Montgomery and State of Ohio and being Lots 3103 and 3104 of the consecutive numbers of the lots of the City of Moraine, Ohio
|
DEX MEDIA, INC.
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Name:
|
Nicholas Haughey
|
|
Title:
|
Vice President -Finance
|
|
DEX MEDIA HOLDINGS, INC.
a Delaware corporation
|
||
By:
|
/s/ Nicholas Haughey
|
|
Name:
|
Nicholas Haughey
|
|
Title:
|
Vice President - Finance
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
as Administrative Agent and as a Lender
|
||
By:
|
/s/ Cory R. Moore
|
|
Name:
|
Cory R. Moore
|
|
Title:
|
Authorized Signatory
|
PNC BANK, NATIONAL ASSOCIATION,
a national banking association, as a Lender
|
||
By:
|
||
Name: _Rahum N. Williams
|
||
Title:_Senior Vice President
|
CIT BANK, N.A.
a national banking association, as a Lender
|
||
By:
|
||
Name:
|
||
|
Title:
|
THRYV, INC.
a Delaware corporation
|
||
By:
|
/s/ KJ Christopher | |
Name: KJ Christopher
|
||
Title: AVP-Invetsor Relations, Treasury & Tax
|
THRYV, INC.
a Delaware corporation
|
||
By:
|
/s/ KJ Christopher | |
Name: KJ Christopher
|
||
Title: AVP-Invetsor Relations, Treasury & Tax
|
WELLS FARGO BANK, NATIONAL,
ASSOCIATION, a national banking association as Administrative Agent and as a Lender
|
||
By:
|
/s/ Cory R. Moore
|
|
Name: Cory R. Moore
|
||
Title: Authorized Signatory
|
PNC BANK, NATIONAL ASSOCIATION, a
national banking association, as a Lender
|
||
By:
|
/s/ Rahum N. Williams
|
|
Name: Rahum N. Williams
|
||
Title: Senior Vice President
|
CIT BANK, N.A.
a national banking association, as a Lender
|
||
By:
|
/s/ Arithery Masci | |
Name:
|
||
Title: Director
|
|
THRYV, INC.
a Delaware corporation
|
||
|
By:
|
/s/ KJ.Christopher | |
|
|
Name:
|
KJ.Christopher |
Title:
|
AVP-Investor Relations, Treasury & Tax
|
|
THRYV HOLDINGS, INC.
a Delaware corporation
|
||
|
By:
|
/s/ KJ.Christopher | |
|
|
Name:
|
KJ.Christopher |
Title:
|
AVP-Investor Relations, Treasury & Tax |
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
as Administrative Agent and as a Lender
|
||
|
By:
|
/s/ Marc J. Breier
|
|
|
|
Name:
|
Marc J. Breier
|
Title:
|
Authorized Signatory
|
|
PNC BANK, NATIONAL ASSOCIATION,
a national banking association, as a Lender
|
||
|
By:
|
|
|
|
|
Name:
|
|
Title:
|
|
|
CU BANK, N.A.
a national banking association, as a Lender
|
||
|
By:
|
|
|
|
|
Name:
|
|
Title:
|
|
Exhibit 4.7
Execution Version
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
December 31, 2018,
among
DEX MEDIA, INC.
as Borrower,
The Lenders Party Hereto
and
WILMINGTON TRUST,
NATIONAL ASSOCIATION
as Administrative Agent
TABLE OF CONTENTS
Page | ||
ARTICLE I | ||
DEFINITIONS | 1 | |
Section 1.01. | Defined Terms | 1 |
Section 1.02. | Classification of Loans and Borrowings | 24 |
Section 1.03. | Terms Generally | 24 |
Section 1.04. | Accounting Terms; GAAP | 25 |
ARTICLE II | ||
THE CREDITS | 25 | |
Section 2.01. | Loans | 25 |
Section 2.02. | Borrowings | 26 |
Section 2.03. | Interest Elections | 26 |
Section 2.04. | Repayment of Loans; Evidence of Debt | 27 |
Section 2.05. | Use of Proceeds. | 28 |
Section 2.06. | Prepayment of Loans | 28 |
Section 2.07. | Fees | 30 |
Section 2.08. | Interest | 31 |
Section 2.09. | Alternate Rate of Interest | 31 |
Section 2.10. | Increased Costs; Illegality | 32 |
Section 2.11. | Break Funding Payments | 33 |
Section 2.12. | Taxes | 33 |
Section 2.13. | Payments Generally; Pro Rata Treatment; Sharing of Setoffs | 36 |
Section 2.14. | Mitigation Obligations; Replacement of Lenders | 37 |
ARTICLE III | ||
REPRESENTATIONS AND WARRANTIES | 39 | |
Section 3.01. | Organization; Powers | 39 |
Section 3.02. | Authorization; Enforceability | 39 |
Section 3.03. | Governmental Approvals; No Conflicts | 39 |
Section 3.04. | Financial Condition | 39 |
Section 3.05. | Properties | 40 |
Section 3.06. | Litigation and Environmental Matters | 40 |
Section 3.07. | Compliance with Laws and Agreements | 40 |
Section 3.08. | Investment Company Status | 41 |
Section 3.09. | Taxes | 41 |
Section 3.10. | ERISA | 41 |
Section 3.11. | Margin Regulations | 42 |
Section 3.12. | Disclosure | 42 |
Section 3.13. | Subsidiaries | 42 |
- i - |
Section 3.14. | Insurance | 42 |
Section 3.15. | Labor Matters | 42 |
Section 3.16. | Solvency | 42 |
Section 3.17. | Security Documents | 42 |
Section 3.18. | Liens | 43 |
Section 3.19. | Use of Proceeds | 43 |
Section 3.20. | Indebtedness | 43 |
Section 3.21. | Bank Accounts | 43 |
ARTICLE IV | ||
CONDITIONS | 43 | |
Section 4.01. | Effectiveness of Agreement | 43 |
ARTICLE V | ||
AFFIRMATIVE COVENANTS | 46 | |
Section 5.01. | Financial Statements and Other Information | 46 |
Section 5.02. | Notices of Material Events | 48 |
Section 5.03. | Information Regarding Collateral | 48 |
Section 5.04. | Existence; Conduct of Business | 48 |
Section 5.05. | Payment of Obligations | 48 |
Section 5.06. | Maintenance of Properties | 49 |
Section 5.07. | Insurance | 49 |
Section 5.08. | Casualty and Condemnation | 49 |
Section 5.09. | Books and Records; Inspection and Audit Rights | 49 |
Section 5.10. | Compliance with Laws | 49 |
Section 5.11. | Additional Subsidiaries | 49 |
Section 5.12. | Further Assurances | 49 |
Section 5.13. | Anti-Bribery, Anti-Corruption and Anti-Money Laundering Laws; Sanctions | 50 |
Section 5.14. | Post-Closing Matters | 50 |
ARTICLE VI | ||
NEGATIVE COVENANTS | 50 | |
Section 6.01. | Indebtedness; Certain Equity Securities | 50 |
Section 6.02. | Liens | 52 |
Section 6.03. | Fundamental Changes | 53 |
Section 6.04. | Investments, Loans, Advances, Guarantees and Acquisitions | 53 |
Section 6.05. | Asset Sales | 55 |
Section 6.06. | Sale and Leaseback Transactions | 56 |
Section 6.07. | Swap Agreements | 56 |
Section 6.08. | Restricted Payments; Certain Payments of Indebtedness | 56 |
Section 6.09. | Transactions with Affiliates | 57 |
Section 6.10. | Restrictive Agreements | 57 |
- ii - |
Section 6.11. | Change in Business | 58 |
Section 6.12. | Fiscal Year | 58 |
Section 6.13. | Amendment of Material Documents | 58 |
Section 6.14. | Leverage Ratio | 58 |
Section 6.15. | Capital Expenditures | 58 |
Section 6.16. | ABL Credit Agreement | 58 |
ARTICLE VII | ||
EVENTS OF DEFAULT | 58 | |
ARTICLE VIII | ||
THE AGENT | 61 | |
ARTICLE IX | ||
MISCELLANEOUS | 62 | |
Section 9.01. | Notices | 62 |
Section 9.02. | Waivers; Amendments | 63 |
Section 9.03. | Expenses; Indemnity; Damage Waiver | 64 |
Section 9.04. | Successors and Assigns | 65 |
Section 9.05. | Survival | 68 |
Section 9.06. | Counterparts; Integration; Effectiveness | 68 |
Section 9.07. | Severability | 68 |
Section 9.08. | Right of Setoff | 68 |
Section 9.09. | Governing Law; Jurisdiction; Consent to Service of Process | 68 |
Section 9.10. | WAIVER OF JURY TRIAL | 69 |
Section 9.11. | Headings | 69 |
Section 9.12. | Confidentiality | 69 |
Section 9.13. | Interest Rate Limitation | 70 |
Section 9.14. | Termination or Release | 70 |
Section 9.15. | USA Patriot Act | 71 |
Section 9.16. | Acknowledgement and Consent to Bail-In of EEA Financial Institutions | 71 |
ANNEX: | ||
Annex I | — | Deemed EBITDA |
SCHEDULES: | ||
Schedule 1.01 | — | Mortgaged Property |
Schedule 2.01(a) | — | Loans |
Schedule 3.05 | — | Properties |
Schedule 3.09 | — | Taxes |
Schedule 3.13 | — | Subsidiaries |
Schedule 3.14 | — | Insurance |
Schedule 3.17 | — | UCC Filing Jurisdictions |
Schedule 3.21 | — | Bank Accounts |
- iii - |
Schedule 5.01(g) | — | Summary of Key Performance Indicators |
Schedule 6.01 | — | Indebtedness |
Schedule 6.02 | — | Liens |
Schedule 6.04 | — | Investments |
Schedule 6.10 | — | Restrictions |
EXHIBITS: | ||
Exhibit A | — | Form of Assignment and Assumption |
Exhibit B | — | Form of Amended and Restated Guarantee and Collateral Agreement |
Exhibit C-1 | — | Form of U.S. Tax Compliance Certificate |
Exhibit C-2 | — | Form of U.S. Tax Compliance Certificate |
Exhibit C-3 | — | Form of U.S. Tax Compliance Certificate |
Exhibit C-4 | — | Form of U.S. Tax Compliance Certificate |
Exhibit D | — | Form of Promissory Note |
Exhibit E | — | Form of Borrowing Notice |
Exhibit F | — | Form of Solvency Certificate |
Exhibit G | — | Form of Closing Date Certificate |
- iv - |
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2018 (including all schedules and exhibits hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), DEX MEDIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for such lenders.
Recitals
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a senior secured term loan facility to the Borrower, in an aggregate principal amount not to exceed $825,000,000, by amending and restating that certain Credit Agreement, dated as of July 29, 2016, among Holdings, as borrower, the lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent for such lenders (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Existing Credit Agreement”);
WHEREAS, the Lenders are willing to make such credit facility available upon and subject to the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree that, effective as of the Closing Date (as defined below), the Existing Credit Agreement shall be amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“ABL Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of June 30, 2017, by and among the Borrower, certain other Credit Parties, certain other Subsidiaries of the Borrower, the lenders party thereto and the ABL Facility Agent (the “Existing ABL Credit Agreement”), as such document may be amended, restated, supplemented or otherwise modified, replaced or refinanced from time to time in accordance with the terms of the Intercreditor Agreement.
“ABL Facility” means the senior secured asset based revolving credit facility under the ABL Credit Agreement.
“ABL Facility Agent” means Wells Fargo Bank, National Association, as administrative agent in respect of the ABL Facility Documents, and any successor administrative agent appointed in accordance with the terms thereof or any administrative agent under any replacement or refinanced ABL Credit Agreement.
“ABL Facility Documents” means the ABL Credit Agreement and the other “Loan Documents” under and as defined in the ABL Credit Agreement, as each such document may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and of the Intercreditor Agreement.
“Acceptable Payment Percentage” has the meaning assigned to such term in Section 2.15(c).
“Accepted Amount” has the meaning assigned to such term in Section 2.15(c).
“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
“Administrative Agent” means Wilmington Trust, National Association, in its capacity as administrative agent for the Lenders hereunder and its Affiliates and permitted successors acting in such capacity.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Solely for purposes of Section 6.09, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person.
“Agent” means the Administrative Agent and each of its Affiliates and successors acting in any such capacity.
“Agent Fee Letter” means that certain letter agreement dated as of December 31, 2018, among the Borrower and the Agent and entitled “Administration Fees for Dex Media, Inc. – Amended and Restated Credit Facility”, as it may be amended, restated, supplemented or otherwise modified from time to time.
“Agreement” has the meaning assigned in the preamble hereto.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, (c) the Adjusted LIBO Rate for a Eurodollar Loan with an Interest Period of one month commencing on such day plus 1% and (d) 2.00%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR 01 Page (or on any successor or substitute of such page) at approximately 11:00 a.m., London time, on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.
“Alternate Rate Period” has the meaning assigned to such term in Section 2.09(a).
“Anti-Corruption Laws” means Laws relating to bribery or corruption, including the FCPA, the U.K. Bribery Act of 2010, and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.
“Anti-Money Laundering Laws” means Laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act and the Laws comprising or implementing the Bank Secrecy Act.
“Applicable Rate” means (a) with respect to any Loans comprising Eurodollar Loans, 9.00% per annum, and (b) with respect to any Loans comprising Base Rate Loans, 8.00% per annum.
“Approved Fund” has the meaning assigned to such term in Section 9.04.
“Asset Disposition” means (a) any sale, lease, license, sublicense, assignment, conveyance, transfer or other disposition (including pursuant to a sale and leaseback, securitization or spin-off transaction) of any property or asset of Holdings or any Subsidiary, other than dispositions described in clauses (a), (b), (e), (f) and (g) of Section 6.05 and (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings or any Subsidiary, but only to the extent that the Net Proceeds therefrom have not been applied to repair, restore or replace such property or asset within 365 days after such event.
- 2 - |
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Attributable Debt” means, on any date, in respect of any lease of Holdings or any Subsidiary entered into as part of a sale and leaseback transaction subject to Section 6.06, (a) if such lease is a Capital Lease Obligation, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) if such lease is not a Capital Lease Obligation, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.
“Available Amount” means, at any time (the “Reference Date”) an amount, which shall not be less than $0, equal to:
(a) the sum of (in each case, without duplication):
(i) an amount equal to the sum of (x) the remaining proceeds of the First Installment Loans (immediately after giving effect to the Closing Date and the fees and expenses associated therewith) that are not applied for any purpose, other than to reduce amounts outstanding under the ABL Credit Agreement, to fund Permitted Acquisitions pursuant to Section 6.04(k) or as utilizations of the Available Amount described in clause (b) below (such proceeds, the “First Installment Excess Proceeds”), (y) the proceeds of the Second Installment Loans (immediately after giving effect to the Second Installment Date and the fees and expenses associated therewith) that are not applied for any purpose, other than to reduce amounts outstanding under the ABL Credit Agreement, to fund Permitted Acquisitions pursuant to Section 6.04(k) or as utilizations of the Available Amount described in clause (b) below (such proceeds, the “Second Installment Excess Proceeds”) and (z) the amount by which commitments (which commitments, for purposes of this clause (z), shall not exceed the Permitted ABL Amount) under an ABL Credit Agreement that refinances the Existing ABL Credit Agreement, less fees and expenses associated with such refinancing, exceed $146,408,582.73;
(ii) the cumulative portion of Borrower’s Excess Cash Flow Amount; plus
(iii) the amount of any capital contributions (other than capital contributions constituting Cure Proceeds or any other capital contribution which is applied for any other purpose under this Agreement) received in cash or Permitted Investments by the Borrower (or by Holdings and contributed to the Borrower) after the Closing Date (net of any costs and expenses paid by Holdings with respect thereto or other application of such amounts to increase the amount of any baskets under Article VI or to finance a transaction permitted under Article VI) during the Available Amount Reference Period; minus
(b) the sum of (in each case, without duplication):
(i) the aggregate amount of any Restricted Payments made by Holdings pursuant to Section 6.08(a)(iv) after the Closing Date and prior to such time; plus
(ii) the aggregate amount of Investments made pursuant to Section 6.04(l) after the Closing Date and prior to such time; plus
(iii) the aggregate amount of Discounted Voluntary Repurchases, based upon the actual amount of cash paid in connection therewith, made pursuant to Section 2.15 after the Closing Date and prior to such time.
- 3 - |
“Available Amount Conditions” means (a) immediately before and after giving effect to the applicable Available Amount Transaction, no Event of Default shall be continuing or would result therefrom and (b) solely with respect to any Available Amount Transaction made in reliance on clause (a)(ii) of the definition of “Available Amount,” after giving effect to such Available Amount Transaction (including the incurrence of any Indebtedness in connection therewith), the Pro Forma Leverage Ratio is equal to or less than 1.50:1.00.
“Available Amount Reference Period” means, with respect to any Reference Date (as defined in the definition of Available Amount), the period commencing immediately after the Closing Date and ending on the Reference Date.
“Available Amount Transaction” means, as applicable, an Investment pursuant to Section 6.04(u) or any Restricted Payment pursuant to Section 6.08(a)(iv), in each case made in reliance on the Available Amount.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bankruptcy Code” means title 11 of the United States Code (11 U.S.C. §101 et seq.), as amended from time to time, and any successor statute.
“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Alternate Base Rate.
“Billing and Collection Agreement” means the Second Amended and Restated Agreement for AT&T Billing Solution Services, dated as of June 20, 2017, among YP LLC and Print Media LLC, individually and collectively as the customer, and AT&T Services, Inc., on behalf of Pacific Bell Telephone Company d/b/a AT&T California, Nevada Bell Telephone Company d/b/a AT&T Nevada, Illinois Bell Telephone Company d/b/a AT&T Illinois, Indiana Bell Telephone Company, Incorporated d/b/a AT&T Indiana, Michigan Bell Telephone Company d/b/a AT&T Michigan, The Ohio Bell Telephone Company d/b/a AT&T Ohio, Wisconsin Bell, Inc. d/b/a AT&T Wisconsin, and/or BellSouth Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina and AT&T Tennessee.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Bona Fide Debt Fund” means any debt fund Affiliate or investment vehicle of a Disqualified Institution that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in loans, commitments and similar extensions of credit in the ordinary course of business.
“Borrower” has the meaning assigned to such term in the preamble to this Agreement.
“Borrower’s Excess Cash Flow Amount” means for any full fiscal quarter ending after the Closing Date, starting with the fiscal quarter commencing on January 1, 2019, an amount determined following the end of such fiscal quarter of Holdings (and certified by a Financial Officer of Holdings pursuant to Section 5.01(c)(xi)), equal to Excess Cash Flow that is not required to prepay the Loans pursuant to Section 2.06(c) (but without giving effect to any dollar-for-dollar reductions in respect of voluntary prepayments as therein provided).
- 4 - |
“Borrowing” means Loans of the same Type, made or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.
“Borrowing Notice” means a notice substantially in the form of Exhibit E.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
“Capital Expenditures” means, for any period, without duplication, the additions to property, plant and equipment and other capital expenditures of Holdings and its consolidated Subsidiaries for such period, determined in accordance with GAAP.
“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“CFC” means a direct or indirect Subsidiary of Holdings that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.
“CFC Holding Company” means a direct or indirect Domestic Subsidiary of Holdings substantially all of the assets of which consist (directly or indirectly) of capital stock, stock equivalents and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs.
“Change in Control” means the ownership, beneficially or of record, by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Permitted Holder or Permitted Holders of more than 35% of the outstanding Equity Interests in Holdings entitled to vote for election of directors, which person or group owns more of the Equity Interests in Holdings entitled to vote for election of directors than the Permitted Holders.
“Change in Control Notice” shall have the meaning given to it in Section 2.06(f).
“Change in Control Offer” shall have the meaning given to it in Section 2.06(f).
“Change in Control Payment Date” shall have the meaning given to it in Section 2.06(f).
“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.10(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.
“Charges” has the meaning assigned to such term in Section 9.13.
“Closing Date” means the date on which the conditions precedent set forth in Section 4.01 shall have been satisfied (or waived), which date is December 31, 2018.
“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G.
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“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” means all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.
“Collateral and Guarantee Requirement” means the requirement that:
(a) the Administrative Agent shall have received from each Loan Party either (i) a counterpart of the Guarantee and Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Subsidiary that becomes a Loan Party after the Closing Date, (x) a supplement to the Guarantee and Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Subsidiary, (y) a perfection certificate in respect of such Subsidiary substantially in the form executed on the Closing Date and (z) a customary secretary’s certificate in respect of such Subsidiary, in form and substance similar to the certificate delivered pursuant to Section 4.02(b) attaching (1) a copy of the charter, articles or certificate of organization, incorporation or formation (as applicable) of such Subsidiary certified as of a recent date (or such other date acceptable to the Required Lenders) by the relevant authority of the jurisdiction of organization, incorporation or formation (as applicable) of such Subsidiary, (2) a copy of the operating agreement, bylaws or similar governing documentation for such Loan Party, together with all applicable amendments and modifications thereto, certified by an authorized officer of such Loan Party as being in full force and effect as at such date, without any modification or amendment except as set forth therein, (3) a copy of resolutions adopted by the Governing Board of such Subsidiary authorizing the execution, delivery and performance in accordance with their respective terms of the Loan Documents to which such Subsidiary will become a party and any other documents required or contemplated under the Loan Documents, (4) signature and incumbency certificates of the officers of such Subsidiary authorized to execute such Loan Documents and other documents, (5) a good standing certificate for such Subsidiary from its jurisdiction of organization, incorporation or formation, each dated a recent date prior to the date such Subsidiary becomes a Loan Party and (6) such other documents as Administrative Agent may reasonably request at the written direction of any Lender;
(b) all outstanding Equity Interests of each Subsidiary of Borrower shall have been pledged pursuant to the Guarantee and Collateral Agreement (except that the Borrower and each other Loan Party shall not be required to pledge more than 65% of the outstanding voting Equity Interests of any first-tier CFC or CFC Holding Company or any Equity Interests of any subsidiary of a CFC or a CFC Holding Company if it reasonably determines that this is reasonably likely to result in material adverse U.S. federal income tax consequences to Holdings, Borrower or any of their U.S. Subsidiaries ) and the Administrative Agent shall have received all certificates or other instruments representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;
(c) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Agent or Required Lenders to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Guarantee and Collateral Agreement, shall have been filed, registered or recorded or delivered to the Agent for filing, registration or recording;
(d) the Administrative Agent shall have received (i) counterparts of any Mortgage required to be entered into after the Closing Date pursuant to Sections 5.12 or 5.14 with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Required Lenders and the Administrative Agent may reasonably request, (iii) such surveys, abstracts, appraisals, legal opinions and other documents as the Required Lenders and the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Property and (iv) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Required Lenders and the Administrative Agent, certified to the Administrative Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map; and
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(e) each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents (or supplements thereto) to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.
“Commitments” means the First Installment Commitments and the Second Installment Commitments.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute.
“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) (x) any non-recurring extraordinary charges for such period (provided that (I) the aggregate amount of Net Extraordinary Charges added back to Consolidated EBITDA pursuant to this clause (a)(iv)(x), plus (II) the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(v) below plus (III) the aggregate amount added back to Consolidated EBITDA pursuant to the third-to-last sentence below shall not exceed 12.5% of Consolidated EBITDA for such period) and (y) any non-cash charges for such period (including in respect of equity compensation of employees), (v) non-recurring business optimization expenses and other restructuring charges, including expenses incurred in connection with inventory optimization programs, office or facility closure, relocation, headcount savings, product margin and integration savings, office or facility consolidations and openings, retention, severance, systems establishment costs, contract termination costs and reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses (provided that (I) the aggregate amount added back to Consolidated EBITDA pursuant to this clause (a)(v), plus (II) the aggregate amount of Net Extraordinary Charges added back to Consolidated EBITDA pursuant to clause (a)(iv)(x) above, plus (III) the aggregate amount added back to Consolidated EBITDA pursuant to the third-to-last sentence below shall not exceed 12.5% of Consolidated EBITDA for such period), (vi) payments of customary investment and commercial banking fees and expenses in connection with transactions permitted by this Agreement, (vii) cash premiums, penalties or other payments payable in connection with the early extinguishment or repurchase of Indebtedness, and (viii) Specified Charges for such period, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) consolidated interest income for such period, (ii) any extraordinary gains and non-cash gains (including, without limitation, any gain arising from the retirement of Indebtedness) for such period, all determined on a consolidated basis in accordance with GAAP and (iii) cash rental and other cash payments made for such period pursuant to the Tucker Lease. For purposes of calculating the Leverage Ratio as of any date, if the Borrower or any consolidated Subsidiary has (i) made any Permitted Acquisition, (ii) consummated any sale, transfer, lease, license, sublicense or other disposition outside of the ordinary course of business of a Subsidiary or of assets constituting a business unit, in each case as permitted by Section 6.05, or (iii) effected or commenced any restructuring of the business of Holdings or any of its Subsidiaries that is expected to have a continuing impact that is factually supportable, including cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments Holdings determines are reasonable and are reasonably expected to be realized within 12 months thereof as set forth in a certificate of a Financial Officer of Holdings, in each case during the period of four consecutive fiscal quarters (a “Reference Period”) most recently ended on or prior to such date (or since the end of the Reference Period and prior to the date of determination), Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto, as if such transaction (and any related incurrence, repayment or assumption of Indebtedness with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of such Reference Period; provided that (I) the adjustments made to Consolidated EBITDA pursuant to this sentence plus (II) the aggregate amount of Net Extraordinary Charges added back to Consolidated EBITDA pursuant to clause (a)(iv)(x) above, plus (III) the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(v) above shall not exceed 12.5% of Consolidated EBITDA for any period and shall be without duplication of any other increase to Consolidated EBITDA pursuant to any other the provisions of the definition thereof. The calculation of Consolidated EBITDA shall exclude any non-cash impact attributable to the reduction in deferred revenue or reduction in deferred costs to balance sheet accounts as a result of the fair value exercise undertaken as required by purchase method of accounting for the transactions contemplated by any acquisition, in accordance with GAAP. Notwithstanding anything to the contrary contained in this definition, for the purpose of determining Consolidated EBITDA under this Agreement for any period that includes the fiscal quarters ending March 31, 2018, June 30, 2018 or September 30, 2018, Consolidated EBITDA for such fiscal quarters shall be the respective amounts set forth in the row titled “Consolidated EBITDA” under the heading “Q1’18”, “Q2’18” and “Q3’18”, respectively, in Annex I attached hereto (“Deemed EBITDA”); provided that any adjustments set forth in the definition of Consolidated EBITDA, and “Consolidated Net Income” in respect of any period during which Deemed EBITDA is being used, shall not be duplicative of amounts already included in Deemed EBITDA.
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“Consolidated Net Income” means, for any period, the net income or loss, before the effect of the payment of any dividends or other distributions in respect of preferred stock, of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and adjusted to eliminate any non-cash impact attributable to the reduction in deferred revenue or reduction in deferred costs to balance sheet accounts as a result of the fair value exercise undertaken as required by purchase method of accounting for the transactions contemplated by any acquisition, in accordance with GAAP; provided, that there shall be excluded (a) the income of any Person (other than the Borrower or a Loan Party) in which any other Person (other than the Borrower or any Loan Party or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any Loan Party during such period, and (b) except as otherwise contemplated by the definition of “Consolidated EBITDA”, the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdings or any Subsidiary or the date that such Person’s assets are acquired by Holdings or any Subsidiary. For purposes of this Agreement and the other Loan Documents, Consolidated Net Income will be determined consistent with past practice and without giving effect to Accounting Standards Update 2016-2, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Credit Date” means the Closing Date and each other date on which a Loan is or was extended under this Agreement.
“Debt Issuance” means the incurrence by Holdings or any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section 6.01(a).
“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Default Rate Interest” has the meaning assigned to such term in Section 2.08(b).
“Defaulting Lender” means any Lender that has (a) notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally, (b) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, (c) (i) been (or has a parent company that has been) adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless in the case of any Lender referred to in this clause (c) the Borrower and the Required Lenders shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder, or (d) become the subject of a Bail-In Action. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority.
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“Discounted Voluntary Repurchase” has the meaning assigned to such term in Section 2.15(a).
“Discounted Voluntary Repurchase Amount” has the meaning assigned to such term in Section 2.15(c).
“Discounted Voluntary Repurchase Notice” has the meaning assigned to such term in Section 2.15(c).
“Disinterested Member” means a member of the Borrower’s Governing Board who does not have a financial interest in a relevant transaction or arrangement (or series of related transactions or arrangements), excluding, in all cases, a financial interest in such transaction or arrangement (or series of transactions or arrangements) solely as an equity holder or member of the Governing Board of the Borrower and/or its Subsidiaries.
“Disqualified Institution” means (i)(x) those banks, financial institutions and other Persons identified by the Borrower to the Administrative Agent by name in writing prior to the Closing Date and (y) Persons that are direct competitors of the Borrower or any of its Subsidiaries identified by the Borrower to the Administrative Agent by name in writing at any time and from time to time prior to, on or after the Closing Date or (ii) any Affiliate of such Persons, other than Bona Fide Debt Funds (provided that the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates but shall act in good faith).
“Dutch Auction” has the meaning assigned to such term in Section 2.15(a).
“Dollars” or “$” refers to lawful money of the United States of America.
“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Election Notice” means a written notice from the Borrower to the Administrative Agent in the form of Exhibit C hereto.
“Environmental Laws” means all applicable federal, state, and local laws (including common law), regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and binding agreements with any Governmental Authority in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.
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“Environmental Liability” means any liability, claim, action, suit, judgment or order under or relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether contingent or otherwise, including those arising from or relating to: (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Loan Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan; (d) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (e) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA; (f) the receipt by any Loan Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by any Loan Party or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
“Event of Default” has the meaning assigned to such term in Article VII.
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“Excess Cash Flow” means, for any full fiscal quarter ending after the Closing Date, starting with the fiscal quarter commencing on January 1, 2019, without duplication, (i) net cash provided by operating activities of Holdings and its Subsidiaries for such quarterly period as reflected in the statement of cash flows on the consolidated financial statements of Holdings for such fiscal quarter, minus (ii) the amount of Capital Expenditures made during such period using Internally Generated Cash, minus (iii) net cash provided by operating activities, if any, required so that the Loan Parties would have held cash and Permitted Investments equal to the Minimum Liquidity Amount as of the last day of such fiscal quarter.
“Exchange Act” has the meaning assigned to such term in the definition of “Change in Control”.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.
“Excluded Taxes” means, any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender or any other recipient or required to be withheld or deducted from a payment to the Administrative Agent, any Lender or any other recipient, (a) any Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed as a result of the Administrative Agent, any Lender or any other recipient being organized under the laws of, or having its principal office located in or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.14(b)), any U.S. withholding Tax that is in effect and would apply to amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding Tax pursuant to Section 2.12, (c) Taxes attributable to such Lender’s failure (other than as a result of any Change in Law) to comply with Section 2.12(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.
“Existing Credit Agreement” has the meaning assigned thereto in the recitals.
“Existing Indebtedness” means all Indebtedness of Holdings or the Borrower existing on the Closing Date immediately prior to the Transactions other than the Indebtedness specified on Schedule 6.1.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreement with respect thereto and applicable official implementing guidance thereunder.
“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
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“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, controller, president or vice president of finance of such Person, or any other officer having substantially similar duties as any of the foregoing.
“First Installment Commitment” means the commitment of a Lender to make or otherwise fund a First Installment Loan and “First Installment Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s First Installment Commitment is set forth on Schedule 2.01. The aggregate amount of First Installment Commitments as of the Closing Date is $400,000,000.
“First Lien Leverage Ratio” means, as of any date of determination, the ratio of (a) First Lien Secured Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings most recently ended as of such date for which internal financial statements of Holdings are available.
“First Lien Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Total Indebtedness outstanding on such date that is secured by a First Priority Lien on any assets or property of the Borrower and its Subsidiaries.
“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is senior in priority to any other Lien to which such Collateral is subject, other than Permitted Liens applicable to such Collateral which as a matter of law have priority over the respective Liens on such Collateral created pursuant to the relevant Security Document.
“Foreign Lender” means any Lender that is not a U.S. Person.
“Foreign Subsidiary” means (i) a Subsidiary organized under the laws of a jurisdiction located outside the United States of America or (ii) a Subsidiary of any Person described in the foregoing clause (i).
“GAAP” means generally accepted accounting principles in the United States of America.
“Governing Board” means (a) the managing member or members or any controlling committee of members of any Person, if such Person is a limited liability company, (b) the board of directors of any Person, if such Person is a corporation or (c) any similar governing body of any Person.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement dated as of the Closing Date (as further amended, restated, supplemented or otherwise modified from time to time), by and among each Loan Party and the Administrative Agent, substantially in the form of Exhibit B hereto.
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“Guarantors” means, collectively, (a) Holdings and (b) each direct and indirect domestic subsidiary of the Borrower (other than any CFC Holding Company or Foreign Subsidiary) now existing or hereafter formed or acquired and each other Person party to the Guarantee and Collateral Agreement as a guarantor thereunder and each other Person, if any, that executes a guaranty or other similar agreement in favor of the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Loan Documents.
“Hazardous Materials” means (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances; or (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any applicable Environmental Law.
“Historical Financial Statements” means as of the Closing Date, (i) the 2017 Annual Report delivered to the Administrative Agent prior to the Closing Date, and (ii) the unaudited financial statements of Holdings and its Subsidiaries as of the most recent fiscal quarter ended after the date of the 2017 Annual Report referred to in clause (i) above, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three, six or nine month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by a Financial Officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary, in no event shall the obligations (including rental payments) under the Tucker Lease be deemed to be Indebtedness.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and, (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitee” has the meaning assigned to such term in Section 9.03(b).
“Information” has the meaning assigned to such term in Section 9.12.
“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, Marks, Mark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
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“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement dated as of June 30, 2017 (as amended, supplemented, restated or otherwise modified from time to time) between the Administrative Agent and the ABL Facility Agent.
“Interest Election Request” means a request by the Borrower to continue a Borrowing in accordance with Section 2.03.
“Interest Payment Date” means (a) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (b) with respect to any ABR Loan, the last day of each March, June, September and December.
“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (a) all Eurodollar Borrowings shall have the same Interest Period, (b) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (c) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“Internally Generated Cash” means, with respect to any period, any cash of Holdings or any Subsidiary generated during such period, excluding the proceeds of any Asset Disposition or casualty event and any cash that is generated from an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution.
“Investment” means purchasing, holding or acquiring (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interest, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or making or permitting to exist any loans or advances (other than commercially reasonable extensions of trade credit) to, guaranteeing any obligations of, or making or permitting to exist any investment in, any other Person, or purchasing or otherwise acquiring (in one transaction or a series of transactions) any assets of any Person constituting a business unit. The amount, as of any date of determination, of any Investment shall be the original cost of such Investment (including any Indebtedness of a Person existing at the time such Person becomes a Subsidiary in connection with any Investment and any Indebtedness assumed in connection with any acquisition of assets), plus the cost of all additions, as of such date, thereto and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash (but not greater than the amount originally invested) as a repayment of principal or a return of capital (including pursuant to any sale or disposition of such Investment), as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. In determining the amount of any Investment involving a transfer of any property other than cash, such property shall be valued at its fair market value at the time of such transfer.
“Lenders” has the meaning assigned to such term in the preamble to this Agreement.
“Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings most recently ended as of such date for which internal financial statements of Holdings are available.
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“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (a) the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Screen LIBOR 01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period (or in the event that such rate does not appear on Reuters Screen LIBOR 01 Page (or otherwise on such screen), the “LIBO Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the major banks are offered Dollar deposits at or about 10:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and (b) 1.00%.
“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
“Loans” has the meaning assigned to such term in Section 2.01(a).
“Loan Documents” means this Agreement, the Intercreditor Agreement, the Security Documents, and all other certificates, documents, instruments or agreements executed and delivered by a Loan Party in connection with, or related to, any of the foregoing.
“Loan Parties” means the Borrower and the Guarantors.
“Margin Stock” shall have the meaning assigned to such term in Regulation U of the Board.
“Marks” means all current and future (i) trademarks, service marks, trade styles, and logos (including all registrations and recordings thereof and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise) and (ii) trademark rights in any trade names, corporate names, company names, business names, fictitious business names, other source or business identifiers Internet domain names, subdomain names and social media account or page addresses (but excluding all other rights in the foregoing items in this subsection (ii), including any rights in any registrations or recordings for the foregoing items), and in each case of subsections (i) and (ii), all goodwill associated therewith and all commonlaw rights related thereto.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, material agreements, liabilities, financial condition or results of operations of Holdings and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to fully and timely perform their Obligations or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of the Agent or the Lenders under any of the Loan Documents.
“Material Indebtedness” means Indebtedness (other than the Loans but including, for the avoidance of doubt, Guarantees) of any one or more of Holdings and its Subsidiaries, in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings or any of its Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.
“Maturity Date” means December 31, 2023, or, if such day is not a Business Day, the next preceding Business Day.
“Maximum Rate” has the meaning assigned to such term in Section 9.13.
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“Minimum Liquidity Amount” means (i) $30,000,000 in the sum of (x) cash and Permitted Investments that does not appear (or is not required to appear) as “restricted” on a consolidated balance sheet or such lesser amount of cash and Permitted Investments that does not appear (or is not required to appear) as “restricted” on a consolidated balance sheet, in each case, as the Governing Board of the Borrower shall reasonably determine, plus (y) the aggregate unused amount of the commitments as of any date of determination under the ABL Credit Agreement (or such lesser amount that is available as of such date under any borrowing base with respect to the ABL Credit Agreement, if applicable) plus (ii) additional amounts reasonably necessary for subclause (i) to at all times equal at least $30,000,000 after giving effect to anticipated reductions in the amount of commitments or the borrowing base, as applicable, under the ABL Credit Agreement over the next 90 days.
“Moody’s” means Moody’s Investors Service, Inc.
“Mortgage” means any mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any real property and improvements thereto to secure the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Required Lenders.
“Mortgaged Property” means each parcel of real property and improvements thereto listed on Schedule 1.01 and each other parcel of real property and improvements thereto owned in fee by a Loan Party with respect to which a Mortgage is granted pursuant to Sections 5.12 or 5.14.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Net Extraordinary Charges” means, for any determination period, an amount (which shall not be less than zero) equal to (x) the amount of non-recurring extraordinary charges for such period, minus (y) the amount of any extraordinary gains deducted from Consolidated EBITDA for such period pursuant to clause (b)(ii) of the definition thereof.
“Net Proceeds” means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, including cash received in respect of any debt instrument or equity security received as non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses (including underwriting discounts and commissions and collection expenses) paid or payable by the Loan Parties or any Subsidiary thereof to third parties in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the Loan Parties or any Subsidiary thereof as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event (it being understood that this clause shall not apply to customary asset sale provisions in offerings of debt securities) and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Loan Parties or any Subsidiary thereof (provided that such amounts withheld or estimated for the payment of taxes shall, to the extent not utilized for the payment of taxes, be deemed to be Net Proceeds received when such nonutilization is determined), and the amount of any reserves established by the Loan Parties or any Subsidiary thereof to fund contingent liabilities reasonably estimated to be payable, in each case that are directly attributable to such event (provided that such reserves and escrowed amounts shall be disclosed to the Administrative Agent promptly upon being taken or made and any reversal of any such reserves will be deemed to be Net Proceeds received at the time and in the amount of such reversal), in each case as determined reasonably and in good faith by a Financial Officer of the Borrower.
“Obligations” means (a) the prompt payment in full in cash when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) of the principal of and interest on the Loans made by the Lenders to the Borrower and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any of the Loan Documents, in each such case, strictly in accordance with the terms thereof and including all interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any Loan Party, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding and (b) any other obligations, covenants and duties of the Loan Parties arising under or in connection with any of the Loan Documents. Notwithstanding anything herein or in any other Loan Document to the contrary, the Obligations shall not include any Excluded Swap Obligations.
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“Open Market Purchases” has the meaning assigned to such term in Section 2.15(a).
“Optional Repurchase” means, with respect to any outstanding Indebtedness, any optional or voluntary repurchase, redemption or prepayment made in cash of such Indebtedness, the related payment in cash of accrued interest to the date of such repurchase, redemption or prepayment on the principal amount of such Indebtedness repurchased, redeemed or prepaid, the payment in cash of associated premiums (whether voluntary or mandatory) on such principal amount and the cash payment of other fees and expenses incurred in connection with such repurchase, redemption or prepayment.
“Other Connection Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient, Taxes imposed as a result of a present or former connection between such party and the jurisdiction imposing such Tax (other than connections arising from the recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means any and all present or future recording, stamp, court, documentary, intangible, excise, transfer, sales, property or similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14).
“Paid in Full” or “Payment in Full” means:
(a) payment in full in cash of the principal of, premium (including the Prepayment Premium) and interest (including premium and interest accruing on or after the commencement of any bankruptcy proceeding, whether or not such interest would be allowed in such bankruptcy proceeding) constituting the Obligations;
(b) payment in full in cash of all other amounts that are due and payable or otherwise accrued and owing under any Loan Document (other than any contingent indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time (such indemnification obligations, “Unmatured Surviving Obligations”) with respect to the Obligations; and
(c) termination or expiration of all commitments of the holders of the Obligations, to extend credit or make loans or other credit accommodations to any of the Loan Parties.
“Participant” has the meaning assigned to such term in Section 9.04(c)(i).
“Participant Register” has the meaning assigned to such term in Section 9.04(c)(iii).
“Payment Percentage” has the meaning assigned to such term in Section 2.15(c).
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Permitted ABL Amount” means, on the Closing Date, the lesser of (i) $175,000,000 and (ii) the Maximum Revolver Amount (as defined in the ABL Credit Agreement).
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“Permitted Acquiror” means any of the Persons identified in writing by the Borrower to the Administrative Agent by name prior to the Closing Date.
“Permitted Acquisitions” means any acquisition (by merger, consolidation or otherwise) by the Borrower or a Loan Party of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person, if (a) both before and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom, (b) substantially all the business of such acquired Person or business consists of one or more Permitted Businesses, (c) each Subsidiary resulting from such acquisition (and which survives such acquisition) other than any CFC or CFC Holding Company, shall be a Loan Party and 100% of the Equity Interests of each such Subsidiary shall be owned directly by the Borrower and/or Loan Parties and shall have been (or within ten Business Days (or such longer period as may be acceptable to the Required Lenders) after such acquisition shall be) pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations of the pledge of Equity Interests of CFCs or CFC Holding Companies set forth in the definition of “Collateral and Guarantee Requirement”), (d) the Collateral and Guarantee Requirement shall have been (or within ten Business Days (or such longer period as may be acceptable to the Required Lenders) after such acquisition shall be) satisfied with respect to each such Subsidiary, (e) the Borrower and the Subsidiaries are in Pro Forma Compliance after giving effect to such acquisition and (f) the Borrower has delivered to the Agent an officer’s certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above, together with all relevant financial information for the Person or assets acquired and reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (e) above.
“Permitted Business” means the telephone and internet, targeted print, marketing, digital and directory services businesses (including CRM applications), business software businesses and newspapers, magazines and other media businesses, and businesses reasonably related, incidental or ancillary thereto or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.
“Permitted Encumbrances” means:
(a) Liens imposed by law for taxes that are not yet delinquent or are being contested in compliance with Section 5.05;
(b) carriers’, warehousemen’s, mechanics’, materialmen’s, landlord’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.05;
(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;
(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(e) judgment Liens in respect of judgments or attachments that do not constitute a Default or an Event of Default under clause (i) of Article VII; provided that any such Lien is released within 30 days following the creation thereof;
(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that are not substantial in amount and do not, or could not reasonably be expected to, materially detract from the value of the affected property or interfere with the ordinary conduct of business of Holdings or any Subsidiary;
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(g) Liens arising solely by virtue of any statutory or common law provisions relating to bankers’ Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;
(h) any interest or title of a lessor under any lease entered into by Holdings or any Subsidiary of Holdings in the ordinary course of its business and covering only the assets so leased;
(i) the licensing or sublicensing (other than exclusive licenses or sublicenses) of Intellectual Property in the ordinary course of business in a manner that does not, or could not reasonably be expected to, materially interfere with the business of Holdings and its Subsidiaries; and
(j) any provision for the retention of title to any property by the vendor or transferor of such property, which property is acquired by Holdings or a Subsidiary of Holdings in a transaction entered into in the ordinary course of business of Holdings or such Subsidiary of Holdings and for which kind of transaction it is normal market practice for such retention of title provision to be included;
provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.
“Permitted Holder” means (x) the Sponsor, so long as the Sponsor owns, beneficially or of record, at least 20% of the outstanding Equity Interests in Holdings entitled to vote for election of directors, (y) any other Person who owns Equity Interests directly or indirectly in Holdings as of the Closing Date, and any Affiliate of any such Person and (z) a Permitted Acquiror that acquires Equity Interests directly or indirectly in Holdings no later than 180 days after the Closing Date (or, if a binding contractual agreement is entered into within such 180-day period to consummate such acquisition within 90 days thereof, no later than 270 days following the Closing Date); provided that the minimum enterprise value of Holdings and its Subsidiaries (as reasonably calculated by the Borrower in good faith and delivered to the Administrative Agent for delivery to the Lenders) after giving pro forma effect to, and the valuation implied by, such acquisition of Equity Interests is equal to or greater than $1,500,000,000.
“Permitted Indebtedness” has the meaning assigned to such term in Section 6.01.
“Permitted Investments” means:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing or allowing for liquidation at the original par value at the option of the holder within one year from the date of acquisition thereof;
(b) investments in commercial paper (other than commercial paper issued by the Borrower or any of its Affiliates) maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;
(c) investments in certificates of deposit, banker’s acceptances, time deposits or overnight bank deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000, and having a debt rating of “A-1” or better from S&P or “P-1” or better from Moody’s;
(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and
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(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.
“Permitted Unsecured Indebtedness” means unsecured Indebtedness that (i) provides solely for interest to be payable in-kind and not in cash, (ii) has a maturity date that is 180 days or more after the scheduled maturity date of the Loans, (iii) has covenants and other terms which, taken as a whole, are no more restrictive to Holdings and its Subsidiaries than the terms of this Agreement, taken as a whole (provided that such Indebtedness may have covenants and terms that are more restrictive in respect of the incurrence of additional unsecured Indebtedness), and (iv) does not require any payments of principal thereof until the Loans have been Paid in Full.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Prepayment Event” means any (a) Asset Disposition or (b) Debt Issuance.
“Prepayment Premium” has the meaning assigned to such term in Section 2.06(g).
“Prime Rate” means the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the FRB in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the FRB (as determined by Agent); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“Principal Office” means such office as the Administrative Agent may from time to time designate to the Borrower and each Lender as its principal office.
“Pro Forma Compliance” means, with respect to any event, that Holdings is in pro forma compliance with Section 6.14 recomputed as if the event with respect to which Pro Forma Compliance is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 5.01.
“Pro Forma Leverage Ratio” means, on any date, the Leverage Ratio on the last day of Borrower’s most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 after giving pro forma effect through and including such date to (i) all payments, prepayments, redemptions, retirements, sinking fund payments, and borrowings, issuances and other incurrences, of Indebtedness and (ii) all Permitted Acquisitions, including any proposed Permitted Acquisition with respect to which the Pro Forma Leverage Ratio is to be tested.
“Range” has the meaning assigned to such term in Section 2.15(c).
“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in any real property.
“Refinanced Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.
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“Refinancing Indebtedness” means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to extend, renew or refinance existing Indebtedness (“Refinanced Debt”); provided, that (a) such extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of, and unpaid interest on, the Refinanced Debt plus the amount of any premiums paid thereon and fees and expenses associated therewith, (b) such Indebtedness has a later maturity and a longer weighted average life than the Refinanced Debt, (c) such Indebtedness bears a market interest rate (as reasonably determined in good faith by the board of directors of the Borrower) as of the time of its issuance or incurrence, (d) if the Refinanced Debt or any Guarantees thereof are subordinated to the Obligations, such Indebtedness and Guarantees thereof are subordinated to the Obligations on terms no less favorable to the holders of the Obligations than the subordination terms of such Refinanced Debt or Guarantees thereof (and no Loan Party that has not guaranteed such Refinanced Debt guarantees such Indebtedness), (e) such Indebtedness contains covenants and events of default and is benefited by Guarantees (if any) which, taken as a whole, are reasonably determined in good faith by the board of directors of the Borrower not to be materially less favorable to the Lenders than the covenants and events of default of or Guarantees (if any) in respect of such Refinanced Debt, (f) if such Refinanced Debt or any Guarantees thereof are secured, such Indebtedness and any Guarantees thereof are either unsecured or secured only by such assets as secured the Refinanced Debt and Guarantees thereof, (g) if such Refinanced Debt and any Guarantees thereof are unsecured, such Indebtedness and Guarantees thereof are also unsecured, (h) such Indebtedness is issued only by the issuer of such Refinanced Debt and (i) the proceeds of such Indebtedness are applied promptly (and in any event within 45 days) after receipt thereof to the repayment of such Refinanced Debt.
“Register” has the meaning assigned to such term in Section 9.04(b)(iv).
“Reinvestment” has the meaning assigned to such term in Section 2.06(b).
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, Controlling Persons and advisors of such Person and of each of such Person’s Affiliates.
“Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.
“Required Lenders” means, at any time, Lenders having Loans representing more than 50% of the sum of the total outstanding Loans at such time.
“Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, termination or amendment of any Equity Interests in such Person or of any option, warrant or other right to acquire any such Equity Interests in such Person.
“S&P” means Standard & Poor’s Financial Services LLC.
“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any comprehensive Sanctions that broadly prohibit or restrict dealings in, with or involving such country or territory.
“Sanctioned Person” means any Person that is: (i) identified on a Sanctions List; (ii) domiciled, organized or resident in a Sanctioned Country; (iii) owned or controlled by, or acting for or on behalf of, directly or indirectly, any Person described in the foregoing clauses (i) or (ii); or (iv) otherwise the subject or target of Sanctions.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority..
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“Sanctions Authority” means: (a) the U.S. government, including OFAC and the U.S. Department of State; (b) the United Nations Security Council; (c) the European Union and each of its member states; and (d) the United Kingdom, including the Office of Financial Sanctions Implementation of Her Majesty’s Treasury; and (e) any other relevant Governmental Authority in any jurisdiction in which in any of the Loan Parties operate or conduct business.
“Sanctions List” means any Sanctions-related list of designated Persons maintained by any Sanctions Authority, including the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Consolidated United Nations Security Council Sanctions List, the consolidated list of persons, groups and entities subject to EU financial sanctions and the Consolidated List of Financial Sanctions Targets in the UK.
“Second Installment Commitment” means the commitment of a Lender to make or otherwise fund a Second Installment Loan and “Second Installment Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Second Installment Commitment is set forth on Schedule 2.01. The aggregate amount of Second Installment Commitments as of the Closing Date is $425,000,000.
“Second Installment Date” means January 31, 2019.
“Secured Parties” has the meaning assigned to such term in the Guarantee and Collateral Agreement.
“Security Documents” means the Guarantee and Collateral Agreement, the Mortgages and each other security agreement or other instrument or document executed and delivered by any Loan Party pursuant to this Agreement or any other Loan Document (including pursuant to the Guarantee and Collateral Agreement) to secure (or reaffirm the grant of security for) any of the Obligations.
“Solvency Certificate” means a Solvency Certificate substantially in the form of Exhibit F.
“Solvent” and “Solvency” mean, with respect to Holdings and its Subsidiaries, on a consolidated basis, taken as a whole, on any date of determination, that on such date (a) the fair value of the assets of Borrower and its Subsidiaries, on a consolidated basis, taken as a whole (calculated on a going concern basis), is greater than the total amount of debt, including contingent liabilities, of Borrower and its Subsidiaries, taken as a whole, (b) the present fair saleable value of the assets of Borrower and its Subsidiaries on a consolidated basis taken as a whole, is greater than the total amount that will be required to pay the probable liabilities (including contingent liabilities) of such Person as they become absolute and matured in the ordinary course, (c) the capital of Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of Borrower and its Subsidiaries, taken as a whole, contemplated as of such date; and (d) Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. For the purpose hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, representing the amount that can reasonably be expected to become an actual or matured liability.
“Specified Charges” means (a) out-of-pocket cash costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by Holdings, the Borrower or any of their respective Subsidiaries and incurred in connection with this Agreement and (b) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Administrative Agent and the Lenders and reimbursed by Holdings, the Borrower or any of their respective Subsidiaries (without, including without limitation, the fees and expenses of the Administrative Agent) incurred in connection with this Agreement.
“Specified Disposition” means the sale or other disposition of the real property of Holdings or its Subsidiaries located in Moraine, Ohio.
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“Sponsor” means, collectively, Mudrick Capital Management, L.P. and its controlled funds (but not any portfolio company).
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Stockholders’ Equity” means, as of any date of determination, consolidated stockholders’ equity of Borrower and its Subsidiaries as of the date determined in accordance with GAAP.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings.
“Supermajority Lenders” means, at any time, Lenders having Loans representing more than 66-2/3% of the sum of the total outstanding principal amount of Loans at such time.
“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings or the Subsidiaries shall be a Swap Agreement.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, fees, assessments or withholdings (including backup withholding) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Total Indebtedness” means, as of any date, an amount equal to (a) the sum of (i) the aggregate principal amount of Indebtedness of Holdings and its Subsidiaries outstanding as of such date, determined on a consolidated basis in accordance with GAAP (but in no event less than the face amount thereof) and (ii) solely for purposes of calculating the First Lien Leverage Ratio under Section 2.06(c) and without duplication of amounts included as Indebtedness pursuant to clause (i), the amount of Loans prepaid under the ABL Credit Agreement with First Installment Excess Proceeds or Second Installment Excess Proceeds minus, (b) other than for purposes of Section 2.06(c), the aggregate unencumbered cash and Permitted Investments (provided that any such cash and Permitted Investments to the extent subject to a Lien created under the Loan Documents shall be deemed to be unencumbered for purposes of this definition) maintained by the Borrower and the Subsidiaries as of such date (but excluding (i) the proceeds of any of the Loans or any use thereof to repay amounts outstanding under the ABL Credit Agreement and (ii) any portion of such cash and Permitted Investments which is necessary for the Borrower to satisfy the Minimum Liquidity Amount requirements hereunder); provided, that the amount of such Indebtedness shall be (A) without regard to the effects of purchase method of accounting requiring that the amount of such Indebtedness be valued at its fair market value instead of its outstanding principal amount and (B) determined exclusive of any letters of credit to the extent undrawn. “Transactions” means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the payment of fees and expenses in connection with the Loan Documents and (c) the refinancing or retirement of the Existing Indebtedness.
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“Transaction Costs” means the fees, costs and expenses payable by Holdings or any of its Subsidiaries on or before the Closing Date in connection with the Transactions.
“Tucker Lease” means, collectively, (a) that certain Sublease Agreement, dated as of January 1, 2013, between AT&T Services Inc., a Delaware corporation, as tenant, and YP Texas Region Yellow Pages LLC, a Delaware limited liability company, as subtenant, in respect of the real property located at 2245 Northlake Parkway, Tucker, Georgia and (b) that certain Sublease Agreement, dated as of January 1, 2013, between AT&T Services Inc., a Delaware corporation, as tenant, and YP Texas Region Yellow Pages LLC, a Delaware limited liability company, as subtenant, in respect of the real property located at 2247 Northlake Parkway, Tucker, Georgia.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.
“U.S. Person” means “United States person” within the meaning of Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.12(e)(ii)(B)(3).
“USA Patriot Act” has the meaning assigned to such term in Section 9.15.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Section 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).
Section 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For purposes of any determinations under this Agreement or any other Loan Document, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans at the time.
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Section 1.04. Accounting Terms; GAAP.
(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Any reference made in this Agreement or any other Loan Document to any consolidated financial statement or statements of Holdings and the Subsidiaries means such financial statement or statements prepared on a combined basis for Holdings and the Subsidiaries pursuant to GAAP, not utilizing the equity method. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any of their respective Subsidiaries at “fair value”, as defined therein.
(b) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capital Lease Obligations in conformity with GAAP on the Closing Date shall be considered Capital Lease Obligations, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.
ARTICLE II
THE CREDITS
Section 2.01. Loans.
(a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, (x) on the Closing Date, a Loan to the Borrower in an amount equal to such Lender’s First Installment Commitment (the “First Installment Loan”) and (y) on the Second Installment Date, a Loan to the Borrower in an amount equal to such Lender’s Second Installment Commitment (the “Second Installment Loan” and, together with the First Installment Loan, collectively, the “Loans” and each a “Loan”).
The Borrower may make only one borrowing under the First Installment Commitment which shall be on the Closing Date and only one borrowing under the Second Installment Commitment which shall be on the Second Installment Date. Any amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Section 2.06, all amounts owed hereunder with respect to the Loans shall be Paid in Full no later than the Maturity Date. Each Lender’s First Installment Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s First Installment Commitment on such date and each Lenders Second Installment Commitment shall terminate immediately and without further action on the Second Installment Date after giving effect to the funding of such Lender’s Second Installment Commitment on such date.
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(b) Borrowing Mechanics for Loans.
(i) The Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than three Business Days prior to the Closing Date (or such shorter period as may be acceptable to the Required Lenders). Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.
(ii) Each Lender shall make its First Installment Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified in Section 4.01, the Administrative Agent shall make the proceeds of the First Installment Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated to the Administrative Agent by the Borrower.
(iii) Each Lender shall make its Second Installment Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the Second Installment Date, by wire transfer of same day funds in Dollars, at the principal office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified in Section 4.01(o) and Section 4.01(q), the Administrative Agent shall make the proceeds of the Second Installment Loans available to the Borrower on the Second Installment Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated to the Administrative Agent by the Borrower. Unless otherwise indicated by the Borrower to the Administrative Agent prior to the Second Installment Date, the Second Installment Loans made on the Second Installment Date shall be deemed to be LIBO Rate Loans with an initial Interest Period of one month.
Section 2.02. Borrowings. (a) Subject to Section 2.09, each Borrowing shall be comprised entirely of Eurodollar Loans.
(b) At the commencement of each Interest Period for any Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided, that this Section 2.02(b) shall at all times be subject to Section 2.01.
(c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to elect to continue, any Borrowing for an Interest Period of more than one month’s duration if the Interest Period requested with respect thereto would end after the Maturity Date.
Section 2.03. Interest Elections. (a) The Borrower may elect to continue each Borrowing and may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.
(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone in the case of an election to continue a Eurodollar Borrowing, by not later than 2:00 p.m., New York City time, three Business Days before the date of the proposed continuation. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.
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(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clause (iii) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and
(iii) the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request does not specify an Interest Period, if the Borrower fails to deliver a timely Interest Election Request with respect to a Borrowing prior to the end of the Interest Period applicable thereto or if an Event of Default has occurred and is continuing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
Section 2.04. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay, in full in cash on the Maturity Date, to the Administrative Agent, for the account of each Lender, the then unpaid principal amount of each Loan of such Lender outstanding on such date, together with all other outstanding Obligations in respect thereof.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.04 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the records maintained pursuant to Section 2.04(b) and Section 2.04(c) and the Register, the Register shall control in the absence of manifest error.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or its registered assigns) and in a form attached hereto as Exhibit D. Such promissory note shall state that it is subject to the provisions of this Agreement. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the Lender and its registered assigns).
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Section 2.05. Use of Proceeds. The proceeds of the Loans shall be applied by Holdings or the Borrower (x) on the Closing Date to refinance in full the loans outstanding under the Existing Credit Agreement and to fund the Transaction Costs or, pending such application, on or after the Closing Date to repay amounts outstanding under the ABL Credit Agreement and (y) thereafter, to the extent proceeds of the Loans remain, to make Investments pursuant to Section 6.04, Restricted Payments pursuant to Section 6.08(a) and/or Discounted Voluntary Repurchase pursuant to Section 2.15 using the amount available under clause (a) of the definition of the Available Amount. No part of the proceeds from the Loans made hereunder constitutes or will constitute funds obtained on behalf of any Sanctioned Person or will otherwise be used by the Borrower or any of its Affiliates, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Sanctioned Person unless permitted by applicable Sanctions, (ii) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender or (iii) otherwise in violation of applicable Anti-Corruption Laws or Anti-Money Laundering Laws.
Section 2.06. Prepayment of Loans.
(a) Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay (including, for the avoidance of doubt, pursuant to the procedures set forth in Section 2.15) the Loans in whole or in part without premium or penalty (but subject to Section 2.06(g) and Section 2.11). Any prepayment shall be in an aggregate principal amount that (except as otherwise provided in Section 2.15) is an integral multiple of $1,000,000 and not less than $1,000,000 or, if less, the amount outstanding, subject to the requirements of this Section.
(b) Mandatory Prepayment Generally. In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrower shall, not later than the Business Day next after the date on which such Net Proceeds are received, prepay the Loans in an aggregate amount equal to 100% of such Net Proceeds, provided that, solely in the case of any Asset Disposition (other than a sale and leaseback transaction pursuant to Section 6.06(ii)), if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that Holdings, the Borrower or a Subsidiary intends to apply the Net Proceeds from such Asset Disposition (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire real property, equipment or other long term productive assets of the general type used in the business of Holdings, the Borrower or such Subsidiaries or to fund a Permitted Acquisition in accordance with the terms of Section 6.04, in each case as specified in such certificate (any such event, a “Reinvestment”), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such Asset Disposition (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom (i) that Holdings, the Borrower or the applicable Subsidiary shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise, apply toward such Reinvestment or (ii) that have not been so applied, or contractually committed to be so applied, by the end of such 180-day period, in each case at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been, or have been determined not to be, so applied (it being understood that if any portion of such proceeds are not so used within such 180-day period but within such 180-day period are contractually committed to be used, then upon the earlier to occur of (A) the termination of such contract and (B) the expiration of a 90-day period following such 180-day period, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso); provided, further, that the Net Proceeds applied toward Reinvestments or contractually committed to be so applied pursuant to the foregoing proviso shall not exceed $20,000,000 in the aggregate during any fiscal year.
(c) Excess Cash Flow. Following the end of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending March 30, 2019, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the sum of (x) Excess Cash Flow (if positive) generated during such fiscal quarter minus (y) the sum of (A) any voluntary prepayments of the Loans made pursuant to Section 2.06(a) during such fiscal quarter utilizing (x) Excess Cash Flow generated in such fiscal quarter or (y) accumulated Borrower’s Excess Cash Flow Amount (each such voluntary prepayment described in clause (x) or (y), a “Specified Voluntary Prepayment”); provided that such prepayment percentage shall be (i) 75% if, as of the last day of the most recently ended fiscal quarter, the First Lien Leverage Ratio (determined for any such period by reference to the certificate delivered pursuant to Section 5.01(d) calculating the First Lien Leverage Ratio as of the last day of such fiscal quarter) shall be 1.50:1.00 or less and (ii) 50% if the foregoing First Lien Leverage Ratio shall be 1.00:1.00 or less. Each prepayment pursuant to this paragraph shall be made within 5 Business Days after the date on which financial statements for such fiscal quarter are (or are required to have been) delivered pursuant to Section 5.01 (the date such prepayment is required to be made, the “ECF Prepayment Date”).
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(d) Cure Proceeds. Upon receipt of any Cure Amount, the Borrower shall prepay the Loans together with accrued interest in an aggregate amount equal to 100% of such Cure Amount.
(e) Administration. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder not later than, (x) in the case of prepayments of the amounts outstanding under the Existing Credit Agreement on the Closing Date, on the date of prepayment and (y) for all other prepayments, 2:00 p.m., New York City time three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments under Section 2.06 shall be accompanied by accrued interest and other amounts to the extent required by Sections 2.06(g), 2.08 and 2.11.
(f) Change in Control Offer. To the extent a Change in Control occurs, the Borrower shall promptly make an offer to prepay the Loans (a “Change in Control Offer”). Such repayment of the Loans shall be accompanied by accrued and unpaid interest on the amount repaid and any Prepayment Premium, if applicable. No later than 30 days following any Change in Control, except to the extent the Borrower has elected to prepay the Loans in full accordance with Section 2.06(a), the Borrower will send a notice (the “Change in Control Notice”) of the Change in Control to the Administrative Agent, which the Administrative Agent shall promptly deliver to each Lender. The Change in Control Notice shall (i) state that a Change in Control has occurred, and that the Borrower is offering to repay such Lender’s Loans with any Prepayment Premium, plus accrued and unpaid interest to the repayment date; (ii) state the relevant circumstances and facts, in reasonable detail, regarding such Change in Control, including basic identifying information of any direct owners of Equity Interests of Holdings (other than the Permitted Holders) following such Change in Control; (iii) state the repayment date (which shall be no later than 60 days and no earlier than 15 days from the date on which the Administrative Agent is notified) (the “Change in Control Payment Date”); (iv) state that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Change in Control Offer will cease to accrue interest on the Change in Control Payment Date; (v) state that Lenders electing to have any Loans repaid pursuant to a Change in Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) state that Lenders will be entitled to withdraw their election to require the Borrower to repay such Loans; provided that the Administrative Agent receives, not later than two Business Days before the Change in Control Payment Date, an e-mail or other written notification setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; and (vii) provide the other instructions determined by the Borrower or as reasonably requested by the Required Lenders, consistent with this clause (f), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (1) the notice is delivered in a manner herein provided and (2) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.
(i) On or before the Change in Control Payment Date, the Borrower will prepay all Loans or portions of Loans properly tendered and not withdrawn pursuant to the Change in Control Offer in an amount equal to the aggregate principal amount of such Loans plus the Prepayment Premium (if any), plus accrued and unpaid interest (if any) to the repayment date.
(ii) A Change in Control Offer may be made in advance of a Change in Control, and conditioned upon such Change in Control, if a definitive agreement is in place for the Change in Control at the time of making of the Change in Control Offer.
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(iii) The Borrower will not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement and repays all Loans properly elected to be repaid and not withdrawn under such Change in Control Offer.
(g) Prepayment Premium. In the event that all or any portion of the Loans is repaid or prepaid for any reason (including, subject to the proviso of this clause (g), as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default) prior to the second anniversary of the Closing Date, such repayments or prepayments will be made together with a premium equal to (A) 2.00% of the amount repaid or prepaid, if such repayment or prepayment occurs on or prior to the first anniversary of the Closing Date and (B) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date (the foregoing premiums, the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to (i) mandatory prepayments by Borrower pursuant to Sections 2.06(b) (in respect of proceeds of Asset Sales pursuant to Section 6.05(d) only), 2.06(c) or 2.06(d) and (ii) any Specified Voluntary Prepayment (provided further, if the aggregate amount excluded pursuant to this clause (ii) in any fiscal quarter of the Borrower exceeds the amount permitted to be deducted from the Excess Cash Flow mandatory prepayment pursuant to Section 2.06(c)(y) above for such fiscal quarter, then the Prepayment Premium shall be payable in respect of such excess amount on or prior to the ECF Prepayment Date in respect of such fiscal quarter). If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.
(h) Notwithstanding anything to the contrary in this Section 2.06, no prepayment or repurchase described in this Section 2.06 shall be required to the extent (and only to the extent) that (x) the Borrower fails to satisfy the Term Loan Payment Conditions (as defined in the ABL Credit Agreement) applicable thereto and (y) the ABL Credit Agreement prohibits such prepayment or repurchase as a result of such failure; provided that on the date that any of the circumstances described in clauses (x) and (y) of this Section 2.06(h) cease to apply (a “Reversion Date”), prepayments or repurchases that would have, in the absence of such circumstances, been payable pursuant to Section 2.06, shall be automatically due and payable pursuant to such section (and, for the avoidance of doubt, shall be accompanied by any premiums that would have been originally applicable thereto) on the Reversion Date.
Section 2.07. Fees. (a) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent in the Agent Fee Letter.
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(b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Fees paid shall not be refundable under any circumstances.
Section 2.08. Interest. (a) The Loans shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
(b) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Loans, and all other Obligations then outstanding, shall bear interest (including post petition interest in any proceeding under Debtor Relief Laws), after as well as before judgment, at a rate per annum equal to 2% (“Default Rate Interest”) plus the rate otherwise applicable to such Loan or Obligation. Payment or acceptance of the increased rates of interest provided for in this Section 2.08 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.
(c) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan pursuant to Section 2.06, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment
(d) All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
Section 2.09. Alternate Rate of Interest.
(a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period, then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (“Alternate Rate Period”).
(b) During the Alternate Rate Period, the Loans shall bear interest at the Alternate Base Rate plus the Applicable Rate.
(c) Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
(d) If at any time the Administrative Agent (acting at the direction of the Required Lenders) determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of the Adjusted LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Adjusted LIBO Rate will no longer be used for determining interest rates for loans, then the Required Lenders and the Borrower shall endeavor (acting reasonably) to establish an alternate rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans of the type in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement. Provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be 1.00% for the purposes of this Agreement.
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Section 2.10. Increased Costs; Illegality. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);
(ii) subject the Administrative Agent or any Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time after submission by such Lender to the Borrower of a written request therefor, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c) A certificate of a Lender setting forth in reasonable detail the matters giving rise to a claim under this Section 2.10 and the calculation of such claim by such Lender or its holding company, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) Notwithstanding any other provision herein, if any Change in Law shall make it unlawful for any Lender to maintain Eurodollar Loans as contemplated by this Agreement, (i) the commitment of such Lender hereunder to continue Eurodollar Loans as such shall forthwith be canceled and (ii) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by applicable law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.11.
(f) For the avoidance of doubt, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued or implemented.
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Section 2.11. Break Funding Payments. In the event of (a) the payment of any principal of any Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the failure to prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.06(e) and is revoked in accordance therewith) or (c) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.14 or 9.02(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (without giving effect to clause (b) of the definition of LIBO Rate), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
Section 2.12. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of, and without deduction for, any Taxes, except as required by applicable law; provided that if the applicable withholding agent shall be required to deduct any Taxes from such payments (as determined in the good faith discretion of the applicable withholding agent), then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) In addition, without duplication of any amounts paid pursuant to subsection (a), the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or, at the option of the Administrative Agent timely reimburse it for the payment thereof.
(c) Without duplication of any amounts paid pursuant to subsections (a) or (b), the Loan Parties shall jointly and severally indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document or required to be withheld or deducted from a payment to the Administrative Agent or such Lender (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.12, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
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(e) For purposes of this Section 2.12(e), each instance of “Lender” shall be read to refer to any Lender and the Administrative Agent. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding and will also provide any documentation as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this clause 2.12(e)(i), the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;
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(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(f) If the Administrative Agent or a Lender determines, in its sole judgment exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.12, it shall pay over such refund to the Borrower within a reasonable period of time (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.12 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid pursuant to this Section 2.12(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or such Lender be required to pay any amount to the Borrower pursuant to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.
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(g) Each Lender shall indemnify the Administrative Agent within 10 days after written demand therefor, for the full amount of (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 (c) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g).
(h) The agreements in this Section 2.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Section 2.13. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, premiums or fees, or of amounts payable under Section 2.10, 2.11 or 2.12, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices set forth in the notice section below, except that payments pursuant to Sections 2.10, 2.11, 2.12 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day (except as otherwise provided in the definition of “Interest Period”), the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in Dollars.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees (including fees and expenses due to the Administrative Lender under the Agent Fee Letter) then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the relative aggregate amounts of principal of and accrued interest on their Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
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(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.13(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
Section 2.14. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10 or 2.12, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, provided that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.10 or 2.12. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, or if any Lender is not able to maintain Eurodollar Loans for reasons described in Section 2.10(e), or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04, provided that the Borrower or assignee must pay any applicable processing or recordation fee), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, further, that such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and such Lender shall be released from all obligations hereunder. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Section 2.15. Voluntary Repurchases Below Par. (a) The Borrower may elect to make below par voluntary repurchases of the Loans (each such repurchase a “Discounted Voluntary Repurchase”) (1) through open market purchases (“Open Market Purchases”) or (2) pursuant to the procedures set forth in Section 2.15(c) (a “Dutch Auction”) any other procedures reasonably determined by the Borrower so long as participation in the relevant Discounted Voluntary Repurchases is open to all Lenders on a pro rata basis; provided that the aggregate amount of any such Discounted Voluntary Repurchase, based upon the actual amount of cash paid in connection therewith, shall not exceed the Available Amount in effect at the time of such Discounted Voluntary Repurchase. Accrued interest on each Loan repurchased pursuant to a Discounted Voluntary Repurchase shall be payable in the manner approved by the Governing Board of the Borrower and as negotiated with the Lender of the applicable repurchased Loan.
(b) At the time of any Discounted Voluntary Repurchase (or, if necessary, immediately subsequent in the case of an Open Market Purchase), the Borrower shall certify to the Administrative Agent, with reasonable supporting detail, (i) compliance with the requirements of this Section 2.15, (ii) a computation of the Available Amount and (iii) that such Discounted Voluntary Repurchase shall have been approved by the Borrower’s Governing Board.
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(c) Terms Specific to Dutch Auctions:
(i) In connection with any Dutch Auction, the Borrower shall notify the Administrative Agent and the Lenders (the “Discounted Voluntary Repurchase Notice”) that the Borrower desires to repurchase Loans with cash in an aggregate amount (each, a “Discounted Voluntary Repurchase Amount”) specified by the Borrower at a price within a range (the “Range”) to be specified by the Borrower equal to a percentage of par (not to exceed 100%) (the “Payment Percentage”) of the principal amount of the Loans to be repurchased; provided that only one Discounted Voluntary Repurchase Notice may be in effect at any time. The Discounted Voluntary Repurchase Notice shall further specify the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Repurchase, which shall be at least five Business Days following the date of the Discounted Voluntary Repurchase Notice (the “Acceptance Date”).
(ii) On or prior to the Acceptance Date for any Dutch Auction, each Lender may specify by written notice to the Administrative Agent the minimum Payment Percentage (the “Acceptable Payment Percentage”) within the Range and the maximum principal amount of Loans that such Lender is willing to sell at the Acceptable Payment Percentage (the “Accepted Amount”). Based on the Acceptable Payment Percentages and the Accepted Amounts specified by all Lenders, the Borrower agrees to accept all offers received by the Administrative Agent on the Acceptance Date, in order from the Acceptable Payment Percentage that is the largest discount to par to the Acceptable Payment Percentage that is the smallest discount to par, up to and including the Acceptable Payment Percentage that is the smallest discount to par within the Range which yields, in aggregate for all purchases, the Discounted Voluntary Repurchase Amount; provided that if the Accepted Amount for all participating Lenders at the Acceptable Payment Percentage that has the smallest discount to par within the Range which yields the Discounted Voluntary Repurchase Amount exceeds the Discounted Voluntary Repurchase Amount, each participating Lender shall participate prorata in accordance with the Accepted Amount of each such Lender (subject to rounding requirements specified by the Administrative Agent). The Borrower shall prepay Loans (or the respective portions thereof) by remitting such amount to the Administrative Agent (for distribution to each respective Lender to be prepaid).
(d) [Reserved].
(e) Each Dutch Auction shall be consummated pursuant to procedures (including as to rounding and minimum amounts, Type and Interest Periods of accepted Loans, irrevocability of any Discounted Voluntary Repurchase Notice and other notices by the Borrower and Lenders and determination of Acceptable Payment Percentage, if required) reasonably established by the Administrative Agent in consultation with the Required Lenders and the Borrower and not inconsistent with the terms hereof.
(f) Notwithstanding anything to the contrary in this Agreement (including, without limitation, Sections 2.06 and 2.13), the Lenders hereby consent to the transactions described in this Section 2.15 and further acknowledge that in connection with any Discounted Voluntary Repurchase principal and interest payments may be made on a non-pro rata basis to the applicable Lenders.
(g) This Section 2.15 shall not require any Lender to participate in any Discounted Voluntary Repurchase.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower represents and warrants to the Agent and the Lenders on each Credit Date that, both immediately before and after giving effect to the Transactions and any Loans, the following statements are true and correct:
Section 3.01. Organization; Powers. Holdings and its Subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
Section 3.02. Authorization; Enforceability. The Transactions entered into and to be entered into by each of the Loan Parties are within such Person’s corporate or limited liability company powers and have been duly authorized by all necessary corporate or limited liability company and, if required, stockholder or member action. This Agreement has been duly executed and delivered by each of the Loan Parties and constitutes, and each other Loan Document to which any of the Loan Parties is to be a party, when executed and delivered by such Person, will constitute, a legal, valid and binding obligation of such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority except as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law or regulation or the charter, limited liability company agreement, by-laws or other organizational documents of Holdings or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon Holdings or any of its Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by Holdings or any of its Subsidiaries, (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any of its Subsidiaries, except Liens permitted under Section 6.02 and (e) do not require any approval of stockholders, members or partners or any approval or consent of any Person under any contractual obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date.
Section 3.04. Financial Condition.
(a) The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, financial condition or prospects of Holdings and its Subsidiaries taken as a whole.
(b) Since December 31, 2017, no event, circumstance or change has occurred that has caused or evidences, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect.
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Section 3.05. Properties. (a) Holdings and each of its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), except for minor defects in title that do not, or could not reasonably be expected to, interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b) Holdings and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other Intellectual Property, in each case that is material to its business, and the use thereof by Holdings and its Subsidiaries does not infringe upon the rights of any other Person, except, in each case, for any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(c) Schedule 3.05 sets forth the address of each real property that is owned or leased by Holdings or any of its Subsidiaries as of the Closing Date.
Section 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings, any of its Subsidiaries or any of their respective executive officers or directors (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any of the Loan Documents or the Transactions.
(b) Except for any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings or any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.
Section 3.07. Compliance with Laws and Agreements.
(a) Generally. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such noncompliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided, however, that this clause (a) shall not apply to compliance with Anti-Money Laundering Laws, Anti-Corruption Laws and Sanctions, which compliance is addressed in clauses (b), (c) and (d) below.
(b) Anti-Money Laundering Laws, Etc. None of the Loan Parties or any of their respective Subsidiaries or any of the directors or officers of the Loan Parties or any of their respective Subsidiaries, or to the knowledge of each Loan Party, any of the Affiliates, employees or agents of the Loan Parties or any of their respective Subsidiaries: (i) has taken or will take any action that would constitute or give rise to a violation of Anti-Money Laundering Laws; or (ii) is or has been, in the past five (5) years, subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Anti-Money Laundering Laws. Each Loan Party has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Loan Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Anti-Money Laundering Laws.
(c) Anti-Corruption Laws, Etc.
(i) None of the Loan Parties or any of their respective Subsidiaries or any of the directors or officers of the Loan Parties or any of their respective Subsidiaries, or to the knowledge of each Loan Party, any of the Affiliates, employees or agents of the Loan Parties or any of their respective Subsidiaries: (A) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Government Official to influence official action or secure an improper advantage or otherwise in any manner that would constitute or give rise to a violation of applicable Anti-Corruption Laws: or (B) is or has been, in the past five (5) years, subject to any action, proceeding, litigation, claim or investigation with regard to any actual or alleged violation of Anti-Corruption Laws.
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(ii) Each Loan Party has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Loan Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Anti-Corruption Laws. None of the Loan Parties or any of their respective Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any applicable Anti-Corruption Law; and
(iii) The Borrower will not use, directly or indirectly, any part of the proceeds of the Loans: (A) in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any Government Official to influence official action or secure an improper advantage; or (B) in any manner that would constitute or give rise to a violation of applicable Anti-Corruption Laws.
(d) Sanctions. None of the Loan Parties or any of their respective Subsidiaries or any of the directors or officers of the Loan Parties or any of their respective Subsidiaries, or to the knowledge of each Loan Party, any of the Affiliates, employees or agents of the Loan Parties or any of their respective Subsidiaries (i) is a Sanctioned Person; (ii) has engaged in the past five (5) years or intends to engage in the future in any dealings with, involving or for the benefit of, any Sanctioned Person, to the extent prohibited by applicable Sanctions; (iii) has taken any action, directly or indirectly, that would constitute or give rise to a violation of applicable Sanctions or (iv) is or has been, in the past five (5) years, subject to any action, proceeding, litigation, claim or, to its knowledge, investigation with regard to any actual or alleged violation of Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to promote and achieve compliance by such Loan Party and its Subsidiaries, and their respective directors, officers, employees and agents, with applicable Sanctions. In the past five (5) years, none of the Loan Parties or any of their respective Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to OFAC or any other Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any applicable Sanctions. The Borrower will not use, directly or indirectly, any part of any proceeds of the Loans: (A) to fund or facilitate any activities or business of, with or involving any Sanctioned Person, except to the extent permitted by Sanctions; or (B) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Lender.
Section 3.08. Investment Company Status. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.
Section 3.09. Taxes. Each of Holdings and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP. Except as set forth in Schedule 3.09, no material tax Liens have been filed.
Section 3.10. ERISA. No ERISA Event has occurred that, when taken together with all other such ERISA Events for which liability has occurred, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount that would reasonably be expected to have a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that would reasonably be expected to have a Material Adverse Effect.
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Section 3.11. Margin Regulations. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.
Section 3.12. Disclosure. None of the written reports, financial statements, certificates or other written information taken as a whole, furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as of the date thereof and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made taken as a whole, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projected financial information was prepared.
Section 3.13. Subsidiaries. Schedule 3.13 sets forth the name of, and the ownership interest of Holdings and its Subsidiaries as of the Closing Date. As of the Closing Date, Holdings does not have any Subsidiaries other than those set forth on Schedule 3.13.
Section 3.14. Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of Holdings and its Subsidiaries as of the Closing Date. All premiums due and payable in respect of such insurance have been paid. The Borrower believes that the insurance maintained by or on behalf of Holdings and its Subsidiaries is adequate.
Section 3.15. Labor Matters. As of the Closing Date there are no strikes, lockouts or slowdowns against Holdings or any Subsidiary pending or, to the knowledge of the Borrower, threatened in writing. Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (a) the hours worked by and payments made to employees of Holdings and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; (b) all payments due from Holdings or any Subsidiary, or for which any claim may be made against Holdings or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings or such Subsidiary; and (c) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings or any Subsidiary is bound.
Section 3.16. Solvency. Holdings and its Subsidiaries, on a consolidated basis, taken as a whole, are Solvent.
Section 3.17. Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral described therein and proceeds thereof. In the case of the Pledged Shares (each as defined in the Guarantee and Collateral Agreement) described in the Guarantee and Collateral Agreement, upon delivery of the stock certificates representing such Pledged Shares to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property, as defined in the Guarantee and Collateral Agreement, for which such filings will not perfect same under applicable law), upon filing of the financing statements and other filings in the offices specified on Schedule 3.17 (as updated by the Borrower from time to time in accordance with Section 5.03), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or in the case of Pledged Shares, by possession or control, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Shares, Liens permitted by Section 6.02(a)).
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(b) When the Guarantee and Collateral Agreement or short form security agreements with respect thereto are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Guarantee and Collateral Agreement and such financing statements shall constitute a fully perfected (if and to the extent required to be perfected pursuant to the Guarantee and Collateral Agreement) Lien on, and security interest in, all right, title and interest of the grantors thereunder in the relevant Intellectual Property (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors after the Closing Date).
(c) The Mortgages entered into after the Closing Date pursuant to Sections 5.12 or 5.14, when entered shall be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed in the proper real estate filing offices, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Person pursuant to Liens expressly permitted by Section 6.02(a).
Section 3.18. Liens. There are no Liens of any nature whatsoever on any properties of Holdings or any of its Subsidiaries other than Permitted Encumbrances and Liens permitted by Section 6.02.
Section 3.19. Use of Proceeds. The proceeds of the Loans shall be used for the purposes set forth in Section 2.05. No portion of the proceeds of any Loan shall be used in any manner, whether directly or indirectly, that causes or could reasonably be expected to cause, such Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.
Section 3.20. Indebtedness. Except as set forth in Schedule 6.01, after giving effect to the Transactions, the Loan Parties do not have any Indebtedness for borrowed money outstanding in excess of $5,000,000 in the aggregate on the Closing Date.
Section 3.21. Bank Accounts. Schedule 3.21 sets forth the true, correct and complete account numbers and location of all of the bank accounts of the Loan Parties as of the Closing Date.
ARTICLE IV
CONDITIONS
Section 4.01. Effectiveness of Agreement. The effectiveness of this Agreement and the obligation of each Lender to make a Loan on the Closing Date are subject to satisfaction, or waiver in accordance with Section 9.02, of the following conditions on or before the Closing Date:
(a) Loan Documents. The Administrative Agent and the Lenders shall have received (i) this Agreement, executed and delivered by the Borrower, the Administrative Agent and the Lenders and (ii) an executed Guarantee and Collateral Agreement substantially in the form of Exhibit B hereto from each Loan Party.
(b) [Reserved].
(c) [Reserved].
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(d) Indebtedness. The Required Lenders shall be reasonably satisfied that, on the Closing Date, after giving effect to the Transactions, Holdings and its Subsidiaries shall have outstanding no existing Indebtedness (including Indebtedness outstanding under the Existing Credit Agreement but excluding Indebtedness expressly permitted to be outstanding under this Agreement) and the Administrative Agent and the Lenders shall have received evidence of the termination of any existing Indebtedness (including any and all commitments relating thereto, but excluding any existing Indebtedness expressly permitted to be outstanding under this Agreement) and the release of all Liens in connection therewith.
(e) Lien and Judgment Searches. The Administrative Agent and the Required Lenders shall have received (i) UCC, tax and judgment lien searches and other appropriate evidence evidencing the absence of any other liens or mortgages on the Collateral other than Liens that have been satisfied and discharged in the manner contemplated by the refinancing and Permitted Encumbrances and other existing liens acceptable to the Required Lenders in their sole discretion and (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent, Mark and/or copyright filings as may be requested by the Required Lenders, solely to the extent necessary or reasonably advisable in good faith as determined by the Required Lenders to perfect the Administrative Agent’s security interest in Intellectual Property Collateral.
(f) [Reserved].
(g) Fees. The Lenders (including attorneys’ fees of Milbank, Tweed, Hadley & McCloy LLP) and the Administrative Agent shall have received all fees required to be paid (including, in the case of the Administrative Agent, those payable on such date under the Agent Fee Letter), and all expenses required to be for which reasonably detailed invoices have been presented, on or before the Closing Date.
(h) No Actions. There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (x) have a material adverse effect on the business, assets, properties, liabilities (actual and contingent), operations or condition (financial or otherwise) of the Loan Parties and their respective Subsidiaries, taken as a whole, (y) adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents or (z) adversely affect the rights and remedies of the Agent or the Lenders under the Loan Documents.
(i) Know Your Customer Information. The Administrative Agent and each requesting Lender shall have received no later than two Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by the Administrative Agent or such Lender, as applicable, at least ten days prior to the Closing Date in order to allow the Administrative Agent and such Lender to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.
(j) Historical Financial Statements. The Administrative Agent and the Lenders shall have received the Historical Financial Statements.
(k) Closing Certificates. The Administrative Agent and the Lenders shall have received and the Required Lenders shall be satisfied with (x) a certificate of an authorized officer of each Loan Party, dated the Closing Date, with appropriate insertions and attachments including (i) the certificate of incorporation or formation, as applicable, of such Person, as applicable, certified by the relevant authority of the jurisdiction of organization of such Person, as applicable, (ii) a complete copy of resolutions adopted by the Governing Board of such Person authorizing the execution, delivery and performance in accordance with their respective terms of the Loan Documents to which such Person is a party and any other documents required or contemplated hereunder and (iii) a good standing certificate of such Person, as applicable, from its jurisdiction of organization, (y) a Closing Date Certificate signed by the president, a vice president or a Financial Officer of the Borrower confirming that the conditions in Sections 4.01(o) and 4.01(q) have been satisfied, as applicable and (z) a perfection certificate signed by the president, a vice president or a Financial Officer of the Borrower in form satisfactory to the Required Lenders, together with all schedules and attachments contemplated thereby.
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(l) Legal Opinions. The Administrative Agent and the Lenders shall have received the legal opinion of Weil, Gotshal & Manges LLP, counsel to Holdings and its Subsidiaries in form and substance satisfactory to the Required Lenders.
(m) Pledged Stock; Stock Powers; Pledged Notes. To the extent not previously delivered, the Agent (on behalf of the Lenders) shall have received (i) the certificates or other instruments representing all outstanding Equity Interests of each Subsidiary owned by or on behalf of any Loan Party pledged pursuant to the Guarantee and Collateral Agreement, together with stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) each promissory note pledged and required to be delivered to the Agent pursuant to the Guarantee and Collateral Agreement, together with note powers or other instruments of transfer with respect thereto endorsed in blank.
(n) Filings, Registrations and Recordings. All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Required Lenders to be filed, registered or recorded to create the Liens intended to be created by the Guarantee and Collateral Agreement and perfect such Liens to the extent required by, and with the priority required by, the Guarantee and Collateral Agreement, shall have been executed and be in proper form for filing, subject only to exceptions satisfactory to the Required Lenders and the Collateral and Guarantee Requirement shall have otherwise been satisfied.
(o) Representations and Warranties. The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent already qualified as to materiality in which case such representations and warranties shall be true in all respects) on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent already qualified as to materiality in which case such representations and warranties shall be true in all respects) on and as of such earlier date).
(p) [Reserved].
(q) No Default. No Default or Event of Default shall have occurred and be continuing as of the Closing Date.
(r) [Reserved].
(s) Insurance. The Administrative Agent and the Lenders shall have received a certificate from the applicable Loan Party’s insurance broker or other evidence satisfactory to the Required Lenders that all insurance required to be maintained pursuant to Section 5.07 is in full force and effect, together with evidence that the Administrative Agent has been named as loss payee and additional insured on all general liability and property insurance policies set forth on Schedule 3.14.
(t) Solvency Certificate. The Administrative Agent and the Lenders shall have received a Solvency Certificate, in form and substance reasonably satisfactory to the Required Lenders, executed by an authorized officer of Holdings, dated the Closing Date, certifying that, on the Closing Date, after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, taken as a whole, are Solvent.
For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.
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ARTICLE V
AFFIRMATIVE COVENANTS
Until the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been Paid in Full in cash, Holdings and the Borrower covenants and agrees with the Lenders that:
Section 5.01. Financial Statements and Other Information. Holdings will furnish to the Administrative Agent and each Lender:
(a) within 120 days after the end of each fiscal year of Borrower ending after the Closing Date, a true and complete copy of the audited consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in Stockholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification (other than with respect to, or expressly resulting solely from (i) the upcoming maturity date for the Loans under this Agreement or (ii) any actual or potential inability to satisfy the financial covenant under Section 6.14 on a future date or in a future period) or qualification as to the scope of such audit (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by such independent certified public accountants; provided that if Holdings switches from one independent public accounting firm to another, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such consolidated or consolidating financial statements that relate to any fiscal year prior to its retention which, for the avoidance of doubt, shall have been the subject of an audit report of the previous accounting firm meeting the criteria set forth above) and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements, certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as fairly presenting, in all material respects, the financial condition, results of operations, Stockholders’ Equity and cash flows of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP;
(b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries, as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of Borrower’s fiscal year then ended, and the related consolidated statements of changes in Stockholders’ Equity and cash flows for the portion of Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, and a reasonably detailed narrative discussion of the changes in Borrower’s financial condition and results of operations compared with the prior periods presented, which need not be as fulsome as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in connection annual reports pursuant to clause (a) above, certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as fairly presenting, in all material respects, the financial condition, results of operations, Stockholders’ Equity and cash flows of Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) [reserved];
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.14, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Closing Date that has had an effect on the financial statements accompanying such certificate and specifying any such change and the related effect, (iv) identifying any Subsidiary of the Loan Parties formed or acquired since the end of the previous fiscal quarter, (v) identifying any parcels of real property or improvements thereto with a value exceeding $5,000,000 that have been acquired by the Loan Parties since the end of the previous fiscal quarter, (vi) identifying any changes of the type described in Section 5.03(a) that have not been previously reported by Holdings, (vii) identifying any Permitted Acquisition or other acquisitions of going concerns that have been consummated since the end of the previous fiscal quarter, including the date on which each such acquisition or Investment was consummated and the consideration therefor, (viii) identifying any material Intellectual Property (as defined in the Guarantee and Collateral Agreement) with respect to which a notice is required to be delivered under the Guarantee and Collateral Agreement and has not been previously delivered, (ix) identifying any Prepayment Events that have occurred since the end of the previous fiscal quarter and setting forth a reasonably detailed calculation of the Net Proceeds received from any such Prepayment Events, (x) identifying any change in the locations at which equipment and inventory, in each case with a value in excess of $5,000,000, are located, if not owned by the Loan Parties, and (xi) attaching a schedule setting forth a computation (and any utilization by the Borrower) of Excess Cash Flow and the Borrower’s Excess Cash Flow Amount for the relevant fiscal quarter, each as of the end of the period covered by such financial statements;
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(e) [reserved];
(f) within 60 days after the commencement of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget, in form reasonably satisfactory to the Required Lenders it being agreed that the form previously delivered to the Required Lenders prior to the Closing Date is acceptable), promptly when available, any material significant revisions of such budget;
(g) within (i) 30 days after the end of each of the first three fiscal quarters of Holdings and (ii) 45 days after the end of the fourth fiscal quarter of Holdings, the key performance indicators for such fiscal quarters set forth on Schedule 5.01(g) hereto, in the form set forth therein;
(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties, or compliance with the terms of any Loan Document, as the Administrative Agent (including on behalf of any Lender) may reasonably request;
(i) promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Loan Parties or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon request of the Administrative Agent (as the request of any Lender), the Loan Parties and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent (on behalf of each requesting Lender) promptly after receipt thereof; provided, further, that the rights granted to the Administrative Agent in this section shall be exercised not more than once during a 12-month period;
(j) within (i) 45 days after the end of each of the first three fiscal quarters of Holdings and (ii) 60 days after the end of the fourth fiscal quarter of Holdings, a Financial Officer of Holdings shall host a telephone conference call for the Lenders to review and discuss Holdings’ financial performance and most recent key performance indicators; and
(k) concurrently with any delivery of financial statements under clause (a) or (b) above, a statement of changes in the intercompany balances of the Loan Parties in form and substance reasonably satisfactory to the Required Lenders.
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Section 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after any Financial Officer or executive officer of the Borrower or any Subsidiary obtains knowledge thereof:
(a) (i) the occurrence of any Default or (ii) the receipt of any notice under the ABL Credit Agreement claiming that a Default (as defined therein) or borrowing base deficiency has occurred and is continuing;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Loan Parties or, to the knowledge of the Loan Parties, any Affiliate thereof that involves (i) a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) which directly relates to the Loan Documents and could have an adverse effect on the rights or obligations of the Loan Parties thereunder;
(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and
(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Section 5.03. Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in the legal name of any of the Loan Parties, as reflected in its organization documents, (ii) in jurisdiction of organization or corporate structure of any of the Loan Parties and (iii) in the identity, Federal Taxpayer Identification Number or organization number of any of the Loan Parties, if any, assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral of the Loan Parties for the benefit of the Secured Parties. The Borrower also agrees promptly to notify the Administrative Agent if any damage to or destruction of Collateral of the Loan Parties that is uninsured and has a fair market value exceeding $5,000,000 occurs.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral and required pursuant to the Loan Documents to be filed, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests under the Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Section 5.04. Existence; Conduct of Business. Holdings will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, contracts, licenses, permits, privileges and franchises material to the conduct of its business; provided, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any sale of assets permitted under Section 6.05.
Section 5.05. Payment of Obligations. Holdings will, and will cause each of its Subsidiaries to, pay its material Indebtedness and other material obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) Holdings or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.
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Section 5.06. Maintenance of Properties. Holdings will, and will cause each of its Subsidiaries to, keep and maintain all property (other than Intellectual Property) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. Holdings will, and will cause each of its Subsidiaries to, subject to its and their reasonable business judgment, take all actions to maintain all registrations and applications with respect to material Intellectual Property owned by any of them.
Section 5.07. Insurance. Holdings will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. Holdings will furnish to the Lenders, upon request of the Administrative Agent made at the direction of the Required Lenders, information in reasonable detail as to the insurance so maintained.
Section 5.08. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any Collateral of the Loan Parties fairly valued at more than $5,000,000 or the commencement of any action or proceeding for the taking of any Collateral of the Loan Parties or any material part thereof or material interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of the Security Documents and this Agreement.
Section 5.09. Books and Records; Inspection and Audit Rights. Holdings will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will permit the Administrative Agent or its representatives (at the direction of Lenders holding a majority in principal amount of the Loans), upon reasonable prior notice, to visit and make reasonable inspection of its properties, to make a reasonable examination of its books and records relating to the Loans, and to discuss in good faith on a reasonable basis its affairs, finances and condition as they relate to the Loans with officers of the Borrower.
Section 5.10. Compliance with Laws. Holdings will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including Environmental Laws, and orders of any Governmental Authority applicable to it, its operations or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.; provided, however, that this provision shall not apply to compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, which compliance is addressed in Section 5.13 below.
Section 5.11. Additional Subsidiaries. If any additional Subsidiary of the Loan Parties is formed or acquired after the Closing Date, the Borrower will, within three Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Lenders thereof and, within 15 Business Days (or such longer period as the Required Lenders shall agree) after such Subsidiary is formed or acquired, cause any applicable provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of the Loan Parties.
Section 5.12. Further Assurances. (a) The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause all provisions of the Collateral and Guarantee Requirement applicable to the Loan Parties to be and remain satisfied, all at the expense of the Loan Parties; provided, that such provisions of the Collateral and Guarantee Requirement need not be satisfied with respect to (i) any real property acquired by the Loan Parties after the Closing Date with an individual fair market value (including fixtures and improvements) that is less than $5,000,000 and (ii) any real property held by the Loan Parties as a lessee under a lease. The Borrower also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Required Lenders as to the perfection and priority of the Liens created or intended to be created by the Security Documents.
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(b) If any material asset (including any fee interest in real property or improvements thereto or any interest therein) that has an individual fair market value of more than $5,000,000 is acquired by the Loan Parties after the Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than assets constituting Collateral under the Guarantee and Collateral Agreement that become subject to the Lien of the Guarantee and Collateral Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent at the direction of the Required Lenders, the Borrower will cause such asset to be subjected to a Lien securing the Obligations and will take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably requested by the Required Lenders to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties; provided, that the Collateral and Guarantee Requirement need not be satisfied with respect to (i) any real property acquired by the Loan Parties after the Closing Date with an individual fair market value (including fixtures and improvements) that is less than $5,000,000, (ii) any real property held by any of the Loan Parties as a lessee under a lease and (iii) other assets with respect to which the Required Lenders determine that the cost or impracticability of including such assets as Collateral would be excessive in relation to the benefits to the Secured Parties.
Section 5.13. Anti-Bribery, Anti-Corruption and Anti-Money Laundering Laws; Sanctions. The Borrower shall: (i) comply with, and ensure that its Subsidiaries comply with, Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions; and (ii) continue to implement, maintain and enforce policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents, with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions; and (iii) not, directly or indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (A) to fund any activities or business of or with Sanctioned Person, except as permitted under applicable Sanctions, or (B) in any other manner that would constitute or give rise to a violation of Sanctions by any Person, including the Administrative Agent or any Lender.
Section 5.14. Post-Closing Matters. Each of the Loan Parties shall satisfy the requirements set forth on Schedule 5.14 on or before the date specified for such requirement or such later date to be reasonably determined by the Required Lenders.
ARTICLE VI
NEGATIVE COVENANTS
Until the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been Paid in Full, the Borrower covenants and agrees with the Lenders that:
Section 6.01. Indebtedness; Certain Equity Securities. (a) Holdings will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness or any Attributable Debt, except (collectively, “Permitted Indebtedness”):
(i) Indebtedness created under the Loan Documents;
(ii) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof;
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(iii) Indebtedness of Holdings to any Subsidiary and of any Subsidiary to Holdings or any other Subsidiary; provided that any indebtedness from a Loan Party to a Non-Loan Party Subsidiary shall comply with Section 6.04 hereof;
(iv) Guarantees by Holdings and the Borrower of Indebtedness of any Loan Party and by any Subsidiary of Indebtedness of the Borrower or any Loan Party;
(v) Indebtedness and Attributable Debt of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by an amount not greater than fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; provided that (1) such Indebtedness or Attributable Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness and Attributable Debt permitted by this clause (v), shall not exceed $30,000,000 at any time outstanding;
(vi) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Refinancing Indebtedness in respect thereof; provided that (A) such Indebtedness (other than Refinancing Indebtedness) exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such entity becoming a Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $50,000,000 at any time outstanding;
(vii) Indebtedness in an amount not to exceed $15,000,000 at any time outstanding of Holdings or any Subsidiary required in connection with cash management services and arrangements (other than pursuant to, or in connection with, the ABL Credit Agreement);
(viii) Indebtedness under the ABL Credit Agreement in an aggregate principal amount not to exceed the Permitted ABL Amount at any time outstanding;
(ix) Indebtedness not otherwise permitted hereunder in an amount not to exceed $20,000,000 at any one time outstanding;
(x) endorsement of instruments or other payment items for deposit in the ordinary course of business;
(xi) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Borrower or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;
(xii) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, earn-out or similar obligation of any Loan Party or any of its Subsidiaries that are subordinated to the Loans on terms satisfactory to the Required Lenders incurred in connection with the consummation of one or more Permitted Acquisitions;
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(xiii) Indebtedness consisting of Permitted Investments;
(xiv) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business;
(xv) [reserved]; and
(xvi) Permitted Unsecured Indebtedness in an aggregate principal amount not to exceed $500,000,000 at any time outstanding.
(b) Holdings will not, nor will it permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests, other than (i) preferred Equity Interests that are not redeemable at the election of the holder thereof (other than in connection with an event that would constitute a Change in Control) prior to the Maturity Date and (ii) preferred Equity Interests issued in lieu of Indebtedness permitted pursuant to clause (a) above upon delivery by the Borrower to the Administrative Agent of a written notice that such Equity Interests shall, for purposes of this Agreement, count as Indebtedness for all purposes hereunder, including incurrence pursuant to Section 6.01 and calculation of the Leverage Ratio; provided that in the case of either clause (i) or clause (ii) hereof, no payments or other distributions shall be permitted on such preferred stock other than in accordance with Section 6.08;
Section 6.02. Liens. (a) Holdings will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(i) Liens created under the Loan Documents;
(ii) Permitted Encumbrances;
(iii) any Lien existing on the Closing Date and set forth on Schedule 6.02 on any property or asset of Holdings or any Subsidiary; provided that (A) such Lien shall not apply to any other property or asset of Holdings or any Subsidiary and (B) such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
(iv) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or assets of Holdings or any Subsidiary and (C) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in excess of fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof;
(v) Liens on fixed or capital assets acquired, constructed or improved by Holdings or any Subsidiary; provided that (A) such Liens secure Indebtedness permitted by clause (v) of Section 6.01(a), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (D) such Liens shall not apply to any other property or assets of Holdings or any Subsidiary;
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(vi) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness;
(vii) Liens on cash collateral and deposit accounts maintained by the lienholder as depository bank to secure Indebtedness incurred pursuant to Section 6.01(a)(vii);
(viii) Liens on the Collateral securing Indebtedness incurred pursuant to Section 6.01(a)(viii), provided that such Liens are subject at all times to the Intercreditor Agreement;
(ix) (i) Liens not otherwise permitted by this Section 6.02 securing obligations other than Indebtedness and (ii) involuntary Liens not otherwise permitted by this Section 6.02, which in the case of clauses (i) and (ii) hereof, are in an aggregate amount not in excess of $20,000,000 at any time outstanding;
(x) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition;
(xi) precautionary UCC-1 financing statement filings that are filed by lessors with respect to operating leases entered into by the Loan Parties in the ordinary course of business; and
(xii) Liens or rights of setoff against credit balances of the Loan Parties with credit card issuers or credit card processors, or amounts owing by such credit card issuers or credit card processors to the Loan Parties in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of the Loan Parties, pursuant to applicable credit card agreements to secure the obligations of the Loan Parties to such credit card issuers or credit card processors as a result of fees and chargebacks.
Section 6.03. Fundamental Changes. (a) Holdings will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate, wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Loan Party, a Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition or an asset disposition permitted pursuant to Section 6.05 and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
(b) Holdings will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than a Permitted Business.
(c) Holdings shall have no direct Subsidiaries other than the Borrower.
Section 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. Holdings will not, and will not permit any of its Subsidiaries to, make, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Investment, except:
(a) Permitted Investments;
(b) Investments existing on the Closing Date and set forth on Schedule 6.04, but not any increases thereto;
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(c) Investments by Holdings and its Subsidiaries in Equity Interests in Subsidiaries that are Loan Parties immediately prior to the time of such Investments;
(d) loans or advances made by any Loan Party to any other Loan Party and made by any Subsidiary to the Borrower or any Loan Party;
(e) Guarantees constituting Indebtedness permitted by Section 6.01;
(f) Investments (including debt obligations and equity securities) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;
(g) extensions of trade credit in the ordinary course of business;
(h) Investments consisting of non-cash consideration received in respect of sales, transfers or other dispositions of assets to the extent permitted by Section 6.05;
(i) loans and advances by Holdings and any of its Subsidiaries to their employees in the ordinary course of business and for bona fide business purposes in an aggregate amount at any time outstanding not in excess of $2,500,000;
(j) [reserved];
(k) Permitted Acquisitions in an aggregate amount not to exceed $20,000,000 in the aggregate for all such acquisitions during the term of this Agreement;
(l) other Investments that do not exceed the Available Amount at the time of such Investments and with respect to which Investments the Available Amount Conditions have been satisfied;
(m) Swap Agreements entered into in compliance with Section 6.07;
(n) Investments consisting of Indebtedness permitted by Section 6.01(a)(iii); provided that all Indebtedness from a Loan Party to a Non-Loan Party Subsidiary shall be limited to $10,000,000 at any time outstanding and any Indebtedness owing by a Loan Party to a Non-Loan Party Subsidiary shall be subordinated to the Obligations on terms reasonably satisfactory to the Required Lenders;
(o) deposits of cash made in the ordinary course of business to secure performance of operating leases;
(p) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;
(q) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;
(r) advances made in connection with purchases of goods or services in the ordinary course of business;
(s) Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries, and
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(t) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business.
Section 6.05. Asset Sales. Holdings will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, license or sublicense or otherwise dispose (each, a “Disposition”) of any asset, including any Equity Interest owned by it and any sale of assets in connection with a securitization, nor will Holdings permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:
(a) sales of (x) inventory, (y) used, surplus, obsolete or worn-out equipment and (z) Permitted Investments, in each case, in the ordinary course of business;
(b) sales, transfers and Dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or Dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.04 and Section 6.09;
(c) sale and leaseback transactions permitted by Section 6.06;
(d) sales, transfers and other Dispositions of assets (other than Equity Interests in a Subsidiary) to bona fide third parties that are not Affiliates of the Borrower and that are not permitted by any other clause of this Section; provided, that the aggregate cumulative fair market value of all assets sold, transferred or otherwise disposed of after the Closing Date in reliance upon this clause (d) shall not exceed $20,000,000; provided, further that at least 75% of the consideration for such Disposition shall consist of cash or Permitted Investments;
(e) the licensing or sublicensing (other than exclusive licenses or sublicenses) of Intellectual Property in the ordinary course of business in a manner that does not, and could not reasonably be expected to, materially interfere with the business of Holdings and its Subsidiaries;
(f) the expiration of Intellectual Property in accordance with its statutory term;
(g) abandonment or lapse of Intellectual Property in the ordinary course of business in a manner that does not, and could not reasonably be expected to, materially interfere with the business of Holdings and its Subsidiaries;
(h) the use or transfer of money or Permitted Investments in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;
(i) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not for financing purposes;
(j) any involuntary loss, damage or destruction of property;
(k) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;
(l) the leasing or subleasing of assets of any Borrower or its Subsidiaries in the ordinary course of business;
(m) the sale of accounts receivables in connection with, and as contemplated by, the Billing and Collection Agreement; and
(n) the Specified Disposition; provided that at the time of such Specified Disposition and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing or would result therefrom;
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provided, that (x) all sales, transfers, leases, licenses, sublicenses and other dispositions permitted hereby (other than pursuant to clauses (a)(y), (a)(z), (b), (e), (f) and (g) above) shall be made for at least 75% cash consideration or, in the case of Permitted Investments, sales of receivables or sale and leaseback transactions, 100% cash consideration, and (y) all sales, transfers, leases and other dispositions permitted by clauses (a)(x), (d), (e) and (n) above shall be made for fair value.
Section 6.06. Sale and Leaseback Transactions. Holdings will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter it or its Subsidiaries shall rent or lease such property or other property that it or such Subsidiaries intend to use for substantially the same purpose or purposes as the property sold or transferred, except (i) any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after Holdings or such Subsidiary acquires or completes the construction of such fixed or capital asset, to the extent all Capital Lease Obligations, Attributable Debt and Liens associated with such sale and leaseback transaction are permitted by Sections 6.01(a)(v) and 6.02(a)(v) (treating the property subject thereto as being subject to a Lien securing the related Attributable Debt, in the case of a sale and leaseback not accounted for as a Capital Lease Obligation) and (ii) sale and leaseback transactions with respect to real property or equipment having a fair market value in the aggregate not to exceed $25,000,000. For the avoidance of doubt, the Net Proceeds received from a sale and leaseback transaction pursuant to subsection (ii) of this Section 6.06 are subject to the mandatory prepayment provisions of Section 2.06(b).
Section 6.07. Swap Agreements. Holdings will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which Holdings or any Subsidiary has actual exposure (other than those in respect of Equity Interests of Holdings or any of its Subsidiaries) in the conduct of its business or the management of its liabilities and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interestbearing liability or investment of Holdings or any Subsidiary.
Section 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) Holdings will not, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Subsidiaries of Holdings may declare and pay dividends or distributions ratably with respect to their Equity Interests, (ii) Restricted Payments deemed to have occurred in connection with cashless exercise of warrants and options in respect of Equity Interests shall be permitted, (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings, the Borrower or any of their respective Subsidiaries may make Restricted Payments to any present, former or future director, officer, employee, member of management or consultant of Holdings, the Borrower or any of their respective Subsidiaries (or their respective estates, heirs, family members, spouses or former spouses) pursuant to any management equity or stock option plan or any other management or employee benefit plan or agreement or arrangement or upon such person’s death, disability, retirement or termination of employment, in an aggregate amount not to exceed $4,000,000 in any fiscal year, (iv) Holdings, the Borrower or any of their respective Subsidiaries may make other Restricted Payments in an aggregate amount not to exceed the Available Amount at the time of such Restricted Payment and with respect to which Restricted Payments the Available Amount Conditions have been satisfied and (v) on the Closing Date, the Borrower may make a Restricted Payment to Holdings with the proceeds of the Loans to be used to in accordance with Section 2.05.
(b) Holdings will not, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Indebtedness, in each case, prior to the maturity thereof, except:
(i) payment of Indebtedness created under the Loan Documents;
(ii) payment of (x) interest and principal payments on Indebtedness incurred pursuant to Section 6.01(a)(viii) or (y) regularly scheduled interest and scheduled principal payments as and when due in respect of any Indebtedness (other than Indebtedness incurred pursuant to Section 6.01(a)(viii)), in each case, other than payments in respect of subordinated Indebtedness to the extent prohibited by the subordination provisions thereof;
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(iii) refinancings of Indebtedness to the extent permitted by Section 6.01;
(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;
(v) prepayment of Capital Lease Obligations outside the ordinary course of business in an aggregate cumulative amount from and after the Closing Date not exceeding $5,000,000; and
(vi) payment of any Indebtedness owing to the Borrower or any other Loan Party.
(c) Holdings will not, and will not permit any Subsidiary to, furnish any funds to, make any Investment in, or provide other consideration to any other Person for purposes of enabling such Person to, or otherwise permit any such Person to, make any Restricted Payment or other payment or distribution restricted by this Section that could not be made directly by Holdings in accordance with the provisions of this Section.
Section 6.09. Transactions with Affiliates. Holdings will not, nor will it permit any Subsidiary to, sell, lease, license, sublicense or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions on terms and conditions not less favorable, considered as a whole, to Holdings or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, provided that with respect to any transaction or series of related transactions (other than Discounted Voluntary Repurchases made in accordance with Section 2.15) involving consideration of more than $1,000,000, such transaction(s) shall be approved by a majority of Disinterested Members of the Governing Board of the Borrower, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) any payment permitted by Section 6.08 or any Investment permitted by Section 6.04 specifically contemplated by Section 6.04 to be made among Affiliates, (d) the issuance by Holdings or any Subsidiary of Equity Interests to, or the receipt of any capital contribution from, Holdings or a Subsidiary, and (e) the non-exclusive licensing or sublicensing of Intellectual Property.
Section 6.10. Restrictive Agreements. Holdings will not, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to the Secured Parties securing the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to Holdings or any other Subsidiary or to Guarantee Indebtedness of Holdings or any other Subsidiary; provided, that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the Closing Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and the proceeds thereof, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof, (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement related to any Indebtedness incurred by a Subsidiary prior to the date on which such Subsidiary was acquired by Holdings or any of its Subsidiaries (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (vii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement related to the refinancing of Indebtedness, provided that the terms of any such restrictions or conditions are not materially less favorable to the Lenders than the restrictions or conditions contained in the predecessor agreements and (viii) the foregoing shall not apply to customary provisions in joint venture agreements.
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Section 6.11. Change in Business. Holdings will not, and will not permit any Subsidiary to, engage at any time in any business or business activity other than a Permitted Business.
Section 6.12. Fiscal Year. Holdings shall not change its fiscal year for accounting and financial reporting purposes to end on any date other than December 31.
Section 6.13. Amendment of Material Documents. Holdings will not, nor will it permit any Subsidiary to (i) amend, modify or waive any of its rights under its certificate of incorporation, by-laws or other organizational documents if, taken as a whole, such amendment, modification or waiver is adverse in any material respect to the interests of the Lenders or (ii) amend, modify or waive any provision of the ABL Credit Agreement in a manner not permitted by the Intercreditor Agreement.
Section 6.14. Leverage Ratio. Holdings will not permit the Leverage Ratio as of the last day of each fiscal quarter commencing with the first full fiscal quarter ending after the Closing Date to exceed 3.50 to 1.00.
Section 6.15. Capital Expenditures. Holdings will not, and will not permit any Subsidiary to, make or commit to make any Capital Expenditure, except Capital Expenditures of Holdings and its Subsidiaries in the ordinary course of business not exceeding $50,000,000 in each fiscal year.
Section 6.16. ABL Credit Agreement. Holdings will not, and will not permit any Subsidiary to, use any proceeds from the ABL Credit Agreement (or any Refinancing Indebtedness in respect thereof) for any reason other than for (a) working capital purposes in the ordinary course of business, (b) Investments pursuant to Section 6.04, (c) Restricted Payments pursuant to Section 6.08 and (d) prepayments of the Loans that are accompanied by the Prepayment Premium.
ARTICLE VII
EVENTS OF DEFAULT
If any of the following events (“Events of Default”) shall occur:
(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days;
(c) any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any certificate furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02 or 5.04 (with respect to the existence of the Borrower) or in Article VI;
(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will promptly be given at the request of any Lender);
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(f) any Loan Party or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period specified in the agreement or instrument governing such Indebtedness);
(g) if there exists (i) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) an “Event of Default”, as such term is defined in the ABL Credit Agreement from time to time; provided, that this clause (g) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (B) Optional Repurchases permitted hereunder, (C) refinancings of Indebtedness to the extent permitted by Section 6.01 and (D) Guarantees by Holdings or any other Guarantor of the Obligations under the Loan Documents unless any payment shall have been demanded to be made by, or any other remedy shall have been exercised against, the Guarantors or their respective assets in respect of such Guarantees;
(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any other Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(i) the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any other Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding that would entitle the other party or parties to an order for relief, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(j) one or more judgments for the payment of money in an aggregate amount in excess of $20,000,000 (net of amounts covered by insurance) shall be rendered against Holdings or any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings or any of its Subsidiaries to enforce any such judgment;
(k) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Plan(s), (iii) the PBGC shall institute proceedings to terminate any Plan, or (iv) any Loan Party or ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability in a timely and appropriate manner; and in each cases (i) through (iv) above, such event or condition, in the opinion of the Required Lenders, when taken together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect;
(l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral having, in the aggregate, a value in excess of $5,000,000 with the priority required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Guarantee and Collateral Agreement;
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(m) any guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in accordance with its terms), or any Guarantor shall assert in writing that the Guarantee and Collateral Agreement or any guarantee thereunder has ceased to be or is not enforceable; or
(n) the Borrower fails to satisfy the Term Loan Payment Conditions (as defined in the ABL Credit Agreement) to the extent (and solely to the extent) (x) the ABL Credit Agreement prohibits the Borrower from making any prepayment under Section 2.06 (other than Section 2.06(a)) that would otherwise have been required but for its failure to satisfy such Term Loan Payment Conditions and (y) such failure results in the Borrower not being required to make such prepayment pursuant to Section 2.06(h), to the extent such failure shall continue unremedied for a period equal to the lesser of (i) 30 days and (ii) the cure period applicable thereto under the ABL Credit Agreement;
then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and at the request of the Required Lenders shall, by notice to the Borrower, declare the Loans then outstanding to be due and payable in whole, and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
Notwithstanding anything to the contrary contained in this Section:
(a) For the purpose of determining whether an Event of Default under Section 6.14 has occurred, Holdings may on one or more occasions designate any portion of the net cash proceeds (“Cure Proceeds”) from a sale or issuance of common stock of Holdings to one or more Permitted Holders or any cash contribution to the common stock of Holdings by one or more Permitted Holders (the “Cure Amount”) as an increase to Consolidated EBITDA of Holdings for the applicable fiscal quarter; provided that (i) such amounts to be designated are actually received by Holdings on or after the last day of such applicable fiscal quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”), (ii) such amounts do not exceed the aggregate amount necessary to cure any Event of Default in respect of Section 6.14 as of the end of such fiscal quarter, (iii) there shall be no reduction in Total Indebtedness in respect of any Loans prepaid in accordance with clause (e) below for purposes of calculating compliance with Section 6.14 for any fiscal quarter in which the Cure Amount is included in Consolidated EBITDA, and (iv) Holdings shall have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount.” The Cure Amount used to calculate Consolidated EBITDA of Holdings for the applicable fiscal quarter shall be used and included when calculating Consolidated Adjusted EBITDA of Holdings for each four (4) consecutive fiscal quarter period that includes such fiscal quarter.
(b) The parties hereto hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than for determining actual compliance with Section 6.14 (and not pro forma compliance with Section 6.14 that is required by any other provision of this Agreement) and shall not at any time result in any adjustment (on a pro forma basis or otherwise) to any amounts (including the amount of Indebtedness) or increase in cash, in each case, for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any term, provision or covenant hereunder.
(c) In furtherance of clause (a) above, (i) upon actual receipt and designation of the Cure Amount by Holdings, Section 6.14 shall be deemed complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 6.14 and any Event of Default in respect of Section 6.14 shall be deemed not to have occurred for purposes of the Loan Documents, and (ii) upon delivery to the Administrative Agent prior to the Cure Expiration Date of a notice from Holdings stating its good faith intention to exercise its right set forth in this Section, neither the Administrative Agent nor any Lender may exercise any rights or remedies hereunder (or under any other Loan Document) solely on the basis of any actual or purported Event of Default in respect of Section 6.14 until and unless the Cure Expiration Date has occurred without the Cure Amount having been received and designated.
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(d) (i) In each period of 4 consecutive fiscal quarters, there shall be not more than 2 fiscal quarters in which the cure right set forth in this Section is exercised and (ii) during the term of this Agreement, Holdings may not exercise the cure right set forth in this Section more than 4 times in the aggregate.
(e) 100% of the proceeds of the Cure Amount shall be used to prepay the Loans in accordance with Section 2.06.
ARTICLE VIII
THE AGENT
Each of the Lenders hereby irrevocably appoints the Agent as its agent and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.
The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder.
The Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity (other than as Agent). The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent.
The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the reasonable advice of any such counsel, accountants or experts.
The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.
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Subject to the appointment and acceptance of a successor to the Agent as provided in this paragraph, the Agent may (i) resign at any time by notifying the Lenders and the Borrower or (ii) be removed at any time by the Required Lenders by notifying the Administrative Agent and Borrower. Upon any such resignation or removal, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the retiring Agent has received notice of removal from the Required Lenders, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.
Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i) if to the Borrower, to it at Dex Media, Inc., 2200 West Airfield Drive P.O. Box 619810, DFW Airport, Texas 75261, Attention General Counsel (Telecopy No. (972)253-7200); with a copy to: Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10001, Attention: Andrew Colao (Telecopy No: (212) 310-8007);
(ii) if to the Administrative Agent, to Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attention: Jeffery Rose, Vice President (Email: jrose@wilmingtontrust.com; Phone No.: (612) 217-5630; Telecopy No. (612) 217-5651), with a copy to Katten Muchin Rosenman LLP, 100 Spectrum Center Drive, Irvine, CA, 92618-4960, Suite 1050, Attention: Craig A. Barbarosh (Email: craig.barbarosh@kattenlaw.com; Phone No.: (714) 966-6822; Telecopy No. (714) 464-4453); and
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(iii) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
Section 9.02. Waivers; Amendments. (a) No failure or delay by the Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice or knowledge of such Default at the time.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders, (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, or (z) in the case of this Agreement or any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Loan Party or Loan Parties subject to such Loan Document and the Agent to cure any ambiguity, omission, defect or inconsistency; provided that no such agreement in clauses (x), (y) or (z) shall (i) reduce the principal amount of any Loan held by such Lender or reduce the rate of interest thereon (excluding the waiver of the imposition of Default Rate Interest), or reduce any fees payable to such Lender hereunder, without the written consent of such Lender, (ii) postpone the maturity of such Lender’s Loan, or any scheduled date of payment of the principal amount of such Lender’s Loan under Section 2.04, or any date for the payment of any interest or fees payable to such Lender hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of such Lender, (iii) change Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender and the Administrative Agent, (iv) change any of the provisions of this Section or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (v) except as provided by Section 9.14, release any Guarantor from its Guarantee under a Guarantee and Collateral Agreement or other applicable Security Document (except as expressly provided in the applicable Guarantee and Collateral Agreement or other Security Document), or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vi) release all or substantially all of the Collateral from the Liens of the Security Documents, without the written consent of each Lender or (vii) change Section 2.15 without the written consent of each Lender and the Administrative Agent; provided, further, that no such agreement shall change any of the provisions of Section 6.16 regarding use of proceeds from the incurrence by the Borrower or any Subsidiary of Indebtedness under a revolving or asset-based lending facility, the definitions as used therein or any other provisions in the Loan Documents the effect of which would be to change Section 6.16 regarding use of proceeds from the incurrence by the Borrower or any Subsidiary of Indebtedness under a revolving or asset-based lending facility without the prior written consent of Supermajority Lenders. Notwithstanding the foregoing, (i) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Agent if at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, (ii) Article IX (The Agent) shall not be changed without the prior written consent of the Administrative Agent and (iii) the Agent Fee Letter may be changed by the written agreement of the Administrative Agent and the Borrower only.
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(c) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement solely as contemplated by clauses (b)(i) through (b)(vi), inclusive, of the first proviso to Section 9.02(b), the consent of Lenders having Loans representing more than 50% of the sum of the total outstanding Loans at such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either (i) replace each such non-consenting Lender or Lenders with one or more assignees pursuant to, and with the effect of an assignment under, Section 2.14 so long as at the time of such replacement, each such assignee consents to the proposed change, waiver, discharge or termination or (ii) repay the outstanding Loans of such Lender that gave rise to the need to obtain such Lender’s consent; provided (A) that, unless the Loans that are repaid pursuant to the preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (ii), Lenders having Loans representing more than 50% of the sum of the total outstanding Loans at such time (determined after giving effect to the proposed action) shall specifically consent thereto and (B) any such replacement or termination transaction described above shall be effective on the date notice is given of the relevant transaction and shall have a settlement date no earlier than five Business Days and no later than 90 days after the relevant transaction.
Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all documented and reasonable out-of-pocket expenses incurred by the Agent, including the documented and reasonable out-of-pocket fees, charges and disbursements of (a) a single transaction and documentation counsel for the Agent and (b) such other local counsel and special counsel as may be required in the reasonable judgment of the Agent, in connection with the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all documented and reasonable out-of-pocket expenses incurred by the Agent and one financial advisor to the Agent (including such local counsel and special counsel as may be required in the reasonable judgment of the Agent) or any Lender (and one financial advisor and one legal advisor to the Lenders as determined by a majority in interest of the Lenders), in connection with the enforcement or protection of its/their rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
(b) The Borrower shall indemnify the Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of (a) a single transaction and documentation counsel for any Indemnitee and (b) such other local counsel and special counsel as may be required in the reasonable judgment of the Agent, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Agent under paragraph (a) or (b) of this Section, but without affecting the Borrower’s obligations thereunder, each Lender severally agrees to pay to the Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans at the time.
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(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof.
(e) All amounts due under this Section shall be payable in full in cash not later than 30 days after written demand therefor.
Section 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or Obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it), with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of Loans to an assignee that is (x) a Lender immediately prior to giving effect to such assignment, (y) an Affiliate of a Lender or an Approved Fund, or (z) made in connection with a repurchase of a Loan pursuant to Section 2.15.
(ii) Assignments shall be subject to the following conditions:
(A) An assigning Lender shall be permitted to assign its rights and obligations under this Agreement to any Person that is not a Disqualified Institution.
(B) except in the case of an assignment of entire remaining amount of the assigning Lender’s Loan or a repurchase undertaken in accordance with Section 2.15, the amount of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, in each case unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(C) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (it being understood that only a single processing and recordation fee of $3,500 will be payable with respect to any multiple assignments to or by a Lender, an Affiliate of a Lender or an Approved Fund pursuant to clause (ii) (A) above, each of which is individually less than $1,000,000, that are simultaneously consummated);
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(E) the assignee, if it shall not be a Lender or the Borrower, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(F) notwithstanding anything to the contrary contained herein, the Borrower, or its Affiliates or its Subsidiaries may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis through (1) Dutch Auction or other procedures open to all Lenders on a pro rata basis in accordance with Section 2.15 or (2) Open Market Purchases in accordance with Section 2.15, provided that any such Loans acquired by the Borrower or its Affiliates or its Subsidiaries shall be retired or cancelled immediately upon the acquisition thereof.
The Administrative Agent shall have no obligation to determine or monitor the identity of any Lender as a Disqualified Institution.
For purposes of this Section 9.04, the term “Approved Fund” has the following meaning:
“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) any entity or an Affiliate of an entity that administers, advises or manages a Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 2.12 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time, which register shall indicate that each lender is entitled to interest paid with respect to such Loans (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice and an electronic copy of the Register shall be available by the Borrower and any Lender, from time to time upon reasonable prior request. The parties intend that all extensions of credit to the Borrower and its Affiliates hereunder shall at all times be treated as being in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code (and any successor provisions) and the regulations thereunder and shall interpret the provisions herein regarding the Register consistent with such intent.
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(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(c) (i) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the second proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and 2.12 (subject to the requirements and limitations therein, including the requirements under Section 2.12(e) (it being understood that the documentation required under Section 2.12(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13(c) as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.10 or 2.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent or, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
(iii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
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Section 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.10, 2.11, 2.12 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.
Section 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when the conditions set forth in Section 4.01 hereof shall have been satisfied, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or email transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Section 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, but excluding any payroll, trust and Tax withholding accounts) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the Obligations of the Borrower now or hereafter existing under this Agreement held by such Lender then due and owing, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may be owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.
Section 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.
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(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) After the Closing Date, the Bankruptcy Court’s retention of jurisdiction shall not govern the interpretation or enforcement of the Loan Documents or any rights or remedies related thereto.
(e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 9.12. Confidentiality. Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, partners, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including, without limitation, the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any pledgee referred to in Section 9.04(d), (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations or (iv) any credit insurance provider relating to the Borrower and its Obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrower or any Subsidiary thereof. For the purposes of this Section, “Information” means all information received from Holdings or any Subsidiary thereof relating to Holdings or any Subsidiary thereof or its business, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or any Subsidiary thereof; provided, that, in the case of information received from Holdings or any Subsidiary thereof after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to confidential information of its other customers.
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Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their Related Parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
All information, including requests for waivers and amendments, furnished by the Borrower or its Affiliates or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their Related Parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Section 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.
Section 9.14. Termination or Release. (a) At such time as the Loans, all accrued interest and fees under this Agreement, and all other Obligations of the Loan Parties under the Loan Documents (other than Obligations under Sections 2.12 and 9.03 that are not then due and payable) shall have been paid in full in cash, (i) the Collateral shall automatically be released from the Liens created by the Security Documents and (ii) the Obligations (other than those expressly stated to survive termination) of the Agent and each Loan Party under the Security Documents shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(b) (i) Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement or any other Loan Document to any Person that is not a Loan Party, or upon the effectiveness of any written consent to the release of the security interest granted by the Guarantee and Collateral Agreement or any other Loan Document in any Collateral of the Loan Parties pursuant to Section 9.02 of this Agreement, the security interest in such Collateral granted pursuant to the Guarantee and Collateral Agreement and the other Loan Documents shall be automatically released and (ii) upon any Guarantor ceasing to be a Subsidiary as a result of a transaction permitted under this Agreement or any other Loan Document (including, without limitation, a permitted sale of its Equity Interest), or upon the effectiveness of any written consent to the release of such Guarantor of its obligations under this Agreement or any other Loan Document pursuant to Section 9.02 of this Agreement, then such Guarantor shall be automatically released from its obligations under this Agreement and all other Loan Documents.
(c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 9.14, the Administrative Agent shall execute and deliver to any Loan Party at such Loan Party’s expense all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent or any Lender.
- 70 - |
Section 9.15. USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA Patriot Act.
Section 9.16. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority .
Section 9.17. Effect of Amendment and Restatement. This Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Existing Credit Agreement and on the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed and governed by this Agreement. Following the Closing Date, the Loans and Commitments under and as defined in the Existing Credit Agreement shall no longer be in effect and thereafter only Loans and Commitments under this Agreement shall be outstanding until otherwise terminated in accordance with the terms hereof.
[remainder of page intentionally left blank]
- 71 - |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
DEX MEDIA, INC., | ||
as the Borrower | ||
By: | /s/ Nicholas Haughey | |
Name: Nicholas Haughey | ||
Title: Vice President of Finance |
[Signature Page to Credit Agreement]
WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent | |||
By: | /s/ Jeffery Rose | ||
Name: | Jeffery Rose | ||
Title. | Vice President |
[Signature Page to Credit Agreement]
HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD, as Lender | ||
By: HG VORA CAPITAL MANAGEMENT, LLC, as investment advisor | ||
By: | /s/ Gary Moross | |
Name: Gary Moross | ||
Title: Partner |
[Signature Page to Credit Agreement]
Annex I
$000s
Actual | ||||||||||||||||
Q1’18 | Q2’18 | Q3’18 | ||||||||||||||
Consolidated Net Income | $ | 930 | $ | 10,093 | $ | 19,683 | ||||||||||
(a) Plus: | ||||||||||||||||
(i) | Consolidated interest expense* | 20,069 | 21,208 | 18,432 | ||||||||||||
(ii) | Consolidated income tax expense | 1,032 | 3,732 | 6,878 | ||||||||||||
(iii) | Depreciation and amortization | 66,928 | 66,814 | 66,703 | ||||||||||||
(iv)x | Non-recurring extraordinary | (**) | - | - | - | |||||||||||
(iv)y | Non-cash charges [A] | 31,428 | 15,172 | 11,179 | ||||||||||||
(v) | Non-recurring business optimization charges | (**) | 22,452 | 26,265 | 27,276 | |||||||||||
(vi) | Investment & commercial banking fees | - | - | - | ||||||||||||
(vii) | Cash premia, penalties, other payments for debt extinguishment | - | - | - | ||||||||||||
(viii) | Specified charges | - | - | - | ||||||||||||
(b) Minus: | ||||||||||||||||
(i) | Consolidated interest income | 1,827 | - | - | ||||||||||||
(ii) | Extraordinary gains and non-cash gains [B] | (**) | - | - | - | |||||||||||
(iii) | Minus: Tucker Lease Cash Payment | (1,509 | ) | (1,509 | ) | (1,524 | ) | |||||||||
Consolidated EBITDA | $ | 143,157 | $ | 141,776 | $ | 148,626 | ||||||||||
Schedules | ||||||||||||||||
[A] | Extraordinary and non-cash charges | |||||||||||||||
Fresh start accounting | 25,558 | 3,029 | - | |||||||||||||
Non-cash pension | 896 | (6,355 | ) | 1,437 | ||||||||||||
Incentive Equity Compensation | 4,975 | 18,498 | 9,742 | |||||||||||||
Other | - | |||||||||||||||
Total | $ | 31,428 | $ | 15,172 | $ | 11,179 | ||||||||||
[B] | Extraordinary gains and non-cash gains [C] | |||||||||||||||
Other income | - | - | - | |||||||||||||
Gain on debt extinguishment | - | - | - | |||||||||||||
Total | $ | 0 | $ | 0 | $ | 0 |
*Adjusted for Tucker Lease interest expense
**Subject to 12.5% Cap
Schedule 1.01
MORTGAGED PROPERTY
Address | City | State | Zip Code | |||
1615 Bluff City Highway | Bristol | TN | 37621 | |||
200 Missionary Ridge Dr. | Birmingham | AL | 35242 | |||
3100 Kettering Blvd. | Moraine | OH | 45439 |
Schedule 2.01(a)
LOAN COMMITMENTS AND PRO RATA SHARES
First Installment Commitment
Lender | First Installment Commitment |
First Installment Commitment
Pro Rata Share |
||||||
HG Vora Special Opportunities Master Fund, Ltd. | $ | 400,000,000 | 100 | % | ||||
TOTAL | $ | 400,000,000 | 100 | % |
Second Installment Commitment
Lender | Second Installment Commitment |
Second Installment
Commitment Pro Rata Share |
||||||
HG Vora Special Opportunities Master Fund, Ltd. | $ | 425,000,000 | 100 | % | ||||
TOTAL | $ | 425,000,000 | 100 | % |
Schedule 2.01(a) – Credit Agreement – Page 1 |
Schedule 3.05
PROPERTIES
The following properties are owned by Dex Media, Inc.:
1615 Bluff City, Highway, Bristol, Tennessee
200 Missionary Ridge, Birmingham, Alabama
10200 Dr Martin Luther King Jr, St., St Petersburg, Florida
3100 Kettering Blvd, Moraine, Ohio
The following properties are leased by Dex Media, Inc.:
8000 Jetstar Drive, Suite 150, Irving, TX 75063
6215 Sheridan Dr., Suites 120 & 200, Williamsville, NY 14221
2200 West Airfield Drive, Bldgs A, B, C, E (3rd floor), Hotel and Fitness Center, DFW Airport, Texas 75261
7600 E Orchard Road, Harlequin Plaza, Suites 100N, 270N, 350S & 160S, Greenwood Village, CO 80111
9500 West Dodge Road, 2nd Floor, Omaha, NE 68114
8501 W. 137th Street, Overland Park, KS 66223
201 Jones Road, 1st Floor, Waltham, MA 02451
13801 Riverport Drive, Suites 100 & 200, Maryland Heights, MO 63043
13690 Riverport Drive, 2nd Floor, Maryland Heights, MO 63043
611 N. Brand Blvd., Floors 3-5, 12-14 Glendale , CA 91203
450 Carillon Parkway, Suites 110 & 200, St. Petersburg, FL 33716
9140 Arrowpoint Blvd., Suite 100, Charlotte, NC 28273
2245-47 Northlake Parkway, Tucker, GA 30084
Schedule 3.05 – Credit Agreement – Page 1 |
Schedule 3.09
TAXES
1. | $18.4M related to unfiled Sales & Use Tax returns related to the digital sales channels. On a jurisdictional level, this liability is predominantly less than $750k, with the largest individual liability of approximately $2.5M. |
2. | $5.8M related to various other Sales & Use or Business Tax exposures. |
3. | $2.2M related to various federal and state income tax exposure items. |
Schedule 3.09 – Credit Agreement – Page 3 |
Schedule 3.13
SUBSIDIARIES
Dex Media, Inc. Stockholders
Holder | Shares | |
Dex Media Holdings, Inc. | 3,000 |
Schedule 3.13 – Credit Agreement – Page 1 |
Schedule 3.14
INSURANCE
Coverage | Carrier |
Policy
Inception Date |
Term | Policy Number | Limit | ||||||
On-going Policies | |||||||||||
1. | General Liability Coverage | The Insurance Company of the State of Pennsylvania (AIG) |
11/17/2018- 11/17/2019 |
GL 5425814 |
Occurrence: $1,900,000 Gen. Agg. $10M Prod./Compl. Ops.: $4M Personal & Adv. Injury: $1,900,000 Medical Payments: $0 Damages to Premises Rented: $1,900,000 |
||||||
2. |
Commercial Automobile Coverage |
The Insurance Company of the State of Pennsylvania (AIG) |
11/17/2018- 11/17/2019 |
CA 9767384 | Liability Limit: $2,000,000 | ||||||
3. |
Umbrella Liability Coverage |
North American Elite Ins. Co. (Swiss Re) |
11/17/2018- 11/17/2019 |
UMB2000337 04 | Primary $25M | ||||||
4. | Excess Liability Coverage | ACE Property and Casualty Insurance Company (Chubb) |
11/17/2018- 11/17/2019 |
XCP G71205587 001 | $25M xs $25M | ||||||
5. |
Workers’ Compensation Coverage |
New Hampshire Insurance Company (AIG) |
11/17/2018- 11/17/2019 |
WC 046912750 (AOS) |
WC-Statutory Employers Liability- Each accident-$2,000,000 Policy-$2,000,000 Each employee- $2,000,000 |
||||||
6. |
Workers’ Compensation Coverage |
American Home Assurance Company (AIG) |
11/17/2018- 11/17/2019 |
WC 046912751 (CA) |
WC-Statutory Employers Liability- Each accident-$2,000,000 Policy-$2,000,000 Each employee- $2,000,000 |
||||||
7. |
Workers’ Compensation Coverage |
New Hampshire Insurance Company (AIG) |
11/17/2018- 11/17/2019 |
WC 046912752 (MA,ND,OH,WA,WI,WY) |
WC-Statutory (MA, WI only) Employers Liability (ALL)- Each accident-$2,000,000 Policy-$2,000,000 Each employee- $2,000,000 |
Schedule 3.14 – Credit Agreement – Page 1 |
Coverage | Carrier |
Policy
Inception Date |
Term | Policy Number | Limit | ||||||
8. |
Workers’ Compensation Coverage |
New Hampshire Insurance Company (AIG) |
11/17/2018- 11/17/2019 |
WC 046912753 (AZ,IL,KY,NC, NH,NJ,PA,UT,VA,VT) |
WC-Statutory Employers Liability- Each accident-$2,000,000 Policy-$2,000,000 Each employee- $2,000,000 |
||||||
9. |
Workers’ Compensation Coverage |
Illinois National Insurance Company (AIG) |
11/17/2018- 11/17/2019 |
WC 046912754 (FL) |
WC-Statutory Employers Liability- Each accident-$2,000,000 Policy-$2,000,000 Each employee- $2,000,000 |
||||||
10. | Foreign Liability |
Insurance Company of the State of Pennsylvania (AIG) |
11/17/2018- 11/17/2019 |
WS11001629 | Foreign Commercial GL, AL, Employee Benefits Liability and Voluntary WC – Various Limits, $1,000,000 or more Via Master Control Program Aggregate $4M | ||||||
11. | Property |
XL Insurance America, Inc. |
11/17/2018- 11/17/2019 |
US00010631PR18A | $200,000,000 | ||||||
12. |
Directors & Officers Liability (Primary) |
National Union | 7/29/2018 | Annual | 016198267 | $10,000,000 Aggregate (Note: Total Program Limits: $75M A//B/C plus $25M A-side) | |||||
13. | 1st XS D&O Liability | Beazley | 7/29/2018 | Annual | V1C227180301 |
$10,000,000 xs $10,000,000 |
|||||
14. | 2nd XS D&O Liability | Allied World | 7/29/2018 | Annual | 0310-2643 |
$10,000,000 xs $20,000,000 |
|||||
15. | 3rd XS D&O Liability (Quota Share) |
Endurance Argo |
7/29/2018 | Annual |
DOX10096232 MLX42092640 |
$20,000,000 xs $30,000,000 |
|||||
16. | 4th XS D&O Liability (Quota Share) | Ill. National Freedom Aspen | 7/29/2018 | Annual |
017028339 XMF1803646 MC004JT18 |
$25,000,000 xs $50,000,000 |
|||||
17. | 5th Excess D&O Side A | CODA | 7/29/2018 | Annual | DEX3076C |
$10,000,000 xs $75,000,000 |
|||||
18. | 6th Excess D&O Side A | AI/G Bermuda | 7/29/2018 | Annual | 17735527 |
$10,000,000 xs $85,000,000 |
|||||
19. | 7th Excess D&O Side A | Allied World Bermuda | 7/29/2018 | Annual | C031459/003 |
$10,000,000 xs $95,000,000 |
|||||
20. | Special Crime | Hiscox | 11/1/2018 | 3 year Term | UKA3008631.18 | $25M per insured event | |||||
21. | Commercial Crime | Berkley | 11/1/2018 | Annual | BCCR4500294220 | $ 10M per insured event | |||||
22. |
EPL/Fiduciary Combined Primary Policy |
National Union (AIG) | 7/29/18 | Annual | 14211639 |
EPL: $10,000,000 Fiduciary: $15,000,000 |
Schedule 3.14 – Credit Agreement – Page 2 |
Coverage | Carrier |
Policy
Inception Date |
Term | Policy Number | Limit | ||||||
23. | Excess Fiduciary | Beazley | 7/29/18 | Annual | DOX G25106507 003 |
$10,000,000 xs $10,000,000 |
|||||
24. |
Professional/E&O – Cyber Liability/Media Liability |
AIG | 11/1/18 | Annual | 025829046 | $10,000,000 per insured event | |||||
25. | XS Professional/E&O – Cyber Liability/Media Liability | Beazley | 11/1/18 | Annual | WB20B5118201 |
$10,000,000 xs $10,000,000 |
|||||
26. | XS Professional/E&O – Cyber Liability/Media Liability | Hiscox | 11/1/18 | Annual | UUA2673856.18 |
$10,000,000 xs $20,000,000 |
|||||
27. | XS Professional/E&O – Cyber Liability/Media Liability | Nationwide | 11/1/18 | Annual | XMS1808775 |
$5,000,000 xs $30,000,000 |
28. | As part of its insurance coverage, Dex Media Inc. (as successor to YP Holdings LLC) and its Subsidiaries are entitled to indemnification rights from AT&T TX Communications Holdco, LLC pursuant to the terms, and subject to the conditions of that certain Purchase Agreement, dated as of April 7, 2012, by and between AT&T Inc. and Cerberus YP LLC (f/k/a Congo Buyer LLC), that certain Settlement Agreement, dated as of May 8, 2015, by and among Cerberus YP LLC, YP Holdings LLC and AT&T Inc. and that certain Framework Agreement, dated as of December 20, 2012, by and among Cerberus YP LLC, YP Holdings LLC and AT&T Inc. |
29. | As part of its insurance coverage, pursuant to the terms, and subject to the conditions of that certain Assignment and Assumption Agreement, dated as of June 29, 2015, by and between Dex Media Inc. (as successor to YP Holdings LLC) and Print Media LLC, Print Media LLC is entitled to indemnification rights from AT&T TX Communications Holdco, LLC pursuant to the terms, and subject to the conditions of that certain Purchase Agreement, dated as of April 7, 2012, by and between AT&T Inc. and Cerberus YP LLC (f/k/a Congo Buyer LLC), that certain Settlement Agreement, dated as of May 8, 2015, by and among Cerberus YP LLC, YP Holdings LLC and AT&T Inc. and that certain Framework Agreement, dated as of December 20, 2012, by and among Cerberus YP LLC, YP Holdings LLC and AT&T Inc. |
Schedule 3.14 – Credit Agreement – Page 3 |
Schedule 3.17
UCC FILING JURISDICTIONS
Loan Party |
State of
Incorporation/ Formation |
Filing Office | ||
Dex Media Holdings, Inc. | Delaware | Delaware Secretary of State | ||
Dex Media, Inc. | Delaware | Delaware Secretary of State |
Schedule 3.17 – Credit Agreement – Page 1 |
Schedule 3.21
BANK ACCOUNTS
Entity | Bank |
Acct
Number |
Account Name |
Authorized
Signors |
||||
Dex Media, Inc | JP Morgan Chase | xxxxx9218 | Benefits Funding - LTD Cigna |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | JP Morgan Chase | xxxxx3857 |
Benefits Funding - Medical Cigna |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | JP Morgan Chase | xxxxx8609 | Benefits Funding YP LLC (Cigna Dental) |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6940 | Master Operating Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6716 |
Treasury Depository Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6724 | Local Debit Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx0753 | AP Disbursement |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx0761 | Payroll Disbursement |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6957 | Local Depository Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6965 |
National Depository Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6708 |
Electronic Depository Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6732 |
Merchant Cash collateral |
Paul Rouse & Nicholas Haughey |
Schedule 3.21 – Credit Agreement – Page 1 |
Entity | Bank |
Acct Number |
Account Name |
Authorized
Signors |
||||
Dex Media, Inc | Wells Fargo | xxxxxx7994 | YP Master Operating Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx1794 | PM Master Operating Acct |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx7071 |
YP LLC/Zuora Receipts |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx9373 |
YP LLC/Transcentra Receipts |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx5110 |
YP LLC/National Print/Digital |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6074 |
YP LLC/Yellowpages.com LLC |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx1424 | YP LLC/CSS National Print |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx1432 |
YP LLC/CSS Local Pre-Pay and OCA |
Paul Rouse & Nicholas Haughey |
||||
Dex Media, Inc | Wells Fargo | xxxxxx6107 | YP LLC/FMS |
Paul Rouse & Nicholas Haughey |
Schedule 3.21 – Credit Agreement – Page 2 |
Schedule 5.01(g)
SUMMARY OF KEY PERFORMANCE INDICATORS
Q1 | Q2 | Q3 | Q4 | |||||
Revenue | ||||||||
Thryv | ||||||||
Thryv Leads | ||||||||
IYP | ||||||||
Presence | ||||||||
SEM | ||||||||
Other Revenue | ||||||||
Total Net Revenue | ||||||||
Variable Expenses | ||||||||
Variable Profit | ||||||||
Variable Margin | ||||||||
Total Direct Expenses | ||||||||
Direct Profit | ||||||||
Total Direct Margin | ||||||||
Indirect Overhead | ||||||||
EBITDA | ||||||||
EBITDA Margin | ||||||||
Free Cash Flow | ||||||||
Cash Balance | ||||||||
Debt Balance | ||||||||
Cash Interest | ||||||||
Cash Income Tax Expense | ||||||||
Capex | ||||||||
Change in working capital |
Schedule 5.01(g) – Credit Agreement – Page 1 |
Schedule 6.01
EXISTING INDEBTEDNESS
Existing ABL Credit Agreement.
Schedule 6.01– Credit Agreement – Page 3 |
Schedule 6.02
EXISTING LIENS
None.
Schedule 6.02 – Credit Agreement – Page 1 |
Schedule 6.04
EXISTING INVESTMENTS
American Express cash deposit account in the amount of $600,000.
Schedule 6.04 – Credit Agreement – Page 1 |
Schedule 6.10
EXISTING RESTRICTIONS
None.
Schedule 6.10 – Credit Agreement – Page 1 |
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1. | Assignor: | |
2. | Assignee: | |
[and is an Affiliate/Approved Fund of [identify Lender]](1) | ||
3. | Borrower(s): | |
4. | Administrative Agent: | Wilmington Trust, National Association, as administrative agent under the Credit Agreement |
5. | Credit Agreement: | Amended and Restated Credit Agreement dated as of December 31, 2018, among Dex Media, Inc., a Delaware corporation, as borrower, Dex Media Holdings, Inc., a Delaware corporation, the Lenders party thereto and Wilmington Trust, National Association, as Administrative Agent |
(1) Select if applicable.
6. | Assigned Interest: |
Aggregate Amount of
Loans for all Lenders |
Amount of Loans
Assigned |
Percentage Assigned of
Loans(2) |
||
$ | $ | % | ||
$ | $ | % | ||
$ |
Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR | ||
NAME OF ASSIGNOR | ||
By: | ||
Title: | ||
ASSIGNEE | ||
NAME OF ASSIGNEE | ||
By: | ||
Title: |
(2) Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders.
[Consented to and](3) Accepted: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as Administrative Agent | ||
By | ||
Title: | ||
[Consented to:](4) | ||
DEX MEDIA, INC. | ||
By | ||
Title: |
(3) To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
(4) To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.
ANNEX I
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
EXHIBIT B
FORM OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL
AGREEMENT
[Attached]
EXECUTION VERSION
SECOND AMENDED AND RESTATED
GUARANTEE AND COLLATERAL AGREEMENT
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent, among others, are parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made and will make certain financial accommodations for the Borrower;
WHEREAS, the Borrower, the Subsidiary Guarantors party thereto and the Administrative Agent are parties to that certain Amended and Restated Guarantee and Collateral Agreement, dated as of June 30, 2017 (as in effect immediately prior to the effectiveness hereof, the “Existing Guarantee and Collateral Agreement”), pursuant to which, among other things, (i) the Subsidiary Guarantors party thereto guaranteed the Guaranteed Obligations (as defined therein) and (ii) the Obligors, as defined thereunder, granted a security interest in the Collateral described in the Existing Guarantee and Collateral Agreement as security for the Secured Obligations (as defined therein);
WHEREAS, the Borrower is a member of an affiliated group of Persons that includes Holdings and the Subsidiary Guarantors;
WHEREAS, Holdings and each Subsidiary Guarantor will derive substantial direct and indirect benefits from the Credit Agreement (which benefits are hereby acknowledged by Holdings and each Subsidiary Guarantor);
WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that Holdings, the Borrower and each Subsidiary Guarantor shall have executed and delivered this Agreement (as hereinafter defined) to the Administrative Agent; and
WHEREAS, to induce the Lenders to enter into the Credit Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors have agreed, subject to the terms hereof, to guarantee the Guaranteed Obligations (as hereinafter defined) and the Obligors have agreed to grant a security interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined).
ACCORDINGLY, in consideration of the agreements set forth herein and in the Credit Agreement, the parties hereto agree that the Existing Guarantee and Collateral Agreement shall be and is hereby amended and restated in its entirety as follows:
Section 1. Definitions, Etc.
1.01 Certain Uniform Commercial Code Terms. As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Farm Products”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Manufactured Home”, “Payment Intangible”, “Proceeds”, “Promissory Note”, “Supporting Obligation” and “Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “Certificated Security”, “Entitlement Holder”, “Financial Asset”, “Instruction”, “Securities Account”, “Security”, “Security Certificate”, “Security Entitlement” and “Uncertificated Security” have the respective meanings set forth in Article 8 of the NYUCC.
1.02 Additional Definitions. In addition, as used herein, in addition to the terms defined in the preamble hereto:
“Agreement” means this Second Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchase or debit card, electronic funds transfer and other cash management arrangements, and to which Holdings or any of its Subsidiaries is a party.
“Cash Management Bank” means (a) any Lender or Affiliate of a Lender that is party to a Cash Management Agreement, (b) any financial institution that is party to a Cash Management Agreement that was a Lender or Affiliate of a Lender on the Closing Date, and (c) any other bank or financial institution that provides services under a Cash Management Agreement that has been designated in writing by the Borrower to the Administrative Agent as a “Cash Management Bank”.
“Cash Management Obligation” means any obligation owed by Holdings or any Subsidiary thereof under any Cash Management Agreement to a Cash Management Bank.
“Collateral” has the meaning assigned to such term in Section 4.
“Collateral Account” has the meaning assigned to such term in Section 5.01.
“Contract” means all written contracts and agreements between any Obligor and any other Person (in each case, whether third party or intercompany) as the same may be amended, extended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, including (i) all rights of any Obligor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all rights of any Obligor to damages arising thereunder and (iv) all rights of any Obligor to terminate and to perform and compel performance of, such contracts and to exercise all remedies thereunder.
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“Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired by any Obligor, including each Copyright identified in Annex 3.
“Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto.
“Excluded Accounts” has the meaning assigned to such term in Section 5.
“Excluded Collateral” has the meaning assigned to such term in Section 4.
“Foreign Subsidiary” means (i) a Subsidiary organized under the laws of a jurisdiction located outside the United States of America or (ii) a Subsidiary of any Person described in the foregoing clause (i).
“Government Contract” means any Contract of an Obligor with any governmental authority.
“Government Receivable” means any Receivable of an Obligor pursuant to or in connection with a Government Contract.
“Guaranteed Obligations” has the meaning assigned to such term in Section 2.01.
“Initial Pledged Shares” means the Shares of each Issuer beneficially owned by any Obligor on the date hereof and identified in Annex 2 (Part A).
“Insurance” means all property and casualty insurance policies covering any or all of the Collateral (regardless of whether the Administrative Agent is the loss payee thereof).
“Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to any Obligor with respect to any of the foregoing, in each case whether now or hereafter owned or used; (c) intellectual property rights in all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) intellectual property rights in all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) intellectual property rights in all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; and (f) all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.
“Issuers” means, collectively, (a) the respective Persons identified on Annex 2 (Part A) under the caption “Issuer”, (b) any other Person that shall at any time be a Subsidiary of any Obligor, and (c) the issuer of any equity securities hereafter owned by any Obligor.
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“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System of the United States as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Motor Vehicles” means motor vehicles, tractors, trailers and other like property, if the title thereto is governed by a certificate of title or ownership.
“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.
“Patent Collateral” means all Patents, whether now owned or hereafter acquired by any Obligor, including each Patent identified in Annex 3, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.
“Patents” means all patents and patent applications, including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.
“Pledged Shares” means, collectively, (i) the Initial Pledged Shares and (ii) all other Shares of any Issuer now or hereafter owned by any Obligor, which are required to be Pledged hereunder pursuant to the terms hereof, together in each case with (a) all certificates representing the same, (b) all Shares, securities, moneys or other property representing a dividend on or a distribution or return of capital on or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and (c) without prejudice to any provision of any of the Loan Documents prohibiting any merger or consolidation by an Issuer, all Shares of any successor entity of any such merger or consolidation.
“Receivable” means all Accounts and any other right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance. References herein to Receivables shall include any Supporting Obligation or collateral securing such Receivable.
“Secured Parties” means, collectively, the Lenders, the Cash Management Banks, any Secured Swap Provider and the Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective successors and permitted assigns.
“Secured Obligations” means, collectively, (a) in the case of the Borrower, all Obligations of the Borrower under the Loan Documents and (b) in the case of the Guarantors, all obligations of the Guarantors in respect of their guarantee under Section 2 and other obligations of the Guarantors under the Loan Documents, (c) in the case of each of the foregoing, including all interest thereon and expenses related thereto, in each case, to the extent required to be paid by the Obligors pursuant to the express terms of this Agreement or any other Loan Document, including any interest, fees, premium or expenses accruing or arising after the commencement of any case with respect to the Borrower under the Bankruptcy Code or any other bankruptcy or insolvency law (whether or not such interest, fees, premium or expenses are enforceable, allowed or allowable as a claim in whole or in part in such case), (d) the Cash Management Obligations and (e) the Secured Swap Obligations.
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“Secured Swap Obligations” means, any obligations owed by an Obligor to a Secured Swap Provider under a Specified Swap Agreement; provided that the Secured Swap Obligations shall not include any Excluded Swap Obligations.
“Secured Swap Provider” means a Person with whom an Obligor has entered into a Specified Swap Agreement arranged by any Lender or any Affiliate of a Lender and any assignee thereof which is a Lender or Affiliate of a Lender.
“Shares” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
“Specified Swap Agreement” means any Swap Agreement entered into by an Obligor provided or arranged by any Person who was a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into.
“Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired by any Obligor, including each Trademark identified in Annex 3, together, in each case, with the goodwill of the business and product lines connected with the use of, and symbolized by, each such Trademark. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.
“Trademarks” means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout the world.
1.03 Terms Generally. Terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the Credit Agreement), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Annexes shall be construed to refer to Sections of, and Exhibits and Annexes to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, supplemented or otherwise modified from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but not including” and (h) references to days, months, quarters and years refer to calendar days, months, quarters and years, respectively.
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Section 2. Guarantee.
2.01 The Guarantee. The Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and permitted assigns (a) the Obligations, (b) any Secured Swap Obligations and (c) any Cash Management Obligations (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
2.02 Obligations Unconditional. Guaranteed Obligations of the Guarantors under Section 2.01 are primary, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Obligations of the Borrower under the Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment in full of the Obligations), it being the intent of this Section 2.02 that the Guaranteed Obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Guaranteed Obligations now existing or in the future arising. Without limiting the foregoing, each Guarantor agrees that:
(a) Guarantee Absolute. The occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge or terminate the liability of the Guarantors hereunder, or the rights, remedies, powers and privileges of any of the Secured Parties, under this Agreement:
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(i) at any time or from time to time, without notice to the Guarantors, the time, place or manner for any performance of or compliance with any of the Guaranteed Obligations shall be amended or extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of the Credit Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any lien or security interest granted to, or in favor of, any Secured Parties as security for any of the Guaranteed Obligations shall be released or shall fail to be perfected;
(v) any application by any of the Secured Parties of the proceeds of any other guaranty of or insurance for any of the Guaranteed Obligations to the payment of any of the Guaranteed Obligations;
(vi) any settlement, compromise, release, liquidation or enforcement by any of the Secured Parties of any of the Guaranteed Obligations;
(vii) the giving by any of the Secured Parties of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any disposition of any Shares by the Borrower or any other Person;
(viii) any proceeding by any of the Secured Parties against the Borrower or any other Person or in respect of any collateral for any of the Guaranteed Obligations, or the exercise by any of the Secured Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Secured Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement;
(ix) the entering into any other transaction or business dealings with the Borrower or any other Person; or
(ix) any combination of the foregoing.
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(b) Waiver of Defenses. The enforceability of this Agreement and the liability of the Guarantors and the rights, remedies, powers and privileges of the Secured Parties under this Agreement shall not be affected, limited, reduced, discharged or terminated, and each Guarantor hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of:
(i) the illegality, invalidity or unenforceability of any of the Guaranteed Obligations, any Loan Document or any other agreement or instrument whatsoever relating to any of the Guaranteed Obligations;
(ii) any disability or other defense with respect to any of the Guaranteed Obligations, including the effect of any statute of limitations, that may bar the enforcement thereof or the obligations of such Guarantor relating thereto;
(iii) the illegality, invalidity or unenforceability of any other guaranty of or insurance for any of the Guaranteed Obligations or any lack of perfection or continuing perfection or failure of the priority of any Lien on any collateral for any of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any Guarantor with respect to any of the Guaranteed Obligations;
(v) any failure of any of the Secured Parties to marshal assets, to exhaust any collateral for any of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against the Borrower or any other Person, or to take any action whatsoever to mitigate or reduce the liability of any Guarantor under this Agreement, the Secured Parties being under no obligation to take any such action notwithstanding the fact that any of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under any Loan Document;
(vi) any counterclaim, set-off or other claim which the Borrower or any Guarantor has or claims with respect to any of the Guaranteed Obligations;
(vii) any failure of any of the Secured Parties to file or enforce a claim in any bankruptcy, insolvency, reorganization or other proceeding with respect to any Person;
(viii) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of it, or similar proceedings commenced by or against the Borrower or any other Person, including any discharge of, or bar, stay or injunction against collecting, any of the Guaranteed Obligations (or any interest on any of the Guaranteed Obligations) in or as a result of any such proceeding;
(ix) any action taken by any of the Secured Parties that is authorized by this Section 2.02 or otherwise in this Agreement or by any other provision of any Loan Document, or any omission to take any such action; and
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(xi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment in full of the Obligations).
(c) Waiver of Set-off and Counterclaim, Etc. Each Guarantor expressly waives, to the fullest extent permitted by law, for the benefit of each of the Secured Parties, any right of set-off and counterclaim with respect to payment of its obligations hereunder, and all diligence, presentment, demand for payment or performance, notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor and all other notices or demands whatsoever, and any requirement that any of the Secured Parties exhaust any right, remedy, power or privilege or proceed against the Borrower under the Credit Agreement or any other Loan Document or any other agreement or instrument referred to herein or therein, or against any other Person, and all notices of acceptance of this Agreement or of the existence, creation, incurring or assumption of new or additional Guaranteed Obligations. Each Guarantor further expressly waives the benefit of any and all statutes of limitation, to the fullest extent permitted by applicable law.
(d) Other Waivers. Each Guarantor expressly waives, to the fullest extent permitted by law, for the benefit of each of the Secured Parties, any right to which it may be entitled:
(i) that the assets of the Borrower first be used, depleted and/or applied in satisfaction of the Guaranteed Obligations prior to any amounts being claimed from or paid by such Guarantor;
(ii) to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against such Guarantor; and
(iii) to have its obligations hereunder be divided among the Guarantors, such that each Guarantor’s obligation would be less than the full amount claimed.
2.03 Reinstatement. The obligations of the Guarantors under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Guarantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy, insolvency or reorganization or otherwise, and the Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable and documented out-of-pocket costs and expenses (including fees of counsel) incurred by the Secured Parties in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law; provided that such indemnity shall not, as to any Secured Party, be available to the extent that such cost and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Secured Party.
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2.04 Subrogation. The Guarantors hereby jointly and severally agree that until Payment in Full of the Obligations and the expiration and termination of the Commitments of the Lenders under the Credit Agreement, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 2.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. All rights and claims arising under this Section 2.04 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Guaranteed Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made). Until the Payment in Full of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed.
2.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under the Credit Agreement may be declared to be forthwith due and payable as provided in the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided therein) for purposes of Section 2.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.01.
2.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Section 2 constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York Civil Practice Law and Rules Section 3213.
2.07 Continuing Guarantee. The guarantee in this Section 2 is a continuing guarantee and is a guaranty of payment and not merely of collection, and shall apply to all Guaranteed Obligations whenever arising.
2.08 Rights of Contribution. The Guarantors hereby agree, as between themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations, then each other Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 2.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Section 2 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until Payment in Full of all such Obligations.
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For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, for any Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any Shares of stock or other equity interest of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of the Borrower and all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.
2.09 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 2.01 would otherwise, taking into account the provisions of Section 2.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Secured Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under this Section 2.09 without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder.
2.10 Indemnity by Borrower. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 2.04), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part the Guaranteed Obligations, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
2.11 Payments. All payments by each Guarantor under this Agreement shall be made in Dollars, in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent in the manner specified in the Credit Agreement (including Section 2.12 thereof as it relates to taxes) or as shall otherwise be specified by the Administrative Agent.
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Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent for the benefit of the Secured Parties that:
3.01 Non-Reliance. In executing and delivering this Agreement, such Obligor has (i) without reliance on the Administrative Agent or any Lender, or any information received from the Administrative Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Guaranteed Obligations, (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower, (iii) has full and complete access to the Loan Documents and any other documents executed in connection with the Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent or any Lender not embodied herein or any acts heretofore or hereafter taken by the Administrative Agent or any Lender (including any review by the Administrative Agent or any Lender of the affairs of the Borrower).
3.02 Title. Each Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 4 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person), other than (a) the security interest created or provided for herein, which security interest constitutes, to the extent required by the Intercreditor Agreement, a valid first and prior perfected (with respect to Intellectual Property, if and to the extent required to be perfected pursuant to this Agreement) Lien on the Collateral (subject to Liens permitted by Section 6.02 of the Credit Agreement), and (b) the Liens expressly permitted by Section 6.02 of the Credit Agreement.
3.03 Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of each Obligor as of the date hereof are correctly set forth in Annex 1. Said Annex 1 also correctly specifies for any Obligor that is not a registered organization or is not organized under any State of the United States, (a) the place of business of each Obligor or, if such Obligor has more than one place of business, the location of the chief executive office of such Obligor, or if such Obligor is an individual, the principal residence of such Obligor and (b) each location where any financing statement naming any Obligor as debtor which has not been terminated is currently on file.
3.04 [Reserved]
3.05 Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate.
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The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments).
Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative Agent in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).
3.06 Promissory Notes, Instruments and Tangible Chattel Paper. Annex 2 (Part B) sets forth a complete and correct list of all Promissory Notes (including any intercompany notes), Instruments and Tangible Chattel Paper held by any Obligor on the date hereof having an aggregate principal amount in excess of $500,000.
3.07 Intellectual Property. Annex 3, set forth under the name of such Obligor a complete and correct list of all Patents, Trademarks and material Copyrights, owned by such Obligor on the date hereof (or, in the case of any supplement to said Annex 3, effecting a pledge thereof, as of the date of such supplement).
Except pursuant to Intellectual Property licenses and other Intellectual Property user agreements entered into by such Obligor in the ordinary course of business, such Obligor has done nothing to authorize or enable any other Person to use any material Copyright, Patent or Trademark listed in said Annex 3 (as so supplemented) and all material registrations listed in said Annex 3 (as so supplemented) are, except as noted therein, in full force and effect.
To such Obligor’s knowledge, (i) except as set forth in said Annex 3 (as supplemented by any supplement effecting a pledge thereof), there is no infringement by others of any right of such Obligor with respect to any Copyright, Patent or Trademark listed in said Annex 3 (as so supplemented), respectively, and (ii) such Obligor is not infringing in any respect upon any Copyright, Patent or Trademark of any other Person and no litigation alleging such infringement are currently pending against such Obligor before any court, and no written claim against such Obligor has been received by such Obligor in the past year, alleging any such violation, except as may be set forth in said Annex 3 (as so supplemented).
Except as set forth on Annex 3, such Obligor does not own any Trademarks registered in the United States of America to which the last sentence of the definition of Trademark Collateral applies.
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3.08 Deposit Accounts, Securities Accounts and Commodity Accounts. Annex 4 sets forth a complete and correct list of all Deposit Accounts, Securities Accounts and Commodity Accounts of the Obligors on the date hereof.
3.09 Commercial Tort Claims. Annex 5 sets forth a complete and correct list of all commercial tort claims of the Obligors in existence on the date hereof.
3.10 Letter-of Credit Rights. Annex 6 sets forth a complete and correct list of all letters of credit issued in favor of each Obligor, as beneficiary thereunder, on the date hereof.
3.11 Fair Labor Standards Act. Any goods now or hereafter produced by such Obligor or any of its Subsidiaries included in the Collateral have been and will be produced in compliance in all material respects with the requirements of the Fair Labor Standards Act, as amended.
3.12 Special Collateral. As of the date hereof, none of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) timber to be cut, (5) health care insurance receivables or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the Collateral consists of Motor Vehicles or other goods subject to a certificate of title statute of any jurisdiction.
3.13 Benefit to Each Obligor. The Obligors are members of an affiliated group of Persons, and the Obligors are engaged in related businesses. The guaranty and surety obligations of each Obligor pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, it; and each Obligor has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Obligor. Such Obligor has received at least “reasonably equivalent value” (as such phrase is used in Section 548 of the Bankruptcy Code and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Secured Obligations and under any of the Security Documents to which it is a party.
3.14 Credit Agreement Representations. Each Guarantor makes the representations and warranties set forth in Article III of the Credit Agreement as they relate to the Guarantors or to the Loan Documents to which any Guarantor is a party, each of which is hereby incorporated herein by reference, and the Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 3.14, be deemed to be a reference to such Guarantor’s knowledge.
Section 4. Collateral. As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Obligor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(a) all Accounts, Receivables and Receivables Records;
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(b) all As-Extracted Collateral;
(c) all Chattel Paper;
(d) all Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles;
(i) all Goods not covered by the other clauses of this Section 4;
(j) the Pledged Shares;
(k) all Instruments, including all Promissory Notes;
(l) all Insurance;
(m) all Intellectual Property, all causes of action, claims and warranties in respect thereto;
(n) all Inventory;
(o) all Investment Property, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(p) all Letter-of-Credit Rights;
(q) all Money, as defined in Section 1-201(24) of the NYUCC;
(r) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, arising out of the events described in Annex 5;
(s) all other tangible and intangible personal property whatsoever of such Obligor; and
(t) all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor),
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IT BEING UNDERSTOOD, HOWEVER, that notwithstanding any of the other provisions set forth in this Section 4, this Agreement shall not constitute a grant of a security interest in, and the Collateral shall not include or attach to any (A) lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that (a) any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable law as in effect in the relevant jurisdiction, or (b) any consent or waiver has been obtained that would permit Administrative Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and the foregoing exclusions of clauses (a) and (b) shall in no way be construed to limit, impair or otherwise affect Administrative Agent’s continuing security interests in and liens upon any rights or interests of any Obligor in or to (1) monies due or to become due under or in connection with any described lease, license, contract, property rights or agreement or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease or other dispositions of any such lease, license, contract, property rights or agreement or Equity Interests), (B) assets of any Foreign Subsidiary, (C) security interest created hereby in Shares constituting voting stock of any Issuer that is a Foreign Subsidiary, except for the portion of such voting stock that does not exceed 65% of the aggregate issued and outstanding voting stock of such Issuer that is a Foreign Subsidiary directly owned by an Obligor, (D) property to the extent that the grant of a security interest therein is prohibited by any requirement of law of a Governmental Authority pursuant to such requirement of law, (E) Intellectual Property, including intent-to-use applications, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intellectual property or result in the cancellation or voiding thereof, including without limitation, trademark applications filed on an intent-to-use basis, (F) Excluded Accounts, (G) any Margin Stock and (H) those assets as to which the Required Lenders and the Borrower shall reasonably determine that the costs, burdens or consequences of obtaining or perfecting such security interest are excessive in relation to the value of the security to be afforded thereby (the foregoing clauses (A) through (H), the (“Excluded Collateral”); provided, however, that Excluded Collateral shall not include any (x) asset or property which secures obligations under the ABL Credit Agreement and (y) proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral). Notwithstanding the foregoing, no Obligor shall be required to take any action to perfect any security interest with respect to Motor Vehicles or assets subject to a certificate of title, to the extent that a security interest herein cannot be perfected by a Uniform Commercial Code financing statement.
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Section 5. Deposit Accounts; Security Accounts. Subject to Section 5.14 of the Credit Agreement, no Obligor shall establish or maintain a Deposit Account or a Securities Account constituting Collateral for which such Grantor has not delivered to the Administrative Agent a control agreement executed by all parties relevant thereto (each such account a “Collateral Account”); provided, that no Obligor shall be required to enter into control agreements with respect to any Deposit Account or Securities Accounts (i) used (a) solely to fund payroll, 401k and other retirement plans and employee benefits or healthcare benefits, (b) as a withholding tax, trust or fiduciary account and (ii) any other Deposit Account or Security Account that contains no greater than $500,000 individually and $1,000,000 for all accounts excluded pursuant to this clause (ii) at any time outstanding (the foregoing, “Excluded Accounts”).
Section 6. Further Assurances; Remedies. In furtherance of the grant of the security interest pursuant to Section 4, the Obligors hereby jointly and severally agree with the Administrative Agent for the benefit of the Secured Parties as follows:
6.01 Delivery and Other Perfection. Each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or which the Required Lenders reasonably indicate are desirable to create, preserve, perfect (with respect to intellectual property, if and to the extent required to be perfected pursuant to this Agreement), maintain the perfection of or validate the security interest granted pursuant hereto in the Collateral or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are received by such Obligor, promptly (x) deliver to the Administrative Agent the certificates or instruments representing or evidencing the same (if any), duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent or Required Lenders may reasonably request, all of which thereafter shall be held by the Administrative Agent or Required Lenders, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action necessary or which the Required Lenders otherwise reasonably request to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time deliver to the Administrative Agent any and all Instruments constituting part of the Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent or Required Lenders may reasonably request; provided, that (other than in the case of the promissory notes described in Annex 2 (Part B)), so long as no Event of Default shall have occurred and be continuing, such Obligor may retain for collection in the ordinary course any Instruments received by such Obligor in the ordinary course of business and the Administrative Agent shall, promptly upon request of such Obligor (through the Borrower), make appropriate arrangements for making any Instrument delivered by such Obligor available to such Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Administrative Agent, against trust receipt or like document);
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(c) to the extent otherwise required pursuant to the terms of this Agreement, promptly from time to time enter into such control agreements or consents to assignments of proceeds, each in form and substance reasonably acceptable to the Administrative Agent or Required Lenders, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than Excluded Accounts), Investment Property (other than Excluded Accounts) and Letter-of-Credit Rights, and will promptly furnish to the Administrative Agent true copies thereof;
(d) promptly from time to time (i) file with the United States Patent and Trademark Office, and the United States Copyright Office, any Confirmatory Grant of Security Interest in United States Intellectual Property in the form of Exhibit A hereto (the “IP Security Agreement”) required in order to perfect any Lien granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to Section 4 in United States federally registered, issued, or applied for (1) Trademark Collateral, (2) Patent Collateral or (3) Copyright Collateral and (ii) deliver to the Administrative Agent evidence of such filing(s); and
(e) keep books and records relating to the Collateral, which are complete and accurate in all material respects, and stamp or otherwise mark such books and records in such manner as the Administrative Agent or Required Lenders may reasonably require in order to reflect the security interests granted by this Agreement.
6.02 Other Financing Statements or Control. Except as otherwise permitted under the Credit Agreement, no Obligor shall (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Secured Parties, other than in each case with respect to Liens permitted pursuant to Section 6.02 of the Credit Agreement, or (b) cause or permit any Person other than the Administrative Agent to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.
6.03 Preservation of Rights. The Administrative Agent shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.
6.04 Special Provisions Relating to Certain Collateral.
(a) Pledged Shares.
(i) The Obligors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Obligors and (2) in the case of any Issuer that is a Foreign Subsidiary directly owned by an Obligor, 65% of the total number of Shares of voting stock of such Issuer and 100% of the total number of non-voting Shares then issued and outstanding owned by the Obligors.
(ii) So long as no Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein, provided, that the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 6.04(a)(ii).
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(iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus.
(iv) If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it in a Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent or Required Lenders shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end; provided, that if such Event of Default is cured or waived, any such dividend or distribution theretofore paid to the Administrative Agent or Required Lenders shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent (at the direction of the Required Lenders) to the Obligors.
(v) Each Obligor hereby expressly authorizes and instructs each Issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Obligor, and such Obligor agrees that such Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to the Administrative Agent for the benefit of the Secured Parties.
(b) Intellectual Property.
(i) For the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 6.05 at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Obligor hereby grants to the Administrative Agent, to the extent licensable and effect only during such time as the Administrative Agent is so entitled to exercise such rights and remedies, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Obligor) to use, assign, license or sublicense any of the Intellectual Property (with respect to Trademarks, subject to reasonable quality control in favor of such Grantor) now owned or hereafter acquired by such Obligor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.
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(ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Credit Agreement that limit the rights of the Obligors to dispose of their property, so long as no Event of Default shall have occurred and be continuing, the Obligors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of business of the Obligors. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall from time to time, upon the request of the respective Obligor (through the Borrower), execute and deliver any instruments, certificates or other documents, in the form so requested, that such Obligor (through the Borrower) believes are appropriate in its judgment to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Intellectual Property). Further, upon the Payment in Full of the Obligations or release of the Collateral, the license granted pursuant to clause (i) immediately above shall automatically terminate. The exercise of rights and remedies under Section 6.05 by the Administrative Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Obligors in accordance with the first sentence of this clause (ii).
(iii) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Obligor shall be required to make any applications or filings or take any actions to record or perfect any Lien with respect to any Intellectual Property not governed under the Laws of the United States.
(c) Chattel Paper. The Obligors will (i) deliver to the Administrative Agent each original of each item of Chattel Paper with a value in excess of $100,000 at any time constituting part of the Collateral, and (ii) cause each such original and each copy thereof to bear a conspicuous legend, in form and substance reasonably satisfactory to the Required Lenders, indicating that such Chattel Paper is subject to the security interest granted hereby and that purchase of such Chattel Paper by a Person other than the Administrative Agent without the consent of the Administrative Agent would violate the rights of the Administrative Agent.
6.05 Remedies.
(a) Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing:
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(i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);
(iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct;
(v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations;
(vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and
(vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.
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The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.
(b) Certain Securities Act Limitations. The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable federal, foreign or state securities laws, or otherwise, the Administrative Agent may determine that a public sale is impracticable, not desirable or not commercially reasonable and may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for a public sale.
(c) Other Acts. Each Obligor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary or otherwise reasonably requested by the Administrative Agent or the Required Lenders to make such sale or sales of all or any portion of the Pledged Shares pursuant to this Section 6.05 valid and binding and in compliance with all other applicable legal requirements. Each Obligor further agrees that a breach of any covenant contained in this Section 6.05 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.05 shall be specifically enforceable against such Obligor, and such Obligor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.
(d) Credit Bidding. The Administrative Agent may, upon the direction of the Required Lenders, or any Lender may purchase, in any public or private sale conducted under the provisions of the Uniform Commercial Code (including pursuant to sections 9-610 and 9-620 of the Uniform Commercial Code), the provisions of the Bankruptcy Code (including pursuant to section 363 of the Bankruptcy Code) or at any sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law, all or any portion of the Collateral. The Obligors and the Secured Parties hereby irrevocably authorize Administrative Agent, upon the written Consent of the Required Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code or any similar laws in any other jurisdictions to which a Obligor is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Secured Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Secured Obligations credit bid in relation to the aggregate amount of Secured Obligations so credit bid) in the asset or assets so purchased (or in the equity interests of the acquisition vehicle or vehicles that are used to consummate such purchase).
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In connection with any such credit bid (i) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) may form one or more acquisition vehicles and assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) may adopt documents providing for the governance of the acquisition vehicle or vehicles (provided, that any actions by any Secured Party with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in the Credit Agreement), (iv) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) on behalf of such acquisition vehicle or vehicles may issue to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
(e) Notice. The Obligors agree that to the extent the Administrative Agent is required by applicable law to give reasonable prior notice of any sale or other disposition of any Collateral, ten (10) Business Days’ notice shall be deemed to constitute reasonable prior notice.
6.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 6.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made), the Obligors shall remain liable for any deficiency.
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6.07 Locations; Names, Etc. Following delivery of any notice required by Section 5.03(a) of the Credit Agreement, the relevant Obligor shall as promptly as practicable (and in any event, within 5 Business Days (or such later time as may be reasonably agreed to by the Administrative Agent) make all filings required under the UCC or other applicable law and take all other actions necessary or otherwise reasonably requested by the Administrative Agent or the Required Lenders to ensure that the Agent shall continue at all times following such change to have (subject to the Intercreditor Agreement and applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) a valid, legal, enforceable and perfected first priority security interest in such Collateral for its benefit and the benefit of the other Secured Parties. Without at least thirty (30) days’ prior written notice to the Administrative Agent, no Obligor shall agree to or authorize any modification of the terms of any item of Collateral that would result in a change thereof from one Uniform Commercial Code category to another such category (such as from a General Intangible to Investment Property), if the effect of any such change described in this clause (iii) would be to result in a loss of perfection of, or diminution of priority for, the security interests created hereunder in such item of Collateral, or the loss of control (within the meaning of Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) over such item of Collateral.
6.08 Private Sale. The Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 6.05 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree.
6.09 Application of Proceeds. Subject to the Intercreditor Agreement, except as otherwise herein expressly provided and except as provided below in this Section 6.09, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under Section 5 or this Section 6, shall be applied by the Administrative Agent:
First, to the payment of the costs and expenses of such collection, sale or other realization, including the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the fees and expenses of its agents and counsel, all outstanding fees under the Agent Fee Letter, and all expenses incurred and advances made by the Administrative Agent in connection therewith as and to the extent required by Section 7.04;
Next, to the payment in full of the Secured Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing or as the Secured Parties holding the same may otherwise agree; and
Finally, to the payment to the respective Obligor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.
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6.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent is hereby appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Section 6 and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 6 to make collections in respect of the Collateral, the Administrative Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Obligor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
6.11 Perfection and Recordation. Each Obligor authorizes the Administrative Agent to file (a) Uniform Commercial Code financing statements describing the Collateral as “all assets” or “all personal property and fixtures” of such Obligor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 4); and (b) any IP Security Agreement required in order to perfect any Lien granted pursuant to Section 4 in (1) Trademark Collateral, (2) Patent Collateral or (3) Copyright Collateral, respectively.
6.12 Termination. When all of the Obligations shall have been Paid in Full, this Agreement and all obligations (other than those expressly stated to survive the termination of this Agreement) of the Administrative Agent and each Obligor hereunder shall automatically terminate and the Liens created hereby shall automatically be released, and the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the respective Obligor and to be released and canceled all licenses and rights referred to in Section 6.04(b). The Administrative Agent shall also, at the expense of such Obligor, execute and deliver to the respective Obligor upon such termination such Uniform Commercial Code termination statements, and such other documentation as shall be reasonably requested by the respective Obligor to effect the termination and release of the Liens on the Collateral as required by this Section 6.12.
6.13 Further Assurances. Each Obligor agrees that, from time to time upon the reasonable written request of the Administrative Agent or Required Lenders, such Obligor will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement. Any Lien covering any asset that has been disposed of in accordance with the Credit Agreement or that has been disposed of with the consent of the Required Lenders under the Credit Agreement shall be automatically released, without delivery of any further document, and Administrative Agent shall, at the expense of the applicable Obligor, execute and deliver to such Obligor such documentation as such Obligor shall reasonably request to evidence such release.
6.14 Marshalling. The provisions of this Agreement may be enforced by the Administrative Agent from time to time against any or all of the Obligors as often as an occasion therefor may arise and without any requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against any other Obligor or to exhaust any remedies available to it against any other Obligor or to resort to any other source or means of obtaining payment of any of the Secured Obligations or to elect any other remedy.
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Section 7. Miscellaneous.
7.01 Notices. All notices, requests, consents and demands hereunder shall be in writing and delivered to the intended recipient at such address as shall be designated by such party in a notice to each other party or, in the case of the Borrower or the Administrative Agent, pursuant to Section 9.01 of the Credit Agreement. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given transmitted by telecopier, electronic transmission or personally delivered or, in the case of a mailed notice or notice sent by electronic transmission, upon receipt, in each case, given or addressed as aforesaid.
7.02 No Waiver. No failure on the part of any Secured Party to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.
7.03 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Obligor and the Administrative Agent (with the consent of the Lenders as specified in Section 9.02 of the Credit Agreement). Any such amendment or waiver shall be binding upon the Secured Parties and each Obligor.
7.04 Expenses; Indemnification.
(a) The Obligors jointly and severally agree to reimburse each of the Secured Parties for all reasonable and documented out-of-pocket expenses incurred by them as and to the extent required by Section 9.03(a) of the Credit Agreement and (ii) the enforcement of this Section 7.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 4.
(b) Each Obligor agrees to pay, and to hold the Administrative Agent and each other Secured Party harmless from, any and all losses, claims, damages, liabilities and related expenses as and to the extent required by Section 9.03(b) of the Credit Agreement.
(c) The agreements in this Section 7.04 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.
7.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each Obligor and the Secured Parties (provided, that no Obligor shall assign or transfer its rights or obligations hereunder without the prior written consent of the Required Lenders or the Administrative Agent).
7.06 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
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7.07 Governing Law; Submission to Jurisdiction; Etc.
(a) Governing Law. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
(b) Submission to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding to enforce its rights in the Collateral.
(c) Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(e) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
7.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
7.08 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
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7.10 Agents and Attorneys-in-Fact. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.
7.11 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
7.12 Additional Subsidiary Guarantors. As contemplated by Section 5.11 of the Credit Agreement, certain Subsidiaries of Holdings formed or acquired after the date hereof, or certain other Subsidiaries not then a party hereto, may be required to become a “Guarantor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Guarantee Assumption Agreement.
7.15 Set-Off. If an Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held (other than deposits held in any account used (a) solely to fund payroll, 401k and other retirement plans and employee benefits or healthcare benefits and (b) as a withholding tax, trust or fiduciary account) and other obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of such Obligor against any and all of the obligations of such Obligor now or hereafter existing under this Agreement or any other Loan Document to which such Obligor is a party to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document to which such Obligor is a party and although such obligations of such Obligor may be unmatured or contingent or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section 7.15 are in addition to other rights and remedies (including other rights of set-off) that such Lender and its Affiliates may have.
7.16. Entire Agreement. This Agreement, the Intercreditor Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
7.17. Intercreditor Agreement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) the security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent with respect to any Collateral hereunder are subject the provisions of the Intercreditor Agreement then in effect, (ii) the delivery of any Collateral to the ABL Agent (as defined in the Intercreditor Agreement) pursuant to the Intercreditor Agreement shall satisfy any obligation of any Obligor under any Loan Document to deliver any such Collateral to the Administrative Agent and (iii) in the event of any conflict between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern and control.
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7.18. Effect of Amendment and Restatement. As of the date hereof, this Agreement shall amend, and restate as amended, the Existing Guarantee and Collateral Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the grant of security and representations and warranties made thereunder), except as such rights or obligations have been expanded hereby. The Existing Guarantee and Collateral Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Guarantee and Collateral Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Guarantee and Collateral Agreement contained herein were set forth in an amendment to the Existing Guarantee and Collateral Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Guarantee and Collateral Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. For the avoidance of doubt, the parties are entering into this Agreement in order to expand the collateral granted under the Existing Guarantee and Collateral Agreement and nothing in this Agreement shall (or shall be deemed to) invalidate or otherwise adversely affect in any manner any existing grant made under the Existing Guarantee and Collateral Agreement, all of which shall remain in full force and effect.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the day and year first above written.
DEX MEDIA HOLDINGS, INC. | ||
By: | ||
Name: | ||
Title: | ||
DEX MEDIA, INC. | ||
By: | ||
Name: | ||
Title: |
WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent | ||
By: | ||
Name: | ||
Title: |
ANNEX 1
FILING DETAILS
Legal Name
of Obligor |
Type of
Organization |
Other legal
names and dates of change |
Changes in
identity or corporate structure in past five years |
Jurisdiction
of Organization |
Organizational
Identification Number |
Place(s) of Business | ||||||
ACQUISITION OF EQUITY INTERESTS OR ASSETS OF AN ENTITY
Date of
Acquisition |
Legal Name
of Entity |
Entity Type of
Organization |
Entity
Jurisdiction of Organization |
Entity
Organization Identification Number |
||||
Annex 1 to Guarantee and Collateral Agreement |
ANNEX 2
PLEDGED SHARES AND PROMISSORY NOTES, INSTRUMENTS
AND TANGIBLE CHATTEL PAPER
Pledged Shares
Grantor |
Share
Issuer |
Class of
Shares |
Certificated
(Y/N) |
Share
Certificate No. |
Par
Value |
No. of
Pledged Share |
Percentage
of Outstanding Share of the Issuer |
|||||||
Promissory Notes
Entity |
Principal
Amount |
Date of
Issuance |
Interest Rate | Maturity Date |
Pledged [Yes/No] |
|||||
Chattel Paper
Description |
Pledged [Yes/No] |
|
Annex 2 to Guarantee and Collateral Agreement |
ANNEX 3
LIST OF PATENTS AND PATENT APPLICATIONS
Owner | Country |
Registration or
App Number |
Patent Title | |||
LIST OF TRADEMARK AND SERVICE MARK REGISTRATIONS AND
APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS
Owner | Country | Mark | Reg. No. | App. No. | ||||
LIST OF MATERIAL COPYRIGHT REGISTRATIONS
Owner | Title | Registration Number | ||
Annex 3 to Guarantee and Collateral Agreement |
ANNEX 4
LIST OF DEPOSIT ACCOUNTS, AND SECURITIES ACCOUNTS AND COMMODITY
ACCOUNTS
Deposit Accounts
Grantor |
Name of Depositary
Bank |
Account Number | Account Name | |||
Securities Accounts
Grantor | Name of Intermediary | Account Number | Account Name | |||
Commodity Accounts
Grantor | Name of Intermediary | Account Number | Account Name | |||
Annex 4 to Guarantee and Collateral Agreement |
ANNEX 5
LIST OF COMMERCIAL TORT CLAIMS
[ ]
Annex 5 to Guarantee and Collateral Agreement |
ANNEX 6
LIST OF LETTER-OF-CREDIT RIGHTS
Grantor | Issuer |
Outstanding Principal
Balance |
Maturity Date | |||
Annex 6 to Guarantee and Collateral Agreement |
EXHIBIT A
[FORM OF CONFIRMATORY GRANT OF SECURITY INTEREST
IN UNITED STATES INTELLECTUAL PROPERTY]
THIS CONFIRMATORY GRANT OF SECURITY INTEREST IN UNITED STATES INTELLECTUAL PROPERTY (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Confirmatory Grant”) is made effective as of [ ], 20[ ] by and from [NAME OF GRANTOR(S)]1 ([the] “Grantor”][each individually a “Grantor” and collectively, the “Grantors”]), to and in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (as defined in the Credit Agreement referenced below) (in such capacity, “Grantee”).
WHEREAS, DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”) and DEX MEDIA, INC., a Delaware corporation (the “Borrower”), Grantee and the Lenders, among others, have entered into that certain [Second] Amended and Restated Credit Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, Holdings, the Borrower, [the][each]Grantor, certain other Subsidiaries of Holdings and Grantee have entered into that certain [Second] Amended and Restated Guarantee and Collateral Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”).
[WHEREAS, [the][each] Grantor owns the copyrights listed on Exhibit A attached hereto (the “Copyrights”), which Copyrights are pending or registered with the United States Copyright Office (the “USCO”).
WHEREAS, [the][each] Grantor owns the trademarks listed on Exhibit B attached hereto (the “Trademarks”), which Trademarks are pending or registered with the United States Patent and Trademark Office (the “USPTO”).
WHEREAS, [the][each] Grantor own the patents listed on Exhibit C attached hereto (the “Patents”, and together with the Copyrights and Trademarks, the “Intellectual Property”), which Patents are pending or registered with the USPTO.
WHEREAS, this Confirmatory Grant has been granted in conjunction with the security interest granted under the Guarantee and Collateral Agreement to Grantee for the benefit of the Lenders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:
1) Definitions. All capitalized terms not defined herein shall have the respective meaning given to them in the Credit Agreement.
2) The Security Interest.
1 To be populated with the names of only those subsidiary guarantors that own IP.
2 |
(a) In order to secure the payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), [the] [each] Grantor hereby grants to Grantee for the benefit of the Lenders:
i. [With respect to the Copyrights, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Copyrights now owned or from time to time after the date hereof owned or acquired by [the] [such] Grantor, together with (2) all proceeds of such Copyrights and (3) all causes of action arising prior to or after the date hereof for infringement of such Copyrights or unfair competition regarding the same;
ii. With respect to the Trademarks, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Trademarks now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Trademarks, (3) the goodwill associated with such Trademarks and (4) all causes of action arising prior to or after the date hereof for infringement of such Trademarks or unfair competition regarding the same; and
iii. With respect to the Patents, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Patents now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Patents and (3) all causes of action arising prior to or after the date hereof for infringement of such Patents or unfair competition regarding the same;
(b) This Confirmatory Grant is made by [the][each] Grantor to Grantee on behalf of the Lenders to secure the satisfactory performance and payment when due of all the Secured Obligations. Upon payment in full of such Secured Obligations, other than contingent indemnification obligations for which no claim has been made, Grantee shall promptly execute, acknowledge and deliver to the Grantor[s], all reasonably requested instruments in writing releasing the security interest in the Intellectual Property acquired under this Confirmatory Grant.
3) Interpretation. This Confirmatory Grant and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Confirmatory Grant shall be governed by, and construed in accordance with, the law of the State of New York. The rights and remedies of Grantee with respect to the security interest granted herein are without prejudice to and are in addition to those set forth in the Guarantee and Collateral Agreement and the other Loan Documents, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Confirmatory Grant are deemed to conflict with the Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall govern.
4) Recordation. The parties authorize the [directors of][Commissioner of] the [United States Copyright Office] [and] [the United States Patent and Trademark Office] to record this Confirmatory Grant.
[Signature Pages Follow]
3 |
IN WITNESS WHEREOF, the parties hereto have executed this Confirmatory Grant effective as of the date first written above.
DEX MEDIA HOLDINGS, INC., | ||
as a Grantor | ||
By: | ||
Name: | ||
Title: | ||
DEX MEDIA, INC., | ||
as a Grantor | ||
By: | ||
Name: | ||
Title: |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantee | ||
By: | ||
Name: | ||
Title: |
Exhibit A
SCHEDULE OF U.S. COPYRIGHTS
Claimant | Directory Name | State | TX Number | |||
Exhibit B
SCHEDULE OF U.S. TRADEMARKS
Owner | Jurisdiction | Mark | Reg. No. | Serial No. | ||||
Exhibit C
SCHEDULE OF U.S. PATENTS
Owner | Country |
Patent or App
Number |
Patent Title | |||
EXHIBIT B
[FORM OF GUARANTEE ASSUMPTION AGREEMENT]
GUARANTEE ASSUMPTION AGREEMENT, dated as of [ ] [ ], [ ], by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR[S]], a [ ] ([the][each, an] “Additional Subsidiary Guarantor”), in favor of Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Dex Media Holdings, Inc., a Delaware corporation (“Holdings”) and Dex Media, Inc., a Delaware corporation (the “Borrower”) are parties to a [Second] Amended and Restated Credit Agreement, dated as of December [ ], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned to such terms in the Credit Agreement). In connection with the Credit Agreement, Holdings, the Borrower and the Subsidiary Guarantors and the Administrative Agent are parties to a [Second] Amended and Restated Guarantee and Collateral Agreement, dated as of December [__], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”).
Pursuant to Section 7.12 of the Guarantee and Collateral Agreement, [the][each] Additional Subsidiary Guarantor hereby agrees to become a “Guarantor” for all purposes of the Credit Agreement and Guarantee and Collateral Agreement (and hereby supplements each of the Annexes to the Guarantee and Collateral Agreement in the manner specified in Appendix A hereto). Without limiting the foregoing, [the] [each] Additional Subsidiary Guarantor hereby:
(a) jointly and severally with the other Subsidiary Guarantors, guarantees to each Secured Party and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 2.01 of the Guarantee and Collateral Agreement) in the same manner and to the same extent as is provided in Section 2 of the Guarantee and Collateral Agreement;
(b) as collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration, by liquidation or otherwise) of the Secured Obligations, pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under the Collateral (excluding, for the avoidance of doubt, any Excluded Property), in each case, whether tangible or intangible, wherever located, and whether now owned by it or hereafter acquired and whether now existing or hereafter coming into existence, in the same manner and to the same extent as is provided in Section 4 of the Guarantee and Collateral Agreement; and
(c) makes the representations and warranties set forth in Article III of the Credit Agreement and in Section 3 of the Guarantee and Collateral Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Loan Documents included reference to this Agreement.
[The] [Each] Additional Subsidiary Guarantor hereby instructs its counsel to deliver any opinions to the Secured Parties as and to the extent required under the Loan Documents to be delivered in connection with the execution and delivery hereof.
This Guarantee Assumption Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Guarantee Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
[Signature Page Follows]
- 2 - |
IN WITNESS WHEREOF, [the][each] Additional Subsidiary Guarantor has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.
[NAME OF ADDITIONAL SUBSIDIARY GUARANTOR] | ||
By | ||
Title: |
Accepted and agreed: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as Administrative Agent | ||
By | ||
Title: |
- 3 - |
Appendix A
SUPPLEMENT[S] TO ANNEX[ES] TO GUARANTEE AND COLLATERAL AGREEMENT
Supplement to Annex 1:
[to be completed]
[Supplement to Annex 2:
[to be completed]
Supplement to Annex 3:
[to be completed]
Supplement to Annex 4:
[to be completed]
Supplement to Annex 5:
[to be completed]
Supplement to Annex 6:
[to be completed]
Supplement to Annex 7:
[to be completed]
EXHIBIT C-1
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Not Partnerships For
U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc., a Delaware corporation (the “Borrower”), Dex Media Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8BEN or Form W-8BEN-E changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent.
[NAME OF LENDER] | ||
By: | ||
Name: | ||
Title: |
Date: , 20
EXHIBIT C-2
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Participants That Are Not Partnerships For
U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc., a Delaware corporation (the “Borrower”), Dex Media Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8BEN or Form W-8BEN-E changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent.
[NAME OF PARTICIPANT]
By: | ||
Name: | ||
Title: |
Date: , 20
EXHIBIT C-3
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Participants That Are Partnerships For
U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc., a Delaware corporation (the “Borrower”), Dex Media Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members that is a beneficial owner of such participation is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is a beneficial owner of such participation is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is a beneficial owner of such participation is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the conduct of a U.S. trade or business by the undersigned nor any of its partners/members that is a beneficial owner of such participation.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exception: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8IMY, Form W-8BEN or Form W-8BEN-E changes or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent.
[NAME OF PARTICIPANT]
By: | ||
Name: | ||
Title: |
Date: , 20
EXHIBIT C-4
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Credit Agreement dated as of December 31, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc., a Delaware corporation (the “Borrower”), Dex Media Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (iii) with respect to the extension of credit pursuant to the Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members that is a beneficial owner of such Loan(s) is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is a beneficial owner of such Loan(s) is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members that is a beneficial owner of such Loan(s) is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the conduct of a U.S. trade or business by the undersigned nor any of its partners/members that is a beneficial owner of such Loan(s).
The undersigned has furnished, or concurrently herewith furnishes, the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exception: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E, as applicable, from each of such direct or indirect partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate or in such Form W-8IMY, Form W-8BEN or Form W-8BEN-E changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments, or at such times as are reasonably requested by the Borrower or the Administrative Agent.
[NAME OF LENDER]
By: | ||
Name: | ||
Title: |
Date: , 20
Exhibit D
FORM OF PROMISSORY NOTE
Principal Amount: $ | New York, New York |
[ ], 20[ ] |
FOR VALUE RECEIVED, the undersigned, Dex Media, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay [ ], or its registered assigns, (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Loan (as defined in that certain Amended and Restated Credit Agreement dated as of December 31, 2018 among the Borrower, Dex Media Holdings, Inc., a Delaware corporation, (“Holdings”) the lenders party thereto, Wilmington Trust, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) of the Lender to the Borrower. Capitalized terms used herein without definition are used as defined in the Credit Agreement.
(a) The Borrower promises to pay interest on the unpaid principal amount of the Loan from the date of such Loan until such principal amount is paid in full in cash, at the interest rates and at the times in immediately available funds provided in the Credit Agreement.
(b) This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is secured by the Collateral and is entitled to the benefits of the Guarantee and Collateral Agreement and the other Security Documents. Upon the occurrence and continuation of any Event of Default under the Credit Agreement, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.
(c) Loans made by the Lender shall be evidenced by one or more records or accounts maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and all payments made on the Loans; provided that any failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Note.
(d) The Borrower hereby waives diligence, presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure on the part of the holder hereof to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.
DEX MEDIA, INC. |
By: |
Name: |
Title: |
EXHIBIT E
[FORM OF] BORROWING NOTICE
[ ], 2018
Wilmington Trust, National Association,
as Administrative Agent under the
Credit Agreement referred to below
[50 South Sixth Street, Suite 1290
Minneapolis, MN 55402]
Attn: [Jeffrey Rose, Vice President]
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as of December 31, 2018 (as amended, amended and restated, modified and supplemented and in effect from time to time, the “Credit Agreement”), by and among Dex Media Holdings, Inc., a Delaware corporation, (“Holdings”), Dex Media, Inc., a Delaware corporation, (“the Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and Wilmington Trust, National Association, as administrative agent for such lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement.
The Borrower hereby gives you irrevocable notice, pursuant to Section 2.01(b) of the Credit Agreement of its request for Loans (the “Proposed Credit Extension”) under the Credit Agreement and, in that connection, sets forth the following information:
A. The date (which shall be a Business Day) of the Proposed Credit Extension is [ ], 2018 (the “Credit Date”).
B. The aggregate principal amount of the Loans requested hereunder for disbursement on the Credit Date is $[ ].
The undersigned, being a Financial Officer of the Borrower, after due inquiry hereby certifies that on the date hereof and on the Credit Date, both before and after giving effect to the Proposed Credit Extension and any other Loan to be made on or before the Credit Date, no event has occurred and is continuing or would result from the consummation of the Proposed Credit Extension that would constitute a Default or an Event of Default.
[SIGNATURE PAGE FOLLOWS]
Very Truly Yours, | |
DEX MEDIA, INC. |
By: |
Name: |
Title: |
EXHIBIT F
SOLVENCY CERTIFICATE
[ ], 20[__]
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
1. I am the Vice President of Finance of DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”).
2. Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 31, 2018 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Holdings, Dex Media, Inc., a Delaware corporation, (the “Borrower”), the Lenders party thereto from time to time, WILMINGTON TRUST, NATIONAL ASSOCIATION as the Administrative Agent and as the Collateral Agent.
3. I have reviewed the terms of Articles 3 and 4 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.
4. Based upon my review and examination described in paragraph 3 above, I certify, in my capacity as an officer of Holdings and not in any individual capacity, that as of the date hereof, after giving effect to the consummation of the Transactions, the Loan Parties are, on a consolidated basis, Solvent.
[Signature Page Follows]
The foregoing certifications are made and delivered as of the date first written above.
DEX MEDIA HOLDINGS, INC. | ||
Name: | ||
Title: |
EXHIBIT G
CLOSING DATE CERTIFICATE
[ ], 20[__]
THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
1. I am Vice President of Finance of DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”).
2. I have reviewed the terms of Section 4.01 of the Amended and Restated Credit Agreement, dated as of December 31, 2018 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Holdings, Dex Media, Inc. (the “Borrower”), the Lenders party thereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION as the Administrative Agent (the “Agent”), and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.
3. Based upon my review and examination described in Paragraph 2 above, I certify, in my capacity as an officer of Holdings and not in any individual capacity, on behalf of Holdings and the Borrower, that as of the date hereof:
(i) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except to the extent already qualified as to materiality in which case such representations and warranties shall be true in all respects) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent already qualified as to materiality in which case such representations and warranties shall be true in all respects) on and as of such earlier date).
(ii) No Default or Event of Default has occurred and is continuing as of the date hereof.
(iii) There is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (x) have a material adverse effect on the business, assets, properties, liabilities (actual and contingent), operations or condition (financial or otherwise) of the Loan Parties and their respective Subsidiaries, taken as a whole, (y) adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents or (z) adversely affect the rights and remedies of the Agent or the Lenders under the Loan Documents.
4. Attached as Annex A hereto is a fully executed copy of that certain consent letter agreement, dated as of the date hereof, by and among Wells Fargo Bank, National Association, the Administrative Agent, Holdings and the Borrower, and any documents executed in connection therewith and I have reviewed the terms of each of such documents and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred to in paragraph 3.
5. Attached hereto as Annex B are the Historical Financial Statements, which fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
[Signature Page Follows]
The foregoing certifications are made and delivered as of the first date written above.
Name: | ||
Title: |
Exhibit 4.8
Execution Version
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation (“Borrower”), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation (“Holdings”), and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.
RECITALS
Borrower, Holdings, Wilmington Trust, National Association, as administrative agent for each Secured Party (the “Administrative Agent”), and the Lenders from time to time party thereto are parties to that certain Amended and Restated Credit Agreement, dated as of December 31, 2018 (as may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and as further amended by this Amendment, the “Amended Credit Agreement”).
Borrower has requested certain amendments be made to the Credit Agreement, which the Lenders party hereto (collectively constituting the Required Lenders) are willing to make pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:
1. Amendments to Credit Agreement. Effective as of the date hereof (the “First Amendment Effective Date”), the Credit Agreement is amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following proviso to the end of the definition of “Borrower’s Excess Cash Flow Amount”:
“; provided, that the Borrower’s Excess Cash Flow Amount for the fiscal quarter ended December 31, 2019 shall be deemed to be $17,423,000.00 and, for the avoidance of doubt, such amount shall be included in the calculation of the Available Amount at all times on or after the First Amendment Effective Date.”
(b) Section 1.1 of the Credit Agreement is hereby amended by adding the following proviso to the end the definition of “Excess Cash Flow”:
“; provided, that the amount of Excess Cash Flow for the fiscal quarter ended December 31, 2019 shall be deemed to be $69,690,000.00.”
(c) Section 1.1 of the Credit Agreement is hereby amended by adding the following proviso to the end of the definition of “Pro Forma Leverage Ratio”:
“; provided that on or prior to March 31, 2020 (x) the Pro Forma Leverage Ratio for the four fiscal quarter period ended December 31, 2019 may, at the election of the Borrower, be calculated using the amount of Total Indebtedness and Consolidated EBITDA set forth in any financial “flash” report then available to the Borrower, whether or not the financial statements for such period have been delivered pursuant to Section 5.01 and (y) for the avoidance of doubt, the acquisition (including any incurrence of Indebtedness in connection therewith) of the entity previously described to the Lenders as “Boomerang” shall not be given pro forma effect for purposes of calculating the Pro Forma Leverage Ratio for the four fiscal quarter period ended December 31, 2019.”
(d) Section 1.1 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definition:
““First Amendment Effective Date” means January 28, 2020.”
(e) Section 2.06(c) of the Credit Agreement is hereby amended by adding the following proviso to the end of the second to last sentence:
“’provided, further, that the amount under this clause (c) that shall be prepaid for the fiscal quarter ended December 31, 2019 shall be deemed to be $52,268,000.00.”
(f) Section 5.01 of the Credit Agreement is hereby amended by adding the following phrase to the end of subclause (d)(xi):
“;provided, that the requirements set forth in this clause (d)(xi) shall not be required in respect of the compliance certificate delivered for the fiscal year ended December 31, 2019.”
2. Representations and Warranties. The Borrower hereby represents and warrants to the Lenders party hereto as of the First Amendment Effective Date that the representations and warranties contained in Article III of the Amended Credit Agreement are correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the First Amendment Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).
3. References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Amended Credit Agreement; and any and all references in the Loan Documents to the Credit Agreement shall be deemed to refer to the Amended Credit Agreement.
4. No Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Loan Document, whether or not known to Administrative Agent and whether or not existing on the date of this Amendment.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which counterparts, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment.
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6. Governing Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
THRYV, INC. | ||
a Delaware corporation | ||
By: | /s/ KJ Christopher | |
Name: KJ Christopher | ||
Title: AVP-Investor Relations, Treasury & Tax | ||
THRYV HOLDINGS, INC. | ||
a Delaware corporation | ||
By: | /s/ KJ Christopher | |
Name: KJ Christopher | ||
Title: AVP-Investor Relations, Treasury & Tax |
Signature page to First Amendment to Amended and Restated Credit Agreement
HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD, | ||
as a Lender | ||
By: HG VORA CAPITAL MANAGEMENT, LLC, | ||
as investment advisor | ||
By: | /s/ Mandy Lam | |
Name: Mandy Lam | ||
Title: Authorized Signatory | ||
DOWNRIVER MASTER FUND SPC LTD., for and on | ||
behalf of its Segregated Portfolio A, | ||
By: HG VORA CAPITAL MANAGEMENT, LLC, | ||
as investment advisor | ||
By: | /s/ Mandy Lam | |
Name: Mandy Lam | ||
Title: Authorized Signatory |
Signature page to First Amendment to Amended and Restated Credit Agreement
Exhibit 4.9
EXECUTION VERSION
SECOND AMENDED AND RESTATED
GUARANTEE AND COLLATERAL AGREEMENT
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent, among others, are parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made and will make certain financial accommodations for the Borrower;
WHEREAS, the Borrower, the Subsidiary Guarantors party thereto and the Administrative Agent are parties to that certain Amended and Restated Guarantee and Collateral Agreement, dated as of June 30, 2017 (as in effect immediately prior to the effectiveness hereof, the “Existing Guarantee and Collateral Agreement”), pursuant to which, among other things, (i) the Subsidiary Guarantors party thereto guaranteed the Guaranteed Obligations (as defined therein) and (ii) the Obligors, as defined thereunder, granted a security interest in the Collateral described in the Existing Guarantee and Collateral Agreement as security for the Secured Obligations (as defined therein);
WHEREAS, the Borrower is a member of an affiliated group of Persons that includes Holdings and the Subsidiary Guarantors;
WHEREAS, Holdings and each Subsidiary Guarantor will derive substantial direct and indirect benefits from the Credit Agreement (which benefits are hereby acknowledged by Holdings and each Subsidiary Guarantor);
WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that Holdings, the Borrower and each Subsidiary Guarantor shall have executed and delivered this Agreement (as hereinafter defined) to the Administrative Agent; and
WHEREAS, to induce the Lenders to enter into the Credit Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors have agreed, subject to the terms hereof, to guarantee the Guaranteed Obligations (as hereinafter defined) and the Obligors have agreed to grant a security interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined).
ACCORDINGLY, in consideration of the agreements set forth herein and in the Credit Agreement, the parties hereto agree that the Existing Guarantee and Collateral Agreement shall be and is hereby amended and restated in its entirety as follows:
Section 1. Definitions, Etc.
1.01 Certain Uniform Commercial Code Terms. As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Farm Products”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Manufactured Home”, “Payment Intangible”, “Proceeds”, “Promissory Note”, “Supporting Obligation” and “Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “Certificated Security”, “Entitlement Holder”, “Financial Asset”, “Instruction”, “Securities Account”, “Security”, “Security Certificate”, “Security Entitlement” and “Uncertificated Security” have the respective meanings set forth in Article 8 of the NYUCC.
1.02 Additional Definitions. In addition, as used herein, in addition to the terms defined in the preamble hereto:
“Agreement” means this Second Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchase or debit card, electronic funds transfer and other cash management arrangements, and to which Holdings or any of its Subsidiaries is a party.
“Cash Management Bank” means (a) any Lender or Affiliate of a Lender that is party to a Cash Management Agreement, (b) any financial institution that is party to a Cash Management Agreement that was a Lender or Affiliate of a Lender on the Closing Date, and (c) any other bank or financial institution that provides services under a Cash Management Agreement that has been designated in writing by the Borrower to the Administrative Agent as a “Cash Management Bank”.
“Cash Management Obligation” means any obligation owed by Holdings or any Subsidiary thereof under any Cash Management Agreement to a Cash Management Bank.
“Collateral” has the meaning assigned to such term in Section 4.
“Collateral Account” has the meaning assigned to such term in Section 5.01.
“Contract” means all written contracts and agreements between any Obligor and any other Person (in each case, whether third party or intercompany) as the same may be amended, extended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, including (i) all rights of any Obligor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect thereto, (iii) all rights of any Obligor to damages arising thereunder and (iv) all rights of any Obligor to terminate and to perform and compel performance of, such contracts and to exercise all remedies thereunder.
“Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired by any Obligor, including each Copyright identified in Annex 3.
“Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto.
“Excluded Accounts” has the meaning assigned to such term in Section 5.
“Excluded Collateral” has the meaning assigned to such term in Section 4.
“Foreign Subsidiary” means (i) a Subsidiary organized under the laws of a jurisdiction located outside the United States of America or (ii) a Subsidiary of any Person described in the foregoing clause (i).
“Government Contract” means any Contract of an Obligor with any governmental authority.
“Government Receivable” means any Receivable of an Obligor pursuant to or in connection with a Government Contract.
“Guaranteed Obligations” has the meaning assigned to such term in Section 2.01.
“Initial Pledged Shares” means the Shares of each Issuer beneficially owned by any Obligor on the date hereof and identified in Annex 2 (Part A).
“Insurance” means all property and casualty insurance policies covering any or all of the Collateral (regardless of whether the Administrative Agent is the loss payee thereof).
“Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to any Obligor with respect to any of the foregoing, in each case whether now or hereafter owned or used; (c) intellectual property rights in all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) intellectual property rights in all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) intellectual property rights in all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; and (f) all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.
“Issuers” means, collectively, (a) the respective Persons identified on Annex 2 (Part A) under the caption “Issuer”, (b) any other Person that shall at any time be a Subsidiary of any Obligor, and (c) the issuer of any equity securities hereafter owned by any Obligor.
“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System of the United States as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“Motor Vehicles” means motor vehicles, tractors, trailers and other like property, if the title thereto is governed by a certificate of title or ownership.
“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.
“Patent Collateral” means all Patents, whether now owned or hereafter acquired by any Obligor, including each Patent identified in Annex 3, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.
“Patents” means all patents and patent applications, including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, all damages and payments for past or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world.
“Pledged Shares” means, collectively, (i) the Initial Pledged Shares and (ii) all other Shares of any Issuer now or hereafter owned by any Obligor, which are required to be Pledged hereunder pursuant to the terms hereof, together in each case with (a) all certificates representing the same, (b) all Shares, securities, moneys or other property representing a dividend on or a distribution or return of capital on or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and (c) without prejudice to any provision of any of the Loan Documents prohibiting any merger or consolidation by an Issuer, all Shares of any successor entity of any such merger or consolidation.
“Receivable” means all Accounts and any other right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance. References herein to Receivables shall include any Supporting Obligation or collateral securing such Receivable.
“Secured Parties” means, collectively, the Lenders, the Cash Management Banks, any Secured Swap Provider and the Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective successors and permitted assigns.
“Secured Obligations” means, collectively, (a) in the case of the Borrower, all Obligations of the Borrower under the Loan Documents and (b) in the case of the Guarantors, all obligations of the Guarantors in respect of their guarantee under Section 2 and other obligations of the Guarantors under the Loan Documents, (c) in the case of each of the foregoing, including all interest thereon and expenses related thereto, in each case, to the extent required to be paid by the Obligors pursuant to the express terms of this Agreement or any other Loan Document, including any interest, fees, premium or expenses accruing or arising after the commencement of any case with respect to the Borrower under the Bankruptcy Code or any other bankruptcy or insolvency law (whether or not such interest, fees, premium or expenses are enforceable, allowed or allowable as a claim in whole or in part in such case), (d) the Cash Management Obligations and (e) the Secured Swap Obligations.
“Secured Swap Obligations” means, any obligations owed by an Obligor to a Secured Swap Provider under a Specified Swap Agreement; provided that the Secured Swap Obligations shall not include any Excluded Swap Obligations.
“Secured Swap Provider” means a Person with whom an Obligor has entered into a Specified Swap Agreement arranged by any Lender or any Affiliate of a Lender and any assignee thereof which is a Lender or Affiliate of a Lender.
“Shares” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
“Specified Swap Agreement” means any Swap Agreement entered into by an Obligor provided or arranged by any Person who was a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into.
“Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired by any Obligor, including each Trademark identified in Annex 3, together, in each case, with the goodwill of the business and product lines connected with the use of, and symbolized by, each such Trademark. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.
“Trademarks” means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout the world.
1.03 Terms Generally. Terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the Credit Agreement), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Exhibits and Annexes shall be construed to refer to Sections of, and Exhibits and Annexes to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, supplemented or otherwise modified from time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but not including” and (h) references to days, months, quarters and years refer to calendar days, months, quarters and years, respectively.
Section 2. Guarantee.
2.01 The Guarantee. The Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and permitted assigns (a) the Obligations, (b) any Secured Swap Obligations and (c) any Cash Management Obligations (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
2.02 Obligations Unconditional. Guaranteed Obligations of the Guarantors under Section 2.01 are primary, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Obligations of the Borrower under the Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment in full of the Obligations), it being the intent of this Section 2.02 that the Guaranteed Obligations of the Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances and shall apply to any and all Guaranteed Obligations now existing or in the future arising. Without limiting the foregoing, each Guarantor agrees that:
(a) Guarantee Absolute. The occurrence of any one or more of the following shall not affect the enforceability of this Agreement in accordance with its terms or affect, limit, reduce, discharge or terminate the liability of the Guarantors hereunder, or the rights, remedies, powers and privileges of any of the Secured Parties, under this Agreement:
(i) at any time or from time to time, without notice to the Guarantors, the time, place or manner for any performance of or compliance with any of the Guaranteed Obligations shall be amended or extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of the Credit Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) any lien or security interest granted to, or in favor of, any Secured Parties as security for any of the Guaranteed Obligations shall be released or shall fail to be perfected;
(v) any application by any of the Secured Parties of the proceeds of any other guaranty of or insurance for any of the Guaranteed Obligations to the payment of any of the Guaranteed Obligations;
(vi) any settlement, compromise, release, liquidation or enforcement by any of the Secured Parties of any of the Guaranteed Obligations;
(vii) the giving by any of the Secured Parties of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of, the Borrower or any other Person, or to any disposition of any Shares by the Borrower or any other Person;
(viii) any proceeding by any of the Secured Parties against the Borrower or any other Person or in respect of any collateral for any of the Guaranteed Obligations, or the exercise by any of the Secured Parties of any of their rights, remedies, powers and privileges under the Loan Documents, regardless of whether any of the Secured Parties shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement;
(ix) the entering into any other transaction or business dealings with the Borrower or any other Person; or
(ix) any combination of the foregoing.
(b) Waiver of Defenses. The enforceability of this Agreement and the liability of the Guarantors and the rights, remedies, powers and privileges of the Secured Parties under this Agreement shall not be affected, limited, reduced, discharged or terminated, and each Guarantor hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising, by reason of:
(i) the illegality, invalidity or unenforceability of any of the Guaranteed Obligations, any Loan Document or any other agreement or instrument whatsoever relating to any of the Guaranteed Obligations;
(ii) any disability or other defense with respect to any of the Guaranteed Obligations, including the effect of any statute of limitations, that may bar the enforcement thereof or the obligations of such Guarantor relating thereto;
(iii) the illegality, invalidity or unenforceability of any other guaranty of or insurance for any of the Guaranteed Obligations or any lack of perfection or continuing perfection or failure of the priority of any Lien on any collateral for any of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any Guarantor with respect to any of the Guaranteed Obligations;
(v) any failure of any of the Secured Parties to marshal assets, to exhaust any collateral for any of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against the Borrower or any other Person, or to take any action whatsoever to mitigate or reduce the liability of any Guarantor under this Agreement, the Secured Parties being under no obligation to take any such action notwithstanding the fact that any of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under any Loan Document;
(vi) any counterclaim, set-off or other claim which the Borrower or any Guarantor has or claims with respect to any of the Guaranteed Obligations;
(vii) any failure of any of the Secured Parties to file or enforce a claim in any bankruptcy, insolvency, reorganization or other proceeding with respect to any Person;
(viii) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of it, or similar proceedings commenced by or against the Borrower or any other Person, including any discharge of, or bar, stay or injunction against collecting, any of the Guaranteed Obligations (or any interest on any of the Guaranteed Obligations) in or as a result of any such proceeding;
(ix) any action taken by any of the Secured Parties that is authorized by this Section 2.02 or otherwise in this Agreement or by any other provision of any Loan Document, or any omission to take any such action; and
(xi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense of payment in full of the Obligations).
(c) Waiver of Set-off and Counterclaim, Etc. Each Guarantor expressly waives, to the fullest extent permitted by law, for the benefit of each of the Secured Parties, any right of set-off and counterclaim with respect to payment of its obligations hereunder, and all diligence, presentment, demand for payment or performance, notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor and all other notices or demands whatsoever, and any requirement that any of the Secured Parties exhaust any right, remedy, power or privilege or proceed against the Borrower under the Credit Agreement or any other Loan Document or any other agreement or instrument referred to herein or therein, or against any other Person, and all notices of acceptance of this Agreement or of the existence, creation, incurring or assumption of new or additional Guaranteed Obligations. Each Guarantor further expressly waives the benefit of any and all statutes of limitation, to the fullest extent permitted by applicable law.
(d) Other Waivers. Each Guarantor expressly waives, to the fullest extent permitted by law, for the benefit of each of the Secured Parties, any right to which it may be entitled:
(i) that the assets of the Borrower first be used, depleted and/or applied in satisfaction of the Guaranteed Obligations prior to any amounts being claimed from or paid by such Guarantor;
(ii) to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against such Guarantor; and
(iii) to have its obligations hereunder be divided among the Guarantors, such that each Guarantor’s obligation would be less than the full amount claimed.
2.03 Reinstatement. The obligations of the Guarantors under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Guarantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy, insolvency or reorganization or otherwise, and the Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable and documented out-of-pocket costs and expenses (including fees of counsel) incurred by the Secured Parties in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law; provided that such indemnity shall not, as to any Secured Party, be available to the extent that such cost and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Secured Party.
2.04 Subrogation. The Guarantors hereby jointly and severally agree that until Payment in Full of the Obligations and the expiration and termination of the Commitments of the Lenders under the Credit Agreement, they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in Section 2.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. All rights and claims arising under this Section 2.04 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Guaranteed Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made). Until the Payment in Full of the Obligations, no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed.
2.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under the Credit Agreement may be declared to be forthwith due and payable as provided in the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided therein) for purposes of Section 2.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.01.
2.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Section 2 constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York Civil Practice Law and Rules Section 3213.
2.07 Continuing Guarantee. The guarantee in this Section 2 is a continuing guarantee and is a guaranty of payment and not merely of collection, and shall apply to all Guaranteed Obligations whenever arising.
2.08 Rights of Contribution. The Guarantors hereby agree, as between themselves, that if any Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Guarantor of any Guaranteed Obligations, then each other Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such Guaranteed Obligations. The payment obligation of a Guarantor to any Excess Funding Guarantor under this Section 2.08 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Section 2 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until Payment in Full of all such Obligations.
For purposes of this Section 2.08, (i) “Excess Funding Guarantor” means, in respect of any Guaranteed Obligations, a Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, for any Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate fair saleable value of all properties of such Guarantor (excluding any Shares of stock or other equity interest of any other Guarantor) exceeds the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder and any obligations of any other Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of the Borrower and all of the Guarantors exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Guarantors hereunder and under the other Loan Documents) of all of the Guarantors, determined (A) with respect to any Guarantor that is a party hereto on the Closing Date, as of the Closing Date, and (B) with respect to any other Guarantor, as of the date such Guarantor becomes a Guarantor hereunder.
2.09 General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 2.01 would otherwise, taking into account the provisions of Section 2.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 2.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Secured Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under this Section 2.09 without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Secured Party hereunder.
2.10 Indemnity by Borrower. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 2.04), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part the Guaranteed Obligations, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
2.11 Payments. All payments by each Guarantor under this Agreement shall be made in Dollars, in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent in the manner specified in the Credit Agreement (including Section 2.12 thereof as it relates to taxes) or as shall otherwise be specified by the Administrative Agent.
Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent for the benefit of the Secured Parties that:
3.01 Non-Reliance. In executing and delivering this Agreement, such Obligor has (i) without reliance on the Administrative Agent or any Lender, or any information received from the Administrative Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Guaranteed Obligations, (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower, (iii) has full and complete access to the Loan Documents and any other documents executed in connection with the Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent or any Lender not embodied herein or any acts heretofore or hereafter taken by the Administrative Agent or any Lender (including any review by the Administrative Agent or any Lender of the affairs of the Borrower).
3.02 Title. Each Obligor is the sole beneficial owner of the Collateral in which it purports to grant a security interest pursuant to Section 4 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person), other than (a) the security interest created or provided for herein, which security interest constitutes, to the extent required by the Intercreditor Agreement, a valid first and prior perfected (with respect to Intellectual Property, if and to the extent required to be perfected pursuant to this Agreement) Lien on the Collateral (subject to Liens permitted by Section 6.02 of the Credit Agreement), and (b) the Liens expressly permitted by Section 6.02 of the Credit Agreement.
3.03 Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of each Obligor as of the date hereof are correctly set forth in Annex 1. Said Annex 1 also correctly specifies for any Obligor that is not a registered organization or is not organized under any State of the United States, (a) the place of business of each Obligor or, if such Obligor has more than one place of business, the location of the chief executive office of such Obligor, or if such Obligor is an individual, the principal residence of such Obligor and (b) each location where any financing statement naming any Obligor as debtor which has not been terminated is currently on file.
3.04 [Reserved]
3.05 Pledged Shares. The Initial Pledged Shares constitute (a) 100% of the issued and outstanding Shares of each Issuer (other than a Foreign Subsidiary) beneficially owned by such Obligor on the date hereof (other than any Shares held in a Securities Account referred to in Annex 4), whether or not registered in the name of such Obligor and (b) in the case of each Issuer that is a Foreign Subsidiary directly owned by an Obligor, (i) 65% of the issued and outstanding Shares of voting stock of such Issuer and (ii) 100% of all other issued and outstanding non-voting Shares of whatever class of such Issuer beneficially owned by such Obligor on the date hereof, in each case, whether or not registered in the name of such Obligor. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Shares and (in the case of any corporate Issuer) the respective class and par value of such Shares, whether such Shares are certificated and the respective number of such Shares (and registered owner thereof) represented by each such certificate.
The Initial Pledged Shares are, and all other Pledged Shares in which such Obligor shall hereafter grant a security interest pursuant to Section 4 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Shares issued by a corporation) and (ii) duly issued and outstanding (in the case of any Shares in any other entity), and none of such Pledged Shares are or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents, or under such organizational instruments).
Subject to the Intercreditor Agreement and Section 5.14 of the Credit Agreement, all certificates, agreements or instruments representing or evidencing the Pledge Shares in existence on the date hereof have been delivered to the Administrative Agent in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Administrative Agent of all such Pledged Shares) the Administrative Agent has a perfected first priority security interest therein to the extent required by the Intercreditor Agreement (subject to Liens permitted by Section 6.02 of the Credit Agreement).
3.06 Promissory Notes, Instruments and Tangible Chattel Paper. Annex 2 (Part B) sets forth a complete and correct list of all Promissory Notes (including any intercompany notes), Instruments and Tangible Chattel Paper held by any Obligor on the date hereof having an aggregate principal amount in excess of $500,000.
3.07 Intellectual Property. Annex 3, set forth under the name of such Obligor a complete and correct list of all Patents, Trademarks and material Copyrights, owned by such Obligor on the date hereof (or, in the case of any supplement to said Annex 3, effecting a pledge thereof, as of the date of such supplement).
Except pursuant to Intellectual Property licenses and other Intellectual Property user agreements entered into by such Obligor in the ordinary course of business, such Obligor has done nothing to authorize or enable any other Person to use any material Copyright, Patent or Trademark listed in said Annex 3 (as so supplemented) and all material registrations listed in said Annex 3 (as so supplemented) are, except as noted therein, in full force and effect.
To such Obligor’s knowledge, (i) except as set forth in said Annex 3 (as supplemented by any supplement effecting a pledge thereof), there is no infringement by others of any right of such Obligor with respect to any Copyright, Patent or Trademark listed in said Annex 3 (as so supplemented), respectively, and (ii) such Obligor is not infringing in any respect upon any Copyright, Patent or Trademark of any other Person and no litigation alleging such infringement are currently pending against such Obligor before any court, and no written claim against such Obligor has been received by such Obligor in the past year, alleging any such violation, except as may be set forth in said Annex 3 (as so supplemented).
Except as set forth on Annex 3, such Obligor does not own any Trademarks registered in the United States of America to which the last sentence of the definition of Trademark Collateral applies.
3.08 Deposit Accounts, Securities Accounts and Commodity Accounts. Annex 4 sets forth a complete and correct list of all Deposit Accounts, Securities Accounts and Commodity Accounts of the Obligors on the date hereof.
3.09 Commercial Tort Claims. Annex 5 sets forth a complete and correct list of all commercial tort claims of the Obligors in existence on the date hereof.
3.10 Letter-of Credit Rights. Annex 6 sets forth a complete and correct list of all letters of credit issued in favor of each Obligor, as beneficiary thereunder, on the date hereof.
3.11 Fair Labor Standards Act. Any goods now or hereafter produced by such Obligor or any of its Subsidiaries included in the Collateral have been and will be produced in compliance in all material respects with the requirements of the Fair Labor Standards Act, as amended.
3.12 Special Collateral. As of the date hereof, none of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) timber to be cut, (5) health care insurance receivables or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material portion of the Collateral consists of Motor Vehicles or other goods subject to a certificate of title statute of any jurisdiction.
3.13 Benefit to Each Obligor. The Obligors are members of an affiliated group of Persons, and the Obligors are engaged in related businesses. The guaranty and surety obligations of each Obligor pursuant to this Agreement reasonably may be expected to benefit, directly or indirectly, it; and each Obligor has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Obligor. Such Obligor has received at least “reasonably equivalent value” (as such phrase is used in Section 548 of the Bankruptcy Code and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Secured Obligations and under any of the Security Documents to which it is a party.
3.14 Credit Agreement Representations. Each Guarantor makes the representations and warranties set forth in Article III of the Credit Agreement as they relate to the Guarantors or to the Loan Documents to which any Guarantor is a party, each of which is hereby incorporated herein by reference, and the Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 3.14, be deemed to be a reference to such Guarantor’s knowledge.
Section 4. Collateral. As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Obligor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided a security interest in all of such Obligor’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 4 being collectively referred to herein as “Collateral”):
(a) all Accounts, Receivables and Receivables Records;
(b) all As-Extracted Collateral; (c) all Chattel Paper;
(d) all Deposit Accounts; (e) all Documents;
(f) all Equipment; (g) all Fixtures;
(h) all General Intangibles;
(i) all Goods not covered by the other clauses of this Section 4;
(j) the Pledged Shares;
(k) all Instruments, including all Promissory Notes;
(l) all Insurance;
(m) all Intellectual Property, all causes of action, claims and warranties in respect thereto;
(n) all Inventory;
(o) all Investment Property, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;
(p) all Letter-of-Credit Rights;
(q) all Money, as defined in Section 1-201(24) of the NYUCC;
(r) all commercial tort claims, as defined in Section 9-102(a)(13) of the NYUCC, arising out of the events described in Annex 5;
(s) all other tangible and intangible personal property whatsoever of such Obligor; and
(t) all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Obligor or any computer bureau or service company from time to time acting for such Obligor),
IT BEING UNDERSTOOD, HOWEVER, that notwithstanding any of the other provisions set forth in this Section 4, this Agreement shall not constitute a grant of a security interest in, and the Collateral shall not include or attach to any (A) lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of its rights or interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Obligor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than to the extent that (a) any such term would be rendered ineffective by Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code or other applicable law as in effect in the relevant jurisdiction, or (b) any consent or waiver has been obtained that would permit Administrative Agent’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and the foregoing exclusions of clauses (a) and (b) shall in no way be construed to limit, impair or otherwise affect Administrative Agent’s continuing security interests in and liens upon any rights or interests of any Obligor in or to (1) monies due or to become due under or in connection with any described lease, license, contract, property rights or agreement or Equity Interests (including any Accounts or Equity Interests), or (2) any proceeds from the sale, license, lease or other dispositions of any such lease, license, contract, property rights or agreement or Equity Interests), (B) assets of any Foreign Subsidiary, (C) security interest created hereby in Shares constituting voting stock of any Issuer that is a Foreign Subsidiary, except for the portion of such voting stock that does not exceed 65% of the aggregate issued and outstanding voting stock of such Issuer that is a Foreign Subsidiary directly owned by an Obligor, (D) property to the extent that the grant of a security interest therein is prohibited by any requirement of law of a Governmental Authority pursuant to such requirement of law, (E) Intellectual Property, including intent-to-use applications, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intellectual property or result in the cancellation or voiding thereof, including without limitation, trademark applications filed on an intent-to-use basis, (F) Excluded Accounts, (G) any Margin Stock and (H) those assets as to which the Required Lenders and the Borrower shall reasonably determine that the costs, burdens or consequences of obtaining or perfecting such security interest are excessive in relation to the value of the security to be afforded thereby (the foregoing clauses (A) through (H), the (“Excluded Collateral”); provided, however, that Excluded Collateral shall not include any (x) asset or property which secures obligations under the ABL Credit Agreement and (y) proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral). Notwithstanding the foregoing, no Obligor shall be required to take any action to perfect any security interest with respect to Motor Vehicles or assets subject to a certificate of title, to the extent that a security interest herein cannot be perfected by a Uniform Commercial Code financing statement.
Section 5. Deposit Accounts; Security Accounts. Subject to Section 5.14 of the Credit Agreement, no Obligor shall establish or maintain a Deposit Account or a Securities Account constituting Collateral for which such Grantor has not delivered to the Administrative Agent a control agreement executed by all parties relevant thereto (each such account a “Collateral Account”); provided, that no Obligor shall be required to enter into control agreements with respect to any Deposit Account or Securities Accounts (i) used (a) solely to fund payroll, 401k and other retirement plans and employee benefits or healthcare benefits, (b) as a withholding tax, trust or fiduciary account and (ii) any other Deposit Account or Security Account that contains no greater than $500,000 individually and $1,000,000 for all accounts excluded pursuant to this clause (ii) at any time outstanding (the foregoing, “Excluded Accounts”).
Section 6. Further Assurances; Remedies. In furtherance of the grant of the security interest pursuant to Section 4, the Obligors hereby jointly and severally agree with the Administrative Agent for the benefit of the Secured Parties as follows:
6.01 Delivery and Other Perfection. Each Obligor shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or which the Required Lenders reasonably indicate are desirable to create, preserve, perfect (with respect to intellectual property, if and to the extent required to be perfected pursuant to this Agreement), maintain the perfection of or validate the security interest granted pursuant hereto in the Collateral or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing shall:
(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are received by such Obligor, promptly (x) deliver to the Administrative Agent the certificates or instruments representing or evidencing the same (if any), duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent or Required Lenders may reasonably request, all of which thereafter shall be held by the Administrative Agent or Required Lenders, pursuant to the terms of this Agreement, as part of the Collateral and (y) take such other action necessary or which the Required Lenders otherwise reasonably request to duly record or otherwise perfect the security interest created hereunder in such Collateral;
(b) promptly from time to time deliver to the Administrative Agent any and all Instruments constituting part of the Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent or Required Lenders may reasonably request; provided, that (other than in the case of the promissory notes described in Annex 2 (Part B)), so long as no Event of Default shall have occurred and be continuing, such Obligor may retain for collection in the ordinary course any Instruments received by such Obligor in the ordinary course of business and the Administrative Agent shall, promptly upon request of such Obligor (through the Borrower), make appropriate arrangements for making any Instrument delivered by such Obligor available to such Obligor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Administrative Agent, against trust receipt or like document);
(c) to the extent otherwise required pursuant to the terms of this Agreement, promptly from time to time enter into such control agreements or consents to assignments of proceeds, each in form and substance reasonably acceptable to the Administrative Agent or Required Lenders, as may be required to perfect the security interest created hereby in any and all Deposit Accounts (other than Excluded Accounts), Investment Property (other than Excluded Accounts) and Letter-of-Credit Rights, and will promptly furnish to the Administrative Agent true copies thereof;
(d) promptly from time to time (i) file with the United States Patent and Trademark Office, and the United States Copyright Office, any Confirmatory Grant of Security Interest in United States Intellectual Property in the form of Exhibit A hereto (the “IP Security Agreement”) required in order to perfect any Lien granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to Section 4 in United States federally registered, issued, or applied for (1) Trademark Collateral, (2) Patent Collateral or (3) Copyright Collateral and (ii) deliver to the Administrative Agent evidence of such filing(s); and
(e) keep books and records relating to the Collateral, which are complete and accurate in all material respects, and stamp or otherwise mark such books and records in such manner as the Administrative Agent or Required Lenders may reasonably require in order to reflect the security interests granted by this Agreement.
6.02 Other Financing Statements or Control. Except as otherwise permitted under the Credit Agreement, no Obligor shall (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Secured Parties, other than in each case with respect to Liens permitted pursuant to Section 6.02 of the Credit Agreement, or (b) cause or permit any Person other than the Administrative Agent to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) of any Deposit Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.
6.03 Preservation of Rights. The Administrative Agent shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.
6.04 Special Provisions Relating to Certain Collateral.
(a) Pledged Shares.
(i) The Obligors will cause the Pledged Shares to constitute at all times (1) 100% of the total number of Shares of each Issuer other than a Foreign Subsidiary then outstanding owned by the Obligors and (2) in the case of any Issuer that is a Foreign Subsidiary directly owned by an Obligor, 65% of the total number of Shares of voting stock of such Issuer and 100% of the total number of non-voting Shares then issued and outstanding owned by the Obligors.
(ii) So long as no Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein, provided, that the Obligors jointly and severally agree that they will not vote the Pledged Shares in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 6.04(a)(ii).
(iii) Unless and until an Event of Default shall have occurred and be continuing, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Shares paid in cash out of earned surplus.
(iv) If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it in a Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent or Required Lenders shall so request in writing, the Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end; provided, that if such Event of Default is cured or waived, any such dividend or distribution theretofore paid to the Administrative Agent or Required Lenders shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent (at the direction of the Required Lenders) to the Obligors.
(v) Each Obligor hereby expressly authorizes and instructs each Issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Obligor, and such Obligor agrees that such Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Shares directly to the Administrative Agent for the benefit of the Secured Parties.
(b) Intellectual Property.
(i) For the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 6.05 at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Obligor hereby grants to the Administrative Agent, to the extent licensable and effect only during such time as the Administrative Agent is so entitled to exercise such rights and remedies, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Obligor) to use, assign, license or sublicense any of the Intellectual Property (with respect to Trademarks, subject to reasonable quality control in favor of such Grantor) now owned or hereafter acquired by such Obligor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.
(ii) Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Credit Agreement that limit the rights of the Obligors to dispose of their property, so long as no Event of Default shall have occurred and be continuing, the Obligors will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of business of the Obligors. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall from time to time, upon the request of the respective Obligor (through the Borrower), execute and deliver any instruments, certificates or other documents, in the form so requested, that such Obligor (through the Borrower) believes are appropriate in its judgment to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Intellectual Property). Further, upon the Payment in Full of the Obligations or release of the Collateral, the license granted pursuant to clause (i) immediately above shall automatically terminate. The exercise of rights and remedies under Section 6.05 by the Administrative Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Obligors in accordance with the first sentence of this clause (ii).
(iii) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Obligor shall be required to make any applications or filings or take any actions to record or perfect any Lien with respect to any Intellectual Property not governed under the Laws of the United States.
(c) Chattel Paper. The Obligors will (i) deliver to the Administrative Agent each original of each item of Chattel Paper with a value in excess of $100,000 at any time constituting part of the Collateral, and (ii) cause each such original and each copy thereof to bear a conspicuous legend, in form and substance reasonably satisfactory to the Required Lenders, indicating that such Chattel Paper is subject to the security interest granted hereby and that purchase of such Chattel Paper by a Person other than the Administrative Agent without the consent of the Administrative Agent would violate the rights of the Administrative Agent.
6.05 Remedies.
(a) Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing:
(i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;
(ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;
(iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);
(iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct;
(v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations;
(vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and
(vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.
The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.
(b) Certain Securities Act Limitations. The Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable federal, foreign or state securities laws, or otherwise, the Administrative Agent may determine that a public sale is impracticable, not desirable or not commercially reasonable and may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for a public sale.
(c) Other Acts. Each Obligor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary or otherwise reasonably requested by the Administrative Agent or the Required Lenders to make such sale or sales of all or any portion of the Pledged Shares pursuant to this Section 6.05 valid and binding and in compliance with all other applicable legal requirements. Each Obligor further agrees that a breach of any covenant contained in this Section 6.05 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.05 shall be specifically enforceable against such Obligor, and such Obligor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.
(d) Credit Bidding. The Administrative Agent may, upon the direction of the Required Lenders, or any Lender may purchase, in any public or private sale conducted under the provisions of the Uniform Commercial Code (including pursuant to sections 9-610 and 9-620 of the Uniform Commercial Code), the provisions of the Bankruptcy Code (including pursuant to section 363 of the Bankruptcy Code) or at any sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law, all or any portion of the Collateral. The Obligors and the Secured Parties hereby irrevocably authorize Administrative Agent, upon the written Consent of the Required Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code or any similar laws in any other jurisdictions to which a Obligor is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of)
Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid and purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Secured Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Secured Obligations credit bid in relation to the aggregate amount of Secured Obligations so credit bid) in the asset or assets so purchased (or in the equity interests of the acquisition vehicle or vehicles that are used to consummate such purchase).
In connection with any such credit bid (i) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) may form one or more acquisition vehicles and assign any successful credit bid to such acquisition vehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) may adopt documents providing for the governance of the acquisition vehicle or vehicles (provided, that any actions by any Secured Party with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in the Credit Agreement), (iv) the Administrative Agent (in its sole discretion) or another Secured Party (with the consent or at the direction of the Required Lenders) on behalf of such acquisition vehicle or vehicles may issue to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
(e) Notice. The Obligors agree that to the extent the Administrative Agent is required by applicable law to give reasonable prior notice of any sale or other disposition of any Collateral, ten (10) Business Days’ notice shall be deemed to constitute reasonable prior notice.
6.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 6.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made), the Obligors shall remain liable for any deficiency.
6.07 Locations; Names, Etc. Following delivery of any notice required by Section 5.03(a) of the Credit Agreement, the relevant Obligor shall as promptly as practicable (and in any event, within 5 Business Days (or such later time as may be reasonably agreed to by the Administrative Agent) make all filings required under the UCC or other applicable law and take all other actions necessary or otherwise reasonably requested by the Administrative Agent or the Required Lenders to ensure that the Agent shall continue at all times following such change to have (subject to the Intercreditor Agreement and applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) a valid, legal, enforceable and perfected first priority security interest in such Collateral for its benefit and the benefit of the other Secured Parties. Without at least thirty (30) days’ prior written notice to the Administrative Agent, no Obligor shall agree to or authorize any modification of the terms of any item of Collateral that would result in a change thereof from one Uniform Commercial Code category to another such category (such as from a General Intangible to Investment Property), if the effect of any such change described in this clause (iii) would be to result in a loss of perfection of, or diminution of priority for, the security interests created hereunder in such item of Collateral, or the loss of control (within the meaning of Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) over such item of Collateral.
6.08 Private Sale. The Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 6.05 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree.
6.09 Application of Proceeds. Subject to the Intercreditor Agreement, except as otherwise herein expressly provided and except as provided below in this Section 6.09, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under Section 5 or this Section 6, shall be applied by the Administrative Agent:
First, to the payment of the costs and expenses of such collection, sale or other realization, including the reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the fees and expenses of its agents and counsel, all outstanding fees under the Agent Fee Letter, and all expenses incurred and advances made by the Administrative Agent in connection therewith as and to the extent required by Section 7.04;
Next, to the payment in full of the Secured Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing or as the Secured Parties holding the same may otherwise agree; and
Finally, to the payment to the respective Obligor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.
6.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent is hereby appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Section 6 and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 6 to make collections in respect of the Collateral, the Administrative Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Obligor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
6.11 Perfection and Recordation. Each Obligor authorizes the Administrative Agent to file (a) Uniform Commercial Code financing statements describing the Collateral as “all assets” or “all personal property and fixtures” of such Obligor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 4); and (b) any IP Security Agreement required in order to perfect any Lien granted pursuant to Section 4 in (1) Trademark Collateral, (2) Patent Collateral or (3) Copyright Collateral, respectively.
6.12 Termination. When all of the Obligations shall have been Paid in Full, this Agreement and all obligations (other than those expressly stated to survive the termination of this Agreement) of the Administrative Agent and each Obligor hereunder shall automatically terminate and the Liens created hereby shall automatically be released, and the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the respective Obligor and to be released and canceled all licenses and rights referred to in Section 6.04(b). The Administrative Agent shall also, at the expense of such Obligor, execute and deliver to the respective Obligor upon such termination such Uniform Commercial Code termination statements, and such other documentation as shall be reasonably requested by the respective Obligor to effect the termination and release of the Liens on the Collateral as required by this Section 6.12.
6.13 Further Assurances. Each Obligor agrees that, from time to time upon the reasonable written request of the Administrative Agent or Required Lenders, such Obligor will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement. Any Lien covering any asset that has been disposed of in accordance with the Credit Agreement or that has been disposed of with the consent of the Required Lenders under the Credit Agreement shall be automatically released, without delivery of any further document, and Administrative Agent shall, at the expense of the applicable Obligor, execute and deliver to such Obligor such documentation as such Obligor shall reasonably request to evidence such release.
6.14 Marshalling. The provisions of this Agreement may be enforced by the Administrative Agent from time to time against any or all of the Obligors as often as an occasion therefor may arise and without any requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against any other Obligor or to exhaust any remedies available to it against any other Obligor or to resort to any other source or means of obtaining payment of any of the Secured Obligations or to elect any other remedy.
Section 7. Miscellaneous.
7.01 Notices. All notices, requests, consents and demands hereunder shall be in writing and delivered to the intended recipient at such address as shall be designated by such party in a notice to each other party or, in the case of the Borrower or the Administrative Agent, pursuant to Section 9.01 of the Credit Agreement. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given transmitted by telecopier, electronic transmission or personally delivered or, in the case of a mailed notice or notice sent by electronic transmission, upon receipt, in each case, given or addressed as aforesaid.
7.02 No Waiver. No failure on the part of any Secured Party to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.
7.03 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Obligor and the Administrative Agent (with the consent of the Lenders as specified in Section 9.02 of the Credit Agreement). Any such amendment or waiver shall be binding upon the Secured Parties and each Obligor.
7.04 Expenses; Indemnification.
(a) The Obligors jointly and severally agree to reimburse each of the Secured Parties for all reasonable and documented out-of-pocket expenses incurred by them as and to the extent required by Section 9.03(a) of the Credit Agreement and (ii) the enforcement of this Section 7.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 4.
(b) Each Obligor agrees to pay, and to hold the Administrative Agent and each other Secured Party harmless from, any and all losses, claims, damages, liabilities and related expenses as and to the extent required by Section 9.03(b) of the Credit Agreement.
(c) The agreements in this Section 7.04 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.
7.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each Obligor and the Secured Parties (provided, that no Obligor shall assign or transfer its rights or obligations hereunder without the prior written consent of the Required Lenders or the Administrative Agent).
7.06 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
7.07 Governing Law; Submission to Jurisdiction; Etc.
(a) Governing Law. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
(b) Submission to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding to enforce its rights in the Collateral.
(c) Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(e) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
7.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
7.08 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.
7.10 Agents and Attorneys-in-Fact. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.
7.11 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
7.12 Additional Subsidiary Guarantors. As contemplated by Section 5.11 of the Credit Agreement, certain Subsidiaries of Holdings formed or acquired after the date hereof, or certain other Subsidiaries not then a party hereto, may be required to become a “Guarantor” under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Guarantee Assumption Agreement.
7.15 Set-Off. If an Obligor shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held (other than deposits held in any account used (a) solely to fund payroll, 401k and other retirement plans and employee benefits or healthcare benefits and (b) as a withholding tax, trust or fiduciary account) and other obligations at any time owing by such Lender or such Affiliate to or for the credit or the account of such Obligor against any and all of the obligations of such Obligor now or hereafter existing under this Agreement or any other Loan Document to which such Obligor is a party to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document to which such Obligor is a party and although such obligations of such Obligor may be unmatured or contingent or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section 7.15 are in addition to other rights and remedies (including other rights of set-off) that such Lender and its Affiliates may have.
7.16. Entire Agreement. This Agreement, the Intercreditor Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
7.17. Intercreditor Agreement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) the security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent with respect to any Collateral hereunder are subject the provisions of the Intercreditor Agreement then in effect, (ii) the delivery of any Collateral to the ABL Agent (as defined in the Intercreditor Agreement) pursuant to the Intercreditor Agreement shall satisfy any obligation of any Obligor under any Loan Document to deliver any such Collateral to the Administrative Agent and (iii) in the event of any conflict between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall govern and control.
7.18. Effect of Amendment and Restatement. As of the date hereof, this Agreement shall amend, and restate as amended, the Existing Guarantee and Collateral Agreement, but shall not constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the grant of security and representations and warranties made thereunder), except as such rights or obligations have been expanded hereby. The Existing Guarantee and Collateral Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Guarantee and Collateral Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Guarantee and Collateral Agreement contained herein were set forth in an amendment to the Existing Guarantee and Collateral Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Guarantee and Collateral Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. For the avoidance of doubt, the parties are entering into this Agreement in order to expand the collateral granted under the Existing Guarantee and Collateral Agreement and nothing in this Agreement shall (or shall be deemed to) invalidate or otherwise adversely affect in any manner any existing grant made under the Existing Guarantee and Collateral Agreement, all of which shall remain in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the day and year first above written.
DEX MEDIA HOLDINGS, INC. DEX MEDIA, INC. |
||
By: | ||
Name: | Nicholas Haughey | |
Title: | Vice President of Finance |
[Signature Page to Guarantee and Collateral Agreement]
WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent | |||
By: | |||
Name: | Jeffery Rose | ||
Title: | Vice President |
[Signature Page to Guarantee and Collateral Agreement]
GUARANTEE AND COLLATERAL AGREEMENT
ANNEX 1
FILING DETAILS
Legal Name
of Company |
Type of
Organization |
Other legal
names and dates of change |
Changes in
identity or corporate structure in past five years |
Jurisdiction
of Organization |
Organizational
Identification Number |
Place(s) of Business |
Dex Media Holdings, Inc. | Corporation |
Newdex, Inc. to Dex Media, Inc. on 4/30/13 Dex Media, Inc. to
Dex Media Holdings, Inc. on 12/30/16 |
None. | Delaware | 5200389 |
2200 West Airfield Dr.
D/FW Airport, Texas 75261 |
Dex Media, Inc. | Corporation | R.H. Donnelley Inc. to Dex Media, Inc. on 12/30/16 | Merger Dex One Digital, Inc. with and into R.H. Donnelley Inc. on 7/29/16 | Delaware | 571219 | 2200 West Airfield Dr. D/FW Airport, Texas 75261 |
Annex 1 to Guarantee and Collateral Agreement
- 2 -
Merger R.H. Donnelley Corporation with and into R.H. Donnelley Inc. on 7/29/2016
Merger Oliver Merger Sub LLC with and into R.H. Donnelley Inc. on 12/30/16
Merger Dex Media Service LLC with and into R.H. Donnelley Inc. on 12/30/16
Merger R.H. Donnelley APIL, Inc. into R.H. Donnelley Inc. on 12/30/16 |
Annex 1 to Guarantee and Collateral Agreement
- 3 -
Change of Name R.H. Donnelley Inc. to Dex Media, Inc. on 12/30/16
Merger Cerberus YP Blocker LLC and Cerberus YP Digital Blocker LLC with and into Dex Media, Inc, on 12/31/17
Merger YP Intermediate Holdings Corp. with and into Dex Media Inc. on 12/31/17
|
Annex 1 to Guarantee and Collateral Agreement
- 4 -
Merger YP Holdings LLC and Print Media LLC with and into Dex Media, Inc. on 12/31/17
|
ACQUISITION OF EQUITY INTERESTS OR ASSETS OF AN ENTITY
Date of
|
Legal Name of Entity |
Entity Type
of Organization |
Entity
Jurisdiction of Organization |
Entity
Organizational Identification Number |
6/30/17 | Cerberus YP Digital Blocker LLC, Cerberus YP Blocker LLC, YP Holdings LLC, Print Media Holdings LLC, YP Intermediate Holdings Corp., Cerberus YP Investor LLC | Each a limited liability company | Delaware |
n/a
|
Annex 1 to Guarantee and Collateral Agreement
ANNEX 2
PLEDGED SHARES AND PROMISSORY NOTES, INSTRUMENTS
AND TANGIBLE CHATTEL PAPER
Pledged Shares
Grantor | Share Isuer | Class of Shares |
Certificated
(Y/N) |
Share
Certificate No. |
Par
Value |
No. of
Pledged Share |
Percentage
of Outstanding Share of the Issuer |
Dex Media Holdings, Inc. |
Dex Media, Inc. | Common stock | Y | 6 | $0.01 | 3000 | 100% |
Promissory Notes
None.
Chattel Paper
None.
Annex 2 to Guarantee and Collateral Agreement
ANNEX 3
COPYRIGHTS, COPYRIGHT REGISTRATIONS AND APPLICATIONS FOR COPYRIGHT REGISTRATIONS
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Albuquerque, NM, and surrounding area, telephone directory, use through December 2003. | Text | TX0005666357 | 1/16/2003 | Dex Media East, LLC |
Rio Rancho, NM, Albuquerque west area telephone directory, use through December 2003. | Text | TX0005666047 | 1/16/2003 | Dex Media East, LLC |
Ames, IA, Story County, area, telephone directory, use through November 2003. | Text | TX0005698014 | 2/6/2003 | Dex Media, Inc. |
Bismarck, ND, Mandan yellow pages telephone directory, use through December 2003. | Text | TX0005706440 | 2/6/2003 | Dex Media, Inc. |
Boone, IA, yellow pages telephone directory, use through November 2003. | Text | TX0005697256 | 2/6/2003 | Dex Media, Inc. |
Boulder, CO, telephone directory, use through December 2003. | Text | TX0005666559 | 2/6/2003 | Dex Media, Inc. |
Brighton, FL, yellow pages telephone directory, use through Decembr 2003. | Text | TX0005697254 | 2/6/2003 | Dex Media, Inc. |
Castle Rock, CO, telephone directory, 2002-2003. | Text | TX0005706460 | 2/6/2003 | Dex Media, Inc. |
Colorado Springs, CO, and the Pikes Peak region, telephone directory, use through December 2003. | Text | TX0005690003 | 2/6/2003 | Dex Media, Inc. |
Evergreen, CO, telephone directory, use through December 2003. | Text | TX0005706469 | 2/6/2003 | Dex Media, Inc. |
Fort Collins, CO, and surrounding area, telephone directory, use through December 2003. | Text | TX0005690001 | 2/6/2003 | Dex Media, Inc. |
Glacial Lakes area, MN & SD, telephone directory, use through December 2003. | Text | TX0005706473 | 2/6/2003 | Dex Media, Inc. |
Iowa City, IA, and surrounding area yellow pages telephone directory, use through November 2003. | Text | TX0005706462 | 2/6/2003 | Dex Media, Inc. |
Laramie, WY, Rock River telephone directory, use through December 2003. | Text | TX0005706472 | 2/6/2003 | Dex Media, Inc. |
Metro Denver, CO, A-Z telephone directory, use through December 2003. | Text | TX0005690004 | 2/6/2003 | Dex Media, Inc. |
Minnesota southwest yellow pages telephone directory, use through December 2003. | Text | TX0005706439 | 2/6/2003 | Dex Media, Inc. |
Northwest suburban area, MN, telephone directory, use through February 2004. | Text | TX0005743234 | 5/2/2003 | Dex Media, Inc. |
Shenandoah, IA, Red Oak, yellow pages telephone directory, use through November 2003. | Text | TX0005697255 | 2/6/2003 | Dex Media, Inc. |
Vail, CO, Summit County, Leadville yellow pages telephone directory, use through November 2003. | Text | TX0005706461 | 2/6/2003 | Dex Media, Inc. |
Webster City, IA, Clarion, Eagle Grove yellow pages telephone directory, use through December 2003. | Text | TX0005697257 | 2/6/2003 | Dex Media, Inc. |
Webster City, IA, Clarion, Eagle Grove yellow pages telephone directory, use through December 2004. | Text | TX0006088024 | 4/30/2004 | Dex Media, Inc. |
Aberdeen, SD, telephone directory, use through September 2004. | Text | TX0005898266 | 2/9/2004 | Dex Media, Inc. |
Alamogordo, NM, telephone directory, April 2003-04. | Text | TX0005735112 | 4/22/2003 | Dex Media, Inc. |
Alamosa, CO, and surrounding area, telephone directory, use through June 2004. | Text | TX0005757251 | 8/13/2003 | Dex Media, Inc. |
Albany, OR, and surrounding area, telephone directory, use through 2004. | Text | TX0005880087 | 1/27/2004 | Dex Media, Inc. |
Albert Lea, MN, Austin, telephone directory, use through June 2004. | Text | TX0005757257 | 8/13/2003 | Dex Media, Inc. |
Albuquerque, NM, and surrounding area, telephone directory, use through 2004. | Text | TX0005880093 | 1/27/2004 | Dex Media, Inc. |
Algona, IA, Humboldt and surrounding area telephone directory, use through April 2004. | Text | TX0005716190 | 5/9/2003 | Dex Media, Inc. |
Alliance, NE, Chadron telephone directory, use through February 2004. | Text | TX0005717501 | 5/2/2003 | Dex Media, Inc. |
Ames, IA, Story county area telephone directory, use through November 2004. | Text | TX0005898264 | 2/9/2004 | Dex Media, Inc. |
Artesia, NM, Cottonwood, Hope, & others, telephone directory, use through June 2004. | Text | TX0005740709 | 7/3/2003 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Arvada, CO, Broomfield, Westminster telephone directory, use through June 2004. | Text | TX0005824944 | 8/13/2003 | Dex Media, Inc. |
Aspen, CO, Glenwood Springs, telephone directory, use through October 2004. | Text | TX0005902319 | 2/11/2004 | Dex Media, Inc. |
Atlantic, IA and surrounding area telephone directory, use through February 2004. | Text | TX0005714057 | 5/2/2003 | Dex Media, Inc. |
Aurora, CO, Montbello, DIA telephone directory, use through June 2004. | Text | TX0005824942 | 8/13/2003 | Dex Media, Inc. |
Belen, NM, telephone directory, use through June 2004. | Text | TX0005743939 | 6/12/2003 | Dex Media, Inc. |
Bemidji, MN, telephone directory, use through July 2004. | Text | TX0005773115 | 8/13/2003 | Dex Media, Inc. |
Billings, MT, and southeastern Montana telephone directory, use through December 2004. | Text | TX0005882543 | 2/18/2004 | Dex Media, Inc. |
Bismarck, ND, Mandan telephone directory, use through December 2004. | Text | TX0005953971 | 4/30/2004 | Dex Media, Inc. |
Boone, IA, telephone directory, use through November 2004. | Text | TX0005898267 | 2/9/2004 | Dex Media, Inc. |
Boulder, CO, telephone directory, use through December 2004. | Text | TX0005900228 | 2/20/2004 | Dex Media, Inc. |
Brainerd Lakes, MN, telephone directory, use through June 2004. | Text | TX0005812840 | 8/13/2003 | Dex Media, Inc. |
Buena Vista, CO, Fairplay-Alma, Salida, telephone directory, use through May 2004. | Text | TX0005812837 | 8/13/2003 | Dex Media, Inc. |
Buffalo, MN, Big Lake, Monticello telephone directory, use through November 2004. | Text | TX0005898260 | 2/11/2004 | Dex Media, Inc. |
Burlington, IA, Mt. Pleasant telephone directory, use through April 2004. | Text | TX0005714054 | 5/2/2003 | Dex Media, Inc. |
Canon City, CO, Florence, Hillside & others, telephone directory, use through May 2004. | Text | TX0005812838 | 8/13/2003 | Dex Media, Inc. |
Carroll, IA, Glidden, Halbur, Ralston telephone directory, use through January 2004. | Text | TX0005716191 | 5/9/2003 | Dex Media, Inc. |
Cedar Rapids, IA, and surrounding area, telephone directory, use through March 2004. | Text | TX0005745803 | 5/2/2003 | Dex Media, Inc. |
Centralia, WA, Chehalis, telephone directory, use through January 2004. | Text | TX0005893998 | 1/27/2004 | Dex Media, Inc. |
Chisholm, MN, Hibbing telephone directory, use through September 2004. | Text | TX0005898257 | 2/11/2004 | Dex Media, Inc. |
Clark County, WA, Vancouver telephone directory, use through December 2004. | Text | TX0005890152 | 2/18/2004 | Dex Media, Inc. |
Clifton, AZ, Safford, telephone directory, use through November 2004. | Text | TX0005888107 | 1/27/2004 | Dex Media, Inc. |
Clinton, IL, Camanche, Maquoketa telephone directory, use through April 2004. | Text | TX0005714052 | 5/2/2003 | Dex Media, Inc. |
Cloquet, MN, Barnum, Carlton, Moose Lake, telephone directory, use through June 2004. | Text | TX0005757258 | 8/13/2003 | Dex Media, Inc. |
Clovis, NM, Portales, telephone directory, use through March 2004. | Text | TX0005719242 | 4/8/2003 | Dex Media, Inc. |
Corvallis, OR, and surrounding area, telephone directory, use through 2004. | Text | TX0005880086 | 1/27/2004 | Dex Media, Inc. |
Council Bluffs, IA, telephone directory, use through June 2004. | Text | TX0005757256 | 8/13/2003 | Dex Media, Inc. |
Craig, CO, Steamboat Springs telephone directory, use through August 2004. | Text | TX0005900224 | 2/20/2004 | Dex Media, Inc. |
Decorah, IA, Elkader telephone directory, use through January 2004. | Text | TX0005714059 | 5/2/2003 | Dex Media, Inc. |
Denver, CO, central telephone directory, use through June 2004. | Text | TX0005824940 | 8/14/2003 | Dex Media, Inc. |
Des Moines, IA, and surrounding area telephone directory, use through November 2004. | Text | TX0005951331 | 4/30/2004 | Dex Media, Inc. |
Detroit Lakes, MN telephone directory, use through May 2004. | Text | TX0005802971 | 8/13/2003 | Dex Media, Inc. |
Dickinson, ND telephone directory, use through February 2004. | Text | TX0005714056 | 5/2/2003 | Dex Media, Inc. |
Dubuque, IA, telephone directory, use through September 2004. | Text | TX0005900226 | 2/20/2004 | Dex Media, Inc. |
Durango, CO, Cortez telephone directory, use through May 2004. | Text | TX0005802977 | 8/13/2003 | Dex Media, Inc. |
East Central Minnesota, telephone directory, use through April 2004. | Text | TX0005716192 | 5/9/2003 | Dex Media, Inc. |
Eastern Montana, telephone directory, use through December 2004. | Text | TX0005888112 | 1/27/2004 | Dex Media, Inc. |
El Paso, TX, west telephone directory, use through September 2004. | Text | TX0005825358 | 10/14/2003 | Dex Media, Inc. |
Englewood, CO, Littleton, Highlands Ranch telephone directory, use through June 2004. | Text | TX0005824943 | 8/13/2003 | Dex Media, Inc. |
Estes Park, CO, Allenspark, telephone directory, use through June 2004. | Text | TX0005757255 | 8/13/2003 | Dex Media, Inc. |
Fargo, ND, Moorhead and surrounding area, telephone directory, use through March 2004. | Text | TX0005743235 | 5/2/2003 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Faribault, MN, Northfield, Owatonna, Waseca telephone directory, use through October 2004. | Text | TX0005898262 | 2/11/2004 | Dex Media, Inc. |
Farmington, NM telephone directory, use through February 2004. | Text | TX0005714055 | 5/2/2003 | Dex Media, Inc. |
Fergus Falls, MN, telephone directory, use through September 2004. | Text | TX0005900223 | 2/20/2004 | Dex Media, Inc. |
Forest Lake, MN, area telephone directory, use through August 2004. | Text | TX0005906006 | 2/20/2004 | Dex Media, Inc. |
Fort Madison, IA, Keokuk, telephone directory, use through February 2004. | Text | TX0005745804 | 5/2/2003 | Dex Media, Inc. |
Fremont, NE, and surrounding area, telephone directory, use through July 2004. | Text | TX0005757253 | 8/13/2003 | Dex Media, Inc. |
Gallup, NM, Grants telephone directory, use through March 2004. | Text | TX0005698494 | 3/18/2003 | Dex Media, Inc. |
Glacial Lakes area, MN & SD, telephone directory, use through December 2004. | Text | TX0005953972 | 4/30/2004 | Dex Media, Inc. |
Glenwood, CO, Starbuck, telephone directory, use through June 2004. | Text | TX0005812839 | 8/13/2003 | Dex Media, Inc. |
Grafton, ND, and surrounding area telephone directory, use through April 2004. | Text | TX0005716188 | 5/9/2003 | Dex Media, Inc. |
Grand Forks, ND, telephone directory, use through August 2004. | Text | TX0005900219 | 2/20/2004 | Dex Media, Inc. |
Grand Island, NE, Hastings, Kearney and surrounding areas telephone directory, use through July 2004. | Text | TX0005802974 | 8/13/2003 | Dex Media, Inc. |
Grand Junction, CO, and surrounding area telephone directory, use through April 2004. | Text | TX0005716199 | 5/9/2003 | Dex Media, Inc. |
Grand Rapids, MI, telephone directory, use through August 2004. | Text | TX0005875456 | 2/20/2004 | Dex Media, Inc. |
Greeley, CO, Windsor and surrounding area telephone directory, use through September 2004. | Text | TX0005900227 | 2/20/2004 | Dex Media, Inc. |
Gunnison, CO, yellow pages, use through November 2004. | Text | TX0005875535 | 2/20/2004 | Dex Media, Inc. |
Huskerland, NE, telephone directory, use through February 2004. | Text | TX0005745805 | 5/2/2003 | Dex Media, Inc. |
Idaho Springs, CO, telephone directory, use through March 2004. | Text | TX0005717499 | 5/2/2003 | Dex Media, Inc. |
Iowa City, IA, and surrounding area telephone directory, use through November 2004. | Text | TX0005898259 | 2/11/2004 | Dex Media, Inc. |
Iowa Falls, IA, Hampton, and surrounding area, telephone directory, use through April 2004. | Text | TX0005740966 | 5/9/2003 | Dex Media, Inc. |
Iowa Great Lakes, IA, telephone directory, use through May 2004. | Text | TX0005757254 | 8/13/2003 | Dex Media, Inc. |
Jackson, MN, Windom, telephone directory, use through February 2004. | Text | TX0005745783 | 5/2/2003 | Dex Media, Inc. |
La Junta, CO, telephone directory, use through August 2004. | Text | TX0005812833 | 8/13/2003 | Dex Media, Inc. |
Lake Minnetonka, MN, area telephone directory, use through February 2004. | Text | TX0005743233 | 5/2/2003 | Dex Media, Inc. |
Lakewood, CO, Golden, Wheat Ridge telephone directory, use through June 2004. | Text | TX0005802969 | 8/13/2003 | Dex Media, Inc. |
Lamar, CO, telephone directory, use through June 2004. | Text | TX0005812835 | 8/13/2003 | Dex Media, Inc. |
Laramie, WY, Rock River telephone directory, use through December 2004. | Text | TX0005953974 | 4/30/2004 | Dex Media, Inc. |
Las Cruces, NM, and surrounding area telephone directory, use through March 2004. | Text | TX0005698490 | 3/17/2003 | Dex Media, Inc. |
Las Vegas, NV, Raton area telephone directory, use through September 2004. | Text | TX0005796905 | 9/12/2003 | Dex Media, Inc. |
Le Sueur, MN, St. Peter, Cleveland & others, telephone directory, use through June 2004. | Text | TX0005812841 | 8/13/2003 | Dex Media, Inc. |
Limon, CO, Burlington telephone directory, use through February 2004. | Text | TX0005717498 | 5/2/2003 | Dex Media, Inc. |
Litchfield, MN, Montevideo, Willmar telephone directory, use through April 2004. | Text | TX0005716189 | 5/9/2003 | Dex Media, Inc. |
Little Falls, MN, telephone directory, use through February 2004. | Text | TX0005745800 | 5/2/2003 | Dex Media, Inc. |
Longmont, CO, telephone directory, use through April 2004. | Text | TX0005745784 | 5/2/2003 | Dex Media, Inc. |
Loveland, CO, Berthoud telephone directory, use through February 2004. | Text | TX0005714050 | 5/2/2003 | Dex Media, Inc. |
Malad City, ID, Holbrook, telephone directory, use through December 2004. | Text | TX0005888108 | 1/27/2004 | Dex Media, Inc. |
Marshalltown, IA and surrounding area telephone directory, use through May 2004. | Text | TX0005802976 | 8/13/2003 | Dex Media, Inc. |
Mason City, IA, Charles City, Clear Lake ... [et al.], telephone directory, use through June 2004. | Text | TX0005773113 | 8/13/2003 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Metro Denver, CO, A-L telephone directory, use through December 2004. | Text | TX0005953997 | 4/28/2004 | Dex Media, Inc. |
Metro Denver, CO, M-Z telephone directory, use through December 2004. | Text | TX0005954036 | 4/28/2004 | Dex Media, Inc. |
Minneapolis A-Z and surrounding area, telephone directory, use through Februay 2004. | Text | TX0005717506 | 5/2/2003 | Dex Media, Inc. |
Minnesota northwest telephone directory, use through April 2004. | Text | TX0005714053 | 5/2/2003 | Dex Media, Inc. |
Minnesota southwest telephone directory, use through December 2004. | Text | TX0005953973 | 4/30/2004 | Dex Media, Inc. |
Montrose, CO, Delta, Telluride and surrounding area, telephone directory, use through April 2004. | Text | TX0005716945 | 5/9/2003 | Dex Media, Inc. |
Morris, MN, telephone directory, use through June 2004. | Text | TX0005803002 | 8/13/2003 | Dex Media, Inc. |
Muscatine, IA, and surrounding area telephone directory, use through April 2004. | Text | TX0005716196 | 5/9/2003 | Dex Media, Inc. |
Nogales, AZ, Rio Rico, Amado & others, telephone directory, January 2004. | Text | TX0005880077 | 1/27/2004 | Dex Media, Inc. |
Norfolk, NE, and surrounding area telephone directory, use through August 2004. | Text | TX0005900225 | 2/20/2004 | Dex Media, Inc. |
North Dakota, South Central, telephone directory, use through June 2004. | Text | TX0005757250 | 8/13/2003 | Dex Media, Inc. |
North Platte, NE, McCook, telephone directory, use through October 2004. | Text | TX0005882545 | 2/9/2004 | Dex Media, Inc. |
Northeast Colorado, telephone directory, use through June 2004. | Text | TX0005773114 | 8/13/2003 | Dex Media, Inc. |
Northeastern Wyoming and surrounding area, telephone directory, October 2004. | Text | TX0006144375 | 10/15/2004 | Dex Media, Inc. |
Northern Hills, SD, Belle Fourche, Buffalo & others, telephone directory, use through June 2004. | Text | TX0005812842 | 8/13/2003 | Dex Media, Inc. |
Northglenn, CO, Thornton, Commerce City telephone directory, use through June 2004. | Text | TX0005802970 | 8/13/2003 | Dex Media, Inc. |
Omaha, and surrounding area, telephone directory, use through June 2004. | Text | TX0005757313 | 8/13/2003 | Dex Media, Inc. |
Omaha, NE, south/southwest telephone directory, use through June 2004. | Text | TX0005824941 | 8/14/2003 | Dex Media, Inc. |
O’Neill, NE, Valentine and surrounding area telephone directory, use through October 2004. | Text | TX0005898268 | 2/9/2004 | Dex Media, Inc. |
Ottumwa, IA, Oskaloosa, Pella telephone directory, use through May 2004. | Text | TX0005802975 | 8/13/2003 | Dex Media, Inc. |
Park City, UT, Heber City, Coalville & others, telephone directory, use through 2004. | Text | TX0005880085 | 1/27/2004 | Dex Media, Inc. |
Park Rapids, MN, Staples, Wadena, telephone directory, use through July 2004. | Text | TX0005773112 | 10/12/2003 | Dex Media, Inc. |
Pikes Peak, CO, region, telephone directory, use through April 2004. | Text | TX0005715424 | 5/9/2003 | Dex Media, Inc. |
Port Angeles, WA, Sequim, North Olympic Peninsula, telephone directory, use through December 2004. | Text | TX0005880075 | 1/27/2004 | Dex Media, Inc. |
Port Townsend, WA, Port Ludlow, Brinnon, Center & others, telephone directory, use through October 2004. | Text | TX0005880079 | 1/27/2004 | Dex Media, Inc. |
Portland, OR, A-Z telephone directory, use through December 2004. | Text | TX0005893744 | 1/27/2004 | Dex Media, Inc. |
Provo, UT, Orem, telephone directory, use through December 2004. | Text | TX0005880092 | 1/27/2004 | Dex Media, Inc. |
Pueblo, CO, and surrounding area, telephone directory, use through April 2004. | Text | TX0005743232 | 5/2/2003 | Dex Media, Inc. |
Quad Cities, IA/IL, telephone directory, use through October 2004. | Text | TX0005906003 | 2/20/2004 | Dex Media, Inc. |
Rapid City, SD, and surrounding area, telephone directory, use through June 2004. | Text | TX0005757312 | 8/13/2003 | Dex Media, Inc. |
Red Wing, MN, telephone directory, use through April 2004. | Text | TX0005716194 | 5/9/2003 | Dex Media, Inc. |
Rio Rancho, NM, Albuquerque west area, telephone directory, use through December 2004. | Text | TX0005906004 | 1/30/2004 | Dex Media, Inc. |
Rochester, MN, and surrounding area telephone directory, use through March 2004. | Text | TX0005716197 | 5/9/2003 | Dex Media, Inc. |
Roseburg, OR, and surrounding area, telephone directory, use through 2004. | Text | TX0005880088 | 1/27/2004 | Dex Media, Inc. |
Roswell, NM, telephone directory, use through March 2004. | Text | TX0005719243 | 4/8/2003 | Dex Media, Inc. |
Salem, OR, Keizer and surrounding area telephone directory, use through June 2004. | Text | TX0005737662 | 6/16/2003 | Dex Media, Inc. |
Santa Fe, NM, telephone directory, use through June 2004. | Text | TX0005737661 | 6/16/2003 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Sauk Centre, MN, telephone directory, use through June 2004. | Text | TX0005803003 | 8/13/2003 | Dex Media, Inc. |
Shenandoah, IA, Red Oak telephone directory, use through November 2004. | Text | TX0005898258 | 2/11/2004 | Dex Media, Inc. |
Sidney, NE, Kimball, Brownson & others telephone directory, use through August 2004. | Text | TX0005802972 | 8/13/2003 | Dex Media, Inc. |
Silver City, NM, Deming, Lordburg area, telephone directory, use through October 2004. | Text | TX0005880078 | 1/27/2004 | Dex Media, Inc. |
Sioux City, IA, and surrounding area telephone directory, use through October 2004. | Text | TX0005900218 | 2/20/2004 | Dex Media, Inc. |
Sioux Falls, SD, and surrounding area telephone directory, use through August 2004. | Text | TX0005875474 | 2/20/2004 | Dex Media, Inc. |
Siouxland, IA, south, telephone directory, use through October 2004. | Text | TX0005875434 | 2/20/2004 | Dex Media, Inc. |
Siouxland North, IA, telephone directory, use through October 2004. | Text | TX0005875455 | 2/20/2004 | Dex Media, Inc. |
Socorro, NM, telephone directory, April 2004. | Text | TX0005735354 | 4/22/2003 | Dex Media, Inc. |
South Dakota south central telephone directory, use through March 2004. | Text | TX0005714058 | 5/2/2003 | Dex Media, Inc. |
South Jeffco, CO, Columbine Valley telephone directory, use through June 2004. | Text | TX0005802968 | 8/13/2003 | Dex Media, Inc. |
Southeast St. Paul, MN, suburbs, telephone directory, use through August 2004. | Text | TX0005906005 | 2/20/2004 | Dex Media, Inc. |
Southwest suburban area, MN, telephone directory, use through February 2004. | Text | TX0005745802 | 5/2/2003 | Dex Media, Inc. |
St. Cloud, MN, and surrounding area telephone directory, use through February 2004. | Text | TX0005716198 | 5/9/2003 | Dex Media, Inc. |
St. Croix Valley, MN, area telephone directory, use through August 2004. | Text | TX0005906007 | 2/20/2004 | Dex Media, Inc. |
St. Paul, and surrounding area, telephone directory, use through August 2004. | Text | TX0005757311 | 8/13/2003 | Dex Media, Inc. |
Storm Lake, IA, Cherokee telephone directory, use through April 2004. | Text | TX0005716195 | 5/9/2003 | Dex Media, Inc. |
Taos, NM, telephone directory, use through July 2004. | Text | TX0005786488 | 7/23/2003 | Dex Media, Inc. |
Tooele, UT, telephone directory, use through November 2004. | Text | TX0005888111 | 1/27/2004 | Dex Media, Inc. |
Trinidad, CO, Aguilar, Branson, telephone directory, use through May 2004. | Text | TX0005812834 | 8/13/2003 | Dex Media, Inc. |
Tucumcari, NM, Conchas Dam, Logan and others telephone directory, use through October 2004. | Text | TX0005828339 | 10/28/2003 | Dex Media, Inc. |
Twin Cities, MN, telephone directory, use through August 2004. | Text | TX0005818818 | 8/14/2003 | Dex Media, Inc. |
Twin Ports, WI, telephone directory, use through June 2004. | Text | TX0005757252 | 8/13/2003 | Dex Media, Inc. |
Vail, CO, Summit County, Leadville telephone directory, use through November 2004. | Text | TX0005898261 | 2/11/2004 | Dex Media, Inc. |
Virginia, MN, telephone directory, use through October 2004. | Text | TX0005898263 | 2/8/2004 | Dex Media, Inc. |
Virginia, MN, telephone directory, use through October 2004. | Text | TX0006087634 | 12/15/2004 | Dex Media, Inc. |
Wahpeton, ND, Breckenridge telephone directory, use through September 2004. | Text | TX0005900222 | 2/20/2004 | Dex Media, Inc. |
Walsenburg, CO, Gardner, La Veta-Cuchara telephone directory, use through July 2004. | Text | TX0005803001 | 8/13/2003 | Dex Media, Inc. |
Wasatch Front, UT, telephone directory, use through December 2004. | Text | TX0005882546 | 2/18/2004 | Dex Media, Inc. |
Waterloo, IA, Cedar Falls, telephone directory, use through June 2004. | Text | TX0005757249 | 8/12/2003 | Dex Media, Inc. |
Western suburbs, Perry, IA, Winterset and surrounding areas telephone directory, use through May 2004. | Text | TX0005802973 | 8/13/2003 | Dex Media, Inc. |
White Bear Lake, MN, area telephone directory, use through August 2004. | Text | TX0005906008 | 2/20/2004 | Dex Media, Inc. |
Williston, ND, telephone directory, use through April 2004. | Text | TX0005716193 | 5/9/2003 | Dex Media, Inc. |
Winona, MN, telephone directory, use through November 2004. | Text | TX0005898265 | 2/9/2004 | Dex Media, Inc. |
Winter Park, CO, Grand County, telephone directory, use through October 2004. | Text | TX0005875454 | 2/20/2004 | Dex Media, Inc. |
Rio Rancho, NM, Albuquerque west area telephone directory, use through December 2005. | Text | TX0006096925 | 1/5/2005 | Dex Media East, LLC |
Aberdeen, SD, telephone directory, use through September 2005 | Text | TX0006051272 | 10/20/2004 | Dex Media, Inc. |
Aberdeen, WA, telephone directory, use through March 2005. | Text | TX0005949127 | 3/23/2004 | Dex Media, Inc. |
Alamogordo, NM, telephone directory, use through April 2005. | Text | TX0005970771 | 5/13/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Alamosa, CO, and surrounding area, telephone directory, use through June 2005. | Text | TX0006011771 | 7/27/2004 | Dex Media, Inc. |
Albany, OR, telephone directory, use through November 2005. | Text | TX0006148492 | 4/27/2005 | Dex Media, Inc. |
Albert Lea, MN, Austin and surrounding area, telephone directory, use through June 2005. | Text | TX0006011773 | 7/27/2004 | Dex Media, Inc. |
Albuquerque, NM, Bernalillo, Corrales & others, telephone directory, use through 2005. | Text | TX0006096926 | 1/5/2005 | Dex Media, Inc. |
Algona, IA, Humboldt and surrounding area use through April 2005. | Text | TX0005949774 | 4/27/2004 | Dex Media, Inc. |
Alliance, NE, Chadron telephone directory, use through February 2005. | Text | TX0005954688 | 4/28/2004 | Dex Media, Inc. |
Ames, IA, Story County area, telephone directory, use through November 2005. | Text | TX0006110745 | 2/8/2005 | Dex Media, Inc. |
Apache Junction, AZ, East Mesa, telephone directory, use through September 2005. | Text | TX0006028824 | 9/29/2004 | Dex Media, Inc. |
Artesia, NM, Cottonwood, Hope, Lakewood & others, telephone directory, use through June 2005. | Text | TX0005972846 | 7/26/2004 | Dex Media, Inc. |
Arvada, CO, Broomfield, Westminster telephone directory, use through June 2005. | Text | TX0006029587 | 10/20/2004 | Dex Media, Inc. |
Aspen, CO, Glenwood Springs, telephone directory, use through October 2005. | Text | TX0006080842 | 12/15/2004 | Dex Media, Inc. |
Astoria, OR, Cannon Beach, Seaside & others, telephone directory, | Text | TX0005880082 | 1/27/2004 | Dex Media, Inc. |
Atlantic, IA, and surrounding area, official directory, use through February 2005. | Text | TX0005954775 | 4/28/2004 | Dex Media, Inc. |
Aurora, CO, Montbello, Dia, telephone directory, use through June 2005. | Text | TX0006065123 | 10/20/2004 | Dex Media, Inc. |
Bainbridge Island, WA, telephone directory, use through June 2005. | Text | TX0005999504 | 7/26/2004 | Dex Media, Inc. |
Baker City, OR, La Grande, telephone directory, use through May 2005. | Text | TX0005967594 | 6/4/2004 | Dex Media, Inc. |
Bellingham, WA, Whatcom County telephone directory, use through February 2005. | Text | TX0005909487 | 3/5/2004 | Dex Media, Inc. |
Bemidji, MN, telephone directory, use through July 2005. | Text | TX0006050718 | 10/21/2004 | Dex Media, Inc. |
Big Horn Basin, WY, telephone directory, use through June 2005. | Text | TX0005993874 | 6/29/2004 | Dex Media, Inc. |
Bismarck, ND, Mandan and surrounding area, use through December 2005. | Text | TX0006096822 | 1/18/2005 | Dex Media, Inc. |
Blackfoot, ID, Shelley, telephone directory, use through August 2005. | Text | TX0006012541 | 8/23/2004 | Dex Media, Inc. |
Boise, ID, Nampa, Caldwell & others, use through January 2005. | Text | TX0005880084 | 1/27/2004 | Dex Media, Inc. |
Boone, IA, Dana, Grand Junction and surrounding area, telephone directory, use through November 2005. | Text | TX0006100762 | 1/18/2005 | Dex Media, Inc. |
Bozeman, MT, telephone directory, use through June 2005. | Text | TX0005986657 | 6/29/2004 | Dex Media, Inc. |
Brainerd Lakes, MN, telephone directory, use through June 2005. | Text | TX0006011778 | 7/27/2004 | Dex Media, Inc. |
Brigham City, UT, telephone directory, use until August 2005. | Text | TX0006012539 | 8/23/2004 | Dex Media, Inc. |
Brighton, CO, telephone directories, use through January 2005. | Text | TX0005951327 | 4/30/2004 | Dex Media, Inc. |
Buffalo, MN, Big Lake, Monticello & surrounding area, telephone directory, use through November 2005. | Text | TX0006110746 | 2/8/2005 | Dex Media, Inc. |
Burlington, IA, Mt. Pleasant telephone directory, use through January 2005. | Text | TX0005953976 | 4/30/2004 | Dex Media, Inc. |
Butte, MT, telephone directory, use through May 2005. | Text | TX0005970530 | 6/4/2004 | Dex Media, Inc. |
Cache Valley, UT, telephone directory, use through August 2005. | Text | TX0006028840 | 9/16/2004 | Dex Media, Inc. |
Canon City, CO, telephone directory, use through May 2005. | Text | TX0005972860 | 7/27/2004 | Dex Media, Inc. |
Carroll, IA, Glidden, Halbur, Ralston telephone directory, use through January 2005. | Text | TX0005954689 | 4/28/2004 | Dex Media, Inc. |
Casper, WY, and surrounding area, telephone directory, use through July 2005. | Text | TX0006035238 | 10/15/2004 | Dex Media, Inc. |
Castle Rock, CO, telephone directory, use through January 2005. | Text | TX0005951328 | 4/30/2004 | Dex Media, Inc. |
Cedar Rapids, IA, telephone directory, use through March 2005. | Text | TX0005949855 | 4/30/2004 | Dex Media, Inc. |
Central and downtown Denver, CO, including Capitol Hill, Cherry Creek, Highlands ... [et al.], telephone directory, use through June 2005. | Text | TX0006011823 | 7/27/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Central Oregon, OR, Bend, Black Butte & others, telephone directory, use through January 2005. | Text | TX0005880080 | 1/27/2004 | Dex Media, Inc. |
Central/Southwest Tucson, AZ, area telephone directory, use through January 2005. | Text | TX0005893996 | 1/27/2004 | Dex Media, Inc. |
Centralia, WA, Chehalis yellow pages telephone directory, use through December 2005. | Text | TX0006148394 | 4/27/2005 | Dex Media, Inc. |
Chandler, AZ, Gilbert, telephone directory, use through September 2005. | Text | TX0006028823 | 9/29/2004 | Dex Media, Inc. |
Cheyenne, WY, telephone directory, use through March 2005. | Text | TX0005949771 | 4/30/2004 | Dex Media, Inc. |
Chisholm, MN, Hibbing telephone directory, use through September 2005. | Text | TX0006050715 | 10/21/2004 | Dex Media, Inc. |
Clackamas County, OR, telephone directory, use through February 2005. | Text | TX0005941134 | 3/12/2004 | Dex Media, Inc. |
Clark County, WA, Vancouver and surrounding area telephone directory, use through December 2005. | Text | TX0006096927 | 1/1/2005 | Dex Media, Inc. |
Cle Elum, WA, Easton, Roslyn, telephone directory, use until August 2005 | Text | TX0006012540 | 8/23/2004 | Dex Media, Inc. |
Clifton, AZ, Safford yellow pages telephone directory, use through November 2005. | Text | TX0006148433 | 4/27/2005 | Dex Media, Inc. |
Clinton, IA, telephone directory, use through April 2005. | Text | TX0006064102 | 7/27/2004 | Dex Media, Inc. |
Cloquet, Mn, Barnum, Carlton, Moose Lake, telephone directory, use through June 2005. | Text | TX0006011774 | 7/27/2004 | Dex Media, Inc. |
Clovis, NM, Portales, telephone directory, use through March 2005. | Text | TX0005943654 | 4/12/2004 | Dex Media, Inc. |
Cochise County AZ, telephone directory, use through January 2005. | Text | TX0005893997 | 1/27/2004 | Dex Media, Inc. |
Colorado Springs, CO, telephone directory, use through January 2005. | Text | TX0005954766 | 4/28/2004 | Dex Media, Inc. |
Colville, WA, Laurier, Marcus & others, telephone directory, use through October 2005. | Text | TX0006065016 | 11/2/2004 | Dex Media, Inc. |
Corvallis, OR, telephone directory, use through November 2005. | Text | TX0006148493 | 4/27/2004 | Dex Media, Inc. |
Council Bluffs, IA, telephone directory, use through June 2005. | Text | TX0006011775 | 7/27/2004 | Dex Media, Inc. |
Craig, CO, Steamboat Springs and surrounding area telephone directory, use through August 2005. | Text | TX0006081717 | 10/20/2004 | Dex Media, Inc. |
Decorah, IA, telephone directory, use through January 2005. | Text | TX0005953975 | 4/30/2004 | Dex Media, Inc. |
Des Moines, IA, telephone directory, use through November 2005. | Text | TX0006085004 | 12/13/2004 | Dex Media, Inc. |
Detroit Lakes, MN, and surrounding area telephone directory, use through May 2005. | Text | TX0005972862 | 7/27/2004 | Dex Media, Inc. |
Dickinson, ND, telephone directory, use through February 2005. | Text | TX0005954687 | 4/28/2004 | Dex Media, Inc. |
Dubuque, IA, telephone directory, use through September 2005. | Text | TX0006050714 | 10/19/2004 | Dex Media, Inc. |
Durango, CO, Cortez, telephone directory, use through May 2005. | Text | TX0006064099 | 7/27/2004 | Dex Media, Inc. |
East central Minnesota, telephone directory, use through April 2005. | Text | TX0006064101 | 7/27/2004 | Dex Media, Inc. |
East county, OR, telephone directory, use through February 2005. | Text | TX0005909382 | 3/5/2004 | Dex Media, Inc. |
East Tucson area, AZ, Davis Mounthan Air Force Base & others, telephone directory, use through January 2005. | Text | TX0005880083 | 1/27/2004 | Dex Media, Inc. |
East Valley, AZ, telephone directory, use through September 2005. | Text | TX0006028818 | 9/29/2004 | Dex Media, Inc. |
Eastern Montana yellow pages telephone directory, use through December 2005. | Text | TX0006148434 | 4/27/2005 | Dex Media, Inc. |
Edina, MN, St. Louis Park telephone directory, use through February 2005. | Text | TX0005954690 | 4/28/2004 | Dex Media, Inc. |
Englewood, CO, Littleton, Centennial, telephone directory, use through June 2005. | Text | TX0006066926 | 10/20/2004 | Dex Media, Inc. |
Estes Park, CO, Allenspark, Glen Haven, telephone directory, use through June 2005. | Text | TX0006011772 | 7/27/2004 | Dex Media, Inc. |
Eugene, OR, Springfield telephone directory, use through June 2005. | Text | TX0005982032 | 6/29/2004 | Dex Media, Inc. |
Evanston, WY, Kemmerer telephone directory, use through October 2005. | Text | TX0006065212 | 11/2/2004 | Dex Media, Inc. |
Evergreen, CO, telephone directory, use through January 2005. | Text | TX0005953970 | 4/30/2004 | Dex Media, Inc. |
Fargo, ND, Moorhead, telephone directory, use through March 2005. | Text | TX0005949747 | 4/27/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Faribault, MN, Northfield, Owatonna telephone directory, use through October 2005. | Text | TX0006073432 | 11/18/2004 | Dex Media, Inc. |
Farmington, NM, telephone directory, use through February 2005. | Text | TX0005949858 | 4/30/2004 | Dex Media, Inc. |
Fergus Falls, MN, and surrounding area, telephone directory, use through September 2005. | Text | TX0006035239 | 10/20/2004 | Dex Media, Inc. |
Flagstaff, AZ, telephone directory, use through Man 2005. | Text | TX0005970533 | 6/4/2004 | Dex Media, Inc. |
Florence, OR, Mapleton, Reedsport, Yachats telephone directory, use through May 2005. | Text | TX0005970529 | 6/4/2004 | Dex Media, Inc. |
Forest Lake area, WY, Almelund, Center City & others, telephone directory, use through August 2005. | Text | TX0006035237 | 10/18/2004 | Dex Media, Inc. |
Fort Collins, CO, telephone directory, use through January 2005. | Text | TX0005959764 | 4/30/2004 | Dex Media, Inc. |
Fort Madison, IA, Keokuk-Denmark, Montrose, West Point, Wever use through February 2005. | Text | TX0005959765 | 4/30/2004 | Dex Media, Inc. |
Fremont, NE, and surrounding area, telephone directory, use through July 2005. | Text | TX0006050719 | 10/21/2004 | Dex Media, Inc. |
Gallup, AZ, Grants telephone directory, use through March 2005. | Text | TX0005909396 | 3/12/2004 | Dex Media, Inc. |
Glacial Lakes area, MN & SD, telephone directory, use through December 2005. | Text | TX0006110748 | 2/8/2005 | Dex Media, Inc. |
Glasgow, MT, and northeastern Montana, telephone directory, use through September 2005. | Text | TX0006029145 | 9/29/2004 | Dex Media, Inc. |
Glenwood, MN, Starbuck telephone directory, use through June 2005. | Text | TX0006011805 | 7/27/2004 | Dex Media, Inc. |
Globe, AZ, Miami, Superior, telephone directory, use through March 20005. | Text | TX0005943629 | 4/12/2004 | Dex Media, Inc. |
Grafton, ND, and surrounding area telephone directory, use through April 2005. | Text | TX0005949773 | 4/27/2004 | Dex Media, Inc. |
Grand Forks, ND, telephone directory, use through August 2005. | Text | TX0006050716 | 10/21/2004 | Dex Media, Inc. |
Grand Island, NE, telephone directory, use through July 2005. | Text | TX0006051271 | 10/20/2004 | Dex Media, Inc. |
Grand Junction, CO, telephone directory use through April 2005. | Text | TX0005949777 | 4/27/2004 | Dex Media, Inc. |
Grand Rapids, MN, telephone directory, use through August 2005. | Text | TX0006051274 | 10/20/2004 | Dex Media, Inc. |
Grants Pass, OR, Rogue River telephone directory, use through June 2005. | Text | TX0005999505 | 7/26/2004 | Dex Media, Inc. |
Great Falls, MT, telephone directory, use through September 2005. | Text | TX0006025752 | 9/17/2004 | Dex Media, Inc. |
Greater Eastside, WA, telephone directory, use through June 2005. | Text | TX0006012977 | 8/23/2004 | Dex Media, Inc. |
Greater Northwest Valley, AZ, telephone directory, use through September 2005. | Text | TX0006028822 | 9/29/2004 | Dex Media, Inc. |
Greater Puget Sound, MI, telephone directory, use through October 2005. | Text | TX0006065227 | 11/2/2004 | Dex Media, Inc. |
Greater Snohomish County, WA, telephone directory, use through March 2005. | Text | TX0005959647 | 5/12/2004 | Dex Media, Inc. |
Greater Southwest Valley, AR, telephone directory, use through September 2005. | Text | TX0006024345 | 9/29/2004 | Dex Media, Inc. |
Greater Westside, OR, telephone directory, use through February 2005. | Text | TX0005915967 | 3/12/2004 | Dex Media, Inc. |
Greeley, CO, Windsor telephone directory, use through September 2005. | Text | TX0006053968 | 10/21/2004 | Dex Media, Inc. |
Gunnison, CO, Creted Butte, Lake City ... [et al], telephone directory, use through November 2005. | Text | TX0006087628 | 12/15/2004 | Dex Media, Inc. |
Heartland, NE, Lincoln, telephone directory use through February 2005. | Text | TX0005949856 | 4/30/2004 | Dex Media, Inc. |
Helena, MT, telephone directory, use through March 2005. | Text | TX0005949126 | 3/23/2004 | Dex Media, Inc. |
Highland Park, MN, Summit Hill telephone directory, use through August 2005. | Text | TX0006073433 | 11/18/2004 | Dex Media, Inc. |
Idaho Falls, ID, telephone directory, use through February 2005. | Text | TX0005887557 | 2/20/2004 | Dex Media, Inc. |
Idaho Springs, CO, Black Hawk, Central City & others, telephone directory, use through March 2005. | Text | TX0005959759 | 4/30/2004 | Dex Media, Inc. |
Iowa City, IA, and surrounding area, telephone directory, use through November 2005. | Text | TX0006100764 | 1/18/2005 | Dex Media, Inc. |
Iowa Fall, IA, Hampton, and surrounding area, telephone directory, use through April 2005. | Text | TX0006069290 | 7/27/2004 | Dex Media, Inc. |
Iowa Great Lakes, telephone directory, use through May 2005. | Text | TX0006061950 | 7/27/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Jackson Hole, ID, telephone directory, use through June 2005. | Text | TX0005999502 | 7/26/2004 | Dex Media, Inc. |
Jackson, MN, Windom and surrounding area official directory, use through February 2005. | Text | TX0005954773 | 4/28/2004 | Dex Media, Inc. |
Jackson, MN, Windom and surrounding area, telephone directory, use through November 2005 | Text | TX0006087627 | 12/15/2004 | Dex Media, Inc. |
Klamath Falls, OR, telephone directory, use through August 2005. | Text | TX0006028841 | 9/16/2004 | Dex Media, Inc. |
Lake Minnetonka, MN, telephone directory, use through February 2005. | Text | TX0005954774 | 4/28/2004 | Dex Media, Inc. |
Lakewood, CO, Golden, Wheat Ridge telephone directory, use through June 2005. | Text | TX0006011806 | 7/28/2004 | Dex Media, Inc. |
Lamar, CO, and surrounding area telephone directory, use through June 2005. | Text | TX0006011785 | 7/27/2004 | Dex Media, Inc. |
Laramie, WY, Rock River, telephone directory, use through December 2005. | Text | TX0006094392 | 12/28/2004 | Dex Media, Inc. |
Las Cruces, NM, telephone directory, use through March 2005. | Text | TX0005915966 | 3/12/2004 | Dex Media, Inc. |
Las Vegas, NV, Raton area telephone directory, use through September 2005. | Text | TX0006027511 | 9/17/2004 | Dex Media, Inc. |
Le Seur, MN, St. Peter, Cleveland & others, telephone directory, use through June 2005. | Text | TX0006011769 | 7/27/2004 | Dex Media, Inc. |
Lewiston, WA, Clarkson, telephone directory, use through January 2005. | Text | TX0005893741 | 1/27/2004 | Dex Media, Inc. |
Lewistown, MT, and surrounding area, telephone directory, use through August 2005. | Text | TX0006012542 | 8/23/2004 | Dex Media, Inc. |
Limon, CO, Burlington telephone directory, use through February 2005. | Text | TX0005953775 | 4/28/2004 | Dex Media, Inc. |
Little Falls, NM, telephone directory, use through February 2005. | Text | TX0005954776 | 4/28/2004 | Dex Media, Inc. |
Longmont, CO, telephone directory, use through April 2005. | Text | TX0006061875 | 7/27/2004 | Dex Media, Inc. |
Longview, WA, and surrounding area telephone directory, use through June 2005. | Text | TX0005995030 | 6/8/2004 | Dex Media, Inc. |
Los Lunas, NM, Belen, telephone directory, use through June 2005. | Text | TX0005995009 | 6/8/2004 | Dex Media, Inc. |
Loveland, CO, Berthoud, telephone directory, use through February 2005. | Text | TX0005949860 | 4/30/2004 | Dex Media, Inc. |
Malad City, ID, Holbrook yellow pages telephone directory, use through December 2005. | Text | TX0006148432 | 4/27/2005 | Dex Media, Inc. |
Marshalltown, IA, telephone directory, use through May 2005. | Text | TX0006061949 | 7/27/2004 | Dex Media, Inc. |
Mason City, IA, telephone directory, use through 2005. | Text | TX0006011824 | 7/27/2004 | Dex Media, Inc. |
Medford, OR, Ashland, telephone directory, use through March 2005. | Text | TX0005941133 | 3/12/2004 | Dex Media, Inc. |
Metro Denver, CO A-L telephone directory, use through December 2005. | Text | TX0006106169 | 2/8/2005 | Dex Media, Inc. |
Metro Denver, CO M-Z telephone directory, use through December 2005. | Text | TX0006103981 | 2/8/2005 | Dex Media, Inc. |
Minneapolis, A-Z telephone directory, use through February 2005. | Text | TX0006051279 | 10/20/2004 | Dex Media, Inc. |
Minneapolis K-Z, telephone directory, use through February 2005. | Text | TX0005959646 | 4/30/2004 | Dex Media, Inc. |
Minneapolis, MN, A-J telephone directory, use through February 2005. | Text | TX0005960776 | 4/30/2004 | Dex Media, Inc. |
Minnesota northwest, IA, telephone directory, use through April 2005. | Text | TX0005972867 | 7/27/2004 | Dex Media, Inc. |
Minnesota southwest, telephone directory, use through November 2005. | Text | TX0006110744 | 2/8/2005 | Dex Media, Inc. |
Mohave County, AZ, telephone directory, use through September 2005. | Text | TX0006028837 | 9/29/2004 | Dex Media, Inc. |
Montrose, CO, Delta telephone directory, use through April 2005. | Text | TX0006064098 | 7/27/2004 | Dex Media, Inc. |
Morris, MN, telephone directory, use through June 2005. | Text | TX0006011813 | 7/27/2004 | Dex Media, Inc. |
Moses Lake, WA, telephone directory, use through October 2005. | Text | TX0006148497 | 4/27/2005 | Dex Media, Inc. |
Muscatine, IA, telephone directory, use through May 2005. | Text | TX0006061948 | 7/27/2004 | Dex Media, Inc. |
Nampa, OR, Caldwell, and surrounding area telephone directory, use through January 2005. | Text | TX0005882540 | 1/30/2004 | Dex Media, Inc. |
Newport, OR, telephone directory, use through June 2005. | Text | TX0005999503 | 7/26/2004 | Dex Media, Inc. |
Nogales, AZ, Rio Rico telephone directory, use through November 2005. | Text | TX0006148496 | 4/27/2005 | Dex Media, Inc. |
Norfolk, NE, and surrounding area, telephone directory, use through August 2005. | Text | TX0006050720 | 10/21/2004 | Dex Media, Inc. |
North Dakota, South Central, telephone directory, use through June 2005. | Text | TX0006011770 | 7/27/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
North Platte, NE/McCook telephone directory, use through October 2005. | Text | TX0006082793 | 12/3/2004 | Dex Media, Inc. |
North Platte, NE/McCook telephone directory, use through October 2005. | Text | TX0006082793 | 12/3/2004 | Dex Media, Inc. |
Northeast Colorado, CO, telephone directory, use through June 2005. | Text | TX0006011864 | 7/27/2004 | Dex Media, Inc. |
Northeastern Wyoming and surrounding area, telephone directory, use through October 2005. | Text | TX0006081731 | 11/19/2004 | Dex Media, Inc. |
Northglenn, CO, Thornton telephone directory, use through June 2005 | Text | TX0006053961 | 10/21/2004 | Dex Media, Inc. |
NW suburban area, MN, telephone directory, use through February 2005. | Text | TX0005954691 | 4/28/2004 | Dex Media, Inc. |
Ogden, UT, North Davis and surrounding area telephone directory, use through June 2005. | Text | TX0005995029 | 6/8/2004 | Dex Media, Inc. |
Okanogan Valley, WA, Grand Coulee Dam telephone directory, use through January 2005. | Text | TX0005906116 | 1/30/2004 | Dex Media, Inc. |
Olympia, WA, Lacey, Turnwater, telephone directory, use through September 2005. | Text | TX0006029124 | 9/29/2004 | Dex Media, Inc. |
Omaha, NE, south/southwest telephone directory, use through June 2005. | Text | TX0006011807 | 7/27/2004 | Dex Media, Inc. |
Omaha, NE, telephone directory, use through June 2005. | Text | TX0006005845 | 7/27/2004 | Dex Media, Inc. |
Valley of the sun, AZ, telephone directory, use through June 2005. | Text | TX0005972847 | 7/26/2004 | Dex Media, Inc. |
O’Neill, NE, Valentine, and surrounding area, telephone directory, use through October 2005. | Text | TX0006080843 | 12/15/2004 | Dex Media, Inc. |
Ottumwa, IA, telephone directory, use through May 2005. | Text | TX0005972866 | 7/27/2004 | Dex Media, Inc. |
Park City, UT, Heber City yellow pages telephone directory, use through November 2005. | Text | TX0006148436 | 4/27/2005 | Dex Media, Inc. |
Park Rapids, MN, telephone directory, use through July 2005. | Text | TX0006051275 | 10/20/2004 | Dex Media, Inc. |
Payette, ID, Ontario, OR, telephone directory, use through May 2005. | Text | TX0005959693 | 5/12/2004 | Dex Media, Inc. |
Payson, AZ, Pine, Strawberry telephone directory, use through March 2005. | Text | TX0005949128 | 3/23/2004 | Dex Media, Inc. |
Phoenix, AZ, metro A-L, telephone directory, use through March 2005. | Text | TX0005943747 | 4/12/2004 | Dex Media, Inc. |
Phoenix, AZ, metro M-Z, yellow pages, use through March 2005. | Text | TX0005944552 | 4/12/2004 | Dex Media, Inc. |
Pikes Peak region, CO, telephone directory, use through April 2005. | Text | TX0005972858 | 7/27/2004 | Dex Media, Inc. |
Pocatello, ID, telephone directory, use through June 2005. | Text | TX0005999506 | 7/26/2004 | Dex Media, Inc. |
Port Angeles, WA, Sequim yellow pages telephone directory, use through December 2005. | Text | TX0006148398 | 4/27/2005 | Dex Media, Inc. |
Port Townsend, WA, yellow pages telephone directory, use through December 2005. | Text | TX0006148395 | 4/27/2005 | Dex Media, Inc. |
Portland, OR, A-Z telephone directory, use through December 2005. | Text | TX0006148498 | 4/27/2005 | Dex Media, Inc. |
Prescott, AZ, telephone directory, use through April 2005. | Text | TX0005970770 | 5/13/2004 | Dex Media, Inc. |
Price, UT, Helper telephone directory, use through March 2005. | Text | TX0005949125 | 3/23/2004 | Dex Media, Inc. |
Provo, UT, Orem, yellow pages telephone directory, use through December 2005. | Text | TX0006148396 | 4/27/2005 | Dex Media, Inc. |
Pueblo, CO, and surrounding area telephone directory, use through April 2005. | Text | TX0005972861 | 7/27/2004 | Dex Media, Inc. |
Puyallup, WA, and surrounding area, telephone directory, use through January 2005. | Text | TX0005884358 | 2/20/2004 | Dex Media, Inc. |
Quad Cities, IA/IL, telephone directory, use through October 2005. | Text | TX0006084780 | 12/14/2004 | Dex Media, Inc. |
Rapid City, WY, and surrounding area telephone directory, use through June 2005. | Text | TX0006011868 | 7/27/2004 | Dex Media, Inc. |
Rawlins, WY, Encampment, Hanna & others, telephone directory, use through May 2005. | Text | TX0006035236 | 10/15/2004 | Dex Media, Inc. |
Red Wing, MN, telephone directory, use through April 2005. | Text | TX0005972865 | 7/27/2004 | Dex Media, Inc. |
Rochester, MN, and surrounding area telephone directory, use through March 2005. | Text | TX0005970222 | 4/30/2004 | Dex Media, Inc. |
Rock Springs, WY, telephone directory, use through October 2005. | Text | TX0006065022 | 11/2/2004 | Dex Media, Inc. |
Roseburg, OR, telephone directory, use through October 2005. | Text | TX0006065021 | 11/2/2004 | Dex Media, Inc. |
Roswell, NM, telephone directory, use through March 2003. | Text | TX0005943695 | 4/12/2004 | Dex Media, Inc. |
Salem, OR, Keizer telephone directory, use through June 2005. | Text | TX0005982033 | 6/29/2004 | Dex Media, Inc. |
Buena-Vista, Fairplay-Alma Vista, Salida, use through May 2005. | Text | TX0005972845 | 7/26/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Salt Lake City, UT, telephone directory, use through September 2005. | Text | TX0006031703 | 9/17/2004 | Dex Media, Inc. |
Santa Fe, NM, telephone directory, use through June 2005. | Text | TX0005994510 | 6/29/2004 | Dex Media, Inc. |
Sauk Centre, MN, telephone directory, use through June 2005 | Text | TX0006011786 | 7/27/2004 | Dex Media, Inc. |
Scottsdale, AZ, Paradise Valley telephone directory, use through September 2005. | Text | TX0006057847 | 9/29/2004 | Dex Media, Inc. |
Seattle Metro, WA, telephone directory, use through May 2005. | Text | TX0005970535 | 6/4/2004 | Dex Media, Inc. |
Shelton, WA, telephone directory, use through September 2005. | Text | TX0006033258 | 9/17/2004 | Dex Media, Inc. |
Shenandoah, IA, Red Oak and surrounding area, telephone directory, use through November 2005. | Text | TX0006100761 | 1/18/2005 | Dex Media, Inc. |
Sidney, NE, Kimball, telephone directory, use through August 2005. | Text | TX0006051273 | 10/20/2004 | Dex Media, Inc. |
Silver City, NM, Deming, Lordsburg yellow pages telephone directory, use through October 2005. | Text | TX0006148397 | 4/27/2005 | Dex Media, Inc. |
Sioux City, IA, and surrounding area telephone directory, use through October 2005. | Text | TX0006081086 | 11/18/2004 | Dex Media, Inc. |
Sioux Falls, MN, telephone directory, use through August 2005. | Text | TX0006050800 | 10/12/2004 | Dex Media, Inc. |
Siouxland North, IA, SD, telephone directory, use through October 2005. | Text | TX0006082771 | 12/3/2004 | Dex Media, Inc. |
Siouxland South, IA, SD, telephone directory, use through October 2005. | Text | TX0006082772 | 12/3/2004 | Dex Media, Inc. |
Socorro, NM, Bingham, Datil & others telephone directory, use through April 2005. | Text | TX0005942512 | 4/12/2004 | Dex Media, Inc. |
Soda Springs, ID, telephone directory, use through January 2005. | Text | TX0005888113 | 1/27/2004 | Dex Media, Inc. |
South Central UT telephone directory, use through May 2005. | Text | TX0005979463 | 5/13/2004 | Dex Media, Inc. |
South Dakota, South Central, telephone directory, use through March 2005. | Text | TX0005949859 | 4/30/2004 | Dex Media, Inc. |
South Jefffco, CO, Columbine Valley, telephone directory, use through June 2005. | Text | TX0006066925 | 10/20/2004 | Dex Media, Inc. |
South King County, WA, telephone directory, use through August 2005. | Text | TX0006016601 | 8/23/2004 | Dex Media, Inc. |
South of the river suburbs, MN, telephone directory, use through October 2005. | Text | TX0006073434 | 11/18/2004 | Dex Media, Inc. |
South Valley, UT, area telephone directory, use through January 2005. | Text | TX0005882558 | 1/30/2004 | Dex Media, Inc. |
Southeast St. Papul suburbs, MN, Cottage Grove, Maplewood, Newport Oakdale, & others, use through August 2005. | Text | TX0006050713 | 10/19/2004 | Dex Media, Inc. |
Southern Utah telephone directory, use through May 2005. | Text | TX0005970528 | 6/4/2004 | Dex Media, Inc. |
Southwest suburban area, MN, telephone directory, use through February 2005. | Text | TX0005954692 | 4/28/2004 | Dex Media, Inc. |
Spokane, WA, Coeur d’Alene, telephone directory, use through September 2005. | Text | TX0006031760 | 9/16/2004 | Dex Media, Inc. |
St. Cloud, MN, telephone directory, use through February 2005. | Text | TX0005949857 | 4/30/2004 | Dex Media, Inc. |
St. Helens, OR and surrounding area including Clatskanie, Columbia City, Deer Island ... [et al.], telephone directory, use through June 2005. | Text | TX0005993612 | 6/8/2004 | Dex Media, Inc. |
St. Paul, MN, telephone directory, use through August 2005. | Text | TX0006082928 | 11/19/2004 | Dex Media, Inc. |
Storm Lake, IA, Cherokee and surrounding area use through April 2005. | Text | TX0005949775 | 4/27/2004 | Dex Media, Inc. |
Tacoma, WA, telephone directory, use through January 2005. | Text | TX0005884360 | 2/20/2004 | Dex Media, Inc. |
Taos, NM, telephone directory, use through July 2005. | Text | TX0006016587 | 8/23/2004 | Dex Media, Inc. |
Tillamook County, OR, telephone directory, use through June 2005. | Text | TX0005995015 | 6/8/2004 | Dex Media, Inc. |
Tooele, UT, yellow pages telephone directory, use through November 2005. | Text | TX0006148435 | 4/27/2005 | Dex Media, Inc. |
Tri-cities, WA, regional telephone directory, use through August 20054. | Text | TX0006012975 | 8/23/2004 | Dex Media, Inc. |
Trinidad, CO, telephone directory, use through May 2005. | Text | TX0005972859 | 7/27/2004 | Dex Media, Inc. |
Tucson, AZ area north/northwest, telephone directory, use through January 2005. | Text | TX0005883905 | 2/18/2004 | Dex Media, Inc. |
Tucson, AZ, telephone directory, use through September 2005. | Text | TX0006057848 | 9/29/2004 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Tucumcari, NM, Conchas Dam, Logan & others, telephone directory, use through October 2005. | Text | TX0006065015 | 11/2/2004 | Dex Media, Inc. |
Twin Cities, MN, telephone directory, 2004/2005. | Text | TX0006087626 | 12/15/2004 | Dex Media, Inc. |
Twin Falls, ID, Burley, Rupert, telephone directory, use through April 2005. | Text | TX0005959651 | 5/12/2004 | Dex Media, Inc. |
Twin Ports, MN & WI, telephone directory, use through June 2005. | Text | TX0006011777 | 7/27/2004 | Dex Media, Inc. |
Vail, CO, Summit County/Leadsville and surrounding area, use through November 2005. | Text | TX0006096821 | 1/18/2005 | Dex Media, Inc. |
Wahpeton, ND, Breckenridge and surrounding area, telephone directory, use through September 2005. | Text | TX0006050717 | 10/21/2004 | Dex Media, Inc. |
Walla Walla, OR, telephone directory, use through March 2005. | Text | TX0005943652 | 4/12/2004 | Dex Media, Inc. |
Walsenburg, CO, Gardner, La Veta-Cuchara telephone directory, use through June 2005. | Text | TX0006011804 | 7/27/2004 | Dex Media, Inc. |
Wasatch Front, UT, telephone directory, use through December 2005. | Text | TX0006148485 | 4/27/2005 | Dex Media, Inc. |
Waterloo, IA, Cedar Falls, telephone directory, use through June 2005. | Text | TX0006011776 | 7/27/2004 | Dex Media, Inc. |
Webster City, IA, Clarion, Eagle Grove, telephone directory, use through December 2005. | Text | TX0006100760 | 1/18/2005 | Dex Media, Inc. |
West, UT, area, telephone directory, use through January 2005. | Text | TX0005901486 | 1/30/2004 | Dex Media, Inc. |
Western suburbs, IA, Perry, Winterset telephone directory, use through May 2005. | Text | TX0005972863 | 7/27/2004 | Dex Media, Inc. |
White Bear Lake, MN, area telephone directory, use through August 2005. | Text | TX0006029582 | 10/18/2004 | Dex Media, Inc. |
White Bear Lake, MN, area telephone directory, use through August 2005. | Text | TX0006162480 | 10/18/2004 | Dex Media, Inc. |
Williston, ND, telephone directory, use through April 2005. | Text | TX0005972864 | 7/27/2004 | Dex Media, Inc. |
Willmar, MN, telephone directory, use through April 2005. | Text | TX0006064141 | 7/27/2004 | Dex Media, Inc. |
Winona, MN, and surrounding area, telephone directory, use through October 2005. | Text | TX0006110747 | 2/8/2005 | Dex Media, Inc. |
Winslow, AZ, Holbrook, Joseph City telephone directory, use through April 2005. | Text | TX0005994423 | 5/13/2004 | Dex Media, Inc. |
Winter Park, CO telephone directory, use through October 2005. | Text | TX0006082782 | 12/3/2004 | Dex Media, Inc. |
Yakima Valley, WA, telephone directory, use through January 2005. | Text | TX0005880081 | 1/27/2004 | Dex Media, Inc. |
Yankton, SD, Vermillion and surrounding area, telephone directory, use through November 2005. | Text | TX0006100763 | 1/18/2005 | Dex Media, Inc. |
Yuma, AZ, telephone directory, use through March 2005. | Text | TX0005949129 | 3/23/2004 | Dex Media, Inc. |
Aberdeen, SD, telephone directory, use through September 2006. | Text | TX0006275174 | 12/23/2005 | Dex Media, Inc. |
Aberdeen, WA, telephone directory, April 2005. | Text | TX0006148489 | 4/26/2005 | Dex Media, Inc. |
Alamogordo, NM, telephone directory, use through April 2006. | Text | TX0006173737 | 5/20/2005 | Dex Media, Inc. |
Alamosa, CO, and surrounding area telephone directory, use through June 2006. | Text | TX0006190370 | 7/26/2005 | Dex Media, Inc. |
Albany, NY, telephone directory, use through November 2006. | Text | TX0006275168 | 1/17/2006 | Dex Media, Inc. |
Albert Lea, MN, Austin telephone directory, use through June 2006. | Text | TX0006190368 | 7/26/2005 | Dex Media, Inc. |
Albuquerque, NM, telephone directory, use through December 2006. | Text | TX0006288990 | 1/9/2006 | Dex Media, Inc. |
Albuquerque, NM, telephone directory, use through December 2006. | Text | TX0006289013 | 1/9/2006 | Dex Media, Inc. |
Algona, IA, Humboldt telephone direcotry, use throught April 2006. | Text | TX0006161907 | 4/21/2005 | Dex Media, Inc. |
Alliance, NE, Chadron, telephone directory, use through February 2006. | Text | TX0006114242 | 2/28/2005 | Dex Media, Inc. |
Ames, IA, Story County area, telephone directory, use through November 2006. | Text | TX0006268440 | 12/23/2005 | Dex Media, Inc. |
Apache Junction, AZ, East Mesa telephone directory, use through September 2006. | Text | TX0006244016 | 10/24/2005 | Dex Media, Inc. |
Artesia, NM, Cottonwood, Hope, Lakewood telephone directory, use through June, 2006. | Text | TX0006187612 | 7/17/2005 | Dex Media, Inc. |
Arvada, CO, Broomfield, Westmister, telephone directory, use through June 2006. | Text | TX0006196809 | 7/26/2005 | Dex Media, Inc. |
Aspen, CO, Glenwood Springs, and surrounding area telephone directory, Ocotober 2006. | Text | TX0006261857 | 12/23/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Astoria, OR, area yellow pages telephone directory, use through April 2006. | Text | TX0006148416 | 4/26/2005 | Dex Media, Inc. |
Atlantic, IA, and surrounding area, telephone directory, use through February 2006. | Text | TX0006114247 | 2/28/2005 | Dex Media, Inc. |
Aurora, Co, Montbello, DIA, telephone directory, use through June 2006. | Text | TX0006288913 | 12/23/2005 | Dex Media, Inc. |
Bainbridge Island, WA, Poulsbo and Suquamish telephone directory, use through June 2006. | Text | TX0006199127 | 7/17/2005 | Dex Media, Inc. |
Baker City, OR, La Grande areas telephone directory, use through May 2006. | Text | TX0006189803 | 7/17/2005 | Dex Media, Inc. |
Bear River, VA, Biwabik, Cook & others, telephone directory, use through October 2006 | Text | TX0006297697 | 12/23/2005 | Dex Media, Inc. |
Bemidji, MN, telephone directory, use through July 2006. | Text | TX0006275167 | 12/23/2005 | Dex Media, Inc. |
Big Horn Basin, WY, telephone directory, use through July 2006. | Text | TX0006239255 | 9/27/2005 | Dex Media, Inc. |
Billings, MT, telephone directory, use through January 2006. | Text | TX0006118803 | 2/28/2005 | Dex Media, Inc. |
Bismarck, ND, Mandan, telephone directory, use through December 2006. | Text | TX0006310027 | 2/16/2006 | Dex Media, Inc. |
Blackfoot, ID, Shelley, telephone directory, use through August 2006. | Text | TX0006236264 | 9/27/2005 | Dex Media, Inc. |
Boise, ID, Nampa/Caldwell telephone directory, use through January 2006. | Text | TX0006109642 | 2/25/2005 | Dex Media, Inc. |
Boone, IA, telephone directory, use through November 2006. | Text | TX0006271765 | 12/23/2005 | Dex Media, Inc. |
Boulder, CO, Longmont, telephone directory, use through December 2006. | Text | TX0006304416 | 2/17/2006 | Dex Media, Inc. |
Boulder, CO, telephone directory, use through December 2006. | Text | TX0006292393 | 2/17/2006 | Dex Media, Inc. |
Boulder, CO, telephone directory, use through January 2006. | Text | TX0006109786 | 2/28/2005 | Dex Media, Inc. |
Bozeman, MT, telephone directory, use through June 2006. | Text | TX0006236268 | 9/27/2005 | Dex Media, Inc. |
Brainerd Lakes, MN, telephone directory, use through June 2006. | Text | TX0006187984 | 7/26/2005 | Dex Media, Inc. |
Brigham City, UT, telephone directory, use through August 2006. | Text | TX0006244528 | 9/27/2005 | Dex Media, Inc. |
Brighton, CO, telephone directory, use through January 2006. | Text | TX0006109658 | 1/28/2005 | Dex Media, Inc. |
Buffalo, MN, Big Lake telephone directory, use through November 2006. | Text | TX0006271766 | 12/23/2005 | Dex Media, Inc. |
Burlington, IA, Mt. Pleasant & surrounding area telephone directory, use through January 2006. | Text | TX0006109392 | 1/28/2005 | Dex Media, Inc. |
Butte, MT, and surrounding area, telephone directory, use through May 2006. | Text | TX0006204777 | 7/17/2005 | Dex Media, Inc. |
Cache Valley, UT, telephone directory, use through August 2006. | Text | TX0006239253 | 9/27/2005 | Dex Media, Inc. |
Canon City, CO, Florence, Hillside, Penrose, Westcliffe, telephone directory, use through May 2006. | Text | TX0006179791 | 6/24/2005 | Dex Media, Inc. |
Carroll, IA, Glidden, Halbur, Ralston, telephone directory, use through January 2006. | Text | TX0006114245 | 2/28/2005 | Dex Media, Inc. |
Casa Grande, AZ, Ajo, Arizona City ... [et al.], telephone directory, January 2006. | Text | TX0006149897 | 3/31/2005 | Dex Media, Inc. |
Casper, WY and surrounding area telephone directory, use through July 2006. | Text | TX0006272928 | 12/23/2005 | Dex Media, Inc. |
Castle Rock, CO, Parker telephone directory, use through January 2006. | Text | TX0006109656 | 2/28/2005 | Dex Media, Inc. |
Cedar Rapids, IA, telephone directory, use through March 2006. | Text | TX0006148358 | 4/21/2005 | Dex Media, Inc. |
Central and downtown Denver, CO, telephone directory, use through June 2006. | Text | TX0006247973 | 10/20/2005 | Dex Media, Inc. |
Central Oregon telephone directory, use through February 2006. | Text | TX0006127072 | 3/11/2005 | Dex Media, Inc. |
Central Oregon, telephone directory, use through February 2006. | Text | TX0006127572 | 3/11/2005 | Dex Media, Inc. |
Central/southwest Tucson, AZ, area, City of South Tucson, Sells, Southwest, complete Tucson business & residential white pages, use through January 2006. | Text | TX0006118820 | 2/28/2005 | Dex Media, Inc. |
Centralia/Chehalis/serving Lewis County--use through December 2006. | Text | TX0006289022 | 1/9/2006 | Dex Media, Inc. |
Chandler, AZ, Gilbert telephone directory, use through September 2006. | Text | TX0006244018 | 10/24/2005 | Dex Media, Inc. |
Cheyenne, WY and surrounding area, use through March 2006. | Text | TX0006159048 | 5/2/2005 | Dex Media, Inc. |
Chisholm, MN, Hibbing, telephone directory, use through September 2006. | Text | TX0006261855 | 12/23/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Clackamas County, OR, telephone directory, use through February 2006. | Text | TX0006127570 | 3/11/2005 | Dex Media, Inc. |
Clark County, WA, telephone director, use through December 2006. | Text | TX0006288989 | 1/9/2006 | Dex Media, Inc. |
Cle Elum, WA, Easton, Roslyn, telephone directory, use through August 2006. | Text | TX0006236263 | 9/27/2005 | Dex Media, Inc. |
Clifton, AZ, Safford telephone directory, use through November 2006. | Text | TX0006248302 | 12/7/2005 | Dex Media, Inc. |
Clinton, IA, yellow pages telephone directory, use through April 2006. | Text | TX0006179854 | 6/24/2005 | Dex Media, Inc. |
Cloquet/Barnum--Carlton/Moose Lake including Brimson, Brookston, Cotton use through June 2006. | Text | TX0006187686 | 7/26/2005 | Dex Media, Inc. |
Clovis, NM, Portales yellow pages telephone directory, use through March 2006. | Text | TX0006148413 | 4/6/2005 | Dex Media, Inc. |
Cochise County, AZ, telephone directory, use through January 2006. | Text | TX0006109703 | 2/25/2005 | Dex Media, Inc. |
Colorado Springs, CO, and the Pikes Peak region telephone directory, use through January 2006. | Text | TX0006111577 | 2/28/2005 | Dex Media, Inc. |
Colville, WA, Laurier, Marcus & others telephone Directory, use through October 2006 | Text | TX0006231955 | 10/24/2005 | Dex Media, Inc. |
Corvallis, OR, and surrounding area, alphabetical listings for Albany, telephone directory, use through November 2006. | Text | TX0006248392 | 12/7/2005 | Dex Media, Inc. |
Corvallis, OR, telephone directory, use through November 2006. | Text | TX0006275121 | 1/17/2006 | Dex Media, Inc. |
Council Bluffs, IA, telephone directory, use through June 2006. | Text | TX0006187981 | 7/26/2005 | Dex Media, Inc. |
Craig, CO, Meeker, Steamboat Springs, telephone directory, through August 2006. | Text | TX0006268451 | 12/23/2005 | Dex Media, Inc. |
Decorah, IA, Elkader, West Union, and surrounding area telephone directory, use through January 2006. | Text | TX0006109391 | 1/28/2005 | Dex Media, Inc. |
Denver, CO, telephone directory, use through December 2006. | Text | TX0006304419 | 2/16/2006 | Dex Media, Inc. |
Denver, CO, telephone directory, use through December 2006. | Text | TX0006304420 | 2/16/2006 | Dex Media, Inc. |
Denver, CO, telephone directory, use through December 2006. | Text | TX0006304421 | 2/16/2006 | Dex Media, Inc. |
Denver, CO, telephone directory, use through December 2006. | Text | TX0006304422 | 2/16/2006 | Dex Media, Inc. |
Des Moines, IA, Ames, telephone directory, use through November 2006. | Text | TX0006268432 | 12/28/2005 | Dex Media, Inc. |
Des Moines, IA and surrounding area telephone directory, use through Novvember 2006. | Text | TX0006271889 | 12/27/2005 | Dex Media, Inc. |
Dickinson, ND, and surrounding area, telephone directory, use through February 2006. | Text | TX0006114246 | 2/28/2005 | Dex Media, Inc. |
Dubuque, IA, telephone directory, through September 2006. | Text | TX0006268452 | 12/23/2005 | Dex Media, Inc. |
Durango, CO, Cortez, telephone directory, use through May 2006. | Text | TX0006176179 | 6/24/2005 | Dex Media, Inc. |
East central Minnesota--Almelund, Braham--use through April 2006. | Text | TX0006159825 | 4/21/2005 | Dex Media, Inc. |
East County, OR, telephone directory, use through February 2006. | Text | TX0006127575 | 3/11/2005 | Dex Media, Inc. |
East Tucson, AZ, Davis Monthan Air Force Base, Corona de Tucson, Mt. Lemmon, complete Tucson business & residential white pages, use through January 2006. | Text | TX0006118823 | 2/28/2005 | Dex Media, Inc. |
East Valley, AZ, area telephone directory, use through September 2006 | Text | TX0006247529 | 10/24/2005 | Dex Media, Inc. |
East Valley, AZ, telephone directory, use through September 2006. | Text | TX0006248308 | 12/7/2005 | Dex Media, Inc. |
Eastern Montana, telephone directory, use through December 2006. | Text | TX0006297688 | 1/9/2006 | Dex Media, Inc. |
Edina, MN, St. Louis Park community edition yellow pages telephone directory, use through April 2006. | Text | TX0006177704 | 6/24/2005 | Dex Media, Inc. |
Englewood, CO, Littleton, Centennial, telephone directory, use through June 2006. | Text | TX0006196808 | 7/26/2005 | Dex Media, Inc. |
Estes Park--Allenspark/Glen Haven use through June 2006. | Text | TX0006187687 | 7/26/2005 | Dex Media, Inc. |
Eugene, OR, Springfield, Land County, telephone directory, use through June 2006. | Text | TX0006199113 | 7/17/2005 | Dex Media, Inc. |
Eugene, OR, Springfield telephone directory, use through June 2006. | Text | TX0006204834 | 7/17/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Evanston, WY, Kemmerer and surrounding area, telephone directory, use through October 2006. | Text | TX0006248301 | 12/7/2005 | Dex Media, Inc. |
Evergreen, CO, telephone directory, use through January 2006. | Text | TX0006109655 | 2/28/2005 | Dex Media, Inc. |
Fargo, ND, Moorhead telephone directory, use through March 2006. | Text | TX0006148494 | 4/21/2005 | Dex Media, Inc. |
Faribault, MN, Northfield, Owatonna, telephone directory, use through October 2006 | Text | TX0006268453 | 12/27/2005 | Dex Media, Inc. |
Farmington, NM, telephone directory, use through Feburary 2006. | Text | TX0006111559 | 2/28/2005 | Dex Media, Inc. |
Fergus Falls, MN, and surrounding area, telephone directory, September 2006. | Text | TX0006261856 | 12/23/2005 | Dex Media, Inc. |
Flagstaff, AR, and surrounding area, telphone directory, use through May 2006. | Text | TX0006199111 | 7/17/2005 | Dex Media, Inc. |
Florence, OR, telephone directory, use through May 2006. | Text | TX0006173735 | 5/20/2005 | Dex Media, Inc. |
Forest Lake, MN, area telephone directory, use through September 2006. | Text | TX0006268433 | 12/22/2005 | Dex Media, Inc. |
Fort Collins, CO, and surrounding area telephone directory, use through January 2006. | Text | TX0006111576 | 2/28/2005 | Dex Media, Inc. |
Fort Madison, IA, Keokuk, telephone directory, use through February 2006. | Text | TX0006114244 | 2/28/2005 | Dex Media, Inc. |
Fremont, NE, and surrounding area, telephone directory, use through July 2006. | Text | TX0006288931 | 12/23/2005 | Dex Media, Inc. |
Gallup, AZ, Grants telephone directory, use through March 2006. | Text | TX0006127071 | 4/11/2005 | Dex Media, Inc. |
Getaways : 2006 vacation planner. | Text | TX0006339495 | 2/17/2006 | Dex Media, Inc. |
Glacial Lakes, SD, area, telephone directory, use through December 2006. | Text | TX0006310028 | 2/16/2006 | Dex Media, Inc. |
Glasgow, MT and Northern Montana telephone Directory, use through September 2006. | Text | TX0006231954 | 10/24/2005 | Dex Media, Inc. |
Glenwood, MN, Starbuck, telephone directory, use through June 2006. | Text | TX0006190351 | 7/26/2005 | Dex Media, Inc. |
Globe, AZ, Miami, Superior and surrounding area telephone directory, use through March 2006. | Text | TX0006148354 | 4/26/2005 | Dex Media, Inc. |
Grafton, SD and surrounding area telephone direcotry, use throught April 2006. | Text | TX0006161908 | 4/21/2005 | Dex Media, Inc. |
Grand Forks, ND, East Grand Forks, and surrounding area, telephone directory, use through August 2006. | Text | TX0006288930 | 12/23/2005 | Dex Media, Inc. |
Grand Island, IA, telephone directory, use through July 2006. | Text | TX0006268420 | 12/27/2005 | Dex Media, Inc. |
Grand Junction, UT, telephone directory, use through April 2006. | Text | TX0006148303 | 4/21/2005 | Dex Media, Inc. |
Grand Rapids, MI, telephone directory, use through August 2006. | Text | TX0006275171 | 12/23/2005 | Dex Media, Inc. |
Grant Pass, OR, telphone directory, use through June 2006. | Text | TX0006239252 | 9/27/2005 | Dex Media, Inc. |
Great Falls, MT, telephone directory, use through September 2006. | Text | TX0006248311 | 12/7/2005 | Dex Media, Inc. |
Greater Albuquerque, NM, PLUS-including Rio Rancho, Los Lunas, Belen, use through December 2006. | Text | TX0006261851 | 1/17/2006 | Dex Media, Inc. |
Greater Eastside, WA, telephone directory, use throught September 2006. | Text | TX0006247525 | 10/24/2005 | Dex Media, Inc. |
Greater Northwest Valley, AZ, telephone directory, use through September 2006. | Text | TX0006243996 | 10/24/2005 | Dex Media, Inc. |
Greater Snohomish County, WA, telephone directory, use through March 2006. | Text | TX0006148409 | 4/26/2005 | Dex Media, Inc. |
Greater southwest valley and south central Phoenix, AZ telephone directory, use through September 2006. | Text | TX0006248343 | 12/7/2005 | Dex Media, Inc. |
Greater Westside, OR, telephone directory, use through February 2006. | Text | TX0006127609 | 3/11/2005 | Dex Media, Inc. |
Greeley, CO, Windsor, telephone directory, through September 2006. | Text | TX0006268449 | 12/23/2005 | Dex Media, Inc. |
Gunnison, MT, telephone directory, use through November 2006. | Text | TX0006268431 | 11/27/2005 | Dex Media, Inc. |
Heartland, NE, Lincoln and southeast Nebraska telephone directory, use through February 2006. | Text | TX0006162106 | 4/21/2005 | Dex Media, Inc. |
Helena, MT, and surrounding area, telephone directory, use through March 2006. | Text | TX0006154948 | 4/26/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Highland Park, MN, Summit Hill, telephone directory, use through September 2006. | Text | TX0006288909 | 12/23/2005 | Dex Media, Inc. |
Huron, SD, Mitchell, Pierre and surrounding area telephone directory, use through March 2006. | Text | TX0006162107 | 4/21/2005 | Dex Media, Inc. |
Idaho Springs, CO, Black Hawk, Central City & others, telephone directory, use through March 2006. | Text | TX0006148300 | 4/21/2005 | Dex Media, Inc. |
Iowa City, IA telephone directory, use through November 2006. | Text | TX0006268419 | 12/27/2005 | Dex Media, Inc. |
Iowa Falls, IA, Hampton and surrounding area telephone directory, use through April 2006. | Text | TX0006162935 | 4/21/2005 | Dex Media, Inc. |
Iowa Great Lakes, IA, yellow pages telephone directory, use through April 2006. | Text | TX0006179851 | 6/24/2005 | Dex Media, Inc. |
Jackson Hole, WY, telephone directory, use through June 2006. | Text | TX0006239256 | 9/27/2005 | Dex Media, Inc. |
Jackson, MN, Windom, telephone directory, use through November 2006. | Text | TX0006268444 | 12/27/2005 | Dex Media, Inc. |
Kitsap County, WA, telephone directory, use through July 2006. | Text | TX0006239259 | 9/27/2005 | Dex Media, Inc. |
Klamath Falls, OR, telephone directory, use through August 2006. | Text | TX0006239254 | 9/27/2005 | Dex Media, Inc. |
La Junta, CO, telephone directory, use through June 2006. | Text | TX0006195022 | 7/26/2005 | Dex Media, Inc. |
Lake Minnetonka, MN, community edition yellow pages telephone directory, use through April 2006. | Text | TX0006177705 | 6/24/2005 | Dex Media, Inc. |
Lakewood, CO, Golden, Wheat Ridge, telephone directory, use through June 2006. | Text | TX0006196810 | 7/26/2005 | Dex Media, Inc. |
Lamar, CO, and surrounding area, telephone directory, use through June 2006. | Text | TX0006190348 | 7/26/2005 | Dex Media, Inc. |
Lander, WY, Riverton, Crowheart & other telephone directory, use through February 2006. | Text | TX0006149804 | 3/31/2005 | Dex Media, Inc. |
Laramie, WY, telephone directory, use through December 2006. | Text | TX0006322610 | 2/16/2006 | Dex Media, Inc. |
Las Cruces, NM, telephone directory, use through March 2006. | Text | TX0006127574 | 3/11/2005 | Dex Media, Inc. |
Las Vegas/Raton area--Cimarron, Clayton, Mora, Springer--use through September 2006. | Text | TX0006247887 | 9/27/2005 | Dex Media, Inc. |
Le Sueur, NM, St. Peter telephone directory, use through June 2006. | Text | TX0006190367 | 7/26/2005 | Dex Media, Inc. |
Lewiston, WA, Clarkston, telephone directory, use through January 2006. | Text | TX0006118821 | 2/28/2005 | Dex Media, Inc. |
Lewistown, MT, telephone directory, use through August 2006. | Text | TX0006239306 | 9/27/2005 | Dex Media, Inc. |
Limon, CO, Burlington and surrounding area telephone directory, use through February 2006. | Text | TX0006111555 | 2/28/2005 | Dex Media, Inc. |
Little Falls, NM, telephone directory, use through February 2006. | Text | TX0006114243 | 2/28/2005 | Dex Media, Inc. |
Longmont, CO, telephone directory, use through May 2006. | Text | TX0006179720 | 6/24/2006 | Dex Media, Inc. |
Longview, WA, and surrounding area, telphone directory, use through June 2006. | Text | TX0006199112 | 7/17/2005 | Dex Media, Inc. |
Los Lunas, NM, Belen, telephone directory, use through June 2006. | Text | TX0006236265 | 9/27/2005 | Dex Media, Inc. |
Loveland, CO, Berthoud telephone directory, use through February 2006. | Text | TX0006162937 | 4/21/2005 | Dex Media, Inc. |
Maarshalltown, IA and surrounding area telephone direcotry, use throught April 2006. | Text | TX0006161909 | 4/21/2005 | Dex Media, Inc. |
Malad City, OR, Holbook, telephone directory, use through December 2006. | Text | TX0006272609 | 1/9/2006 | Dex Media, Inc. |
Mason City, IA, telephone directory, use through June 2006. | Text | TX0006190371 | 7/26/2005 | Dex Media, Inc. |
Medford, OR, Ashland, telephone directory, use through April 2006. | Text | TX0006148491 | 4/26/2005 | Dex Media, Inc. |
Medford, OR, Ashland, telephone directory, use through April 2006. | Text | TX0006173731 | 5/20/2005 | Dex Media, Inc. |
Metro Denver A-L, yellow pages, December 2006. | Text | TX0006292391 | 2/21/2006 | Dex Media, Inc. |
Metro Denver, CO, M-Z, yellow pages, use through December 2006. | Text | TX0006292402 | 2/21/2006 | Dex Media, Inc. |
Minneapolis A-Z and surrounding area, telephone directory, use through April 2006. | Text | TX0006172911 | 6/24/2005 | Dex Media, Inc. |
Minnesota northwest, telephone directory, use through April 2006. | Text | TX0006154942 | 4/21/2005 | Dex Media, Inc. |
Minnesota southwest, telephone directory, use through November 2006. | Text | TX0006268454 | 12/27/2005 | Dex Media, Inc. |
Missoula, and surrounding area, use through February 2006. | Text | TX0006107350 | 3/31/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Mohave County, CA, Colorado River area, telephone directory, use through November 2006. | Text | TX0006248386 | 12/7/2005 | Dex Media, Inc. |
Montrose, CO, Delta, Telluride, telephone directory, use through April 2006. | Text | TX0006176178 | 6/24/2005 | Dex Media, Inc. |
Morris, MN, telephone directory, use through June 2006. | Text | TX0006190350 | 7/26/2005 | Dex Media, Inc. |
Moses Lake, WA, Ephrata, Othello (including Royal City), Ritzville and surrounding area telephone directory, use through October 2006. | Text | TX0006248350 | 12/7/2005 | Dex Media, Inc. |
Mountain Home, ID, telephone directory, use through February 2006. | Text | TX0006118799 | 2/28/2005 | Dex Media, Inc. |
Muscatine, IA, yellow pages telephone directory, use through April 2006. | Text | TX0006179852 | 6/24/2005 | Dex Media, Inc. |
Nampa, ID, Caldwell, and surrounding area, use through January 2006. | Text | TX0006109389 | 2/25/2005 | Dex Media, Inc. |
Newport, OR, Lincoln City, telephone directory, use through June 2006. | Text | TX0006239258 | 9/27/2005 | Dex Media, Inc. |
Nogales, AZ, Rio Rico, telephone directory, use through November 2006. | Text | TX0006288999 | 1/9/2005 | Dex Media, Inc. |
Norfolk, NE, telephone directory, use through August 2006. | Text | TX0006275172 | 12/23/2005 | Dex Media, Inc. |
North Dakota, South Central telephone directory, use through June 2006. | Text | TX0006190369 | 7/26/2005 | Dex Media, Inc. |
North/northwest Tucson, AZ, area, telephone directory, use through January 2006. | Text | TX0006118827 | 2/28/2005 | Dex Media, Inc. |
North Platte, NE, McCook, telephone directory, use through October 2006. | Text | TX0006288928 | 12/23/2005 | Dex Media, Inc. |
Northeast, CO, and surrounding area, use through June 2006. | Text | TX0006187880 | 7/26/2005 | Dex Media, Inc. |
Northeastern Wyoming and surrounding area telephone directory, use through October 2006. | Text | TX0006272929 | 12/23/2005 | Dex Media, Inc. |
Northern Hills, SD, telephone directory, use through May 2006. | Text | TX0006176177 | 6/24/2005 | Dex Media, Inc. |
Northglenn, CO, Thornton, Commerce City ... [et al.], telephone directory, use through June 2006. | Text | TX0006196343 | 7/26/2005 | Dex Media, Inc. |
Northwest, MN, suburban area yellow pages telephone directory, use through April 2006. | Text | TX0006179857 | 6/24/2005 | Dex Media, Inc. |
Ogden, UT, North Davis and surrounding area, telphone directory, use through June 2006. | Text | TX0006199110 | 7/17/2005 | Dex Media, Inc. |
Ogden, UT, North Davis telephone directory, use through June 2006. | Text | TX0006189805 | 7/17/2005 | Dex Media, Inc. |
Okanogan Valley, WA, Grand Coulee Dam telephone directory, use through January 2005. | Text | TX0006109408 | 2/25/2005 | Dex Media, Inc. |
Olympia, WA, Lacey, Tumwater and surrounding area, telephone directory, use through September 2006. | Text | TX0006248387 | 12/7/2005 | Dex Media, Inc. |
Olympia, WA, Shelton telephone directory, use through September 2006. | Text | TX0006231949 | 10/24/2005 | Dex Media, Inc. |
Omaha, NB, Council Bluffs and surrounding areas, telephone directory, use through June 2006. | Text | TX0006247972 | 10/20/2005 | Dex Media, Inc. |
Omaha, NE, official directory, use through June 2006. | Text | TX0006193597 | 7/26/2005 | Dex Media, Inc. |
Omaha South, NE, Southwest, telephone directory. | Text | TX0006247844 | 10/20/2005 | Dex Media, Inc. |
Omaha South, Southwest, NE, telephone directory, use through June 2006. | Text | TX0006247843 | 9/27/2005 | Dex Media, Inc. |
O’Neill, NE, Valentine, telephone directory, use through October 2006. | Text | TX0006275165 | 12/23/2005 | Dex Media, Inc. |
Ottumwa, IA, telephone directory, use through March 2006. | Text | TX0006162936 | 4/21/2005 | Dex Media, Inc. |
Park City, UT, Heber City, Coalville ...[et al.], telephone directory, use through November 2006. | Text | TX0006248388 | 12/7/2005 | Dex Media, Inc. |
Park Rapids, MN, Staples, Wadena, telephone directory, through July 2006. | Text | TX0006268450 | 12/23/2005 | Dex Media, Inc. |
Payette, ID, telephone directory, use through May 2006. | Text | TX0006173734 | 5/20/2005 | Dex Media, Inc. |
Payson, AZ, Pine, Strawberry yellow pages telephone directory, use through March 2006. | Text | TX0006148414 | 4/26/2005 | Dex Media, Inc. |
Pendleton, OR, Athena, Weston, telephone directory, use through February 2006. | Text | TX0006127571 | 3/11/2005 | Dex Media, Inc. |
Phoenix, AZ, metro A-l, telephone directory, use through March 2006. | Text | TX0006173739 | 5/20/2005 | Dex Media, Inc. |
Phoenix, AZ, metro M-Z, telephone directory, use through March 2006. | Text | TX0006173738 | 5/20/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Phoenix, AZ, metro telephone directory, use through March 2006. | Text | TX0006173730 | 5/20/2005 | Dex Media, Inc. |
Pocatello, ID, telephone directory, use through June 2006. | Text | TX0006239257 | 9/27/2005 | Dex Media, Inc. |
Port Angeles, WA, Sequim, telephone directory, use through December 2006. | Text | TX0006289016 | 1/9/2006 | Dex Media, Inc. |
Port Townsend, WA, Port Ludlow, Brinnon & others, telephone directory, use through December 2006. | Text | TX0006289012 | 1/9/2006 | Dex Media, Inc. |
Portland, OR, telephone directory, use through December 2006. | Text | TX0006297754 | 1/17/2006 | Dex Media, Inc. |
Portland, WA, A-Z, telephone directory, use through December 2006. | Text | TX0006288986 | 1/12/2006 | Dex Media, Inc. |
Prescott, AZ, yellow pages telephone directory, use through April 2006. | Text | TX0006148410 | 4/25/2005 | Dex Media, Inc. |
Price, UT, Helper telephone directory, use through March 2006. | Text | TX0006148353 | 4/26/2005 | Dex Media, Inc. |
Provo, UT, Orem and surrounding area telephone directory, December 2006. | Text | TX0006261850 | 1/17/2006 | Dex Media, Inc. |
Provo, UT, Orem, telephone directory, use through December 2006. | Text | TX0006288970 | 1/17/2006 | Dex Media, Inc. |
Pueblo, CO, yellow pages telephone directory, use through April 2006. | Text | TX0006177707 | 6/24/2005 | Dex Media, Inc. |
Puyallup, WA, telephone directory, use through January 2006. | Text | TX0006118822 | 2/28/2005 | Dex Media, Inc. |
Quad cities, IL, telephone directory, use through October 2006. | Text | TX0006268416 | 12/23/2005 | Dex Media, Inc. |
Rapid City, SD, telephone directory, use through May 2006. | Text | TX0006179718 | 6/24/2005 | Dex Media, Inc. |
Rawlins, WY, Encampment, Hanna, Sartoga, telephone directory, use through May 2006. | Text | TX0006179790 | 6/24/2005 | Dex Media, Inc. |
Redwing, MN, yellow pages telephone directory, use through April 2006. | Text | TX0006179853 | 6/24/2005 | Dex Media, Inc. |
Rio Rancho, NM, Albuquerque west area, telephone directory, use through December 2006. | Text | TX0006288910 | 1/17/2006 | Dex Media, Inc. |
Rochester, MN and surrounding area telephone directory, use through March 2006. | Text | TX0006162108 | 4/21/2005 | Dex Media, Inc. |
Rock Springs, WV, Green River, Farson, Pinedale, telephone directory, use through October 2006. | Text | TX0006248389 | 12/7/2005 | Dex Media, Inc. |
Roseburg, OR, and surrounding area telephone directory, use through October 2006. | Text | TX0006248391 | 12/7/2005 | Dex Media, Inc. |
Roswell, NM, telephone directory, use through March 2006. | Text | TX0006148408 | 4/26/2005 | Dex Media, Inc. |
Salem, OR, Dallas, Woodburn telephone directory, use through June 2006. | Text | TX0006204835 | 7/17/2005 | Dex Media, Inc. |
Salem, OR, Keizer telephone directory, use through June 2006. | Text | TX0006185409 | 7/17/2005 | Dex Media, Inc. |
Buena Vista, IA, Fairplay, use through May 2006. | Text | TX0006176175 | 6/24/2005 | Dex Media, Inc. |
Salt Lake City, UT, telephone directory, use through September 2006 | Text | TX0006305481 | 2/23/2006 | Dex Media, Inc. |
Salt Lake City, UT, telphone directory, use through September 2005. | Text | TX0006239250 | 9/27/2005 | Dex Media, Inc. |
Santa Fe, NM, Los Alamos, White Rock, ... et al., telephone directory, May 2006. | Text | TX0006185403 | 7/17/2005 | Dex Media, Inc. |
Sauk Centre, MN, telephone directory, use through June 2006. | Text | TX0006190349 | 7/26/2005 | Dex Media, Inc. |
Scottsdale, AZ, telephone directory, use through September 2006. | Text | TX0006244017 | 10/24/2005 | Dex Media, Inc. |
Seattle, WA metro, serving King County and south Snohomish County, use through May 2006. | Text | TX0006200599 | 7/17/2005 | Dex Media, Inc. |
Seattle, WA, metro telphone directory, use through June 2006. | Text | TX0006239251 | 9/27/2005 | Dex Media, Inc. |
Shelton, WA, telephone directory, use through September 2006. | Text | TX0006247526 | 10/24/2005 | Dex Media, Inc. |
Shenandoah, IA, telephone directory, use through November 2006. | Text | TX0006310029 | 2/16/2006 | Dex Media, Inc. |
Sidney, NE, Kimball, telephone directory, use through August 2006. | Text | TX0006275169 | 12/23/2005 | Dex Media, Inc. |
Silver City, NM, Deming, Lordsburg telephone directory, use through October 2006. | Text | TX0006248349 | 12/7/2005 | Dex Media, Inc. |
Sioux City, IA, and surrounding area, telephone directory, use through October 2006. | Text | TX0006268441 | 12/23/2005 | Dex Media, Inc. |
Sioux Falls, SD, telephone directory, use through August 2006. | Text | TX0006268410 | 12/27/2005 | Dex Media, Inc. |
Siouxland North, IA, telephone directory, use through October 2006. | Text | TX0006275170 | 12/23/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Siouxland South, IA, telephone directory, use through October 2006. | Text | TX0006275166 | 12/23/2005 | Dex Media, Inc. |
Socorro, NM, Bingham, Datil & others telephone directory, use through April 2006. | Text | TX0006148351 | 4/26/2005 | Dex Media, Inc. |
Soda Springs, ID, telephone directory, use through January 2006. | Text | TX0006109394 | 2/25/2005 | Dex Media, Inc. |
South Central, UT, telephone directory, use through May 2006. | Text | TX0006173733 | 5/20/2005 | Dex Media, Inc. |
South Jeffco, CO, Columbine Valley, telephone directory, use through June 2005. | Text | TX0006195024 | 7/26/2005 | Dex Media, Inc. |
South King County, WA, telephone directory, use through August 2006. | Text | TX0006243992 | 10/24/2005 | Dex Media, Inc. |
South of the River, MN, suburbs telephone directory, use through October 2006. | Text | TX0006261852 | 12/23/2005 | Dex Media, Inc. |
South Valley, UT, area telephone directory, use through January 2006. | Text | TX0006109654 | 2/25/2005 | Dex Media, Inc. |
Southern UT, telephone directory, use through May 2006. | Text | TX0006173736 | 5/20/2005 | Dex Media, Inc. |
Southwest suburban area Belle Plaine, MN, & others, community edition yellow pages telephone directory, use through April 2006. | Text | TX0006177706 | 6/24/2005 | Dex Media, Inc. |
Spokane, WA, Coeur d’Alene, telephone directory, use through September 2006. | Text | TX0006239314 | 9/27/2005 | Dex Media, Inc. |
Spokane, WA, Spokane Valley & Coeur d’Alene, ID, telephone directory, use through September 2006. | Text | TX0006246738 | 9/27/2005 | Dex Media, Inc. |
St. Cloud, MN, and surrounding area, telephone directory, use through February 2006. | Text | TX0006154950 | 4/21/2005 | Dex Media, Inc. |
St. Croix Valley, MN, telephone directory, use through September 2006. | Text | TX0006268434 | 12/22/2005 | Dex Media, Inc. |
St. Helens, OR telephne directory, June 2006 | Text | TX0006200635 | 7/17/2005 | Dex Media, Inc. |
St. Paul, MN, telephone directory, use through September 2006. | Text | TX0006268411 | 12/27/2005 | Dex Media, Inc. |
Storm Lake, IA, Cherokee, and surrounding area, telephone directory, use through March 2006. | Text | TX0006154941 | 4/21/2005 | Dex Media, Inc. |
Summit County, CO, telephone directory, use through November 2006. | Text | TX0006268418 | 12/27/2005 | Dex Media, Inc. |
Tacoma, WA, and surrounding area, DuPont, Fife, Fircrest, telephone directory, use through January 2006. | Text | TX0006118826 | 2/28/2005 | Dex Media, Inc. |
Taos, NM, telephone directory, use through July 006. | Text | TX0006239307 | 9/27/2005 | Dex Media, Inc. |
Tillamook County, OR, telephone directory, use through June 2006. | Text | TX0006187614 | 7/17/2005 | Dex Media, Inc. |
Tooele, UT, Dugway, Grantsvile, Ibapath, NV ... [et al.], telephone directory, use through November 2006. | Text | TX0006248385 | 12/7/2005 | Dex Media, Inc. |
Tri-cities regional, WA, telephone directory, use through August 2006. | Text | TX0006236030 | 9/27/2005 | Dex Media, Inc. |
Trinidad, CO, telephone directory, use through May 2006. | Text | TX0006176174 | 6/24/2005 | Dex Media, Inc. |
Tucson, AZ, telephone directory, use through September 2006. | Text | TX0006243906 | 10/24/2005 | Dex Media, Inc. |
Tucson, AZ, telephone directory, use through September 2006. | Text | TX0006231902 | 10/24/2005 | Dex Media, Inc. |
Tucumcari, NM, Conchas Dam, Logan & others telephone directory, use through October 2006. | Text | TX0006248300 | 12/7/2005 | Dex Media, Inc. |
Twin Cities, MN, Dex plus yellow pages telephone directory, use through April 2006. | Text | TX0006179856 | 6/24/2005 | Dex Media, Inc. |
Twin Falls, ID, Burley, telephone directory, use through April 2006. | Text | TX0006154949 | 4/26/2005 | Dex Media, Inc. |
Twin Ports, MN, telephone directory, use through June 2006. | Text | TX0006193642 | 7/26/2005 | Dex Media, Inc. |
Uintah Basin, UT, telephone directory, use through February 2006. | Text | TX0006118798 | 2/28/2005 | Dex Media, Inc. |
University of Nebraska-Lincoln student directory 2005-2006. | Text | TX0006289303 | 12/18/2005 | Dex Media, Inc. |
Wahpeton, ND, Breckenridge and surrounding area, telephone directory, use through September 2006. | Text | TX0006288929 | 12/23/2005 | Dex Media, Inc. |
Walla Walla, WA, telephone directory, use through March 2006. | Text | TX0006148490 | 4/26/2005 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Walsenburg, CO, Gardner, La Veta-Cuchara, telephone directory, use through June 2006. | Text | TX0006190352 | 7/26/2005 | Dex Media, Inc. |
Waterloo, IA, Cedar Falls telephone directory, use through June 2006. | Text | TX0006187983 | 7/26/2005 | Dex Media, Inc. |
Webster City, IA, Clarion, Eagle Grove, telephone directory, use through December 2006. | Text | TX0006310030 | 2/16/2006 | Dex Media, Inc. |
West Area, UT, telephone directory, use through January 2006. | Text | TX0006118800 | 2/28/2005 | Dex Media, Inc. |
Western suburbs, IA, telephone directory, use through May 2006 | Text | TX0006176176 | 6/24/2005 | Dex Media, Inc. |
White Bear Lake, MN, area telephone directory, use through September 2006. | Text | TX0006268435 | 12/22/2005 | Dex Media, Inc. |
Wickenburg, AZ, Aguila, Circle City & others, telephone directory, use through February 2006. | Text | TX0006118797 | 2/28/2005 | Dex Media, Inc. |
Williston, ND, telephone directory, use through April 2006. | Text | TX0006148357 | 4/21/2005 | Dex Media, Inc. |
Litchfield, MN, Montevideo, Willmar and surrounding area, use through April 2006. | Text | TX0006179850 | 6/24/2005 | Dex Media, Inc. |
Winona, IA, telephone directory, use through October 2006. | Text | TX0006275173 | 12/23/2005 | Dex Media, Inc. |
Winslow, AZ, Holbrook, Joseph City telephone directory, use through April 2006. | Text | TX0006148352 | 4/26/2005 | Dex Media, Inc. |
Winter Park, CO, telephone directory, use through October 2006. | Text | TX0006271764 | 12/23/2005 | Dex Media, Inc. |
Yakima Valley, WA, telephone directory, use through January 2006. | Text | TX0006109702 | 2/25/2005 | Dex Media, Inc. |
Yankton, SD, Vermillion telephone directory, use through November 2006. | Text | TX0006268417 | 12/27/2005 | Dex Media, Inc. |
Yuma, AZ, yellow pages telephone directory, use through March 2006. | Text | TX0006148417 | 4/26/2005 | Dex Media, Inc. |
Aberdeen, IN, Hoquiam, Raymond, South Bend, telephone directory, use through April 2007. | Text | TX0006340822 | 4/21/2006 | Dex Media, Inc. |
Aberdeen, SD, telephone directory, use through September 2007. | Text | TX0006435131 | 10/6/2006 | Dex Media, Inc. |
Alamogordo & others, telephone directory, use through April 2007. | Text | TX0006342724 | 5/31/2006 | Dex Media, Inc. |
Alamosa, CO, yellow pages telephone directory, use through June 2007. | Text | TX0006403219 | 6/26/2006 | Dex Media, Inc. |
Albany, OR, and surrounding area telephone directory, use through Oct. 2007. | Text | TX0006483518 | 11/7/2006 | Dex Media, Inc. |
Albert Lea/Austin and surrounding area, use through June 2007. | Text | TX0006372867 | 6/13/2006 | Dex Media, Inc. |
Albuquerque, NM, Bernalillo, Corrales and others, telephone directory, December 2007. | Text | TX0006507659 | 2/2/2007 | Dex Media, Inc. |
Algona, IA, Humboldt and surrounding area, telephone directory, use through April 2007. | Text | TX0006352085 | 5/17/2006 | Dex Media, Inc. |
Alliance, NE, Chadron, Bridgeport, Crawford ... [et al.], telephone directory, February 2007. | Text | TX0006351990 | 4/28/2006 | Dex Media, Inc. |
Apache Junction/East Mesa, AZ, Gold Canyon Ranch, telephone directory, use through September 2007. | Text | TX0006444914 | 10/6/2006 | Dex Media, Inc. |
Artesia, MN, and surrounding area, telephone directory, use through June 2007. | Text | TX0006402840 | 6/26/2006 | Dex Media, Inc. |
Arvada, CO, Broomfield, Westminster telephone directory, use through 2007. | Text | TX0006426718 | 8/30/2006 | Dex Media, Inc. |
Aspen, CO, Glenwood Springs and surrounding area telephone directory, use through October 2007. | Text | TX0006450383 | 11/7/2006 | Dex Media, Inc. |
Atlantic, IA, and surrounding area, telephone directory, use through February 2007. | Text | TX0006336413 | 4/28/2006 | Dex Media, Inc. |
Aurora, CO, Montbello, DIA, & others, telephone directory, June 2007. | Text | TX0006403385 | 7/17/2006 | Dex Media, Inc. |
Bainbridge Island, WA, Poulsbo and Suquamish, telephone directory, use through June 2007. | Text | TX0006406982 | 7/17/2006 | Dex Media, Inc. |
Baker City, OR, La Grande areas, telephone directory, May 2007. | Text | TX0006360052 | 5/31/2006 | Dex Media, Inc. |
Bellingham, WA, telephone directory, use through February 2007. | Text | TX0006336979 | 4/21/2006 | Dex Media, Inc. |
Big Horn Basin, WY, telephone directory, use through July 2007. | Text | TX0006426725 | 8/30/2006 | Dex Media, Inc. |
Billings, MT, telephone directory, use through January 2007. | Text | TX0006305412 | 2/23/2006 | Dex Media, Inc. |
Bismarck, ND, Mandan, telephone directory, use through December 2007. | Text | TX0006499859 | 1/16/2007 | Dex Media, Inc. |
Boise, ID, Nampa, Caldwell, telephone directory, use through January 2007. | Text | TX0006288912 | 1/17/2006 | Dex Media, Inc. |
Boise, IL, Nampa, telephone directory, use through January 2007. | Text | TX0006272969 | 1/17/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Boulder, CO, Lafayette, Louisville & others, telephone directory 2007. | Text | TX0006507715 | 2/2/2007 | Dex Media, Inc. |
Boulder, CO, Longmont, telephone directory, use through December 2007. | Text | TX0006507705 | 2/2/2007 | Dex Media, Inc. |
Bozeman, MT, and surrounding area, use through June 2007. | Text | TX0006403316 | 6/26/2006 | Dex Media, Inc. |
Brainerd Lakes, MN, yellow pages telephone directory, use through June 2007. | Text | TX0006403220 | 6/26/2006 | Dex Media, Inc. |
Brighton, CO, telephone directory, use through January 2007. | Text | TX0006336853 | 4/28/2006 | Dex Media, Inc. |
Buffalo, MN, Big Lake, Monticello, and surrounding area telephone directory, use through November 2007. | Text | TX0006493352 | 1/5/2007 | Dex Media, Inc. |
Burlington, IA, Mt. Pleasant, Danville & others, telephone directory, use through January 2007. | Text | TX0006329605 | 4/272006 | Dex Media, Inc. |
Butte, MT, and surrounding area, telephone directory, use through May 2007. | Text | TX0006342720 | 5/31/2006 | Dex Media, Inc. |
Cache Valley, UT, telephone directory, use through August 2007. | Text | TX0006426724 | 8/30/2006 | Dex Media, Inc. |
Canon City, CO, Florence, Hillside, and others, telephone directory, use through May 2007. | Text | TX0006357708 | 6/15/2006 | Dex Media, Inc. |
Carroll, IA, Glidden, Halbur, Ralston, telephone directory, use through January 2007. | Text | TX0006329604 | 4/27/2006 | Dex Media, Inc. |
Casa Grande, AZ, telephone directory, use through February 2007. | Text | TX0006305411 | 2/23/2006 | Dex Media, Inc. |
Casper, WY, telephone directory, use through July 2007. | Text | TX0006426722 | 8/30/2006 | Dex Media, Inc. |
Castle Rock, CO, Parker, telephone directory, use through January 2007. | Text | TX0006336854 | 4/28/2006 | Dex Media, Inc. |
Cedar Rapids, IA and surrounding area, telephone directory, use through April 2007. | Text | TX0006352089 | 5/17/2006 | Dex Media, Inc. |
Central and downtown Denver, CO, telephone directory, through June 2007. | Text | TX0006399808 | 7/17/2006 | Dex Media, Inc. |
Central Oregon, Bend, Black Butte, Camp Sherman, La Pine Madras, Prineville, Redmond, Sisters, Sunriver, use through March 2007. | Text | TX0006336850 | 4/21/2006 | Dex Media, Inc. |
Central Oregon, telephone directory, use through March 2007. | Text | TX0006336985 | 4/21/2006 | Dex Media, Inc. |
Central/southwest Tucson, AZ, area telephone directory, use through January 2007. | Text | TX0006299847 | 2/23/2006 | Dex Media, Inc. |
Centralia, WA, Chehalis, serving Lewis County, use through December 2007. | Text | TX0006542251 | 1/5/2007 | Dex Media, Inc. |
Chandler/Gilbert, AZ, Higley, Sun Lakes, Queen Creek, telephone directory, use through September 2007. | Text | TX0006444916 | 10/6/2006 | Dex Media, Inc. |
Cheyenne, WY, telephone directory, February 2007. | Text | TX0006351991 | 4/27/2006 | Dex Media, Inc. |
Chisholm, MN, Hibbing, telephone directory, use through September 2007. | Text | TX0006435138 | 10/6/2006 | Dex Media, Inc. |
Clackamas County, OR, telephone directory, use through February 2007. | Text | TX0006319869 | 3/27/2006 | Dex Media, Inc. |
Clark County-Vancouver and surrounding area--use through December 2007. | Text | TX0006546736 | 1/5/2007 | Dex Media, Inc. |
Cle Elum, WA, Easton, Roslyn, telephone directory, use through August 2007. | Text | TX0006426715 | 8/30/2006 | Dex Media, Inc. |
Clifton, NM, Duncan, Morenci, Pima, Thatcher, Virden, telephone directory, use through November 2007. | Text | TX0006538754 | 1/5/2007 | Dex Media, Inc. |
Clinton, IA, Camanche, Maquoketa and surrounding area, telephone directory, use throught April 2007. | Text | TX0006352087 | 5/17/2006 | Dex Media, Inc. |
Cloquet, MN, Barnum, Carlton/Moose Lake ... [et al.], telephone directory, use through June 2007. | Text | TX0006373356 | 6/13/2006 | Dex Media, Inc. |
Clovis, NM, Portales, telephone directory, use through March 2007. | Text | TX0006333551 | 4/21/2006 | Dex Media, Inc. |
Cochise County, AZ, telephone directory, use through January 2007. | Text | TX0006288992 | 1/17/2006 | Dex Media, Inc. |
Colorado City, UT, Fredonia, AZ & Mesquite, NV, telephone directory, use through May 2007. | Text | TX0006342719 | 5/31/2006 | Dex Media, Inc. |
Colorado Springs, CO, telephone directory, use through January 2007. | Text | TX0006336403 | 4/27/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Colorado Springs, CO, telephone directory, use through January 2007. | Text | TX0006336412 | 4/28/2006 | Dex Media, Inc. |
Colville, WA, and surrounding area telephone directory, use through October 2007. | Text | TX0006444913 | 10/6/2006 | Dex Media, Inc. |
Corvallis, CO, and surrounding area, alphabetical listings for Albany and surrounding area, use through Oct. 2007. | Text | TX0006483516 | 11/7/2006 | Dex Media, Inc. |
Council Bluffs, IA & surrounding areas telephone directory, June 2007. | Text | TX0006399774 | 7/17/2006 | Dex Media, Inc. |
Craig, CO, Meeker, Steamboat Springs telephone directory, use through August 2007. | Text | TX0006426721 | 8/30/2006 | Dex Media, Inc. |
Davenport, IA, Bettendorf, Scott County telephone directory, use through October 2007. | Text | TX0006450386 | 11/7/2006 | Dex Media, Inc. |
Decorah, IA, Elkader, West Union and surrounding area, telephone directory, use through January 2007. | Text | TX0006329602 | 4/27/2006 | Dex Media, Inc. |
Denver, CO, covering the metro area (south) Plus telephone directory, use through December 2007. | Text | TX0006505993 | 2/2/2007 | Dex Media, Inc. |
Denver, CO, covering the Metro area, telephone directory, use through December 2007. | Text | TX0006505955 | 2/2/2007 | Dex Media, Inc. |
Denver, CO, metro area (east) telephone directory, use through December 2007. | Text | TX0006507709 | 2/2/2007 | Dex Media, Inc. |
Denver, CO, metro area (west) telephone directory, use through December 2007. | Text | TX0006507708 | 2/2/2007 | Dex Media, Inc. |
Des Moines, IA, and surrounding area, telephone directory, use through November 2007. | Text | TX0006493357 | 1/5/2007 | Dex Media, Inc. |
Detroit Lakes, MI, telephone directory, use through 2007. | Text | TX0006357693 | 6/15/2006 | Dex Media, Inc. |
Detroit Lakes, MN, and surrounding area, telephone directory, use through May 2006. | Text | TX0006309112 | 3/1/2006 | Dex Media, Inc. |
Dex Plus-Twin Cities, MN, Minneapolis and surrounding area/Dex Plus-Twin Cities, St. Paul and surround area, use through April 2007. | Text | TX0006363132 | 5/17/2006 | Dex Media, Inc. |
Dickinson, NC, telephone directory, February 2007. | Text | TX0006351989 | 4/28/2006 | Dex Media, Inc. |
Dubuque, IA, telephone directory, use through September 2007. | Text | TX0006435132 | 10/6/2006 | Dex Media, Inc. |
Durango, CO, Cortez, telephone directory, use through May 2007. | Text | TX0006357682 | 6/15/2006 | Dex Media, Inc. |
East Central Minnesota, telephone directory, use through 2007. | Text | TX0006336347 | 4/27/2006 | Dex Media, Inc. |
East County, OR, telephone directory, use through February 2007. | Text | TX0006319866 | 3/27/2006 | Dex Media, Inc. |
East Tucson, AZ, area telephone directory, use through January 2007. | Text | TX0006299846 | 2/23/2006 | Dex Media, Inc. |
East Valley, AZ, telephone directory, use through September 2007. | Text | TX0006449537 | 10/27/2006 | Dex Media, Inc. |
East Valley PLUS, and surrounding area, use through September 2007. | Text | TX0006434775 | 10/6/2006 | Dex Media, Inc. |
Eastern Montana, telephone directory, use through December 2007. | Text | TX0006538755 | 1/5/2007 | Dex Media, Inc. |
Edina, MO, St. Louis Park, telephone directory, use through April 2007. | Text | TX0006346520 | 5/16/2006 | Dex Media, Inc. |
Englewood, CO, Littleton, Centennial, Highlands Ranch, South Metro Denver, telephone directory, use through June 2007. | Text | TX0006399802 | 7/17/2006 | Dex Media, Inc. |
Estes Park, Allenspark, Glen Haven and surrounding area, use through June 2007. | Text | TX0006372868 | 6/13/2006 | Dex Media, Inc. |
Eugene, OR, Springfield, Lane County telephone directory, June 2007. | Text | TX0006369892 | 6/13/2006 | Dex Media, Inc. |
Eugene/Springfield plus - use through June 2007. | Text | TX0006374163 | 6/13/2006 | Dex Media, Inc. |
Evanston/Demmerer--and surrounding area, telephone directory, use through October 2007. | Text | TX0006455399 | 11/7/2006 | Dex Media, Inc. |
Evergreen, CO, telephone directory, use through January 2007. | Text | TX0006336856 | 4/28/2006 | Dex Media, Inc. |
Fargo, ND, Moorhead, telephone directory, use through March 2007. | Text | TX0006336418 | 4/27/2006 | Dex Media, Inc. |
Faribault, MN, Owatonna telephone directory, use through October 2007. | Text | TX0006450301 | 11/7/2006 | Dex Media, Inc. |
Farmington, NM, Aztec, Blanco & others, telephone directory, use through February 2007. | Text | TX0006337696 | 4/28/2006 | Dex Media, Inc. |
Fergus Falls, MN, telephone directory, use through September 2007. | Text | TX0006450380 | 11/7/2006 | Dex Media, Inc. |
Flagstaff, AZ, and surrounding area, telephone directory, use through May 2007. | Text | TX0006342725 | 5/31/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Flagstaff plus and surrounding areas use through May 2007. | Text | TX0006374162 | 6/13/2006 | Dex Media, Inc. |
Florence - Mapleton, Reedsport, Yachats and surrounding area use through June 2007. | Text | TX0006374164 | 6/13/2006 | Dex Media, Inc. |
Forest Lake, WY, Almelund, Center City & others, area telephone diectory, use through September 2007. | Text | TX0006460331 | 11/7/2006 | Dex Media, Inc. |
Fort Collins, CO, telephone directory, use through February 2007. | Text | TX0006336348 | 4/28/2006 | Dex Media, Inc. |
Fort Madison, IA, Keokuk, Denmark & others, telephone directory, use through February 2007. | Text | TX0006329603 | 4/27/2006 | Dex Media, Inc. |
Fremont, NE, telephone directory, use through July 2007. | Text | TX0006426720 | 8/30/2006 | Dex Media, Inc. |
Gallup, AZ, Grants, Laguna Acoms, Sanders, telephone directory, use through March 2007. | Text | TX0006340806 | 4/21/2006 | Dex Media, Inc. |
Glacial Lakes. MN, and surrounding area telephone directory, use through November 2007. | Text | TX0006493351 | 1/5/2007 | Dex Media, Inc. |
Glasgow and northeastern Montana, telephone directory, use through September 2007. | Text | TX0006444915 | 10/6/2006 | Dex Media, Inc. |
Glenwood, MN, Starbuck telephone directory, use through June 2007. | Text | TX0006373289 | 6/13/2006 | Dex Media, Inc. |
Globe, AZ, Miami, Superior and surrounding area telephone directory, use through March 2007. | Text | TX0006329600 | 4/21/2006 | Dex Media, Inc. |
Grafton, OH and surrounding area, telephone directory, use through April 2007. | Text | TX0006352083 | 5/17/2006 | Dex Media, Inc. |
Grand Island, NE, & Hastings, Kearney telephone directory, July 2007. | Text | TX0006399775 | 7/17/2006 | Dex Media, Inc. |
Grand Juction, CO, telephone directory, use through April 2007. | Text | TX0006336417 | 4/28/2006 | Dex Media, Inc. |
Grand Rapids, MN, telephone directory, use through August 2007. | Text | TX0006435136 | 10/10/2006 | Dex Media, Inc. |
Grants Pass, OR, Medford plus yellow pages telephone directory, use through June 2007. | Text | TX0006403226 | 6/26/2006 | Dex Media, Inc. |
Grants Pass, OR, Rogue River, telephone directory, use through June 2007. | Text | TX0006403285 | 6/26/2006 | Dex Media, Inc. |
Great Falls, MT, and north central Montana, telephone directory, use through September 2007. | Text | TX0006412967 | 9/13/2006 | Dex Media, Inc. |
Greater Albuquerque, NM, including Rio Rancho, Los Lunas, Belen, Village of Los Ranchos, telephone directory, use through December 2007. | Text | TX0006499857 | 1/16/2007 | Dex Media, Inc. |
Greater Eastside, WA, telephone directory, use through September 2007. | Text | TX0006449542 | 10/6/2006 | Dex Media, Inc. |
Greater Northwest Valley and North Central Phoenix, AZ, telephone directory, September 2007. | Text | TX0006433244 | 10/6/2006 | Dex Media, Inc. |
Greater Northwest Valley, AZ Telephone Directory 2007103663 North Central Phoenix. | Text | TX0007357008 | 5/3/2011 | Dex Media, Inc. |
Greater Snohomish County, telephone directory, use through 2007. | Text | TX0006340823 | 4/21/2006 | Dex Media, Inc. |
Greater Southwest Valley, AZ Telephone Directory 2007 103662 South Central Phoenix. | Text | TX0007357018 | 5/3/2011 | Dex Media, Inc. |
Greater Westside, OR, telephone directory, use through February 2007. | Text | TX0006319868 | 3/27/2006 | Dex Media, Inc. |
Greeley, CO, Windsor, telephone directory, use through September 2007. | Text | TX0006435169 | 10/6/2006 | Dex Media, Inc. |
Gunnison, CO, Crested Butte, Lake City, Mt. Crested Butte, telephone directory, use through November 2007. | Text | TX0006493345 | 1/5/2007 | Dex Media, Inc. |
Helena, MT, telephone directory, use through March 2007. | Text | TX0006358273 | 5/31/2006 | Dex Media, Inc. |
Idaho Falls, ID, telephone directory, use through January 2007. | Text | TX0006305413 | 2/23/2006 | Dex Media, Inc. |
Idaho Springs, CO, Black Hawk, Central City & others, telephone directory use through March 2007. | Text | TX0006336346 | 4/28/2006 | Dex Media, Inc. |
Iowa City, IA, and surrounding area telephone directory, use through November 2007. | Text | TX0006493353 | 1/5/2007 | Dex Media, Inc. |
Iowa Falls, IA, Hampton and surrounding area, telephone directory, use through April 2007. | Text | TX0006329608 | 4/28/2006 | Dex Media, Inc. |
Iowa Great Lakes, IA, telephone directory, | Text | TX0006357692 | 6/15/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Jackson Hole, WY, Grand Teton, Yellowstone National Parks & others, telephone directory, use through June 2007. | Text | TX0006402842 | 6/26/2006 | Dex Media, Inc. |
Jackson, MN, Windom, and surrounding area telephone directory, use through November 2007. | Text | TX0006493346 | 1/5/2007 | Dex Media, Inc. |
Kitsap Peninsula, WA, Gig Harbor, Key Peninsula & others, telephone directory, use through July 2007. | Text | TX0006403386 | 7/17/2006 | Dex Media, Inc. |
Klamath Falls, OR, telphone directories, use through August 2007. | Text | TX0006426723 | 8/30/2006 | Dex Media, Inc. |
LaJunta, CO and surrounding area, telephone directory, use through June 2007. | Text | TX0006373291 | 6/13/2006 | Dex Media, Inc. |
Lamar, CO, and surrounding area, telephone directory, use through June 2007. | Text | TX0006373292 | 6/13/2006 | Dex Media, Inc. |
Lander, WY, telephone directory, use through February 2007. | Text | TX0006305410 | 2/23/2006 | Dex Media, Inc. |
Laramie, WY, Rock River, telephone directory, use throught December 2007. | Text | TX0006542247 | 1/5/2007 | Dex Media, Inc. |
Las Cruces, NM, Anapra, Anthony & others telephone directory, use through March 2007. | Text | TX0006371583 | 3/27/2006 | Dex Media, Inc. |
Las Vegas/Raton, and surroudning area, telephone directory, use through September 2007. | Text | TX0006445325 | 10/6/2006 | Dex Media, Inc. |
Le Sueur/St. Peter and surrounding area, use through June 2007. | Text | TX0006372866 | 6/13/2006 | Dex Media, Inc. |
Legal writing : ethical and professional considerations. | Text | TX0006360133 | 5/23/2006 | Dex Media, Inc. |
Lewiston, WA, Clarkston, telephone directory, use through January 2007. | Text | TX0006305479 | 2/23/2006 | Dex Media, Inc. |
Limon, CO, Burlington, and surrounding area, telephone directory, use through February 2007. | Text | TX0006336345 | 4/28/2006 | Dex Media, Inc. |
Lincoln, NE, Heartland, telephone directory, use through February 2007. | Text | TX0006336857 | 4/28/2006 | Dex Media, Inc. |
Litchfiled, MN, Montevideo/Willmar and surrounding area, telephone directory, use through April 2007. | Text | TX0006352086 | 5/17/2006 | Dex Media, Inc. |
Little Falls, NM, Pierz, Royalton, Swanville, telephone directory, use through February 2007. | Text | TX0006337698 | 4/28/2006 | Dex Media, Inc. |
Longmont, CO, Dacono, Erie, & others, telephone directory, use through May 2007. | Text | TX0006357679 | 6/15/2006 | Dex Media, Inc. |
Longview, OR and surrounding area telephone directory, June 2007. | Text | TX0006369890 | 6/13/2006 | Dex Media, Inc. |
Loveland, CO, Berthoud, telephone directory, use through February 2007. | Text | TX0006336981 | 4/28/2006 | Dex Media, Inc. |
Los Lunas, NM, Belen telephone directory, use through June 2007. | Text | TX0006426717 | 8/30/2006 | Dex Media, Inc. |
Malad City/Hollbrook, telephone directory, December 2007. | Text | TX0006600378 | 7/11/2007 |
Dex Media, Inc.
d.b.a. Dex |
Marshalltown, IA and surrounding area, telephone directory, use through March 2007. | Text | TX0006337697 | 4/28/2006 | Dex Media, Inc. |
Mason City, IA, Charles City/Clear Lake ... [et al.], telephone directory, use through June 2007. | Text | TX0006373357 | 6/13/2006 | Dex Media, Inc. |
Medford, OR, Ashland, and surrounding area, telephone directory, use through April 2007. | Text | TX0006342726 | 5/31/2006 | Dex Media, Inc. |
Medford, OR, Ashland PLUS and surrounding area, telephone directory, use through April 2007. | Text | TX0006342718 | 5/31/2006 | Dex Media, Inc. |
Metro Denver, CO, A-Z telephone directory, use through December 2007. | Text | TX0006493359 | 1/5/2007 | Dex Media, Inc. |
Minneapolis, MN, A-Z and surrounding area, telephone directory, use through April 2007. | Text | TX0006352137 | 5/17/2006 | Dex Media, Inc. |
Minnesota northwest, telephone directory, use through April 2007. | Text | TX0006329607 | 4/28/2006 | Dex Media, Inc. |
Minnesota Southwest, MN, including Luverne, Marshall, Pipestone, Redwood, telephone directory use through November 2007. | Text | TX0006499860 | 1/16/2007 | Dex Media, Inc. |
Missoula, MT and surrounding area, telephone directory, February 2007. | Text | TX0006329601 | 4/21/2006 | Dex Media, Inc. |
Mohave County/Colorado River area, and surrounding area, use through September 2007. | Text | TX0006434776 | 10/6/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Montrose, CO, Delta/Telluride and surrounding area, telephone directory, use through April 2007. | Text | TX0006352088 | 5/17/2006 | Dex Media, Inc. |
Morris, MN, and surrounding area, telephone directory, use through June 2007. | Text | TX0006367798 | 6/13/2006 | Dex Media, Inc. |
Mountain Home, ID, telephone directory, use through February 2007. | Text | TX0006305409 | 2/23/2006 | Dex Media, Inc. |
Muscatine, IA and surrounding area, telephone directory, use through April 2007. | Text | TX0006352084 | 5/17/2006 | Dex Media, Inc. |
Nampa, ID, Caldwell, telephone directory, use through January 2007. | Text | TX0006336978 | 4/21/2006 | Dex Media, Inc. |
Newport, OR, Lincoln City yellow pages telephone directory, use through June 2007. | Text | TX0006403216 | 6/26/2006 | Dex Media, Inc. |
Nogales, AZ, Rio Rico, Anado & others, telephone directory, use through November 2007. | Text | TX0006493358 | 1/5/2007 | Dex Media, Inc. |
North Dakota south central yellow pages telephone directory, use through June 2007. | Text | TX0006403217 | 6/26/2006 | Dex Media, Inc. |
North/northwest Tucson, AZ, area telephone directory, use through January 2007. | Text | TX0006299848 | 2/23/2006 | Dex Media, Inc. |
North Platte McCook/Ogallala, and surround are, telephone directory, use through October 2007. | Text | TX0006455328 | 11/7/2006 | Dex Media, Inc. |
Northeast Colorado yellow pages telephone directory, use through June 2007. | Text | TX0006403218 | 6/26/2006 | Dex Media, Inc. |
Northeastern Wyoming and surrounding area telephone directory, use through October 2007. | Text | TX0006505990 | 11/7/2006 | Dex Media, Inc. |
Northern Colorado, telephone directory, use through February 2007. | Text | TX0006336408 | 4/28/2006 | Dex Media, Inc. |
Northern Hills, NY, Belle Fourche, Buffalo, Camp Crook ... [et al.], telephone directory, use through May 2007. | Text | TX0006357694 | 6/15/2006 | Dex Media, Inc. |
Northern Oregon coast, telephone directory, use through April 2007. | Text | TX0006329606 | 4/21/2006 | Dex Media, Inc. |
Northglenn, CO, Thornton & Commerce City ... [et al.], telephone directory, June 2007. | Text | TX0006408268 | 7/17/2006 | Dex Media, Inc. |
Northwest, MN, suburban area, telephone directory, use through April 2007. | Text | TX0006352559 | 5/12/2006 | Dex Media, Inc. |
Ogden/North Davis plus use through June 2007. | Text | TX0006408510 | 7/17/2006 | Dex Media, Inc. |
Ogden, UT, North Davis telephone directory, use through June 2007. | Text | TX0006403143 | 6/26/2006 | Dex Media, Inc. |
Okanogan Valley, WA, Grand Coulee Dam, Methow Valley, telephone directory, use through January 2007. | Text | TX0006272623 | 1/17/2006 | Dex Media, Inc. |
Olympia, WA, Lacey, Tumwater and surrounding area, telephone directory, use through September 2007. | Text | TX0006433241 | 10/6/2006 | Dex Media, Inc. |
Olympia, WA, Shelton and surrounding area telephone directory, use through September 2007. | Text | TX0006434629 | 10/6/2006 | Dex Media, Inc. |
Omaha, NB, Council Bluff plus and surrounding area, telephone directory, use through June 2007. | Text | TX0006399807 | 7/17/2006 | Dex Media, Inc. |
Omaha, NE, & surrounding areas telephone directory, June 2007. | Text | TX0006399781 | 7/17/2006 | Dex Media, Inc. |
Omaha, NE, South Southwest, telphone directory, June 2007. | Text | TX0006399809 | 7/17/2006 | Dex Media, Inc. |
O’Neill/Valentine, and surrounding area, telephone directory, use through October 2007. | Text | TX0006455329 | 11/7/2006 | Dex Media, Inc. |
Ottumwa, IA, Oskaloosa, Pella & others, telephone directory, use through March 2007. | Text | TX0006329609 | 4/28/2006 | Dex Media, Inc. |
Park City, UT, Heber City, Coalville and others, telephone directory, use through November 2007. | Text | TX0006542249 | 1/5/2007 | Dex Media, Inc. |
Payette, ID, Ontario, McCall, Cascade, and surrounding area telephone directory, use through May 2007. | Text | TX0006360060 | 5/31/2006 | Dex Media, Inc. |
Payson, AZ, Pine, Strawberry telephone directory, use through March 2007. | Text | TX0006319867 | 3/27/2006 | Dex Media, Inc. |
Pendleton, OR, Athena, Weston, telephone directory, use through February 2007. | Text | TX0006305478 | 2/23/2006 | Dex Media, Inc. |
Phoenix, AZ, metro A-L, yellow pages, use through March 2007. | Text | TX0006329646 | 4/21/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Phoenix, AZ, Metro M-Z, telehone directory, use through March 2007. | Text | TX0006340831 | 4/21/2006 | Dex Media, Inc. |
Phoenix, AZ, metro M-Z, telephone directory, March 2007. | Text | TX0006342723 | 5/31/2006 | Dex Media, Inc. |
Phoenix, AZ, metro telephone directory, use through March 2007. | Text | TX0006360134 | 5/31/2006 | Dex Media, Inc. |
Pocatello, ID, telephone directory, use through June 2007. | Text | TX0006403284 | 6/26/2006 | Dex Media, Inc. |
Port Angels, WA, Sequim, North Olympic Peninsula, telephone directory, ue through December 2007. | Text | TX0006542250 | 1/5/2007 | Dex Media, Inc. |
Port Townsend, WA, Port Ludlow, Brinnon and others, telephone directory, use through December 2007. | Text | TX0006542252 | 1/5/2007 | Dex Media, Inc. |
Portland/Clark County PLUS, telephone directory, use through December 2007. | Text | TX0006538678 | 1/5/2007 | Dex Media, Inc. |
Portland, WA, Multnomah & Clackamas counties, A-Z telephone directory, use through December 2007. | Text | TX0006520602 | 1/5/2007 | Dex Media, Inc. |
Prescott, AZ, telephone directory, use through April 2007. | Text | TX0006340830 | 4/21/2006 | Dex Media, Inc. |
Price, Helper, East Carbon, Emery County towns, Green River, Hanksville, Hiawatha, Scofield, use through March 2007. | Text | TX0006336838 | 4/21/2006 | Dex Media, Inc. |
Provo/Orem PLUS : and surrounding area, telephone directory, use through December 2007 (104577) | Text | TX0006538677 | 1/5/2007 | Dex Media, Inc. |
Provo, UT, Orem and surrounding area, telephone directory, use through December 2007. | Text | TX0006542253 | 1/5/2007 | Dex Media, Inc. |
Pueblo, CO, yellow pages telephone directory, use through June 2007. | Text | TX0006403227 | 6/26/2006 | Dex Media, Inc. |
Puyallup, WA, telephone directory, use through March 2007. | Text | TX0006336986 | 4/21/2006 | Dex Media, Inc. |
Rapid City, SD, telephone directory, use through May 2007. | Text | TX0006357703 | 6/15/2006 | Dex Media, Inc. |
Rawlins, WY, Encampment, Hanna, Saratoga telephone directory, use through May 2007. | Text | TX0006402371 | 6/15/2006 | Dex Media, Inc. |
Red Wing, MN, telephone directory, use through April 2007. | Text | TX0006336415 | 4/28/2006 | Dex Media, Inc. |
Rio Rancho, NM:, Albuquerque West, telephone directory, use through December 2007. | Text | TX0006499858 | 1/16/2007 | Dex Media, Inc. |
Rochester, MN and surrounding area, telephone directory, use through March 2007. | Text | TX0006329611 | 4/28/2006 | Dex Media, Inc. |
Rock Springs, WY, Green River, Farson, Pinedale, telephone directory, use through Oct. 2007. | Text | TX0006483517 | 11/7/2006 | Dex Media, Inc. |
Roseburg, OR, and surrounding area, telephone directory, use through November 2007. | Text | TX0006542248 | 1/5/2007 | Dex Media, Inc. |
Roswell, NM, Dexter, Hagerman, Hondo, telephone directory, use throug March 2007. | Text | TX0006333552 | 4/21/2006 | Dex Media, Inc. |
Salem/Dallas/Woodburn plus--use through June 2007. | Text | TX0006374161 | 6/13/2006 | Dex Media, Inc. |
Salem, OR, Keizer and surrounding area telephone directory, June 2007. | Text | TX0006369891 | 6/13/2006 | Dex Media, Inc. |
Salida-Alma, Buena Vista, Fairplay and surrounding area--use through May 2007. | Text | TX0006357709 | 6/15/2006 | Dex Media, Inc. |
Salt Lake City, UT, and surrounding area, PLUS telephone directory, use through September 2007. | Text | TX0006412964 | 9/13/2006 | Dex Media, Inc. |
Salt Lake City, UT, telephone directory, use through September 2007. | Text | TX0006538791 | 9/13/2006 | Dex Media, Inc. |
Santa Fe - Los Alamos, White Rock, Espanola, Pecos - use through May 2007. | Text | TX0006374167 | 6/13/2006 | Dex Media, Inc. |
Santa Fe, NM, telephone directory, use through May 2007. | Text | TX0006373911 | 6/13/2006 | Dex Media, Inc. |
Scottsdale, AZ, telephone directory, use through September 2007. | Text | TX0006449533 | 10/6/2006 | Dex Media, Inc. |
Seattle Metro, WA, telephone directory, use through August 2007. | Text | TX0006403144 | 6/26/2006 | Dex Media, Inc. |
Seattle, WA, metro plus yellow pages telephone directory, use through August 2007. | Text | TX0006403225 | 6/26/2006 | Dex Media, Inc. |
Shelton, MY, Grapeview, Hoodsport, & others, telephone directory, use through September 2007. | Text | TX0006412968 | 9/13/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Shenandoah, IA, Red Oak, and surrounding area telephone directory, use through November 2007. | Text | TX0006493350 | 1/5/2007 | Dex Media, Inc. |
Sioux City, IA and surrounding area telephone directory, use through October 2007. | Text | TX0006450384 | 11/7/2006 | Dex Media, Inc. |
Siouxland North, IA, telephone directory, use through October 2007. | Text | TX0006450385 | 11/7/2006 | Dex Media, Inc. |
Siouxland South, IA, telephone directory, use through October 2007. | Text | TX0006450382 | 11/7/2006 | Dex Media, Inc. |
Socorro, Bingham, Datil, Magdalena, Quemado, use through April 2007. | Text | TX0006336837 | 4/21/2006 | Dex Media, Inc. |
Soda Springs, UT, Bancroft, Garden City ... [et al.], telephone directory, use through January 2007. | Text | TX0006272622 | 1/17/2006 | Dex Media, Inc. |
South Central Utah, UT, area telephone directory, use through May 2007. | Text | TX0006360061 | 5/31/2006 | Dex Media, Inc. |
South Dakota/south central, telephone directory, use through March 2007. | Text | TX0006336858 | 4/28/2006 | Dex Media, Inc. |
South Jeffco, CO, & Columbine Valley, including Governor’s Ranch ... [et al.], telephone directory, June 2007. | Text | TX0006408267 | 7/17/2006 | Dex Media, Inc. |
South King County, WA, telephone directory, August 2007. | Text | TX0006430572 | 9/13/2006 | Dex Media, Inc. |
South Valley, UT, Alpine, Alta-Snowbird, et al., area telephone directory, use through January 2007. | Text | TX0006340808 | 4/21/2006 | Dex Media, Inc. |
Southeast St. Paul, MN suburbs, Cottage Grove, Maplewood & others, area telephone diectory, use through September 2007. | Text | TX0006460332 | 11/7/2006 | Dex Media, Inc. |
Southeastern Idaho PLUS, use thorugh February 2007. | Text | TX0006336839 | 4/21/2006 | Dex Media, Inc. |
Southwest Suburban, MN, Belle Plaine, Chanhassen, Chaska, ... [et al.], area telephone directory, use through April 2007. | Text | TX0006360131 | 5/17/2006 | Dex Media, Inc. |
Spokane, WA, Coeur d’Alene, Spokane Valley, PLUS telephone directory, use through September 2007. | Text | TX0006412966 | 9/13/2006 | Dex Media, Inc. |
Spokane, WA, telephone directory, use through September 2007. | Text | TX0006449543 | 10/6/2006 | Dex Media, Inc. |
St. Cloud, MN, telephone directory, use through February 2007. | Text | TX0006336859 | 4/28/2006 | Dex Media, Inc. |
St. Croix Valley, MN, telephone directory, use through September 2007. | Text | TX0006435137 | 10/10/2006 | Dex Media, Inc. |
St. Helens, OR and surrounding area telephone directory, June 2007. | Text | TX0006369889 | 6/13/2006 | Dex Media, Inc. |
Storm Lake, IA, Cherokee and surrounding area, telephone directory, use through March 2007. | Text | TX0006329610 | 4/28/2006 | Dex Media, Inc. |
Tacoma, WA, Puyallup PLUS and surrounding area, telephone directory, use through March 2007. | Text | TX0006342717 | 5/31/2006 | Dex Media, Inc. |
Tacoma, WA, yellow pages telephone directory, use through March 2007. | Text | TX0006319871 | 3/27/2006 | Dex Media, Inc. |
Taos, MN, telephone directory, use through July 2007. | Text | TX0006426716 | 8/30/2006 | Dex Media, Inc. |
Tri-Cities, WA, regional, telephone directory, use through September 2007. | Text | TX0006412969 | 9/13/2006 | Dex Media, Inc. |
Tri-cities, WA, Yakima Valley, telephone directory, use through January 2007. | Text | TX0006336855 | 4/27/2006 | Dex Media, Inc. |
Trinidad/Aguilar Branson/Weston--use through May 2007. | Text | TX0006357710 | 6/15/2006 | Dex Media, Inc. |
Tucson, AZ, and surrounding area, PLUS telephone directory, use through September 2007. | Text | TX0006412965 | 9/13/2006 | Dex Media, Inc. |
Tucumacari--Conchas Dam, Logan, Nara Visa, San Jon, telephone directory, use through October 2007. | Text | TX0006455400 | 11/7/2006 | Dex Media, Inc. |
Tuscon, AZ, and surrounding area directory, use through September 2007. | Text | TX0006412970 | 9/13/2006 | Dex Media, Inc. |
Twin Falls, ID, Burley, Rupert, Wood River Valley and surrounding area, telephone directory, use through April 2007. | Text | TX0006360040 | 5/31/2006 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Twin Ports, Duluth, Superior, North Shore, use through June 2007. | Text | TX0006372869 | 6/13/2006 | Dex Media, Inc. |
Uintah basin, UT, telephone directory, use through February 2007. | Text | TX0006305407 | 2/23/2006 | Dex Media, Inc. |
Virginia, MN, telephone directory, use through October 2007. | Text | TX0006450302 | 11/7/2006 | Dex Media, Inc. |
Wahpeton, ND, Breckenridge and surrounding area telephone directory, use through September 2007. | Text | TX0006450381 | 11/7/2006 | Dex Media, Inc. |
Walla Walla, OR, Dayton, Milton-Freewater & surrounding area telephone directory, use through March 2007. | Text | TX0006426565 | 4/21/2006 | Dex Media, Inc. |
Walsenburg, CO, Gardner, LaVeta-Cuchara telephone directory, use through June 2007. | Text | TX0006373290 | 6/13/2006 | Dex Media, Inc. |
Waterloo, IA, Cedar Falls, Oelwein, ... [et al.], telephone directory, use through June 2007. | Text | TX0006373358 | 6/13/2006 | Dex Media, Inc. |
Webster City, IA, Clarion, Eagle Grove telephone directory, use through December 2007. | Text | TX0006503785 | 1/5/2007 | Dex Media, Inc. |
West area, UT, telephone directory, use through January 2007. | Text | TX0006288911 | 1/17/2006 | Dex Media, Inc. |
Western Suburban, MN, area telephone directory, use through April 2007. | Text | TX0006360132 | 5/17/2006 | Dex Media, Inc. |
Western suburbs, Perry, IA, Winterset, telephone directory, use through May 2007. | Text | TX0006357683 | 6/15/2006 | Dex Media, Inc. |
Wickenburg, AZ, telephone directory, use through February 2007. | Text | TX0006305408 | 2/23/2006 | Dex Media, Inc. |
Williston, ND, telephone directory, use through April 2007. | Text | TX0006336416 | 4/28/2006 | Dex Media, Inc. |
Winona, MN, and surrounding area telephone directory, use through October 2007. | Text | TX0006450303 | 11/7/2006 | Dex Media, Inc. |
Winslow, AZ, Holbrook, Joseph City, telephone directory, use through April 2007. | Text | TX0006360121 | 5/31/2006 | Dex Media, Inc. |
Winter Park, CO, Grand County telephone directory, use through October 2007. | Text | TX0006450300 | 11/7/2006 | Dex Media, Inc. |
Yakima Valley, WA, telephone directory, use through January 2007. | Text | TX0006305480 | 2/23/2006 | Dex Media, Inc. |
Yuma, AZ, yellow pages telephone directory, use through March 2007. | Text | TX0006319870 | 3/27/2006 | Dex Media, Inc. |
St. Paul, and surrounding area, use through September 2007. | Text | TX0006458200 | 11/7/2006 | Dex Media, Inc. |
Ogden Area, including Weber, Davis and Morgan, telephone directory, June 2008. | Text | TX0006596434 | 7/5/2007 | Dex Media, Inc. |
Aberdeen - and Surrounding Area (067010) | Text | TX0006846769 | 10/1/2007 | Dex Media, Inc. |
d/b/a Dex | ||||
Aberdeen, IN, Hoquiam, Raymond, South Bend, telephone directory, use through April 2008. | Text | TX0006568423 | 4/17/2007 | Dex Media, Inc. |
Alamogordo, NM, Alto, Capitan & others, use through April 2008. | Text | TX0006586372 | 5/8/2007 | Dex Media, Inc. |
Alamosa - and Surrounding Area- Use through June 2008 (008026) | Text | TX0006881777 | 7/10/2007 | Dex Media, Inc. |
Albany and Surrounding Area (061010) | Text | TX0006927305 | 11/1/2007 | Dex Media, Inc. |
d/b/a Dex | ||||
Albert Lea/Austin - and Surrounding Area - Use through June 2008 (038072) | Text | TX0006882008 | 7/10/2007 | Dex Media, Inc. |
Albuquerque Telephone Directory 048050 December, 2007. | Text | TX0006959792 | 12/31/2007 | Dex Media, Inc. |
d/b/a Dex | ||||
Algona, CA, Humboldt, and surrounding area, telephone directory, use through March 2008. | Text | TX0006585605 | 5/8/2007 | Dex Media, Inc. |
Alliance, Chardon, Bridgeport ... [et al.] telephone directory, use through February 2008. | Text | TX0006521108 | 3/13/2007 | Dex Media, Inc. |
Apache Junction/East Mesa/Gold Canyon Ranch (103081) | Text | TX0006927303 | 11/1/2007 | Dex Media, Inc. d/b/a Dex |
Artesia - and Surrounding Area - Use through June 2008 (048127) | Text | TX0006882031 | 7/10/2007 | Dex Media, Inc. |
Atlantic, and surrounding area, telephone directory, use through February 2008. | Text | TX0006521109 | 3/13/2007 | Dex Media, Inc. |
Aurora, CO, Montbello, DIA telephone directory, use through June 2008. | Text | TX0006599497 | 7/6/2007 | Dex Media, Inc. (d.b.a. Dex) |
Bainbridge Island, Poulsbo and Suquamish included in the yellow pages, use through June | Text | TX0006600367 | 7/11/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
2008. | d.b.a. Dex | |||
Baker City/La Grande areas-use through May 2008. | Text | TX0006596619 | 6/19/2007 | Dex Media, Inc. |
Bellingham, WA, Whatcom county, telephone directory, use through February 2008. | Text | TX0006522742 | 3/7/2007 | Dex Media, Inc. |
Bemidji - and Surrounding Area - Use through July 2008 (038084) | Text | TX0006825866 | 9/14/2007 | Dex Media, Inc. |
Big Horn Basin - Use through July 2008 (083036) | Text | TX0006827284 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Billings, MT, and surrounding area telephone directory, use through January 2008. | Text | TX0006522743 | 3/7/2007 | Dex Media, Inc. |
Billings, MT Plus and surrounding area telephone directory, use through January 2008. | Text | TX0006505986 | 1/31/2007 | Dex Media, Inc. |
Blackfoot/Shelley - Use through August 2008 (017094) | Text | TX0006825849 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Boise, ID, telephone directory, use through January 2008. | Text | TX0006505764 | 1/31/2007 | Dex Media, Inc. |
Bozeman and surrounding area, telephone directory, use through June 2008. | Text | TX0006599007 | 7/5/2007 | Dex Media, Inc. |
Brainerd Lakes - Use through June 2008 (038120) | Text | TX0006882003 | 7/10/2007 | Dex Media, Inc. |
Brigham City and Surrounding Area - Use through July 2008 (074058) | Text | TX0006825663 | 9/14/2007 | Dex Media, Inc. |
Brighton - Ft. Lupton, Hudson, Keenesburg, Roggen - Use through January 2008 (008078) | Text | TX0006882036 | 7/10/2007 | Dex Media, Inc. |
Burlington, Mt. Pleasang, Danveil, Dogeville ..., telephone directory, use through January 2008. | Text | TX0006506001 | 2/2/2007 | Dex Media, Inc. |
Butte, MT, and surrounding area, telephone directory, use through May 2008. | Text | TX0006580911 | 6/4/2007 | Dex Media, Inc. |
Cache Valley - Use through August 2008 (074063) | Text | TX0006827287 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Canon City, CO, Florence, Hillside & others, telephone directory, use through May 2008. | Text | TX0006580986 | 6/12/2007 | Dex Media, Inc. |
Carroll/Glidden/Halbur/Ralston - Use through January 2008 (025235) | Text | TX0006881780 | 7/10/2007 | Dex Media, Inc. |
Casa Grande, Ajo, Arizona City ..., telephone directory, use through January 2008. | Text | TX0006506000 | 1/31/2007 | Dex Media, Inc. |
Casper, WY, and surrounding area : use through June 2008. | Text | TX0006600381 | 7/11/2007 | Dex Media, Inc. d/b/a Dex |
Castle Rock, Parker, Deckers ..., telephone directory, use through January 2008. | Text | TX0006505999 | 2/2/2007 | Dex Media, Inc. |
Cedar Rapids, IA, and surrounding area including Marion, Vinton & others, use through April 2008. | Text | TX0006584717 | 5/8/2007 | Dex Media, Inc. |
Cedar Rapids, IA, and surrounding area, PLUS telephone directory, use through April 2008. | Text | TX0006558217 | 4/20/2007 | Dex Media, Inc. |
Central and Downtown Denver, CO, telephone directory, use through June 2008. | Text | TX0006599500 | 7/6/2007 | Dex Media, Inc. |
(d.b.a. Dex) | ||||
Central Oregon Coast-including Depot Bay, Lincoln City, Nnewport, Pacific City, and Waldport. | Text | TX0006596628 | 6/19/2007 | Dex Media, Inc. |
Central Oregon, OR, Bend, Black Butte, Camp Sherman & others, use through March 2008. | Text | TX0006568408 | 4/17/2007 | Dex Media, Inc. |
Central Oregon, OR, plus Bend, Black Butte, Camp Sherman & others, use through March 2008. | Text | TX0006568405 | 4/17/2007 | Dex Media, Inc. |
Central/Southwest Tuscon area, AZ, city of south Tucson, Sells southwest, Three Points, telephone directory, use through January 2008. | Text | TX0006507716 | 1/31/2007 | Dex Media, Inc. |
Centralia, WA, Chehalis, Serving Lewis County telephone directory (077114) | Text | TX0007086887 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Chandler/Gilbert/Higley/Sun Lakes/Queen Creek (104069) | Text | TX0006927309 | 11/1/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Cheyenne, WY, and surrounding area, use through April 2008. | Text | TX0006584715 | 5/8/2007 | Dex Media, Inc. |
Chisholm/Hibbing. | Text | TX0006848021 | 9/28/2007 | Dex Media, Inc. d/b/a Dex |
Clark County Telephone Directory 77846 December, 2007. | Text | TX0006959794 | 12/31/2007 | Dex Media, Inc. d/b/a Dex |
Cle Elum/Easton/Roslyn - Use through August 2008 (077166) | Text | TX0006825901 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Clifton/Safford (003670) Duncan; Morenci; Pima Thatcher; Virden, NM; York. | Text | TX0007009741 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Clinton, Camanche, Maquoketa, and surrounding area, telephone directory, use through April 2008. | Text | TX0006585604 | 5/8/2007 | Dex Media, Inc. |
Cloquet/Barnum/Carlton/Moose Lake - Including Brimson, Brookston, Cotton - Use through June 2008(038076) | Text | TX0006882002 | 7/10/2007 | Dex Media, Inc. |
Cochise County, AZ and Surrounding Area, Telephone Directory, 003145. | Text | TX0007067177 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Cochise County, AZ and surrounding area, telephone directory, use through January 2008. | Text | TX0006505976 | 1/31/2007 | Dex Media, Inc. |
Colorado Front Range, Denver, Greeley, Pueblo, telephone directory, en espanol, valido hasta Febrero del 2008. | Text | TX0006568426 | 6/20/2007 | Dex Media, Inc. |
Colorado Springs, CO, and Pikes Peak region, telephone directory, use through January 2008. | Text | TX0006507660 | 2/2/2007 | Dex Media, Inc. |
Colville - and Surrounding Area (077190) | Text | TX0006927311 | 11/1/2007 | Dex Media, Inc. d/b/a Dex |
Corvallis and Surrounding Area (061195) | Text | TX0006927294 | 11/1/2007 | Dex Media, Inc. |
Craig/Meeker/Steamboat Springs - and Surrounding Area - Use through August 2008 (008221) | Text | TX0006825885 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Decorah, WI, Elkader, West Union and surrounding area, telephone directory, Janaury 2008. | Text | TX0006505954 | 2/2/2007 | Dex Media, Inc. |
Denver PLUS (105771) Covering the Metro Area. | Text | TX0007047533 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Des Moines/Ames PLUS (104451/104642) and Surrounding Area. | Text | TX0007166060 | 4/13/2010 | Dex Media, Inc. d/b/a Dex |
Des Moines, IA, Ames PLUS and Surrounding Area telephone directory (104451) | Text | TX0007088581 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Detroit Lakes, MI, and surrounding area, telephone directory, use through May 2008. | Text | TX0006580912 | 6/14/2007 | Dex Media, Inc. |
Dickinson, and surrounding area, telephone directory, use through February 2008. | Text | TX0006521107 | 3/13/2007 | Dex Media, Inc. |
Dubuque - (025543) | Text | TX0006846796 | 10/4/2007 | Dex Media, Inc. d/b/a Dex |
Durrango, CO, Cortez, Pagosa Springs, and Southwestern Colorado, telephone directory, use through June 2008. | Text | TX0006580910 | 6/14/2007 | Dex Media, Inc. |
East Central Minnesota, MN, Almelund, Braham, Cambridge ... et al, telephone directory, use through April 2008. | Text | TX0006585603 | 5/8/2007 | Dex Media, Inc. |
East Tucson, AZ area, Davis Mountain Air Force Base, Corona de Tucson, Vail telephone | Text | TX0006505980 | 1/31/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
directory, use through January 2008. | ||||
Eastern Montana (043180) | Text | TX0007009767 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Edina, MN, St. Louis Park telephone directory, use through May 2008. | Text | TX0006585968 | 6/5/2007 | Dex Media, Inc. |
Englewood/Littleton/Centennial/Highland Ranch/South Metro Denver, use through Jun3 2008. | Text | TX0006601293 | 7/16/2007 | Dex Media, Inc. d/b/a Dex |
Estes Park/Allenspark/Glen Haven - and Surrounding Area - Use through June 2008(008312) | Text | TX0006882024 | 7/10/2007 | Dex Media, Inc. |
Eugene, Springfield, Lane County, telephone directory, June 2008. | Text | TX0006598998 | 7/5/2007 | Dex Media, Inc. |
Eugene, Springfield PLUS, telephone directory, use through June 2008. | Text | TX0006597923 | 6/19/2007 | Dex Media, Inc. |
Evanston/Kemmerer and Surrounding Area (083210) | Text | TX0006927307 | 11/1/2007 | Dex Media, Inc. d/b/a Dex |
Evergreen, CO, Aspen Park, Bailey & others, telephone directory, use through January 2008. | Text | TX0006507706 | 2/2/2007 | Dex Media, Inc. |
Fargo, ND, Moorhead and surrounding area, use through March 2008. | Text | TX0006586371 | 5/8/2007 | Dex Media, Inc. |
Farmington, NM, Aztec, Blanco & others, telephone directory, use through February 2008. | Text | TX0006522740 | 3/13/2007 | Dex Media, Inc. |
Flagstaff, AZ, telephone directory, use through May 2008. | Text | TX0006595991 | 6/19/2007 | Dex Media, Inc. |
Flagstaff PLUS, and surrounding area, telephone directory, use through May 2008. | Text | TX0006598147 | 6/19/2007 | Dex Media, Inc. |
Florence, Mapleton, Reedsport, Yachats and surrounding area--use through June 2008. | Text | TX0006596762 | 6/19/2007 | Dex Media, Inc. |
Forest Lake Area (038292) | Text | TX0007009463 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Fort Collins, and surrounding area including business listings for Greeley, Windsor, Loveland and surrounding areas : use through February 2008. | Text | TX0006569375 | 4/19/2007 | Dex Media, Inc. |
Fort Madison, IL, Keokuk, Denmark, West Point, Wever telephone directory, use through February 2008. | Text | TX0006505978 | 2/2/2007 | Dex Media, Inc. |
Fremont - and Surrounding Area - Use through July 2008 (044276) | Text | TX0006825876 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Gallup, AZ, Grants, Laguna Acoma, Sanders, telephone directory, use through March 2008. | Text | TX0006522490 | 3/13/2007 | Dex Media, Inc. |
Glenwood/Starbuck - Use through June 2008 (038316) | Text | TX0006881787 | 7/10/2007 | Dex Media, Inc. |
Globe, AZ, Miami, Superior, and surrounding area telephone directory, use through March 2008. | Text | TX0006571211 | 4/17/2007 | Dex Media, Inc. |
Grafton, UT, and surrounding area, telephone directory, use through March 2008. | Text | TX0006585601 | 5/8/2007 | Dex Media, Inc. |
Grand Forks/East Grand Forks - and Surrounding Area - Use through August 2008 (055338) | Text | TX0006827298 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Grand Island - Hastings, Kearney and Surrounding Area - Use through July 2008 (044512/044513) | Text | TX0006827306 | 9/14/2007 | Dex Media, Inc. |
Grand Junction, UT, Clifton, Collbran 5& others, use through April 2008. | Text | TX0006584718 | 5/8/2007 | Dex Media, Inc. |
Grants Pass, CO, Medford telephone directory, use through June 2008. | Text | TX0006599501 | 7/11/2007 | Dex Media, Inc. |
Grants pass/rogue river - and sourroudig area Medford business listings follow Grants Pass white pages - use June 2008. | Text | TX0006596494 | 7/5/2007 | Dex Media, Inc. |
Greater Albuquerque Mini (104580) | Text | TX0007009590 | 5/12/2008 | Dex Media, Inc. |
Greater Eastside Telephone Directory 077049 September, 2007. | Text | TX0006858199 | 9/24/2007 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Greater Snohomish County, use through March 2008. | Text | TX0006568407 | 4/17/2007 | Dex Media, Inc. |
Greater Southwest Valley, AZ, and South Central Phoenix, Telephone Directory, 003070. | Text | TX0007061083 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Greeley/Windsor - Includes Business Listings for Fort Collins, Loveland and Surrounding Area - Use through September 2008 (008494) | Text | TX0006963213 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Gunnison (008520) Crested Butte, Lake City Mt. Crested Butte. | Text | TX0007009621 | 5/12/2008 | Dex Media, Inc. |
Helena, MT, and surrounding area telephone directory, use through March 2008. | Text | TX0006522744 | 3/7/2007 | Dex Media, Inc. |
Henderson, NV Telephone Directory (45376) September 2007. | Text | TX0006902817 | 2/29/2008 | Dex Media, Inc. d/b/a Dex |
Henderson, NV Telephone Directory (45376) September 2007 / by Dex Media, Inc., d.b.a. Dex. | Text | TX0006701643 | 3/15/2008 | R.H. Donnelley Publishing & Advertising, Inc. (on original appl.: Dex Media, Inc., d.b.a. Dex) |
Highland Park/Summit Hill (104024) | Text | TX0007009597 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Idaho Falls, ID, and surrounding area, telephone directory, use through February 2008. | Text | TX0006522741 | 3/7/2007 | Dex Media, Inc. |
Idaho Springs, ID, Black Hawk, Central City, Empire & others, telephone directory, use through March 2008. | Text | TX0006522733 | 3/7/2007 | Dex Media, Inc. |
Iowa City, IA and Surrounding Area, Telephone Directory, 2007, 025993. | Text | TX0007056838 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Iowa Falls, IA, Hampton and surrounding area, telephone directory, use through March 2008. | Text | TX0006585606 | 5/8/2007 | Dex Media, Inc. |
Iowa Great Lakes - and Surrounding Area - Use through May 2008 (025955) | Text | TX0006882014 | 7/10/2007 | Dex Media, Inc. |
Jackson hole-Grand Teton and Yellowstone National Parks; Star Valley, WY; Teton Valley, ID: West Yellowstone areas. | Text | TX0006596449 | 7/5/2007 | Dex Media, Inc. |
Jackson/Windom (038833) and Surrounding Area. | Text | TX0007012362 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Kitsap Peninsula - Allyn, Anderson, IslandBangor, Belfair, Bremerton, Dewatto, Gig Harbor, Hansville, Indianola, Keyport, Kingston, Lake Bay, Port Gamble, Port Orchard, Poulsbo, Seabeck, Silverdale, Suquamish, Tahuya - Use throuqh July 2008 (077075) | Text | TX0006825903 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
La Junta, CO, and surrounding area, telephone directory, use through June 2008. | Text | TX0006580984 | 6/12/2007 | Dex Media, Inc. |
Lakewood, CO, Golden, Wheat Ridge telephone directory, use through June 2008. | Text | TX0006599496 | 7/6/2007 | Dex Media, Inc. (d.b.a. Dex) |
Lamar - and Surrounding Area - Use through June 2008 (008650 | Text | TX0006881781 | 7/10/2007 | Dex Media, Inc. |
Lander, WY, Roverton, Crowheart & others, telephone directory, use through February 2008. | Text | TX0006522737 | 3/7/2007 | Dex Media, Inc. |
Laramie, WY, Rock River, Telephone Directory, 083445. | Text | TX0007067207 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Las Cruces, NM, Anapra, Anthony & others, telephone directory, use through March 2008. | Text | TX0006521174 | 3/13/2007 | Dex Media, Inc. |
Las Vegas/Raton - and Surrounding Area (048458) | Text | TX0006847941 | 9/28/2007 | Dex Media, Inc. d/b/a Dex |
Le Sueur/St. Peter - and Surrounding Area - Use through June 2008 (038665) | Text | TX0006882011 | 7/10/2007 | Dex Media, Inc. |
Lewiston, ID, Clarkston, Pullman, Colfax telephone directory, use through January 2008. | Text | TX0006505981 | 1/31/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Lewistown - and Surrounding Area - Use through August 2008 043010. | Text | TX0006827291 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Limon, CO, Burlington, & surrounding area, telephone directory, use through February 2008. | Text | TX0006522735 | 3/7/2007 | Dex Media, Inc. |
Lincoln, NE, Heartland, and southern Nebraska, telephone directory, use through February 2008. | Text | TX0006522491 | 3/13/2007 | Dex Media, Inc. |
Litchfield, MO, Montevideo, Willmar and surrounding area, use through April 2008. | Text | TX0006584373 | 6/5/2007 | Dex Media, Inc. |
Little Falls, MN telephone directory, use through February 2008. | Text | TX0006505977 | 2/2/2007 | Dex Media, Inc. |
Longmont and surrounding area, including Bouldre and surrounding area business White Page listings, use through May 2008. | Text | TX0006582764 | 6/14/2007 | Dex Media, Inc. |
Longview, WA, Caste Rock, Cathlamet, ... [et al.] telephone directory, used through June 2008. | Text | TX0006595988 | 6/19/2007 | Dex Media, Inc. |
Los Lunas/Belen - Bosque Farms/Isleta - Use through June 2008 (048166) | Text | TX0006882033 | 7/10/2007 | Dex Media, Inc. d.b.a. Dex |
Loveland/Berthoud, including business listings for Fort Collins, Greeley and surrounding areas : use through February 2008. | Text | TX0006569374 | 4/19/2007 | Dex Media, Inc. |
Marshalltown, IA, and surrounding area, telephone directory, use through March 2008. | Text | TX0006571206 | 4/20/2007 | Dex Media, Inc. |
Mason City/Charles City/Clear Lake - Including Forest City, Garner, Northwood, Osage and Surrounding Area - Use through June 2008 (026179) | Text | TX0006882007 | 7/10/2007 | Dex Media, Inc. |
Medford/Ashland PLUS, and surrounding area, telephone directory, use through April 2008 | Text | TX0006598146 | 6/19/2007 | Dex Media, Inc. |
Minneapolis A-Z, and surrounding area, telephone directory, use through May 2008. | Text | TX0006582751 | 6/14/2007 | Dex Media, Inc. |
Minnesota Northwest - Use through April 2008 (038474) | Text | TX0006882018 | 7/10/2007 | Dex Media, Inc. |
Missoula and sourrounding area telephone directory, use through February 2008. | Text | TX0006599009 | 6/19/2007 | Dex Media, Inc. |
Montrose/Delta/Telluride and surrounding areas-use through May 2008. | Text | TX0006596626 | 6/13/2007 | Dex Media, Inc. |
Morris, MN, and surrounding area, telephone directory, use through June 2008. | Text | TX0006580988 | 6/12/2007 | Dex Media, Inc. |
Muscatine, IA, and surrounding area, telephone directory, use through April 2008. | Text | TX0006571205 | 5/8/2007 | Dex Media, Inc. |
Nampa, ID, Caldwell and surrounding area telephone directory, use through July 2008. | Text | TX0006505992 | 1/31/2007 | Dex Media, Inc. |
Nogales/Rio Rico, Amado, Arivaca, Canelo, Carmen, Elgin, Green Valley Patagonia, Sahuarita, Sonoita, Tuba, Tumacacori, 2007, 033470. | Text | TX0007061047 | 5/12/2008 | Dex Media, Inc. d.b.a. Dex |
Norfolk - and Surrounding Area - Use through July 2008 (044605) | Text | TX0006827301 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
North/northwest Tucson, AZ area telephone directory, use through January 2008. | Text | TX0006505982 | 1/31/2007 | Dex Media, Inc. |
Northeast Colorado - Use through June 2008 (008858) | Text | TX0006882019 | 7/10/2007 | Dex Media, Inc. |
Northeastern Wyoming and Surrounding Area, Telephone Directory (083533) | Text | TX0007067234 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Northern Colorado, CO, PLUS Fort Collins, Loveland, Bertoud ... [et al.] telephone directory, use through February 2008. | Text | TX0006522488 | 2/14/2007 | Dex Media, Inc. |
Northern Hills, NY, Belle Fourche, Buffalo & others, use through May 2008. | Text | TX0006584372 | 6/5/2007 | Dex Media, Inc. |
Northern Oregon Coast, Astoria, Seaside & others, telephone directory, use through March 2008. | Text | TX0006568428 | 4/17/2007 | Dex Media, Inc. |
Northglenn, Thornton, Commerce City, including Eastlake, Federal Heights, Henderson, portions of North Denver, telephone directory, use through June 2008. | Text | TX0006599452 | 7/6/2007 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Northwest suburban area, telephone directory, use through May 2008. | Text | TX0006599004 | 6/12/2007 | Dex Media, Inc. |
Ogden, CO, Davis County telephone directory, use through June 2008. | Text | TX0006599502 | 7/11/2007 | Dex Media, Inc. |
(d.b.a. Dex) | ||||
Okanogan Valley, WA, Grand Coulee Dam, Methow Valley and surrounding area, telephone directory, use through January 2008. | Text | TX0006507701 | 1/31/2007 | Dex Media, Inc. |
Olympia, WA, Lacey/Tumwater and Surrounding Area, Telephone Directory, 2007, 077526. | Text | TX0007061018 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Omaha and surrounding area, telephone directory, use through June 2008. | Text | TX0006601305 | 7/16/2007 | Dex Media, Inc. |
Omaha/Council Bluffs PLUS - and Surrounding Area - Use through June 2008 (104385) | Text | TX0006882005 | 7/10/2007 | Dex Media, Inc. |
Ottumwa, IA, Oskaloosa, Pella & others, telephone directory, use through March 2008. | Text | TX0006568427 | 4/20/2007 | Dex Media, Inc. |
Park Rapids/Staples/Wadena - and Surrounding Area - Use through July 2008 (038761) | Text | TX0006825856 | 9/14/2007 | Dex Media, Inc. |
Payette, OR, Ontario and Surrounding Area (017682) | Text | TX0007086859 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Phoenix, AZ, metro M-Z, use through April 2008. | Text | TX0006584719 | 5/8/2007 | Dex Media, Inc. |
Pocatello and surrounding area, use through June 2008. | Text | TX0006600380 | 7/11/2007 | Dex Media, Inc. d.b.a. Dex |
Port Angeles, WA, Sequim, North Olympic Peninsula, Telephone Directory, 2007, 077550. | Text | TX0007056807 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Portland Clark County DEX Plus (104452) | Text | TX0007012416 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Portland YP Telephone Directory 61702 November, 2007. | Text | TX0007007251 | 2/11/2008 | Dex Media, Inc. d/b/a Dex |
Prescott, Bagdad, Chino Valley, Dewey, Humboldt, Mayer, Prescott Valley use through April 2008. | Text | TX0006582750 | 6/4/2007 | Dex Media, Inc. |
Price/Helper-East Carbon Emery County towns, & others, telephone directory, use through March 2008. | Text | TX0006522736 | 3/7/2007 | Dex Media, Inc. |
Provo/Orem 074726 and Surrounding Area. | Text | TX0007112372 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Provo/Orem DEX Plus (104577) and Surrounding Area. | Text | TX0007009468 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Provo Telephone Directory 74726 November, 2007. | Text | TX0006924461 | 12/3/2007 | Dex Media, Inc. d/b/a Dex |
Provo, UT, Orem and Surrounding Area, Telephone Directory, 074726. | Text | TX0007060237 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Pueblo, CO, and surrounding area telephone directory, use through June 2008. | Text | TX0006599498 | 7/11/2007 | Dex Media, Inc. (d.b.a. Dex) |
Puyallup - and Surrounding Area - Alder, Ashford, Booney Lake, Buckley, Carbonado, Eatonville, Edgewood, Elbe, Graham, Lake Tapps, Orting, South Prairie, Sumner, Wilkeson - Use through March 2008 (077602) | Text | TX0006868076 | 8/7/2007 | Dex Media, Inc. |
Rapid City, and surrounding area, telephone directory, use through May 2008. | Text | TX0006582752 | 6/14/2007 | Dex Media, Inc. |
Rawlins, WY, Encampment, Hanna, Saratoga telephone directory, use through May 2008. | Text | TX0006580987 | 6/12/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Red Wing, MN, Lake City, Wabasha and surrounding area, use through April 2008. | Text | TX0006584716 | 5/8/2007 | Dex Media, Inc. |
Rochester, and surrounding area, telephone directory. | Text | TX0006521106 | 3/13/2007 | Dex Media, Inc. |
Rock Springs/Green River/Farson/Pinedale (083655) | Text | TX0006927301 | 11/1/2007 | Dex Media, Inc. d/b/a Dex |
Roseburg (061737) and Surrounding Area. | Text | TX0007017918 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Roswell, NM, and surrounding area, use through March 2008. | Text | TX0006584720 | 5/8/2007 | Dex Media, Inc. |
Salem, Dallas, Woodburn plus, telephone directory, use through June 2008. | Text | TX0006599005 | 6/19/2007 | Dex Media, Inc. |
Salem/Keizer - and surrounding area - use through June 2008. | Text | TX0006596600 | 7/5/2007 | Dex Media, Inc. |
Salt Lake City Telephone Directory 2007 (074816) | Text | TX0006846199 | 2/29/2008 | Dex Media, Inc. d/b/a Dex |
Santa Fe, Los Alamos, White Rock & others, use through May 2008. | Text | TX0006599010 | 6/14/2007 | Dex Media, Inc. |
Santa Fe PLUS, and surrounding area, telephone directory, use through May 2008. | Text | TX0006598144 | 6/14/2007 | Dex Media, Inc. |
Sarpy County - Bellevue, Gretna, LaVista, Papillion, Springfield, Offutt Air Force Base - Use through June 2008 (044720) | Text | TX0006825583 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Seattle Metro PLUS (104366) and Surrounding Area. | Text | TX0007012489 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Seattle metro - serving King county and South Snohomish county - use through June 2008. | Text | TX0006596419 | 7/5/2007 | Dex Media, Inc. d/b/a Dex |
Sidney/Kimball - and Surrounding Area - Use through July 2008 (044824) | Text | TX0006827293 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Sioux Falls - and Surrounding Area - Use through July 2008 (067640/067641) | Text | TX0006825910 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Socorro, NM, Bingham, Datil, Magdalena, Quemado, telephone directory, use through April 2008. | Text | TX0006585600 | 5/8/2007 | Dex Media, Inc. |
Soda Springs, ID and surrounding area telephone directory, use through January 2008. | Text | TX0006505989 | 1/31/2007 | Dex Media, Inc. |
South Central Utah, Beaver, Bicknell, Boulder, Circleville Ephraim, Escalante, Fairview, Fillmore-use through May 2008. | Text | TX0006596629 | 6/19/2007 | Dex Media, Inc. |
South Jeffco, CO, Columbine Valley telephone directory, use through June 2008. | Text | TX0006599499 | 7/6/2007 | Dex Media, Inc. (d.b.a. Dex) |
South Metro (038149) Glenwood Springs and Surrounding Area. | Text | TX0007012470 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
South Valley, UT, area, telephone directory, use through January 2008. | Text | TX0006507702 | 1/31/2007 | Dex Media, Inc. |
Southeast South Dakota Regional PLUS - Includes Business White Pages for Sioux Falls and Surrounding Area and Residential White Pages for Sioux Falls - Use through July 2008 (105555A) | Text | TX0006825917 | 9/14/2007 | Dex Media, Inc. d/b/a Dex |
Southeast St. Paul Suburbs (038648 | Text | TX0007009459 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Southern Utah, Colorado City, Fredonia, AZ & others telephone directory, use through May 2008. | Text | TX0006599008 | 6/4/2007 | Dex Media, Inc. |
Southwest suburban area, MN, telephone directory, use through May 2008. | Text | TX0006585969 | 6/5/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Spokane/ Coeur d’Alene/ Spokane Valley PLUS- Includes Spokane Business White Pages (104398) | Text | TX0006828146 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Spokane Telephone Directory 077762 September, 2007. | Text | TX0006851688 | 9/24/2007 | Dex Media, Inc. d/b/a Dex |
St Cloud, MN, and surrounding area, telephone directory, use through February 2008. | Text | TX0006522621 | 3/13/2007 | Dex Media, Inc. |
St. Croix Valley (038633) | Text | TX0007012400 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
St. Helens, WA, Clatskanie, Columbia City, ... [et al.] telephone directory, used through June 2008. | Text | TX0006595989 | 6/19/2007 | Dex Media, Inc. |
St. Paul YP Telephone Directory 038653, September, 2007. | Text | TX0007194900 | 10/10/2007 | Dex Media, Inc. d/b/a Dex |
Storm Lake, IA, and surrounding area, telephone directory, use through March 2008. | Text | TX0006571207 | 4/20/2007 | Dex Media, Inc. |
Tacoma - and Surrounding Area - DuPont, Fife, Fircrest, Fort Lewis, Fort Steilacoom, Gig Harbor, Lakewood, McChord AFB, Parkland, Spanaway, Steilacoom, Tillicum, University Place - Use throuqh March 2008 (077774) | Text | TX0006868087 | 8/7/2007 | Dex Media, Inc. |
Tacoma, WA, Puyallup, and surrounding area, telephone directory, use through March 2008. | Text | TX0006568441 | 4/17/2007 | Dex Media, Inc. |
Taos, and surrounding area, telephone directory, use through July 2008. | Text | TX0006601252 | 7/16/2007 | Dex Media, Inc. d.b.a. Dex |
Tooele (074918) UTAH: Dugway, Grantsville, lbapah, Rush Valley-Terra, Stockton, Vernon, Wendover NEVADA: Pilot Valley, Wendover, Western Wendover. | Text | TX0007009680 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Treasure Valley, Boise, Nampa, Caldwell, telephone directory, use through January 2008. | Text | TX0006504037 | 1/31/2007 | Dex Media, Inc. |
Treasure Valley PLUS (104578) Boise, Nampa, Caldwell and Surrounding Area. | Text | TX0007012443 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Tri-Cities PLUS (104608) Yakima Valley and Surroundinq Area. | Text | TX0007009451 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Tri-Cities, WA, Yakima & surrounding area, telephone directory, use through January 2008 | Text | TX0006507703 | 1/31/2007 | Dex Media, Inc. |
Trinidad, CO, Aguilar, Branson, Weston, telephone directory, use through May 2008. | Text | TX0006580985 | 6/12/2007 | Dex Media, Inc. |
Tucumcari, NM, Conchas Dam, Logan Nara Vista, San Jon, Telephone Directory, 048916. | Text | TX0007061142 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Twin Cities/Minneapolis and surrounding area, telephone directory, use through May 2008. | Text | TX0006598145 | 6/12/2007 | Dex Media, Inc. |
Twin Falla, ID, Burley, Rupert-Wood River Valley and surrounding area, telephone directory, use through April 2008. | Text | TX0006599372 | 6/5/2007 | Dex Media, Inc. |
Twin Ports, MN, Duluth, Superior, North Shore, telephone directory, use through June 2008. | Text | TX0006580913 | 6/14/2007 | Dex Media, Inc. |
Uintah Basin, UT, Roosevelt, Vernal & others, telephone directory, use through February 2008. | Text | TX0006522734 | 3/7/2007 | Dex Media, Inc. |
Valley of the Sun PLUS - Use through April 2008 (104364) | Text | TX0006859767 | 9/28/2007 | Dex Media, Inc. |
Walla Walla, OR, Dayton, Milton-Freewater and sourrounding area, telephone directory, use through March 2008. | Text | TX0006568424 | 4/17/2007 | Dex Media, Inc. |
Waterloo/Cedar Falls - Oelwein, Independence and Surrounding Area - Use through June 2008 (026897) | Text | TX0006882006 | 7/10/2007 | Dex Media, Inc. |
West Area UT Telephone Directory, 103812 December, 2007. | Text | TX0006939263 | 12/31/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
West area, UT, telephone directory, use through January 2008. | Text | TX0006507704 | 2/2/2007 | Dex Media, Inc. |
Western suburban area, telephone directory, use through May 2008. | Text | TX0006597922 | 6/12/2007 | Dex Media, Inc. |
Western suburbs/Perry/Winterset - and surrounding area- use through May 2008. | Text | TX0006596495 | 6/5/2007 | Dex Media, Inc. |
White Bear Lake Area (038814) | Text | TX0007009457 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Wickenburg and surrounding area, telephone directory, use through February 2008. | Text | TX0006522738 | 3/7/2007 | Dex Media, Inc. |
Williston, UT and surrounding area, telephone directory, use through April 2008. | Text | TX0006585602 | 5/8/2007 | Dex Media, Inc. |
Winslow, AZ, Holbrook, Joseph City, and surrounding area, telephone directory, use through April 2008. | Text | TX0006558222 | 4/20/2007 | Dex Media, Inc. |
Yakima Valley, WA, Telephone Directory, 2007, 077903. | Text | TX0007067295 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Yakima Valley, WA, telephone directory, use through January 2008. | Text | TX0006507717 | 1/31/2007 | Dex Media, Inc. |
Yuma, AZ, Hyder, Dateland, ..., Felicity, CA, Winterhaven & others, use through March 2008. | Text | TX0006568406 | 4/17/2007 | Dex Media, Inc. |
Ames (025051) Story County Area and Surroundinq Area. | Text | TX0007028676 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Arvada/Broomfield/Westminster - Use through June 2008 (008036) | Text | TX0006882035 | 7/10/2007 | Dex Media, Inc. d/b/a Dex |
Aspen (008045) Glenwood Springs and Surrounding Area. | Text | TX0007028658 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Bismarck/Mandan (055010) and Surrounding Area. | Text | TX0007028687 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Boise Telephone Directory 0171722 December, 2007. | Text | TX0006951980 | 12/31/2007 | Dex Media, Inc. d/b/a Dex |
Boone (025194) Dana, Grand Junction and Surroundinq Area. | Text | TX0007028680 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Buffalo/Big Lake (038144) Monticello and Surroundinq Area. | Text | TX0007028723 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Council Bluffs - and Surrounding Area - Use through June 2008 (025399) | Text | TX0006881778 | 7/10/2007 | Dex Media, Inc. d/b/a Dex |
Faribault (038557) Owatonna and Surroundinq Area. | Text | TX0007028764 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Fergus Falls (038280) and Surrounding Area. | Text | TX0007028712 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Glacial Lakes Area (067521) and Surrounding Communities. | Text | TX0007028674 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Glasgow - and Northeastern Montana (042768) | Text | TX0006828152 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Grand Rapids - and Surrounding Area (038328) | Text | TX0006846697 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Great Falls - and North Central Montana (042802/042803) | Text | TX0006828224 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Greater NW Valley Telephone Directory 003800 September, 2007. | Text | TX0006854302 | 9/28/2007 | Dex Media, Inc. d/b/a Dex |
Klamath Falls - Including Lake County and Surrounding Area (061352) | Text | TX0006828159 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Malad City, ID, Holbrook, Telephone Directory, 2007, 017500. | Text | TX0007067072 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Minnesota Southwest (038483) Luveme, Marshall, Pipestone Redwood Falls, and Surrounding Area. | Text | TX0007028686 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Mohave County/Colorado River Area - and Surrounding Area (003431) | Text | TX0006828142 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
North Dakota South Central - Jamestown, Valley City and Surrounding Area - Use through June 2008 (055829) | Text | TX0006882273 | 7/10/2007 | Dex Media, Inc. d/b/a Dex |
North Platte/McCook/Ogallala and Surrounding Area (044641) | Text | TX0007028709 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Olympia/Shelton PLUS - and Surrounding Area (104723) | Text | TX0006828226 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
O’Neil/Valentine and Surrounding Area (044622) | Text | TX0007028767 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Port Townsend, WA, Port Ludlow, Telephone Directory, 2007, 077562. | Text | TX0007056787 | 5/12/2008 | Dex Media, Inc. d/b/a Dex |
Rio Rancho (048606) Albuquerque West Area. | Text | TX0007028751 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
SaIt Lake City PLUS-and Surrounding Area (104391) ty. | Text | TX0006828140 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Salida/Buena Vista (008806) Alma, Fairplay and Surrounding Area. | Text | TX0007028664 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Shelton - Grapeview, Hoodsport, Lilliwaup, Matlock, Union (077702) | Text | TX0006828157 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Shenandoah/Red Oak (026671) and Surrounding Area. | Text | TX0007028761 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Silver City/Deming (048770) Lordsburg Area. | Text | TX0007028652 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Sioux City and Surrounding Area (026712) | Text | TX0007028774 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Siouxland North (026715) | Text | TX0007028745 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
South Dakota South Central (067651) Huron, Mitchell, Pierre and Surrounding Area. | Text | TX0007028668 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Tri-Cities Regional - Kennewick, Pasco, Richland (077538) | Text | TX0006828155 | 10/1/2007 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Tucson PLUS - and Surrounding Area (104399) | Text | TX0006828231 | 10/1/2007 | Dex Media, Inc. d/b/a Dex |
Vail/Leadville (008676) Summit County and Surrounding Area. | Text | TX0007028754 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Virginia (038737) Bear River, Biwabik, Cook, Crane Lake, Ely Eveleth, Gilbert, Greaney, McKinley, Mountain Iron, Orr. | Text | TX0007028740 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Wahpeton (055879) Breckenridge and Surrounding Area. | Text | TX0007028728 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Walsenburg/Gardner (008936) La Veta/Cuchara. | Serial | TX0007028648 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Webster City (026398) Clarion Eagle Grove. | Serial | TX0007028772 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Winona and Surrounding Area (038851) | Serial | TX0007028734 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Winter Park/Grand County(008442) | Serial | TX0007028705 | 5/2/2008 | Dex Media, Inc. d/b/a Dex |
Yankton (067780) Vermillion and Surrounding Area. | Serial | TX0007028683 | 5/8/2008 | Dex Media, Inc. d/b/a Dex |
Phoenix Metro A-Z May 2008 Telephone Directory (14117) | Text | TX0007003433 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Santa Fe Telephone Directory May 2008 (048692/103587) | Text | TX0007005533 | 7/16/2008 | Dex Media, Inc. d/b/a Dex |
Aberdeen - and Surrounding Area (067010) | Text | TX0007140213 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Aberdeen, WA, Hoquiam, Raymond, South Bend, Telephone Directory, 2008, 077010. | Text | TX0007076626 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Albany - and Surrounding Area Alphabetical listings for Corvallis and Surrounding Area follow Albany White Pages (061010) | Text | TX0007037754 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Alliance/Chadron (044549) Allen, Angora, Antioch, Ashby, Batesland, Bayard, Bingham, Bridgeport, Crawford, Denby, Ellsworth, Gordon, Harrison, Hay Springs, Hemingford, Hyannis, Interior, Kyle. | Text | TX0007179097 | 8/27/2008 | Dex Media, Inc. d/b/a Dex |
Ames/Story County Area (025051) Alleman, Clemens, Colo, Gilbert, Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing. | Text | TX0007142040 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Artesia - and Surrounding Area (048127) | Text | TX0007020841 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Arvada/Broomfield/Westminster (008036) | Text | TX0007026069 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Atlantic (025092) and Surrounding Area. | Text | TX0007005670 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Bagdad, Chino Valley, Dewey, Humboldt, Mayer, Prescott Valley, Prescott (003620) | Text | TX0007626022 | 6/30/2008 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Bainbridge Island Poulsbo and Suquamish Included in the Yellow Pages (077036) | Text | TX0007076606 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Baker City-La Grande Areas 061055. | Text | TX0007004899 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Bellingham (077062) Whatcom County. | Text | TX0007004763 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Bemidji - Walker, Cass Lake, and Surrounding Area (038084) | Text | TX0007037743 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Big Horn Basin, WY, Telephone Directory, 2008, 083036. | Text | TX0007076829 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Billings and Surrounding Area (042129) | Text | TX0007626013 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Billings PLUS and Surrounding Area (105406) | Text | TX0007608859 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Bismarck/Mandan - and Surrounding Area (055010) | Text | TX0007037720 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Blackfoot, ID, Shelley,Telephone Directory, 2008, 017094. | Text | TX0007076212 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Boone (025194) Dana, Grand Junction and Surrounding Area. | Text | TX0007141997 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Boulder/Longmont PLUS (104488/104487) and separate sections. | Text | TX0007128152 | 3/11/2010 | Dex Media, Inc. d/b/a Dex |
Boulder telephone directory (008052) December 2008. | Text | TX0006926309 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Bozeman, MT, Surrounding Area, Telephone Directory, 2008, 042163. | Text | TX0007076571 | 10/2/2008 | Dex Media, Inc. d/b/a Dex |
Brigham City, UT, Surrounding Area, Telephone Directory, 2008, 074058. | Text | TX0007076541 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Buffalo/Big Lake/Monticello (038144) and Surrounding Area. | Text | TX0007141956 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Butte and Surrounding Area (042248) | Text | TX0007006751 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Cache Valley, UT, Telephone Directory, 2008, 074063. | Text | TX0007076880 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Canon City (00815) Florence/Hillside/Penrose/Westcliff and Surrounding Area. | Text | TX0007024535 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Casa Grande (003120) Ajo, Arizona City, Coolidge, Eloy, Florence, Gila Bend, Maricopa, Picacho, Sacaton, Stanfield. | Text | TX0007006857 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Casper - and Surrounding Area (083040) | Text | TX0007026037 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Castle Rock/Parker (008182) Deckers, Elbert County, Elizabeth, Franktown, Kiowa, Larkspur, Lone Tree, Sedalia. | Text | TX0007031251 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Cedar Rapids (025256) Marion, Vinton, Hiawatha, Anamosa, Monticello and surrounding Area. | Text | TX0007005684 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Cedar Rapids PLUS and Surrounding Area (105483) | Text | TX0007005698 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Central Oregon Telephone Directory 061072 March, 2008. | Text | TX0006924146 | 3/26/2008 | Dex Media, Inc. d/b/a Dex |
Centralia/Chehalis (077114) Serving Lewis County. | Text | TX0007020668 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Cheyenne and Surrounding Area (083125) | Text | TX0007006772 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Clackamas Telephone Directory 061649 February, 2008. | Text | TX0006846057 | 3/26/2008 | Dex Media, Inc. d/b/a Dex |
Clark County Telephone Directory 077846 December, 2008. | Text | TX0007010838 | 12/21/2008 | Dex Media, Inc. d/b/a Dex |
Cle Elum, WA, Easton, Roslyn, Telephone Directory, 2008, 077166. | Text | TX0007076250 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Clovis/Portales - and Surrounding Area (048244) | Text | TX0007020392 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Cochise County (003145/103626) and Surrounding Area. | Text | TX0007021800 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Colorado Springs PLUS (104579) and the Pikes Peak Region. | Text | TX0007142011 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Colorado Springs Telephone Directory 2008 (008208) | Text | TX0006867364 | 3/20/2008 | Dex Media, Inc. dba Dex |
Colville - and Surrounding Area (077190) | Text | TX0007026097 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Corvallis - and Surrounding Area, Alphabetical listings for Albany and Surrounding Area follow Corvallis White Pages (061195) | Text | TX0007026046 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Deborah/Elkader/West Union (025441) and Surrounding Area Including Lansing, Waukon. | Text | TX0007005679 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Denver PLUS (105771) Covering the Metro Area. | Text | TX0007128138 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Denver PLUS (105771) Covering the Metro Area. | Text | TX0007155876 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
DexKnows.com Website. | Text | TX0006937168 | 12/17/2008 | Dex Media, Inc. R.H. Donnelley Inc. |
Dickinson and Surrounding Area (055572) | Text | TX0007096761 | 8/26/2008 | Dex Media, Inc. d/b/a Dex |
Dubuque - IOWA: Bellevue, Cascade, Dyersville, Epworth, Holy Cross, La Motte, | Text | TX0007028881 | 2/24/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Manchester ILLINOIS: East Dubuque, Galena. WISCONSIN: Dickeyville, Fairplay, Platteville (025543) | d/b/a Dex | |||
East Central Minnesota (038156) Almelund, Braham, Cambridge, Hinckley, Isanti, Mora, North Branch, Ogilvie, Pine City, Rush City, Sandstone | Text | TX0007002000 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
East Valley Yellow Pages 2008 Telephone Directory (3421) | Text | TX0006909305 | 10/27/2008 | Dex Media, Inc. dba Dex |
Eastern Montana (043180) | Text | TX0007140193 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Estes Park/Allenspark/Glen Haven-and Surrounding Area (008312) | Text | TX0007037737 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Eugene-Springfield PLUS and Surrounding Areas 104390. | Text | TX0007004877 | 6/19/2008 | Dex Media, Inc. d.b.a. Dex |
Eugene Telephone Directory 061265 June, 2008. | Text | TX0007001325 | 6/6/2008 | Dex Media, Inc. d/b/a Dex |
Eugene Telephone Directory 061265 June, 2008. | Text | TX0007001325 | 6/6/2008 | Dex Media, Inc. d/b/a Dex |
Evanston-Kemmerer (083210) and Surrounding Area. | Text | TX0007140194 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Faribault/Northfield/Owatonna/Waseca (038557) and Surrounding Area | Text | TX0007142104 | 2/24/2009 | Dex Media, Inc. d.b.a. Dex |
Farmington (048283) Aztec, Blanco, Bloomfield, Flora Vista, Shiprock. | Text | TX0007005721 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Fergus Falls- and Surrounding Area (038280) | Text | TX0007026450 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Flagstaff and Surrounding Area (003270) | Text | TX0007631701 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Flagstaff PLUS and Surrounding Area (104857) | Text | TX0007608843 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Florence Telephone Directory 061267 June, 2008. | Text | TX0007187510 | 6/12/2008 | Dex Media, Inc. d/b/a Dex |
Forest Lake Area (038292) | Text | TX0007021807 | 2/24/2009 | Dex Media, Inc. |
Glacial Lakes Area (067521/067522) and Surrounding Communities. | Text | TX0007142051 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Glasgow, MT, Northeastern Montana, Telephone Directory, 2008, 042768. | Text | TX0007076643 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Globe/Miami/Superior and Surrounding Area (003320) | Text | TX0007608845 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Grafton and Surrounding Area (055315) | Text | TX0007116698 | 8/27/2008 | Dex Media, Inc. d/b/a Dex |
Grand Forks/East Grand Forks - and Surrounding Area (055338) | Text | TX0007140212 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Grand Island - Hastings, Kearney - and Surrounding Area (044512/044513) | Text | TX0007141946 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Grants Pass, OR, Medford and Surrounding Area, Telephone Directory, 2008, 104388. | Text | TX0007076283 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Grants Pass - Rogue River and Surrounding Area Medford Business listings follow Grants Pass White Pages (061282) | Text | TX0007076120 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Great Falls, MT, North Central Montana, Telephone Directory, 2008, 042802/042803. | Text | TX0007076851 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Greater Eastside PLUS (106692) Separate Section for Seattle. | Text | TX0007021757 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Greater Eastside Telephone Directory 077049 September, 2008. | Text | TX0007035992 | 9/19/2008 | Dex Media, Inc. d/b/a Dex |
Greater Northwest Valley telephone directory 2008 (3800) | Text | TX0006909359 | 10/27/2008 | Dex Media, Inc. dba Dex |
Greater Westside Telephone Directory 061068 February, 2008. | Text | TX0007137922 | 2/29/2008 | Dex Media, Inc. d/b/a Dex |
Greeley/Windsor - Includes Business Listings for Fort Collins, Loveland and Surrounding Area (008494) | Text | TX0007027922 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Helena and Surrounding Area (042904) | Text | TX0007626004 | 6/30/2008 | Dex Media, Inc. d.b.a. Dex |
Highland Park/Summit Hill (104024) | Text | TX0007141936 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Idaho Falls and Surrounding Area, Telephone Directory, 2008, (017402) | Text | TX0007211791 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Iowa City (025933) and Surrounding Area. | Text | TX0007142034 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Jackson Hole, WY, Grand Teton and Yelllowstone National Parks Star Valley, Teton Valley, ID, West Yellowstone and Surrounding Areas (083950) | Text | TX0007585682 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Kennewick, WA, Pasco, Richland, Tri-Cities Regional, Telephone Directory, 2008, 077538) | Text | TX0007076179 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Kitsap Peninsula, WA, Allyn, Anderson Island, Bangor, Belfair, Bremerton, Dewatto, Gig Harbor, Hansville, Indianola, Keyport, Kingston, Lake Bay, Port Gamble, Port Orchard, Poulsbo, Seabeck, Telephone Directory, 2008, 077075. | Text | TX0007076093 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Klamath Falls, OR, Lake County and Surrounding Area, Telephone Directory, 2008, 061352. | Text | TX0007076676 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
La Junta and Surrounding Area (008624) | Text | TX0007024543 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Laramie/Rock River (083445) | Text | TX0007020618 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Las Cruces (048419) Anapra, Anthony, Berino, Canutillo, Chamberino, Chaparral, Hatch, La Mesa, La Union, Mesilla, Mesquite, Organ, San Migual, Santa Teresa, Sunland Park, Truth or | Text | TXu001622393 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Consequences. | ||||
Las Vegas/Raton - and Surrounding Area (048458) | Text | TX0007020822 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Lewiston/Clarkston/Pullman/Colfax and Surrounding Area, Telephone Directory, 2008, (017486) | Text | TX0007211911 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Lewistown, and Surrounding Area, Telephone Directory, 2008, 043010. | Text | TX0007076559 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Limon/Burlington (008130) and Surrounding Area. | Text | TX0007028558 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Lincoln/Heartland Telephone Directory 2008 (103150) | Text | TX0006845509 | 3/13/2008 | Dex Media, Inc. d/b/a Dex |
Little Falls (038424) and Surrounding Area. | Text | TX0007012305 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Longview (077410)and Surrounding Area including Castle Rock, Cathlamet, Kalama, Kelso, Puget Island, Ryderwood, Skamokawa, Toutle, Vader Followed by separate section for Rainier, OR. | Text | TX0007004922 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Loveland/Berthoud (008728) Includes Business Listings for Fort Collins, Greeley and Surrounding Areas. | Text | TX0007024548 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Lumar - and Surrounding Area (008650) | Text | TX0007232846 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Medford/Ashland and Surrounding Area (061440) | Text | TX0007020278 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Medford-Ashland PLUS and Surrounding Area 104387. | Text | TX0007004783 | 4/30/2009 | Dex Media, Inc. d/b/a Dex |
Metro Denver A-Z Telephone Directory 2008 (008260) | Text | TX0006973070 | 6/4/2009 | Dex Media, Inc. d/b/a Dex |
Minneapolis PLUS (104365/104384) and surrounding Twin Cities area. | Text | TX0007012548 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Minnesota Southwest (038483) Luverne, Marshall, Pipestone, Redwood Falls and Surrounding Area. | Text | TX0007142054 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Mohave County, AZ, Colorado River Area and Surrounding Area, Telephone Directory, 2008, 003431. | Text | TX0007076503 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Moses Lake (077470) Ephrata Othello (Including Royal City), Ritzville and Surrounding Area. | Text | TX0007020633 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Mountain Home - Atlantic, Bruneau, Glenns Ferry, Grand View, Pine-Featherville, Prairie, Tipanuk (017598) | Text | TX0007026115 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Nampa/Caldwell and Surrounding Area, Telephone Directory, 2008, (017622) | Text | TX0007211783 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Nogales/Rico (003470) Amado, Arivaca, Canelo, Carmen, Elgin, Green Valley, Patagonia, Sahuarita, Sonoita, Tubac, Tumacacori. | Text | TX0007097899 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
North Platte/McCook/Ogallala - and Surrounding Area (044641/044642) | Text | TX0007026458 | 2/24/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Northern Colorado PLUS (104615) Fort Collins, Loveland, Berthoud, Estes Park, Greeley, Windsor. | Text | TX0007031259 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Northern Hills, SD, Telephone Directory, Belle Fourche, Buffalo, Camp Crook, Deadwood, Lead, Newell, Nisland, Spearfish, Sturgis, Vale, Whitewood 2008, (067023) | Text | TX0007114033 | 8/27/2008 | Dex Media, Inc. d/b/a Dex |
Northern Oregon Coast (061037) Astoria, Seaside, Cannon Beach, Tillamook, Long Beach Peninsula and Surrounding Areas. | Text | TX0007004725 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Northglenn/Thomton/Commerce City, Including Eastlake, Federal Heights, Henderson, portions of North Denver, Telephone Directory, 2008, (008767) | Text | TX0007211874 | 7/7/2008 | Dex Media, Inc. d/b/a Dex |
Northwest Suburban Area (038048) | Text | TX0007005019 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Ogden/Davis County PLUS, Telephone Directory, 2008, (104389) | Text | TX0007212085 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Olympia/Lacey Tumwater - and Surrounding Area Includes Shelton White Pages (077526) | Text | TX0007021630 | 1/21/2009 | Dex Media, Inc. |
Olympia, WA, Shelton, Surrounding Area, Telephone Directory, 2008, 104723. | Text | TX0007076655 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Omaha Telephone Directory July 2009 (044715/12535) | Text | TX0006874798 | 7/17/2008 | Dex Media, Inc. d/b/a Dex |
O’Neill/Valentine (044622) and Surrounding Area. | Text | TX0007142007 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Park City/Heber City (074266) Coalville, Kamas, Oakley. | Text | TX0007021729 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Park Rapids, MN, Staples/Wadena - and Surrounding Area, Telephone Directory, 2008, 038761. | Text | TX0007060920 | 2/6/2009 | Dex Media, Inc. d/b/a Dex |
Payette/Ontario - and Surrounding Area (017682) | Text | TX0007037717 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Pendleton/Athena/Weston and Surrounding Area 061667. | Text | TX0007004961 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Port Angeles/Sequim/North Olympic/Peninsula (077550) | Text | TX0007020646 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Port Townsend/Port Ludlow (077562) Brinnon, Center, Chimacum, Quilcene. | Text | TX0007020682 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Price-Helper, East Carbon, Emery County Towns, Green River, Hanksville, Hiawatha, Scofield, Telephone Directory, 2008, (074710) | Text | TX0007212143 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Provo / Orem PLUS (104577) and Surrounding Area. | Text | TX0007157451 | 3/31/2010 | Dex Media, Inc. d/b/a Dex |
Provo/Orem PLUS - and Surrounding Area (104577) | Text | TX0007020436 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Provo Telephone Directory 074726 November, 2008. | Text | TX0007010884 | 12/3/2008 | Dex Media, Inc. d/b/a Dex |
Puyallup - and Surrounding Area Alder, Ashford, Bonney Lake, Buckley, Carbonado, | Text | TX0007020405 | 1/21/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Eatonville, Edgewood, Elbe, Graham, Lake Tapps, Orting, South Prairie, Sumner, Wilkenson (077602) | d/b/a Dex | |||
Rawlins/Encampment/Hanna/Saratoga (083600) | Text | TX0007209091 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Rochester (038617) and Surrounding Area. | Text | TX0007002004 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Rock Springs/Green River/Farson/Pinedale (083655) | Text | TX0007097861 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Roseburg (061737) and Surrounding Area. | Text | TX0007097876 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Roswell and Surrounding Area (048614) | Text | TX0007005686 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Salem-Dallas-Woodburn PLUS 104400. | Text | TX0007004855 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Salem Telephone Directory 061772 June, 2008. | Text | TX0007032599 | 6/5/2008 | Dex Media, Inc. d/b/a Dex |
Salida Buena Vista - Alma, Fairplay and Surrounding Area (008806) | Text | TX0007026092 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Salt Lake City Telephone Directory 2008 (074816) | Text | TX0006882056 | 9/2/2008 | Dex Media, Inc. d/b/a Dex |
Salt Lake City, UT, Telephone Directory, 2008, 104391. | Text | TX0007076778 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Scottsdale Telephone Directory 003745 October, 2008. | Text | TX0007009688 | 10/14/2008 | Dex Media, Inc. d/b/a Dex |
Seattle Metro PLUS (104366) | Text | TX0007021762 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Seattle YP Telephone Directory 077678 June, 2008. | Text | TX0007009444 | 8/4/2008 | Dex Media, Inc. d/b/a Dex |
Shelton/Olympia PLUS (104722/104723) and Surrounding Area. | Text | TX0007169124 | 4/7/2010 | Dex Media, Inc. d/b/a Dex |
Shenandoah/Red Oak (026671) and Surrounding Area. | Text | TX0007141974 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Sidney/Kimball - and Surrounding Area (044824) | Text | TX0007086925 | 2/4/2009 | Dex Media, Inc. d/b/a Dex |
Silver City/Deming/Lordsburg Area (048770) | Text | TX0007142088 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Sioux Falls - and Surrounding Area (067640/067641) | Text | TX0007142103 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Sioux Falls Regional PLUS - Includes Business White Pages for Sioux Falls and Surrounding Area and Residential White Pages for Sioux Falls (105555A) | Text | TX0007026078 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Soda Springs and Surrounding Area, Telephone Directory, 2008, (017878) | Text | TX0007212714 | 7/14/2008 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
South Central Utah, Beaver, Bicknell, Boulder, Circleville, Ephraim, Escalante, Fairview, Fillmore, Fountain Green, Gunnison, Hanksville, Loa, Manti, Marysvale, Moroni, Mt. Pleasant, Telephone Directory, 2008, (074864) | Text | TX0007211948 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
South Dakota/South Central - Huron, Mitchell, Pierre, and Surrounding Area (067651) | Text | TX0007211817 | 7/7/2008 | Dex Media, Inc. d/b/a Dex |
South King County Telephone Directory 077730 September, 2008. | Text | TX0007016226 | 9/9/2008 | Dex Media, Inc. d/b/a Dex |
South Valley Area, Alpine, Alta-Snowbird, American Fork, Copperton, Cottonwood, Crescent, Draper, Highland, Lehi, Midvale, Murray, Riverton, Sandy, South Jordan, Union, West Jordan, Telephone Directory, 2008, (074861) | Text | TX0007212681 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Southeastern Idaho PLUS (104791) | Text | TX0007021773 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Southern Utah, Colorado City, Fredonia, AZ, Mesquite, NV, Telephone Directory, 2008, (074866) | Text | TX0007212042 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Spokane Telephone Directory 077762 September, 2008. | Text | TX0007015605 | 9/12/2008 | Dex Media, Inc. d/b/a Dex |
Spokane, WA, Coeur d’Alene, Spokane Valley, Spokane Business White Pages, Telephone Directory, 2008, 104398. | Text | TX0007076444 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
St. Cloud (038629) and Surrounding Area. | Text | TX0007002012 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
St. Croix Valley (038633) | Text | TX0007026003 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
St. Helens and Surrounding Area including Clatskanie, Columbia City, Deer Island, Rainier, Scappoose, Vernonia, Warren 061755. | Text | TX0007004939 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
ST Paul YP Telephone Directory September, 2008 038653. | Text | TX0007300420 | 10/16/2008 | Dex Media, Inc. d/b/a Dex |
Tacoma Telephone Directory 077774 March, 2008. | Text | TX0006988670 | 3/17/2008 | Dex Media, Inc. d/b/a Dex |
Taos - and Surrounding Area (048838/103720) | Text | TX0007026121 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Treasure Valley PLUS (104578) Boise, Nampa, Caldwell and Surrounding Area. | Text | TX0007021706 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Trinidad (008884) Aguilar/Branson/Weston. | Text | TXu001624746 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Tucson, AZ, Surrounding Area, Telephone Directory, 2008, 104399. | Text | TX0007076520 | 10/10/2008 | Dex Media, Inc. d/b/a Dex |
Tucson Yellow Pages Bilingual Telephone Directory September 2008 (778520) | Text | TX0006909362 | 10/27/2008 | Dex Media, Inc. d/b/a Dex |
Tucson Yellow Pages English Telephone Directory September 2008 (778520) | Text | TX0006908767 | 10/27/2008 | Dex Media, Inc. dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Tucumcari ( 048916) Conchas Dam, Logan, Nara Visa, San Jon. | Text | TX0007142047 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Twin Falls/Burley/Rupert/Wood River Valley and Surrounding Area, Telephone Directory, 2008, (017906) | Text | TX0007212126 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Uintah Basin, UTAH: Roosevelt, Vernal, Duchesne, Altamont, Flattop, Lapoint, Randlett, Neola, Tabiona, Fruitland and Surrounding Areas COLORADO: Rangely, Dinosaur, Telephone Directory | Text | TX0007211994 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
University of Nebraska-Lincoln (104915) Student Directory 2008-2009 . | Text | TX0007167592 | 4/12/2010 | Dex Media, Inc. d/b/a Dex |
Vail / Leadville / Summit County (008676) and Surrounding Area. | Text | TX0007157348 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Valle del Sol (105470) | Text | TX0007128173 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Valley of the Sun PLUS - Anthem, Buckeye, Chandler, Gilbert, Glendale, Goodyear, Maricopa, Mesa, Peoria, Phoenix, Queen Creek, Scottsdale, Sun City, Surprise, Tempe (104364) | Text | TX0007020296 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Virginia (038737) Bear River, Biwabik, Cook, Crane Lake, Ely, Eveleth, Gilbert, Greaney, McKinley, Mountain Iron, Orr. | Text | TX0007142086 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Wahpeton/Breckenridge - and Surrounding Area (055879) | Text | TX0007028879 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Walla Walla-Dayton, Milton-Freewater, OR and Surrounding Area (077870) | Text | TX0007004747 | 6/19/2008 | Dex Media, Inc. d.b.a. Dex |
Walsenburg/Gardner/La Veta/Cuchara (008936) | Text | TX0007026130 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Wasatch Front, UT Telephone Directory 2009 104054 Salk Lake City, Ogden, Provo. | Text | TX0007357004 | 5/3/2011 | Dex Media, Inc. d.b.a. Dex |
Webster City/Clarion/Eagle Grove (026938) | Text | TX0007142003 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Western Suburbs/Perry/Winterset and Surrounding Area (025485) | Text | TX0007005675 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
White Bear Lake Area (038814) | Text | TX0007026054 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Wickenburg and Surrounding Area (003820) | Text | TX0007608862 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Winona (038851) and Surrounding Area. | Text | TX0007142084 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Winslow-Holbrook-Joseph City and Surrounding Area (003870) | Text | TX0007608853 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Yakima Valley (077930) | Text | TX0007147357 | 3/11/2010 | Dex Media, Inc. |
Yakima Valley / Tri-Cities (104609) and Surrounding Area. | Text | TX0007147356 | 3/11/2010 | Dex Media, Inc. |
Tri-Cities/Yakima Valley PLUS and Surrounding Area (104608) | Text | TX0007076057 | 10/10/2008 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Yankton-Vermillion (067780) and Surrounding Area. | Text | TX0007142001 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Yuma (003920) Hyder-Dateland, Somerton, Wellton, AZ, Felicity, Winterhaven, CA. | Text | TX0007006883 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Iowa Falls/Hampton and Surrounding Area (025953) | Text | TX0007005652 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Fargo/Moorhead Regional PLUS; Fargo, ND/Moorhead, MN; Detroit Lakes, MN; Fergus Falls, MN; Wahpeton/Breckenridge, ND; Jamestown/Valley City, ND. | Text | TX0007888776 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Alamogordo (048010) Alto, Capitan, Carrizozo, Cloudcroft, Mayhill, Mescalero, Ruidoso, Ruidoso Downs, Tularosa, White Mountain. | Text | TX0006996548 | 2008-08-19 | Dex Media, Inc. d/b/a Dex |
Algona/Humboldt and Surrounding Area (025030) | Text | TX0007005642 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Aurora/Montbello/DIA (008299) Including Bennett, Byers, Eastern Centennial, Green Valley Ranch Strasburg, Watkins, portions of East Denver. | Text | TX0007005617 | 7/9/2008 | Dex Media, Inc. d/b/a Dex |
Boulder/Longmont PLUS (104487) - in separate sections. | Text | TX0007888724 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Brighton Ft. Lupton, Hudson, Keenesburg, Roggen(008078) | Text | TX0007888663 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Burlington/Mt. Pleasant (025215) Danville, Dodgeville, Kingston, Mediapolis, Morning Sun, Sperry and Surrounding Area. | Text | TX0007005444 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Central and Downtown Denver (008188) Including Capitol Hill, Cherry Creek, Highlands, Park Hill, Washington Park, & other Denver County neighborhoods | Text | TX0007005629 | 7/9/2008 | Dex Media, Inc. d/b/a Dex |
Central Oregon Coast 061580 Including Depoe Bay, Lincoln City, Newport, Pacific City, Waldport. | Text | TX0007644677 | 6/25/2008 | Dex Media, Inc. d/b/a Dex |
Clifton/Safford (003670) Duncan, Morenci, Pima, Thatcher, Virden, NM York. | Text | TX0007021768 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Clinton/Camanche/Maquoketa and Surrounding Area (025338) | Text | TX0007689154 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Colorado Front Range En Espanol (I 0543 1) Denver, Greeley, Pueblo. | Text | TX0007029026 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Craig/Meeker-Stearnboat Springs - and Surrounding Area (008221) | Text | TX0007888713 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Detroit Lakes (038212) and Surrounding Area. | Text | TX0007000137 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Durango/Cortez/Pagosa Springs and Southwestern Colorado (008286) | Text | TX0007644733 | 6/25/2008 | Dex Media, Inc. d/b/a Dex |
East County Telephone Directory 061676 February, 2008. | Text | TX0006845276 | 3/5/2008 | Dex Media, Inc. d/b/a Dex |
Edina/St. Louis Park (103773) | Text | TX0007021348 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Englewood/Litticton/Centennial/Lone Tree/Highiands Ranch/South Metro Denver (008819) | Text | TX0007005609 | 7/9/2008 | Dex Media, Inc. d/b/a Dex |
Evergreen (008338) Aspen Park, Bailey, Bergen Park, Conifer, Genesee, Golden, Idledale, Indian Hills, Kittredge, Morrison, Phillipsburg, Pine, Shaffers Crossing. | Text | TX0007031238 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Fargo/Moorhead and Surrounding Area (055272) | Text | TX0006995948 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Fort Collins (008364) and Surrounding Area-Including Business Listings for Greeley, Windsor, Loveland and Surrounding areas. | Text | TX0007644727 | 6/25/2008 | Dex Media, Inc. d/b/a Dex |
Fort Madison/Keokuk (025707) Denmark, Montrose, West Point, Wever. | Text | TX0007005665 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Gallup/Grants/Laguna Acoma, Sanders, AZ and Surrounding Area (048302) | Text | TX0006996024 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Grand Junction (008468) Clifton, Collbran Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area. | Text | TX0007031226 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Grand Rapids - and Surrounding Area (038328) | Text | TX0007888698 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Gunnison, Crested Butte, Lake City, Mt. Crested Butte (008520) | Text | TX0007888667 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Jackson/Windom - and Surrounding Area (038833) | Text | TX0007888997 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Lakewood/Golden/Wheat Ridge (008949) Including Applewood, Bear Valley, Coal Creek Canyon, Edgewater, Green Mountain, portions of SW Denver. | Text | TX0006996079 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Litchfield-Montevideo-Willmar and Surrounding Area (038420) | Text | TX0007021359 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Longmont and Surrounding Area (008702), Including Boulder and Surrounding Area Business White Pages Listings. | Text | TX0007031205 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Marshalltown and Surrounding Area (026158) | Text | TX0007005658 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Missoula and Surrounding Area (043197) | Text | TX0007064265 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Montrose/Delta/Telluride (008750) and Surrounding Area. | Text | TX0007031264 | 6/24/2008 | Dex Media, Inc. d/b/a Dex |
Morris and Surrounding Area (038497) | Text | TX0006995993 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Muscatine and Surrounding Area (026241) | Text | TX0007005635 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Norfolk - and Surrounding Area (044605) | Text | TX0007888750 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Northeastern Wyoming (083533) and Surrounding Area. | Text | TX0007113504 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Ogden Telephone Directory 074614 June, 2008. | Text | TX0007381965 | 6/24/2008 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Okanogan Valley-Grand Coulee Dam Methow Valley and Surrounding Area (077514) | Text | TX0007644682 | 6/25/2008 | Dex Media, Inc. d/b/a Dex |
Ottumwa/Oskaloosa/Pella (026436) Including Agency, Albia, Batavia, Beacon, Bladensburg, Blakesburg, Bloomfield, Cedar, Chillicothe, Eddyville, Eldon, Fairfield, Fremont, Hedrick, Kirkville. | Text | TX0007005427 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Payson/Pine/Strawberry (003545) | Text | TX0007608852 | 6/30/2008 | Dex Media, Inc. d/b/a Dex |
Pocatello and Surrounding Area, Telephone Directory, 2008, (017696) | Text | TX0007212057 | 7/14/2008 | Dex Media, Inc. d/b/a Dex |
Portland YP Telephone Directory 061702 November, 2008. | Text | TX0007037174 | 12/1/2008 | Dex Media, Inc. d/b/a Dex |
Pueblo and Surrounding Area (008780) | Text | TX0007005455 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Rapid City and Surrounding Area (067065) | Text | TX0006995942 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Red Wing (038605) Lake City, Wabasha and Surrounding Area. | Text | TX0007021353 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Santa Fe Mini Edition (104956) and Surrounding Area Santa Fe, Los Alamos, Espanola, Taos, Chama and Abiquiu. | Text | TX0006995969 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Sarpy County (044720) Bellevue, Gretna, LaVista, Papillion, Springfield, Offutt Air Force Base. | Text | TX0006996038 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Sioux City (026712) and Surrounding Area. | Text | TX0007888740 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Siouxland North (026715) | Text | TX0007037729 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Socorro (048809) Bingham, Datil, Magdalena, Quemado. | Text | TX0006995982 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
South King County PLUS (106691) | Text | TX0007113449 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Southwest Suburban Area (038689) | Text | TX0007000259 | 6/18/2008 | Dex Media, Inc. d/b/a Dex |
Storm Lake/Cherokee and Surrounding Area (026774) | Text | TX0007005437 | 7/2/2008 | Dex Media, Inc. d/b/a Dex |
Tacoma-Puyallup PLUS and Surrounding Area (104454) | Text | TX0007644557 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Tooele (074918) UTAH: Dugway, Grantsville, Ibapah, Rush Valley-Terra, Stockton, Vernon, Wendover NEVADA: Pilot Valley, Wendover, Western Wendover. | Text | TX0007113455 | 2/24/2009 | Dex Media, Inc. d/b/a Dex |
Twin Ports (038727) Duluth, Superior, North Shore. | Text | TX0006995956 | 8/19/2008 | Dex Media, Inc. d/b/a Dex |
Western Suburban Area (038388) | Text | TX0006995936 | 8/19/2008 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Williston, ND, Telephone Directory, and Surrounding Area, 2008, (055922) | Text | TX0007114053 | 8/27/2008 | Dex Media, Inc. d/b/a Dex |
Winter Park/Grand County (008442) | Text | TX0007888704 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
Central Oregon PLUS (I04383) Bend, Black Butte, Camp Shen-nan, La Pine, Madras, Prineville, Redmong, Sisters, Sunriver. | Text | TX0007644564 | 6/19/2008 | Dex Media, Inc. d/b/a Dex |
Sauk Centre - and Surrounding Area (038677) | Text | TX0007888799 | 1/21/2009 | Dex Media, Inc. d/b/a Dex |
East Tucson Area (003777) January 2009. | Text | TX0006926631 | 1/22/2009 | Dex Media, Inc. d/b/a Dex |
Aberdeen (067010) and Surrounding Area. | Text | TX0007155864 | 3/19/2010 | Dex Media, Inc. d/b/a Dex |
Aberdeen / Hoquiam / Raymond / South Bend (077010) | Text | TX0007157591 | 3/17/2010 | Dex Media, Inc. d/b/a Dex |
Alamogordo (048010) Alto, Capitan, Carrizozo, Cloudcroft, Mayhill, Mescalero, Ruidoso, Ruidoso Downs, Tularosa, White Mountain. | Text | TX0007070179 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Alamosa (008026) and Surrounding Area. | Text | TX0007157864 | 3/16/2010 | Dex Media, Inc. d/b/a Dex |
Albany (061010) and Surrounding Area Alphabetical listings for Corvallis and Surrounding Area follow Albany White Pages. | Text | TX0007157682 | 3/23/2010 | Dex Media, Inc. d/b/a Dex |
Albert Lea / Austin (038072) and Surrounding Area. | Text | TX0007155471 | 3/16/2010 | Dex Media, Inc. d/b/a Dex |
Albuquerque Yellow Pages Telephone Directory English/Spanish January 2009 (048050/103666) | Text | TX0006973782 | 6/4/2009 | Dex Media, Inc. d/b/a Dex |
Algona / Humboldt (025030) and Surrounding Area. | Text | TX0007136555 | 3/15/2010 | Dex Media, Inc. d/b/a Dex |
Alliance/Chadron (044549) Allen, Angora, Antioch, Ashby, Batesland, Bayard, Bingham, Bridgeport, Crawford, Denby, Ellsworth, Gordon, Harrison, Hay Springs, Hemingford, Hyannis, Interior, Kyle,. | Text | TX0007396828 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Ames / Story County Area (025051) Alleman, Clemens, Colo, Gilbert, Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing. | Text | TX0007157572 | 3/19/2010 | Dex Media, Inc. |
Apache junction / East Mesa (103081) | Text | TX0007157472 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Apache Junction East Mesa, AZ Telehone Directory Use Through October 2010 (103081 14424) | Text | TX0007052072 | 10/21/2009 | Dex Media, Inc. d/b/a Dex |
Artesia (048127) and Surrounding Area. | Text | TX0007166277 | 3/16/2010 | Dex Media, Inc. d/b/a Dex |
Arvada / Broomfield / Westminster (008036) | Text | TX0007155460 | 3/16/2010 | Dex Media, Inc. d/b/a Dex |
Aspen / Glenwood Springs (008045) and Surrounding Area. | Text | TX0007155869 | 3/19/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Atlantic (025092) and Surrounding Area. | Text | TX0007021741 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Aurora / Montbello / DIA (008299) Including Bennett, Byers, Eastern Centennial, Green Valley Ranch, Strasburg, Watkins portions of East Denver. | Text | TX0007155469 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Bainbridge Island, WA (077036) Poulsbo and Suquamish included in the Yellow Pages. | Text | TX0007158727 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Baker City / La Grande Areas (061055) | Text | TX0007157586 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Bellingham (077062) Whatcom County. | Text | TX0007147362 | 3/11/2010 | Dex Media, Inc. |
Bemidji (038084) Walker, Cass Lake and Surrounding Area. | Text | TX0007157481 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Big Horn Basin (083036) | Text | TX0007167203 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Billings (042129) and Surrounding Area. | Text | TX0007021358 | 3/6/2009 | Dex Media, Inc. d.b.a. Dex |
Billings PLUS (105406) and Surrounding Area. | Text | TX0007140197 | 3/6/2009 | Dex Media, Inc. d.b.a. Dex |
Bismarck / Mandan (055010) and Surrounding Area. | Text | TX0007165033 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Blackfoot / Shelley (017094) | Text | TX0007167529 | 4/22/2010 | Dex Media, Inc. d.b.a. Dex |
Boone (025194) Dana, Grand Junction and Surrounding Area. | Text | TX0007165327 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Boulder/Longmont PLUS (104488/104487) and separate sections. | Text | TX0007138811 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Boulder Telephone Directory (008052) December 2009. | Text | TX0007099047 | 1/6/2010 | Dex Media, Inc. d.b.a. Dex |
Bozeman042163) and Surrounding Area. | Text | TX0007157607 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Brainerd Lakes (038120) | Text | TX0007157867 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Brighton (008078) Fort Lupton, Hudson, Keenesburg, Roggen. | Text | TX0007021695 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Buffalo / Big Lake / Monticello (038144) and Surrounding Area. | Text | TX0007157563 | 3/19/2010 | Dex Media, Inc. |
Burlington/Mt. Pleasant (025215) Danville, Dodgeville, Kingston, Mediapolis, Morning Sun, Sperry and Surrounding Area. | Text | TX0007027918 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Business Buyer’s Guide Phoenix 2010 (097366) | Text | TX0007163955 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Butte (042248) and Surrounding Area. | Text | TX0007135427 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Cache Valley (074063) | Text | TX0007157420 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Canon City / Florence / Hillside/ Penrose / Westcliff (008156) and Surrounding Area. | Text | TX0007157225 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
CARROLL/GLIDDEN/HALABUR/RALSTON (025235) | Text | TX0007021732 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Casa Grande (003120) Ajo, Arizona City, Coolidge, Eloy, Florence, Gila Bend, Maricopa, Picacho, Sacaton, Stanfield. | Text | TX0007021366 | 3/6/2009 | Dex Media, Inc. d/b/a Dex |
Casper (083040) and Surrounding Area. | Text | TX0007134779 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Castle Rock/Parker (008182) Deckers, Elbert County, Elizabeth, Franktown, Kiowa, Larkspur, Lone Tree, Sedalia. | Text | TX0007021718 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Cedar Rapids (025256) Marion, Vinton, Hiawatha, Anamosa, Monticello and Surrounding Area. | Text | TX0007135597 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Cedar Rapids PLUS (105483) and Surrounding Area. | Text | TX0007093746 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Central and Downtown Denver (008188) Including Capitol Hill Cherry Creek, Highlands, Park Hill, Washington Park, & other Denver County neighborhoods. | Text | TX0007160384 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Central Oregon Coast (061580) Including Depoe Bay, Lincoln City, Newport, Pacific City, Waldport. | Text | TX0007147354 | 3/11/2010 | Dex Media, Inc. |
Central Oregon PLUS (104383) Bend, Black Butte, Camp Sherman, La Pine, Madras, Prineville, Redmond, Sisters, Sunriver. | Text | TX0007157601 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Central Oregon Telephone Directory 61072 March, 2009. | Text | TX0007021185 | 3/18/2009 | Dex Media, Inc. d/b/a Dex |
Central Washington (105446) Yakima Valley,Tri-Cities. | Text | TX0007169119 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Centralia / Chehalis / Serving Lewis County (077114) | Text | TX0007170444 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Chandler / Gilbert (104069) | Text | TX0007170410 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Chandler Gilbert Directory 104069 October, 2009. | Text | TX0007039155 | 10/20/2009 | Dex Media, Inc. d/b/a Dex |
Cheyenne (083125) and Surrounding Area. | Text | TX0007069769 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Chisholm / Hibbing (038180) and Surrounding Area. | Text | TX0007157461 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Clackamas County Telephone Directory 061649 Feburary, 2009. | Text | TX0007148638 | 2/17/2009 | Dex Media, Inc. d/b/a Dex |
Clark County, WA Telephone Directory 2009 077846. | Text | TX0007307486 | 12/15/2009 | Dex Media, Inc. d/b/a Dex |
Cle Elum/Easton/Roslyn (077166) | Text | TX0007169092 | 4/7/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Clifton / Safford (003670) Duncan; Morenci; Pima; Thatcher; Virden, NM; York. | Text | TX0007170426 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Clinton / Camanche / Maquoketa (025338) and Surrounding Area. | Text | TX0007157238 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Cloquet / Barnum / Carlton / Moose Lake (038076) Including Brimson, Brookston, Cotton. | Text | TX0007160398 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Colorado Front Range (105431) Denver, Greeley. | Text | TX0007134740 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Colorado Springs PLUS (104579) and the Pikes Peak Region. | Text | TX0007021711 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Colorado Springs Telephone Directory 2009 (008208) | Text | TX0006973777 | 6/4/2009 | Dex Media, Inc. d.b.a. Dex |
The Columbia Gorge Telephone Directory 61475 May, 2009. | Text | TX0007101877 | 6/2/2009 | Dex Media, Inc. d.b.a. Dex |
Colville (077190) and Surrounding Area. | Text | TX0007169099 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Corvallis (061195) and Surrounding Area Alphabetical Listings for Albany and Surrounding Area follow Corvallis White Pages. | Text | TX0007184855 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Council Bluffs and Surrounding Area (025399) | Text | TX0007157299 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Craig / Meeker / Steamboat Springs (008221) and Surrounding Area. | Text | TX0007158738 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Las Cruces (048419/103668) Anapra, Anthony, Berino, Canutillo, Chamberino, Chaparral, Hatch, La Mesa, La Union, Mesilla, Mesquite, Organ, San Miguel, Santa Miguel, Santa Teresa, Sunland Park, Truth or. | Text | TX0007069780 | 8/3/2009 | Dex Media, Inc. d.b.a. Dex |
Decorah/Elkader/West Union (025441) and Surrounding Area - Including Lansing, Waukon. | Text | TX0007021744 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Des Moines Directory 025482 November, 2009. | Text | TX0007054107 | 11/2/2009 | Dex Media, Inc. d.b.a. Dex |
Detroit Lakes 038212) and Surrounding Area. | Text | TX0007157244 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Dickinson (055572) and Surrounding Area. | Text | TX00070217223 | 3/3/2009 | Dex Media, Inc. d.b.a. Dex |
Dubuque (025543) IOWA: Bellevue, Cascade, Dyersville, Epworth, Holy Cross, La Motte, Manchester. ILLINOIS: East Dubuque, Galena,. WISCONSIN: Dickeyville, Faitplay, Platteville. | Text | TX0007157234 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Durango / Cortez / Pagosa Springs (008286) and Southwestern Colorado. | Text | TX0007136443 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
East Central Minnesota (038156) Almelund, Braham, Cambridge, Hinckley, Isanti, Mora, North Branch, Ogilvie, Pine City, Rush City, Sandstone. | Text | TX0007134924 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
East County, Telephone Directory, 2/2009, 061676. | Text | TX0007047481 | 3/30/2009 | Dex Media, Inc. d/b/a Dex |
East Valley Yellow Pages October 2009 Telephone Directory (003421) | Text | TX0007036722 | 11/12/2009 | Dex Media, Inc. d/b/a Dex |
Eastern Montana (043180) | Text | TX0007170419 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Englewood/Littleton, Centennial/Lone Tree, Highlands Ranch, South Metro Denver (008819) | Text | TX0007094277 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Estes Park / Allenspark / Glen Haven (008312) and Surrounding Area. | Text | TX0007160391 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Eugene Directory 061265 August, 2009. | Text | TX0007038759 | 8/12/2009 | Dex Media, Inc. d/b/a Dex |
Eugene / Springfield / Lane County (061265) | Text | TX0007157678 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Eugene/Springfield PLUS (104390) and Surrounding Area. | Text | TX0007169130 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Evanston / Kemmerer (083210) and Surrounding Area. | Text | TX0007157403 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Evergreen (008338) Aspen Park, Bailey, Bergen Park, Conifer, Genesee, Golden, Idledale, Indian Hills, Kittredge, Morrison, Phillipsburg, Pine, Shaffers Crossing. | Text | TX0007021703 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Fargo/Moorhead (055272) and Surrounding Area. | Text | TX0007069786 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Fargo / Moorhead Regional PLUS (106374) Fargo, ND / Moorhead, MN; Detroit Lakes MN; Fergus Falls, MN; Wahpeton, ND / Breckenridge, MN; Jamestown / Valley City, ND. | Text | TX0007137446 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Faribault / Northfield / Owatonna / Waseca (038557) and Surrounding Area. | Text | TX0007157565 | 3/19/2010 | Dex Media, Inc. |
Farmington (048283) Aztec, Blanco, Bloomfield, Flora Vista, Shiprock. | Text | TX0007021785 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Fergus Falls and Surrounding Area, Telelphone Directly, 2010, 038280. | Text | TX0007328687 | 2/21/2011 | Dex Media, Inc. d.b.a. Dex |
Flagstaff, AZ (003270) and Surrounding Area. | Text | TX0007158854 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Flagstaff PLUS (104857) and Surrounding Area. | Text | TX0007134077 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Florence, OR, telephone directory, 2010. | Text | TX0007408186 | 3/30/2011 | Dex Media, Inc. d.b.a. Dex |
Forest Lake Area (038292) | Text | TX0007157508 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Fort Collins and Surrounding Area Including Business Listings For Greeley, Windsor, Loveland and Surrounding Areas (008364) | Text | TX0007157288 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Fort Madison/Keokuk (025707) Denmark, Montrose, West Point, Wever. | Text | TX0007026465 | 3/3/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d/b/a Dex | ||||
Fremont (044276) and Surrounding Area. | Text | TX0007157567 | 3/19/2010 | Dex Media, Inc. |
Gallup/Grants/Laguna/Acoma/Sanders, AZ (048302) and Surrounding Area. | Text | TX0007128202 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Glacial Lakes Area (067521/067522) and Surrounding Communities. | Text | TX0007138829 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Glasgow (042768) and Northeastern Montana. | Text | TX0007157148 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Glenwood/Starbuck (038316) and Surrounding Area. | Text | TX0007094212 | 8/3/2009 | Dex Media, Inc. d.b.a. Dex |
Globe / Miami / Superior (003320) and Surrounding Area. | Text | TX0007134079 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Grafton (055315) and Surrounding Area. | Text | TX0007157158 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Grand County / Winter Park (008442) | Text | TX0007158750 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Grand Forks / East Grand Forks (055338) and Surrounding Area. | Text | TX0007157305 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Grand Island Hastings, Kearney and Surrounding Area (044512/044513) | Text | TX0007157316 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Grand Junction (008468) Clifton, Collbran, Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area. | Text | TX0007205740 | 8/3/2009 | Dex Media, Inc. d.b.a. Dex |
Grand Rapids (038828) and Surrounding Area. | Text | TX0007157503 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Grants Pass / Medford PLUS (104388) and Surrounding Area. | Text | TX0007157604 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Grants Pass / Rogue River (061282) and Surrounding Area Medford business listings follow Grants Pass White Pages. | Text | TX0007134809 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Great Falls (042802/042803) and Surrounding Area. | Text | TX0007167207 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Greater Albuquerque (104580) MINI Including Rio Rancho, Village of Los Ranchos. | Text | TX0007128192 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Greater Eastside PLUS (106692) Separate Section for Seattle. | Text | TX0007157204 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Greater Northwest Valley Telephone Directory (003800) October 2009. | Text | TX0007056195 | 11/12/2009 | Dex Media, Inc. d.b.a. Dex |
Greater Snohomish County, Telephone Directory, 3/2009, 077726. | Text | TX0007047494 | 4/7/2009 | Dex Media, Inc. d.b.a. Dex |
Greater Southwest Valley 0003070) and South Central Phoenix. | Text | TX0007157443 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Greeley / Windsor (008494) Includes Business listings for Fort Colllins, Loveland and | Text | TX0007157336 | 3/15/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Surrounding Area. | d.b.a. Dex | |||
Gunnison (008520) Crested Butte, Lake City, Mt. Crested Butte | Text | TX0007155856 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Helena, MT (042904) and Surrounding Area. | Text | TX0007158759 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Highland park / Summit Hill (104024) | Text | TX0007157278 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Idaho Falls (017402) and Surrounding Area. | Text | TX0007140198 | 3/6/2009 | Dex Media, Inc. d.b.a. Dex |
Idaho Springs (008572) Black Hawk, Central City, Empire, Georgetown, Silver Plume. | Text | TX0007137470 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Iowa City, IA, Telephone Directory, Use Through November 2010 (025933) | Text | TX0007168512 | 4/20/2010 | Dex Media, Inc. d.b.a. Dex |
Iowa Falls / Hampton (025953) and Surrounding Area. | Text | TX0007160377 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Jackson Hole (083950) Grand Teton and Yellowstone National Parks; Star Valley, WY; Teton Valley, ID; West Yellowsstone and Surrounding Areas. | Text | TX0007157599 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Jackson / Windom (038833) and Surrounding Area. | Text | TX0007155839 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Kitsap Peninsula (077075) Allyn Anderson Island, Bangor, Belfair, Bremerton, Dewatto, Gig harbor, Haansville, Inhianola, Keyport, Kingston, Lake Bay, Port Gamble, Port Orchard, Poulsbo, Seabeck, Silverdale, Suquamish, Tahuya. | Text | TX0007157728 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Klamath Falls (061352) Including Lake County and Surrounding Area. | Text | TX0007166331 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
La Junta (008624) and Surrounding Area. | Text | TX0007155457 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Lakewood/Golden/Wheat Ridge (008949) Including Applewood, Bear Valley, Coal Creek Canyon, Edgewater, Green Mountain, portions of SW Denver. | Text | TX0007140316 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Lamar (008650) and Surrounding Area. | Text | TX0007136408 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Lander/Riverton (083410) Crowheart, Dubois, Gas Hills, Jeffrey City, Shoshoni. | Text | TX0007142094 | 3/6/2009 | Dex Media, Inc. d/b/a Dex |
Laramie Rock River (083445) | Text | TX0007167663 | 4/22/2010 | Dex Media, Inc. d.b.a. Dex |
Las Cruces MINI (107992) and Surrounding Area. | Text | TX0007157556 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Las Vegas / Raton (048458) and Surrounding Area. | Text | TX0007155852 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Le Sueur / St. Peter (038665) and Surrounding Area. | Text | TX0007157856 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Lewiston/Clarkston/Pullman/Colfax (017486) and Surrounding Area. | Text | TX0007142042 | 3/6/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Lewistown (043010) and Surrounding Area. | Text | TX0007157395 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Limon-Burlington (008130) | Text | TX0007026468 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Litchfield Montevideo Willmar (038420) and Surrounding Area. | Text | TX0007161727 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Little Falls (038424) and Surrounding Area. | Text | TX0007021737 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Longmont (008702) and Surrounding Area Including Boulder and Surrounding Area Business White Pages Listings. | Text | TX0007071476 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Longview, WA (077410) and Surrounding Area including Castle rock, Cathlamet, Kalma, Kelso, Puget Island, Ryderwood, Skamokawa, Toutle, Vader, Followed by separate section for Rainier, OR. | Text | TX0007158835 | 3/16/2010 | Dex Media, Inc. |
Los Lunas / Belen (048166) Bosque Farms, Isleta. | Text | TX0007155844 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Loveland / Berthoud (008728) Includes Business Listings for Fort Collins, Greeley and Surrounding Area. | Text | TX0007157343 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Lower Yakima Valley Telephone Directory 77422 Feburary, 2009. | Text | TX0007020549 | 2/27/2009 | Dex Media, Inc. d/b/a Dex |
Marshalltown (026158) and Surrounding Area. | Text | TX0007069398 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Mason City / Charles City / Clear Lake (026179) Including Forest City, Garner, Northwood, Osage and Surrounding Area. | Text | TX0007155474 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Medford/Ashland, OR (061440) and Surrounding Area. | Text | TX0007158910 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Medford / Ashland PLUS (104387) and Surrounding Area. | Text | TX0007157600 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Metro Denver A-Z Telephone Directory (008260) December 2009. | Text | TX0007099051 | 1/6/2010 | Dex Media, Inc. d.b.a. Dex |
Minneapolis A-Z, and surrounding area telephone directory, use through May 2010 (038473) | Text | TX0006973072 | 6/4/2009 | Dex Media, Inc. d.b.a. Dex |
Minneapolis/St. Paul (104365/104384) PLUS (FLIP) and surrounding Twin Cities area. | Text | TX0007135595 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Minnesota Northwest (038474) Crookston, Thief River Falls, Warroad, Baudette. | Text | TX0007162347 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Minnesota Southwest (038483) Luverne, Marshall, Pipestone, Redwood Falls and Surrounding Area. | Text | TX0007157558 | 3/19/2010 | Dex Media, Inc. |
Missoula (043197) and Surrounding Area. | Text | TX0007142102 | 3/6/2009 | Dex Media, Inc. d/b/a Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Mohave County Colorado River Area (003431)and Surrounding Area. | Text | TX0007157399 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Montrose / Delta / Telluride (008750) and Surrounding Area. | Text | TX0007134959 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Morris (038497) and Surrounding Area. | Text | TX0007166286 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Moses Lake (077470) Ephrata, Othello, (Including Royal City) Ritzville and Surrounding Area. | Text | TX0007157754 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Mountain Home (017598) Atlanta, Bruneau, Glenns Ferry, Grand view, Pine-Featherville, Prairie, Tipanuk. | Text | TX0007142091 | 3/6/2009 | Dex Media, Inc. d.b.a. Dex |
Muscatine (026241) and Surrounding Area. | Text | TX0007157833 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Nampa / Caldwell (017622) and Surrounding Area. | Text | TX0007157486 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Nogales Rio Rico (003470 / 104056) Amado, Arivaca, Canelo, Carmen, Elgin, Green Valley, Patagonia, Sahuarita, Sonoita, Tubac, Tumcacacori. | Text | TX0007184837 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Norfolk (044605) and Surrounding Area. | Text | TX0007155872 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
North Dakota South Central (055829) Jamestown, Valley City, and Surrounding Area. | Text | TX0007157855 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
North/Northwest Tucson Area (003778) January 2009. | Text | TX0006924826 | 1/22/2009 | Dex Media, Inc. d.b.a. Dex |
North Platte / McCook / Ogallala (044641 / 044642) and Surrounding Area. | Text | TX0007157331 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Northeastern Colorado (008858) | Text | TX0007157860 | 3/16/2010 | Dex Media, Inc. |
Northeastern Wyoming (083533) and Surrounding Area. | Text | TX0007157187 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Northern Colorado PLUS (104614) Greeley, Windsor, Fort Collins, Loveland, Berthoud, Estes Park. | Text | TX0007155875 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Northern Colorado PLUS (104615) Fort Collins, Loveland, Berthoud, Estes Park, Greeley, Windsor. | Text | TX0007129249 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Northern Hills (067023) Belle Fourche, Buffalo, Camp Crook, Deadwood, Lesd, Newell, Nisland, Spearfish, Sturgis, GVale, Whitewood. | Text | TX0007157456 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Northern Oregon Coast (061037) Astoria, Seaside, Cannon Beach, Tillamook, Long Beach Penninsula and Surrounding Area . | Text | TX0007157611 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Northglenn, Thornton, Commerce City (008767) Including Eastlake, Federal Heights, Henderson, portions of North Denver. | Text | TX0007136364 | 3/15/2010 | Dex Media, Inc. |
Northwest Suburban Area (038048) | Text | TX0007162438 | 8/3/2009 | Dex Media, Inc. d.b.a. Dex |
Ogden / Davis County PLUS (104389) | Text | TX0007157722 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Okanogan Valley/Grand Coulee Dam (077514) Methow Valley and Surrounding Area. | Text | TX0007021779 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Olympia/Lacey Tumwater (077526) and Surrounding Area Includes Shelton White Pages. | Text | TX0007164083 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Olympia / Shelton PLUS (104723) and Surrounding Area. | Text | TX0007157095 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Omaha & Surrounding Area Telephone Directory use through July 2010 (044715/12535) | Text | TX0006990707 | 7/20/2009 | Dex Media, Inc. d/b/a Dex |
Omaha/Council Bluffs PLUS (104385/104386) and Surrounding Area. | Text | TX0007166055 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Omaha/Council Bluffs PLUS (104385) and Surrounding Area. | Text | TX0007140300 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
O’Neill / Valentine (044622) and Surrounding Area. | Text | TX0007155865 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Ontario / Payette (017682) and Surrounding Area. | Text | TX0007135441 | 3/15/2010 | Dex Media, Inc. d/b/a Dex |
Ottumwa/Oskaloosa/Pella (026436) Includind Agency, Albia, Batavia, Beacon, Blakesburg, Bloomfield, Cedar, Chillicothe, Eddyville, Eldon, Fairfield, Fremont, Hedrick, Kirkville, University Park, Wright. | Text | TX0007069881 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Park City / Heber City (074266) Coalville, Kamas, Oakley. | Text | TX0007157757 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Park City / Staples / Wadena (038761) and Surrounding Area. | Text | TX0007163456 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Payette / Ontario (017682) and Surrounding Area. | Text | TX0007157729 | 3/23/2010 | Dex Media, Inc. d/b/a Dex |
Payson / Pine / Strawberry (003545) Christopher Creek, Kohls Ranch, Star Valley, Young. | Text | TX0007157595 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Pendleton/Athena/Weston (061338/061667) and Surrounding Area. | Text | TX0007134819 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Phoenix, AZ, Business WP Telephone Directory, 4/2009, 003569. | Text | TX0007046601 | 4/30/2009 | Dex Media, Inc. |
Phoenix, AZ, Class Telephone Directory, 4/2009, 003570. | Text | TX0007046589 | 4/10/2009 | Dex Media, Inc. d/b/a Dex |
Pocatello (017696) and Surrounding Area. | Text | TX0007134754 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Port Townsend / Port Ludlow (077562) Brinnon, Center, Chimacum, Quilcene. | Text | TX0007170431 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Portland / Clark County (104452) PLUS. | Text | TX0007147347 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Portland, OR, Clark County telephone directory, use through December 2010. | Text | TX0007161620 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Prescott (003620) Bagdad, Chino Valley, Dewey, Humboldt, Mayer, Prescott Valley. | Text | TX0007134913 | 3/11/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Prescott PLUS (108094) and Surrounding Area. | Text | TX0007134242 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Price-Helper (074710) East Carbon, Emery County Towns, Green River, Hanksville, Hiawatha, Scofield. | Text | TX0007136294 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Provo Directory 074726 November, 2009. | Text | TX0007206688 | 11/30/2009 | Dex Media, Inc. d/b/a Dex |
Pueblo (008780) and Surrounding Area. | Text | TX0007155463 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Puyallup, WA (077602) and Surrounding Area Alder, Ashford, Booney Lake, Buckley, Carbonado, Eatonville, Edgewood, Elbe, Graham, Lake tapps, Orting, South prairie, Sumner, Wilkeson. | Text | TX0007157510 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Rapid City (067065) and Surrounding Area. | Text | TX0007069803 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Rawlins / Encampment / Hanna / Saratoga (083600 | Text | TX0007135529 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Red Wing (038605) Lake City, Wabasha and Surrounding Area. | Text | TX0007162338 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Rio Rancho, NM, Albuquerque West Area Telephone Directory, use through January 2010 (048606 / 103667) | Text | TX0007147315 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Rochester (038617) and Surrounding Area. | Text | TX0007136330 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Rock Springs / Green River / Farson / Pinedale (083655) | Text | TX0007168066 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Roseburg (061737) and Surrounding Area. | Text | TX0007185015 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Roswell (048614) and Surrounding Area. | Text | TX0007070192 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Saint Paul YP Directory 038653 September, 2009. | Text | TX0007040948 | 9/28/2009 | Dex Media, Inc. d/b/a Dex |
Salem / Dallas / Woodburn PLUS (104400) | Text | TX0007157616 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Salem, Telephone Directory, 6/2009, 061772. | Text | TX0007044276 | 6/12/2009 | Dex Media, Inc. d/b/a Dex |
Salida / Buena Vista (008806) Alma, Fairplay and Surrounding Area. | Text | TX0007157220 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Salt Lake City PLUS (104391) | Text | TX0007157195 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Salt Lake City Telephone Directory 2009 (074816) | Text | TX0007022902 | 9/11/2009 | Dex Media, Inc. d/b/a Dex |
Santa Fe - Los Alamos, White Rock, Expanola, Pecos Telephone Book Use Through May | Text | TX0006980396 | 6/4/2009 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
2009 (048692/103587) | d/b/a Dex | |||
Santa Fe MINI (104956) and Surrounding Area Santa Fe, Los Alamos, Espanola, Taos, Chama, Abiquiu. | Text | TX0007160358 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Sarpy County (044720) Bellevue, Gretha, LaVista, Papillion, Springfield, Offutt Air Force Base. | Text | TX0007155837 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Sauk Centre (038677) and Surrounding Area | Text | TX0007094324 | 8/3/2009 | Dex Media, Inc. d.b.a. Dex |
Scott County, IA Telephone Directory October 2010 (026530 1411) | Text | TX0007039078 | 11/9/2009 | Dex Media, Inc. d/b/a Dex |
Seattle Metro PLUS (104366) | Text | TX0007157724 | 3/17/2010 | Dex Media, Inc. d.b.a. Dex |
Seattle YP Directory 77678 June, 2009. | Text | TX0007139674 | 6/17/2009 | Dex Media, Inc. d/b/a Dex |
Shelton (077702) Grapview, Hoodsport, Lilliwaup, Matlock, Union. | Text | TX0007184845 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
Shenandoah / Red Oak (026671) and Surrounding Area. | Text | TX0007165318 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Sidney / Kimball (044824) and Surrounding Area. | Text | TX0007155859 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Silver City / Deming / Lordsburg Area (048770) | Text | TX0007165041 | 4/13/2010 | Dex Media, Inc. |
Sioux City (026712) and Surrounding Area. | Text | TX0007165289 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Sioux Falls (067640/067641) and Surrounding Area. | Text | TX0007164120 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Sioux Falls Regional PLUS (105555) Includes Business White Pages for Sioux Falls and Surrounding Area. | Text | TX0007164081 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Sioux Falls Regional PLUS (105555) Includes Business White Pages For Sioux Falls ans Surrounding Area. | Text | TX0007163454 | 4/13/2010 | Dex Media, Inc. d.b.a. Dex |
Siouxland North (026715) | Text | TX0007157496 | 3/18/2010 | Dex Media, Inc. d.b.a. Dex |
Socorro (048809)Bingham, Magdaalena, Quemado. | Text | TX0007157213 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Soda Springs (017878) and Surrounding Area. | Text | TX0007021790 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
South Central Utah (074864) Beaver, Bicknell, Boulder, Circleville, Ephraim, Escalante, Fairview, Fillmore, Fountain Green, Gunnison, Hanksville, Loa, Manti, Marysvale, Moroni, Mt. Pleasant, Oak City, Panguitch, Richfield, Salina, Scipio, Torrey. | Text | TX0007135387 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
South Dakota/South Central (067651) Huron, Mitchell, Pierre and Surrounding Area. | Text | TX0007164087 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
South Jeffco / Columbine (008185) Including Governor’s Ranch, Ken Caryl Ranch, Roxborough Park, Southwest Denver, Southwest Littleton, Southwest Plaza, Bow Mar. | Text | TX0007136530 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
South King County Directory 77730 September, 2009. | Text | TX0007043628 | 9/18/2009 | Dex Media, Inc. d/b/a Dex |
South King County PLUS (106691) Separate Section for Seattle. | Text | TX0007185021 | 3/23/2010 | Dex Media, Inc. d.b.a. Dex |
South Metro (038149) | Text | TX0007157307 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
South Valley Area (074861) Alpine, Alta-Snowbird, American Fork, Copperton, Cottonwood, Crescent, Draper, Highland, Lehi, Midvale, Murray, Riverton, Sandy, South Jordan, Union, West Jordan. | Text | TX0007021753 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
Southeast St. Paul Suburbs, MN (Community Edition) Telephone Directory October 2009 (038648 10206) | Text | TX0007052630 | 10/21/2009 | Dex Media, Inc. d/b/a Dex |
Southeastern Idaho PLUS, Telephone Directory, Use through February 2010 (104791/104792) | Text | TX0007147316 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Southern Utah (074866)Colorado City, Fredonia, AZ; Mequite, NV. | Text | TX0007157520 | 3/16/2010 | Dex Media, Inc. d.b.a. Dex |
Southwest Suburban Area (038689) | Text | TX0007162452 | 8/3/2009 | Dex Media, Inc. d/b/a Dex |
Spokane/Coeur d’Alene/Spokane Valley PLUS (104398) Includes Spokane Business White Pages. | Text | TX0007169127 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Spokane Directory 77762 September, 2009. | Text | TX0007040199 | 9/23/2009 | Dex Media, Inc. d/b/a Dex |
St. Cloud (038629) and Surrounding Area. | Text | TX0007021797 | 3/3/2009 | Dex Media, Inc. d/b/a Dex |
St. Helens (061755) and Surrounding Area including Clatskanie, Columbia City, Deer Island, Rainier, Scappoose, Vernonia, Warren. | Text | TX0007134881 | 3/11/2010 | Dex Media, Inc. d.b.a. Dex |
Storm Lake / Cherokee (026774) and Surrounding Area. | Text | TX0007137104 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Tacoma / Puyallup PLUS (104454) and Surrounding Area. | Text | TX0007134071 | 3/15/2010 | Dex Media, Inc. d.b.a. Dex |
Tacoma Telephone Directory 77774 March, 2009. | Text | TX0007142100 | 3/13/2009 | Dex Media, Inc. d/b/a Dex |
Taos (048838 / 103720) and Surrounding Area. | Text | TX0007155841 | 3/19/2010 | Dex Media, Inc. d.b.a. Dex |
Tooele (074918) UTAH: Dugway, Grantsville, Ibapah, Rush Valley-Terra, Stockton, Vernon, Wendover: NEVADA: Pilot Valley, Wendover, Western Wendover. | Text | TX0007157028 | 3/31/2010 | Dex Media, Inc. d.b.a. Dex |
Treasure Valley PLUS (9104578) Boise, Nampa, Caldwell ans Surrounding Area. | Text | TX0007161635 | 4/12/2010 | Dex Media, Inc. d.b.a. Dex |
Tri-Cities Regional (077538) Kennewick, Pasco, Richlaand. | Text | TX0007157723 | 3/23/2010 | Dex Media, Inc. d/b/a Dex |
Tri-Cities/Yakima Valley PLUS (104608/104609) and Surrounding Area. | Text | TX0007169132 | 4/7/2010 | Dex Media, Inc. d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Trinidad / Aguilar / Branson / Weston (008884) | Text | TX0007157229 | 3/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tucson PLUS (104399) and Surrounding Area. | Text | TX0007157409 | 3/31/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tucson Yellow Pages Bilingual Telephone Directory September 2009 (003771/103586)
|
Text | TX0007027189 | 9/14/2009 |
Dex Media, Inc.
d/b/a Dex |
Tucson Yellow Pages English Telephone Directory September 2009 (003771)
|
Text | TX0007027195 | 9/14/2009 |
Dex Media, Inc.
d/b/a Dex
|
Tucumcaari (048916) Conchas Dam, Logan, Narva Visa, San Jon. | Text | TX0007157135 | 3/31/2010 |
Dex Media, Inc.
d.b.a. Dex |
Twin Falls/Burley/Rupert (017906) Wood River Valley and Surrounding Area. | Text | TX0007069795 | 8/3/2009 |
Dex Media, Inc.
d/b/a Dex |
Twin Ports (038727) Duluth, Superior, North Shore. | Text | TX0007157830 | 3/16/2010 |
Dex Media, Inc.
d.b.a. Dex |
Uintah Basin (074950) UTAH: Roosevelt, Vernal, Duchesne, Altamont, Flattop, Lapoint, Randlett, Neola, Tabiona, Fruitland and Surrounding Areas COLORADO: Rangely, Dinosaur. | Text | TX0007142096 | 3/6/2009 |
Dex Media, Inc.
d.b.a. Dex |
Vail / Leadville / Summit County (008676) and Surrounding Area. | Text | TX0007170809 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Valle del Sol (105470) | Text | TX0007145549 | 4/12/2010 | Dex Media, Inc. |
Valley of the Sun PLUS (104364) Anthem, Buckeye, Chandler, Gilbert, Glendale, Goodyear, Maricopa, Mesa, Peoria, Phoenix, Queen Creek, Scottsdale, Sun City, Surprise, Tempe. | Text | TX0007164196 | 3/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Virginia (038737) Bear River, Biwabik, Cook, Crane Lake, Ely, Eveleth, Gilbert, Greaney, McKinley, Mountain Iron, Orr. | Text | TX0007157313 | 3/18/2010 |
Dex Media, Inc.
d.b.a. Dex |
Wahpeton / Breckenridge (055879) and Surrounding Area. | Text | TX0007155858 | 3/19/2010 |
Dex Media, Inc.
d.b.a. Dex |
Walla Walla (077870) Dayton, Milton-Freewater, OR; and Surrounding Area. | Text | TX0007157730 | 3/17/2010 |
Dex Media, Inc.
d.b.a. Dex |
Walsenburg/Gardner/La Veta/Cuchara (008936) | Text | TX0007094228 | 8/3/2009 |
Dex Media, Inc.
d/b/a Dex |
Wasatch Front (104054) Salt Lake City, Ogden, Provo. | Text | TX0007170771 | 4/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Waterloo/Cedar Falls (026897) Oelwein, Independence and Surrounding Area. | Text | TX0007070203 | 8/3/2009 |
Dex Media, Inc.
d/b/a Dex |
Webster City / Clarion / Eagle Grove (026938) | Text | TX0007163459 | 4/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
West Area Telephone Directory 103812, January, 2009. | Text | TX0007026027 | 1/8/2009 |
Dex Media, Inc.
d/b/a Dex |
Western Suburbs / Perry / Winterset (025485) and Surrounding Area. | Text | TX0007135000 | 3/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
White Bear Lake Area (038814) | Text | TX0007157245 | 3/18/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Wickenburg, AZ, Telephone Directory, use through January 2010 (003820) and Surrounding Area. | Text | TX0007147341 | 3/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Williston (055922) and Surrounding Area. | Text | TX0007162325 | 8/3/2009 |
Dex Media, Inc.
d/b/a Dex |
Winona (038851) and Surrounding Area. | Text | TX0007157284 | 3/18/2010 |
Dex Media, Inc.
d.b.a. Dex |
Winslow / Holbrook / Joseph City (003870) and Surrounding Area. | Text | TX0007135484 | 3/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Yakima Valley (077930) | Text | TX0007170765 | 4/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Yankton / Vermillion (067780) and Surrounding Area. | Text | TX0007155854 | 2010-03-19 |
Dex Media, Inc.
d.b.a. Dex |
Yuma (003920 / 103669) Hyder-Dateland, Somerton, Wellton, AZ, Felicity, Winterhaven, CA. | Text | TX0007157592 | 3/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Yuma PLUS (108095) Hyder-Dateland, Somerton, Wellton, AZ; Felicity, Winterhaven, CA. | Text | TX0007137485 | 3/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central/Southwest Tucson Area (003776) January 2009. | Text | TX0006926646 | 1/22/2009 |
Dex Media, Inc.
d/b/a Dex |
Clovis/Portales (048244) and Surrounding Area. | Text | TX0007888654 | 8/3/2009 |
Dex Media, Inc.
d.b.a. Dex |
Fremont - and Surrounding Area (044276) | Text | TX0007045094 | 8/4/2009 |
Dex Media, Inc.
d.b.a. Dex |
Greater Eastside Directory 077049 September, 2009. | Text | TX0007038703 | 9/22/2009 |
Dex Media, Inc.
d/b/a Dex |
Greater Westside Telephone Directory 061068 Feburary, 2009. | Text | TX0007352352 | 3/3/2009 |
Dex Media, Inc.
d/b/a Dex |
Iowa Great Lakes (025955) and Surrounding Area. | Text | TX0007888648 | 8/3/2009 |
Dex Media, Inc.
d.b.a. Dex |
Ogden Directory 74614 June, 2009. | Text | TX0007036348 | 6/23/2009 |
Dex Media, Inc.
d.b.a. Dex |
Portland YP Directory 61702 November, 2009. | Text | TX0007036313 | 2009-11-18 |
Dex Media, Inc.
d/b/a Dex |
Aberdeen (067010) Bowdle, Britton, Dupree, Eagle Butte, Eureka, Gettysburg, Groton, Herreid. Ipswich, Lemmon, Leola, McLaughlin, Mobridge, Redfield, Roscoe, Selby, Timber Lake, Warner, Waubay, Webster and Surrounding Area. | Text | TX0007275798 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Aberdeen/Hoquiam/Raymond/South Bend (077010). | Text | TX0007167665 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Alamogordo (048010) Alto, Capitan, Carrizozo, Cloudcroft, Mayhill, Mescalero, Ruidoso, Ruidoso Downs, Tularosa, White Mountain. | Text | TX0007204521 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Alamosa (008026) and Surrounding Area. | Text | TX0007204519 | 7/20/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Albany (061010) and Surrounding Area Alphabetical listings for Corvallis and Surrounding Area follow Albany White Pages. | Text | TX0007287040 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Albany Corvallis PLUS (109305) and Surrounding Areas. | Text | TX0007287028 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Albert Lea / Austin (038072) and Surrounding Area. | Text | TX0007214327 | 2010-09-09 |
Dex Media, Inc.
d.b.a. Dex |
Albuquerque Yellow Pages Telephone Directory English/Spanish January 2010 (048050/103666) | Text | TX0007085723 | 1/6/2010 |
Dex Media, Inc.
d.b.a. Dex |
Algona/Humboldt (025030) and Surrounding Area. | Text | TX0007170930 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Alliance/Chadron (044549) Allen, Angora, Antioch, Ashby, Batesland, Bayard, Bingham, Bridgeport, Crawford, Denby, Ellsworth, Gordon, Harrison, Hay Springs, Hemingford, Hyannis, Interior, Kyle, Lakeside, Long Valley, Manderson, Marsland, Merriman, Norris, Oglala, Parmelee, Pine Ridge, Porcupine, Rushville, Wanblee, White River, Whiteclay, Whitman, Whitney, Wounded Knee. | Text | TX0007211018 | 7/12/2010 |
Dex Media, Inc.
d/b/a Dex |
Ames / Story County Area (025051) Alleman, Clemens, Colo, Gilbert, Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing. | Text | TX0007310559 | 1/27/2011 |
Dex Media, Inc.
d.b.a. Dex |
Apache Junction, AZ ,Directory,103081 Oct 2010. | Text | TX0007284548 | 10/20/2010 | Dex Media, Inc. |
Artesia (048127) and Surrounding Area. | Text | TX0007218057 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Arvada (008036) Broomfield Westminster. | Text | TX0007209853 | 7/12/2010 | Dex Media, Inc. |
Aspen, CO Glenwood Springs Telephone Directory 2011 (008045) | Text | TX0007302016 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Atlantic (025092) and Surrounding Area. | Text | TX0007181979 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Aurora(08299)/Montbello/DIA/including Bennett,Byers,Eastern Centennial,Green Valley Ranch,Strasburg,Watkins,portions of East Denver. | Text | TX0007213364 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Bainbridge Island (077036) | Text | TX0007253807 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Baker City/La Grande Areas (061055) | Text | TX0007209132 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Bellingham (077062) Whatcom County. | Text | TX0007185116 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Bemidji (038084) Walker, Cass Lake and Surrounding Area. | Text | TX0007214325 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Big Horn Basin (083036) | Text | TX0007253798 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Billings (042129) and Surrounding Area. | Text | TX0007167547 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Billings PLUS 105406 and Surrounding Area. | Text | TX0007172648 | 4/30/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Bismarck, ND Mandan Telephone Directory 2010 (055010) | Text | TX0007301615 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Blackfoot Shelly (017094) | Text | TX0007256025 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Boise , WA,Directory,017122 December 2010. | Text | TX0007307417 | 12/29/2010 | Dex Media, Inc. |
Boone (025194) Dana, Grand Junction and Surrounding Area. | Text | TX0007310589 | 1/27/2011 |
Dex Media, Inc.
d.b.a. Dex |
Boulder, CO, Lafayette, Louisville, Nederland, Superior, Ward, Longmont and Surrounding Area, Telephone Directory, 2010, 008052. | Text | TX0007283386 | 1/7/2011 | Dex Media, Inc. |
Boulder / Longmont PLUS (104487) and separate sections. | Text | TX0007328665 | 2/2/2011 |
Dex Media, Inc.
d.b.a. Dex |
Bozeman (042163) and Surrounding Area. | Text | TX00072094265 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Brainerd Lakes (038120) | Text | TX0007195881 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Brigham City (074058) and Surrounding Area. | Text | TX0007256017 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Brighton (008078) Fort Lupton, Hudson, Keenesburg, Roggen. | Text | TX0007179701 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Buffalo, MN Big Lake/Monticello Telephone Directory 2010 (038144) | Text | TX0007301398 | 2011-01-31 |
Dex Media, Inc.
d.b.a. Dex |
Burlington/Mt. Pleasant (025215) Danville, Dodgeville, Kingston, Mediapolis, Morning Sun, Sperry and Surrounding Area. | Text | TX0007165232 | 4/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
Butte and Surrounding Area (042248) | Text | TX0007209425 | 7/15/2010 |
Dex Media, Inc.
d/b/a Dex |
Cache Valley (074063) | Text | TX0007283529 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Canon City(008156) /Florence/Hillside/Penrose/Westcliff. | Text | TX0007209860 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Carroll / Glidden / Halbur / Ralston (025235) | Text | TX0007170894 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Carroll/Glidden/Halbur/Ralston (025235) | Text | TX0007292580 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Casa Grande (003120) Ajo, Arizona City, Coolidge, Eloy, Florence, Gila Bend, Maricopa, Picacho, Sacaton, Stanfield. | Text | TX0007172709 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Casper (083040) and Surrounding Area. | Text | TX0007209444 | 2010-07-15 |
Dex Media, Inc.
d.b.a. Dex |
Castle Rock / Parker (008182) Deckers, Elbert County, Elizabeth, Franktown, Kiowa, Larkspur, Lone Tree, Sedalia. | Text | TX0007179688 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Cedar Rapids (025256), Marion, Vinton, Hiawatha, Anamosa, Monticello and Surrounding Area. | Text | TX0007208436 | 7/12/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Cedar Rapids PLUS (105483) and Surrounding Area. | Text | TX0007232105 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central (008188) and Downtown Denver Including Capitol Hill, Cherry Creek, Highlands, Park Hill, Washington Park & other Denver County neighborhoods. | Text | TX0007209856 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Nebaska Regional (044512/044513) | Text | TX0007218216 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Oregon Coast Including Depoe Bay, Lincoln City, Newport, Pacific City, Waldport. | Text | TX0007177557 | 5/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Oregon PLUS (104383) Bend, Black Butte, Camp Sherman, La Pine, Madras, Prineville, Redmond, Sister, Sunriver. | Text | TX0007179718 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Oregon telephone directory, 2010, 061072. | Text | TX0007328991 | 3/26/2010 | Dex Media, Inc. |
Central/Southwest Tucson, AZ Telephone Directory, January 2010 (003776) | Text | TX0007151895 | 1/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Washington (105446) Yakima Valley, Tri-Cities. | Text | TX0007167533 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Central Washington En Espanol (105446) Tri-Cities, Yakima Valley. | Text | TX0007184369 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Centralia, WA, Chehalis, Lewis County, 2010, 077114. | Text | TX0007290168 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Chandler/Gilbert, AZ, Directory,104069 Oct 2010. | Text | TX0007299516 | 10/22/2010 | Dex Media, Inc. |
Cheyenne (083125) and Surrounding Area. | Text | TX0007172517 | 4/30/2010 |
Dex Media, Inc.
d/b/a Dex |
Chisholm Hibbing (038180) and Surrounding Area. | Text | TX0007276690 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Clackamas County, OR, Telephone Directory, 2010-2011, 061649. | Text | TX0007307400 | 2/18/2010 |
Dex Media, Inc.
d/b/a Dex |
Clark County, WA, Yellow Pages, Directory, Dec 2010, 077846. | Text | TX0007278051 | 12/23/2010 | Dex Media, Inc. |
Cle Elum, WA, Easton, Roslyn, Yellow Pages, 2010, (077166) | Text | TX0007251919 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Clifton, AZ Safford Duncan; Morenci; Pima; Thatcher; Virden, NM; York 2010 Telephone Directory 003670. | Text | TX0007292040 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Clinton/Camanche/Maquoketa (025338) and Surrounding Area. | Text | TX0007204487 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Cloquet, MN, Barnum, Carlton, Moose Lake, Including Brimson, Brookston, Cotton, Telephone Directory, Use through June 2011 (038076) | Text | TX0007250351 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Clovis/Portales (048244) and Surrounding Area. | Text | TX0007163460 | 4/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
Cochise County (003145/103626) Benson, Bisbee, Bonita, Bowie, Cascabel, Cochise, Double Adobe, Douglas, Dragoon, Elfrida, Fort Grant, Hereford, Huachuca City, Klondyke, McNeal, Naco, Palominas, Paradise, Pearce, Pirtleville, Pomerene, Portal, Rodeo, San Simon, Sierra | Text | TX0007167537 | 2010-04-22 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Vista, St. David Sunizona, Sunsites, Tombstone, Whetstone, Wilcox. | ||||
Cochise County, AZ Benson, Bisbee, Bonita, Bowie, Cascabel, Cochise, Double Adobe, Douglas, Dragoon. Elfrida, Fort Grant, Hereford, Huachuca City, Klondyke, McNeal, Naco, Palominas, Paradise, Pearce, Pirtleville Telephone Directory 2011 003145. | Text | TX0007292048 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Colorado Front Range En Espanol (105431) Denver, Greeley. | Text | TX0007179704 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Colorado Springs PLUS (104579) and the Pikes Peak Region. | Text | TX0007181730 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Colorado Springs Telephone Directory 2010 (008208) | Text | TX0007085809 | 1/25/2010 |
Dex Media, Inc.
d.b.a. Dex |
Colville (077190) | Text | TX0007286955 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Corvallis Albany PLUS (109306) and Surrounding Areas. | Text | TX0007286969 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Corvallis and Surrounding Area Alphabetical listings for Albany and Surrounding Area follow Corvallis White Pages. | Text | TX0007287070 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Council Bluffs (025399) | Text | TX0007274769 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Council Bluffs PLUS (104386) | Text | TX0007253830 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Craig / Meeker / Steamboat Springs (008221) and Surrounding Area. | Text | TX0007218783 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Decorah/Elkader/West Union (025441) and Surrounding Area Including Lansing, Waukon. | Text | TX0007165205 | 4/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
Denver, CO PLUS Covering the Metro Area Telephone Directory 2010 105771. | Text | TX0007292276 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Des Moines , IA, Directory,025482 Nov 2010. | Text | TX0007292936 | 11/15/2010 | Dex Media, Inc. |
Detroit Lakes(038212) and Surrounding Area. | Text | TX0007211039 | 2010-07-12 |
Dex Media, Inc.
d.b.a. Dex |
Dexknows.com Website. | Text | TX0007346736 | 11/12/2010 |
Dex Media, Inc.
R. H. Donnelly, Inc. |
DexOnebusiness.com Website. | Computer File | TX0007344464 | 5/18/2010 |
Dex Media, Inc.
R.H. Donnelley Inc. |
Dickinson (055572) and Surrounding Area. | Text | TX0007181983 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Dubuque (025543) | Text | TX0007274782 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Durango / Cortez Pagosa Springs (008286) and Southwestern Colorado. | Text | TX0007271689 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
East Central Minnesota (038156) | Text | TX0007214328 | 9/9/2010 | Dex Media, Inc. |
East County OR, Directory, 061676 February 2010. | Text | TX0007178684 | 2/24/2010 |
Dex Media, Inc.
d.b.a. Dex |
East Tucson Area Telephone Directory (003777) January 2010. | Text | TX0007098219 | 1/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
East Valley Yellow Pages 2010 Telephone Directory (3421). | Text | TX0007291151 | 11/4/2010 | Dex Media, Inc. |
Eastern Montana (043180) | Text | TX0007309745 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Edina/St. Louis Park (103773) | Text | TX0007204504 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Elizabethtown, PA Telephone Directory November 2010 (62630) | Text | TX0007282278 | 11/2/2010 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex Qwest-Dex Media, Inc. D/B/A Dex Print & Delivery Services |
Englewood(008819)/Littleton/Centennial/ Lone Tree/Highlands Ranch/South Metro Denver. | Text | TX0007211773 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Estes Park, CO, Allenspark, Glen Haven and Surrounding Area, Telephone Directory, Use through June 20100 (008312) | Text | TX0007250348 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Eugene OR, Telephone Directory, August 2010. | Text | TX0007242642 | 8/19/2010 | Dex Media, Inc. |
Eugene / Springfield PLUS (104390) and Surrounding Area. | Text | TX0007256032 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Evanston/Kemmerer (083210) and Surrounding Area. | Text | TX0007292013 | 1/31/2011 |
Dex Media, Inc.
d/b/a Dex |
Evergreen (008338) Aspen Park, Bailey, Bergen Park, Conifer, Genesee Golden, Idledale, Indian Hills, Kittredge, Morrison, Phillipsburg, Pine, Shaffers Crossing. | Text | TX0007181971 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fairbault, MN Northfield Owatonna / Waseca Telephone Directory 2011 (038557) | Text | TX0007301417 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Fargo/Moorhead (055272) and Surrounding Area. | Text | TX0007186672 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fargo/Moorhead Regional PLUS (106374) Fargo, ND/Moorhead, MN; Detroit Lakes, MN; Fergus Falls, MN; Wahpeton, ND/Breckenridge, MN; Jamestown/Valley City, ND. | Text | TX0007208723 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Farmington / Aztec / Bloomfield (048283) Blanco, Flora Vista, Shiprock, and Surrounding Area. | Text | TX0007179620 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fergus Falls (038280) and Surrounding Area. | Text | TX0007275809 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Flagstaff (003270) and Surrounding Area. | Text | TX0007209436 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Flagstaff PLUS (104857) and Surrounding Area. | Text | TX0007209062 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Florence Directory 061267, Feburary 2010. | Text | TX0007298373 | 2/17/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Forest Lake Area (038292) | Text | TX0007255417 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fort Collins (008364) and Surrounding Area Including Business Listings for Greeley, Windsor, Loveland and Surrounding Areas. | Text | TX0007182014 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fort Madison / Keokuk (025707) Denmark, Montrose, West point, Wever. | Text | TX0007170886 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fremont (044276) | Text | TX0007271864 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Gallup/Grants Laguna Acoma Sanders, AZ (048302) and Surrounding Area. | Text | TX0007186666 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Glacial Lakes, SD Appleton, Arlington, Big Stone City, Browns Valley, Canby, Castlewood, Clark, Clear Lake, Clinton, De Smet, Estelline, Gary, Graceville, Hayti, Lake Norden, Lake Preston, Madison, Milbank, Ortonville, Rosholt, Sisseton, Volga, Waterton, Wauby, Waverly, Webster, Wheaton, Wilmot Telephone Directory 2010 067521. | Text | TX0007292636 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Glasgow (042768) and Northeastern Montana. | Text | TX0007252013 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Glenwood, MN, Starbuck, and Surrounding Area, Telephone Directory, Use through June 2011 (038316) | Text | TX0007250365 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Globe / Miami / Superior (003320) and Surrounding Area. | Text | TX0007177721 | 2010-05-11 |
Dex Media, Inc.
d.b.a. Dex |
Grafton (055315) and Surrounding Area. | Text | TX0007170934 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grand County, CO Winter Park Telephone Directory 2011 (008442) | Text | TX0007302020 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Grand Forks East Grand Forks (055338) and Surrounding Area. | Text | TX0007255426 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grand Junction (008468) Clifton, Collbran, Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area. | Text | TX0007169205 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grand Junction PLUS (109127) Clifton, Collbran, Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area | Text | TX0007170931 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grand Rapids (038328) and Surrounding Area. | Text | TX0007274967 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grants Pass / Medford PLUS and Surrounding Area, Yellow Pages, 2010, (104388) | Text | TX0007252074 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Grants Pass / Rogue River (061282) and Surrounding Area. | Text | TX0007253801 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Great Falls (042802/042803) and Surrounding Area. | Text | TX0007287084 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Greater Albuquerque MINI 104580) | Text | TX0007169663 | 2010-04-20 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Greater Eastside PLUS (106692) Separate Section for Seattle. | Text | TX0007267436 | 10/20/2010 | Dex Media, Inc. |
Greater Eastside ,WA, Directory,077049 Sept 2010. | Text | TX0007264453 | 2010-09-27 | Dex Media, Inc. |
Greater Eastside ,WA, Directory,077049 Sept 2010. | Text | TX0007264453 | 9/27/2010 | Dex Media, Inc. |
Greater Northwest Valley Telephone Directory (003800) October 2010. | Text | TX0007288877 | 11/4/2010 | Dex Media, Inc. |
Greater Snohomish, WA, Directory,077762 Nov 2010. | Text | TX0007272145 | 10/5/2010 | Dex Media, Inc. |
Greater Southwest Valley (003070) Arlington, Avondale, Buckeye, Cashion, Goodyear, Komatke, Laveen, Litchfield Park, Maricopa, Palo Verde, Piedra, Sentinel, Theba, Tolleson, Tonopah Wintersburg. | Text | TX0007250880 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Greater Westside OR, Directory, 061068 February 201 0. | Text | TX0007207223 | 2/26/2010 |
Dex Media, Inc.
d.b.a. Dex |
Greeley / Windsor (008494) Includes Business Listings for Fort Collins, Loveland and Surrounding Area. | Text | TX0007301619 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Gunnison (008520) Crested Butte, Lake City, Mt. Crested Butte. | Text | TX0007310611 | 2011-01-27 |
Dex Media, Inc.
d.b.a. Dex |
Helena (042904) and Surrounding Area. | Text | TX0007167667 | 2010-04-22 |
Dex Media, Inc.
d.b.a. Dex |
Highland Park / Summit Park (104024) | Text | TX0007274972 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Idaho Falls (017402) and Surrounding Area. | Text | TX0007185119 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Idaho Springs (008572) Black Hawk, Central City, Empire, Georgetown, Silver Plume. | Text | TX0007208717 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Iowa City (25933) and Surrounding Area. | Text | TX0007310571 | 1/27/2011 |
Dex Media, Inc.
d.b.a. Dex |
Iowa City / Cedar Rapids PLUS(109311 / 105483 ) and Surrounding Areas (1st Edition) | Text | TX0007292273 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Iowa Falls/Hampton and Surrounding Area. | Text | TX0007170938 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Iowa Great Lakes and Surrounding Area. | Text | TX0007271696 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Jackson Hole (083950) Grand Teton and Yellowstone National Parks; Star Valley, WY ; Teton Valley, ID; West Yellowstone and Surrounding Areas. | Text | TX0007209068 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Jackson / Windom (038833) Bingham Lake, Butterfield, Ceylon, Comfrey, Dunnell, Fairmont, Heron Lake, Jeffers, Lakefield, Madelia, Mountain Lake, Okabena, Round Lake, Saint James, Sherburn, Storden, Trimont, Truman, Welcome, Wilder, Worthington. | Text | TX0007292182 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Kitsap Peninsula (077075) | Text | TX0007253812 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Klamath Falls (061352) | Text | TX0007283528 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
La Junta, CO, and Surrounding Area, Telephone Directory, Use through June 2011 (008624) | Text | TX0007250353 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Lakewood / Golden / Wheat Ridge(008949) | Text | TX0007218063 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Lamar (008650) and Surrounding Area | Text | TX0007214321 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Lander / Riverton (083410) Crowheart, Dubois, Gas Hills, Jeffrey City, Shoshoni. | Text | TX0007172624 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Laramie, WY Rock River Telephone Directory 2010 (083445) | Text | TX0007292123 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Las Cruces MINI (107992) and Surrounding Area. | Text | TX0007169660 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Las Cruces, NM, Telephone Directory, Use Through March 2011 (048419/103668) | Text | TX0007168509 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Las Vegas / Raton (048458) and Surrounding Area. | Text | TX0007274670 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Le Sueur / St. Peter (038665) and Surrounding Area. | Text | TX00072503629 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Lewiston/Clarkston/Pullman/Colfax(017486) and Surrounding Area. | Text | TX0007167554 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Lewistown, MT, and Surrounding Area, Yellow Pages, 2010, (043010) | Text | TX0007251946 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Limon / Burlington (008130) | Text | TX0007182009 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Litchfield / Montevideo / Willmar (038420) | Text | TX0007218767 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Little Falls (038424) and Surrounding Area. | Text | TX0007170889 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Longmont (008702) and Surrounding Area. | Text | TX0007214356 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Longmont, CO Boulder Telephone Directory 2010 (104487 / 104488) | Text | TX0007310877 | 2/23/2011 |
Dex Media, Inc.
d.b.a. Dex |
Longview (077410) | Text | TX0007253822 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Los Lunas / Belen (048166) | Text | TX0007274688 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Loveland / Berthoud (008728) Includes Business Listings for Fort Collins, Greeley and Surrounding Areas. | Text | TX0007179711 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Malad City / Holbrook 017500. | Text | TX0007172626 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Marshalltown (026158) And Surrounding Area. | Text | TX0007186635 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Mason City / Charles City / Clear Lake (026179) | Text | TX0007250340 | 9/9/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Medford/Ashland (061440) and Surrounding Area. | Text | TX0007172546 | 2010-04-30 |
Dex Media, Inc.
d.b.a. Dex |
Medford Ashland PLUS (104387) and Surrounding Area. | Text | TX0007185332 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Metro Denver A-Z Telephone (008260) December 2010. | Text | TX0007283375 | 1/7/2011 | Dex Media, Inc. |
Minneapolis A-Z, and surrounding area telephone directory, use through May 2011 (038473) | Text | TX0007170595 | 5/5/2010 | Dex Media, Inc. |
Minneapolis, MN surrounding Twin Cities area Telephone Directory 2011 104384. | Text | TX0007298126 | 2/2/2011 |
Dex Media, Inc.
d.b.a. Dex |
Minneapolis PLUS (104365) and surrounding Twin Cities area. | Text | TX0007185576 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Minnesota Northwest (038474) Crookston, Thief River Falls, Warroad, Baudette. | Text | TX0007232103 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Minnesota Southwest, MN Adrian, Clarkfield, Edgerton, Fairfax, Fulda, Granite Falls, Ivanhoe, Lake Benton, Luverne, Marshall, Minneota, Morgan, Pipestone, Redwood Falls, Slayton, Springfield, Tracy, Tyler, Wabasso, and Surrounding Area Telephone Directory 2010 038483. | Text | TX0007292202 | 1/31/2011 |
Dex Media, Inc.
d/b/a Dex |
Missoula (043197) and Surrounding Area. | Text | TX0007182017 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Mohave County Colorado River Area (003431) and Surrounding Area. | Text | TX0007286982 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Montrose Delta Telluride (008750) and Surrounding Area. | Text | TX0007276619 | 10/14/2010 | Dex Media, Inc. |
Morris (038497) and Surrounding Area. | Text | TX0007271669 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Moses Lake, WA Ephrata, Othello (including Royal City) Ritzville and Surrounding Area Telephone Directory 2010 077470. | Text | TX0007292667 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Mountain Home (017598) Atlantic, Bruneau, Glenns Ferry, Grand View, Pine-Featherville, Prairie, Tipanuk. | Text | TX0007184363 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Muscatine (026241) and Surrounding Area | Text | TX0007211034 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Nampa / Caldwell (017622) and Surrounding Area. | Text | TX0007253795 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Nogales, AZ Rio Rico Amado, Arivaca, Canelo, Carmen, Elgin,Green Valley, Patagonia, Sahuarita, Sonotia, Tubac, Tumcacacori Telephone Directory 2010 003470. | Text | TX0007292229 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Norfolk (044605) | Text | TX0007218776 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
North Dakota/South Central (055829) Jamestown, Valley City and Surrounding Area. | Text | TX0007204482 | 7/20/2010 | Dex Media, Inc. |
North/Northwest Tucson Area Telephone Directory (003778) January 2010. | Text | TX0007098205 | TX0007098205 |
Dex Media, Inc.
d.b.a. Dex |
Northeast Colorado (008858) | Text | TX0007204609 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Northeastern Wyoming, WY and Surrounding Area Telephone Directory 2010 083533. | Text | TX0007292676 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Northern Colorado, CO Fort Collins, Loveland, Berthoud, Estes Park, Greeley, Windsor Telephone Directory 2011 104615. | Text | TX0007305944 | 2/11/2011 |
Dex Media, Inc.
d.b.a. Dex |
Northern Colorado, CO Greeley, Windsor, Fort Collins, Loveland, Berthoud, Estes Park Telephone Directory 2011 104614. | Text | TX0007301411 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Northern Hills (067023) Belle Fourche, Buffalo, Camp Crook, Deadwood, Lead, Newell, Nisland, Spearfish, Sturgis, Vale, Whitewood | Text | TX0007211014 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Northern Oregon Coast (061037) Astoria, Seaside, Cannon Beach, Tillamook, Long Beach Peninsula and Surrounding Area. | Text | TX0007167659 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Northglenn(008767)/Thornton/ Commerce City/including Eastlake, Federal Heights, Henderson, portions of North Denver. | Text | TX0007211782 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Northwest Suburban Area (038048) | Text | TX0007195851 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Ogden/Davis County PLUS (104389) | Text | TX0007209119 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Okanogan Valley/Grand Coulee Dam (077514) Methow Valley and Surrounding Area. | Text | TX0007172994 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Olympia/Lacey Tumwater (077526) and Surrounding Area Includes Shelton White Pages. | Text | TX0007250867 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Olympia Shelton PLUS (104723) and Surrounding Area. | Text | TX0007286998 | 11/5/2010 |
Dex Media, Inc.
d.b.a. Dex |
Omaha & Surrounding Area Telephone Directory use through July 2011 (044715/12535) | Text | TX0007219198 | 7/27/2010 |
Dex Media, Inc.
d.b.a. Dex |
Omaha (104385) PLUS. | Text | TX0007214322 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
O’Neill, NE Valentine Ainsworth, Atkinson, Bartlett, Bassett, Butte, Crookston, Emmet, Ewing, Halsey, Inman, Long Pine, Lynch, Orchard, Royal, Spencer, Springview, Stuart, Thedford, Verdel, Wood Lake Telephone Directory 2011 044622. | Text | TX0007302371 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Ottumwa Oskaloosa/Pella (026436) Including Agency, Albia, Batavia, Beacon Bladensburg, Blakesburg, Bloomfield Cedar, Chillicothe, Eddyville, Eldon Fairfield, Fremont, Hedrick, Kirkville University Park, Wright. | Text | TX0007186683 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Park City, UT Heber City Coalville, Kamas, Oakley Telephone Directory 2010 074266. | Text | TX0007292270 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Park Rapids / Staples / Wadena (038761) and Surrounding Area. | Text | TX0007218782 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Payette/Ontario (017682) and Surrounding Area. | Text | TX0007209124 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Payson / Pine / Strawberry (003545) Christopher Creek, Kohls Ranch, Star Valley Young. | Text | TX0007185139 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Pendleton / Athena / Weston (061338 / 061667) and Surrounding Area. | Text | TX0007228741 | 5/11/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Phoenix Metro A-Z May 2010 Telephone Directory (17120) | Text | TX0007172259 | 5/5/2010 | Dex Media, Inc. |
Phoenix Metro PLUS (104364) Covering the Entire Valley of the Sun Ahwatukee, Anthem, Apache Junction, Arrowhead, Avondale, Buckeye, Carefree, Cave Creek, Chandler, Deer Valley, Desert Hills, Fountain Hills, Gilbert, Glendale, Goodyear, Higley, Laveen, Litchfield Park, Mesa, Moon Valley, New River, Paradise Valley, Peoria, Queen Creek, Rio Verde, Scottsdale, Sun City, Surprise, Tempe. | Text | TX0007172705 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Pocatello and Surrounding Area. | Text | TX0007209432 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Port Angeles, WA Sequim/ North Olympic/Peninsula Telephone Directory 2010 (077550) | Text | TX0007292070 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Portland, OR Clark County Telephone Directory 2010 (104452) | Text | TX0007305980 | 2/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Portland, OR, Telephone Directory, 2010, 061702. | Text | TX0007279150 | 11/23/2010 | Dex Media, Inc. |
Prescott (003620) Bagdad, Chino Valley, Dewey, Humboldt, Mayer, Prescott Valley. | Text | TX0007167666 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Prescott PLUS (108094) and Surrounding Area. | Text | TX0007172552 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Price-Helper (074710) East Carbon, Emery County Towns, Green River, Hanksville, Hiawatha, Scofield. | Text | TX0007182614 | 5/11/2010 | Dex Media, Inc. |
Provo, UT, Directory,074726 Dec 2010. | Text | TX0007296179 | 12/6/2010 | Dex Media, Inc. |
Provo, UT Orem and Surrounding Area Telephone Directory 2010 104577. | Text | TX0007292097 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Pueblo (008780) and Surrounding Area. | Text | TX0007204623 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Puyallup (077602) and Surrounding Area, Alder, Ashford, Bonney Lake, Buckley, Carbonado, Eatonville, Edgewood, Elbe, Graham, Lake Tapps, Orting, South Prairie, Sumner, Wilkeson. | Text | TX0007185112 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Rapid City (067065) and Surrounding Area. | Text | TX0007195843 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Red Wing (038605) Lake City, Wabasha and Surrounding Area. | Text | TX0007232104 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Rio Rancho / Albuquerque West Area(048606/103667) | Text | TX0007170927 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Rochester (038617) and Surrounding Area. | Text | TX0007186681 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Rochester PLUS (109028) and Surrounding Area. | Text | TX0007185530 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Rock Springs, WY Green River Farson/Pinedale Telephone Directory 2011 (083655) | Text | TX0007292060 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Roseburg, OR Telephone Directory 2010 (061737) | Text | TX0007292265 | 1/31/2011 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Roswell (048614) and Surrounding Area. | Text | TX0007165196 | 4/13/2010 |
Dex Media, Inc.
d.b.a. Dex |
Salem/Dallas/Woodburn PLUS (104400) | Text | TX0007209059 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Salida Buena Vista (008806) Alma, Fairplay and Surrounding Area. | Text | TX0007185550 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Salt Lake City PLUS, UT, Yellow Pages, 2010, (104391) | Text | TX0007252023 | 10/20/2010 | Dex Media, Inc. |
Salt Lake City Telephone Directory 2010 (074816) | Text | TX0007290431 | 9/8/2010 | Dex Media, Inc. |
Santa Fe - Los Alamos, White Rock, Espanola, Pecos Telephone Book May 2010 (048692/103587) | Text | TX0007197622 | 6/8/2010 | Dex Media, Inc. |
Santa Fe MINI (104956) Surrounding Area, Los Alamos, Espanola,Taos, Chama, Abiquiu. | Text | TX0007211063 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Sarpy County(044720) | Text | TX0007218208 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Sauke Centre (038677) and Surrounding Area. | Text | TX0007271657 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Scott County, IA, Telephone Directory, Use through October 2011, (026530/1411) | Text | TX0007257163 | 11/1/2010 |
Dex Media, Inc.
d.b.a. Dex |
Scottsdale, AZ Telephone Directory 2010 003745. | Text | TX0007364315 | 5/23/2011 | Dex Media, Inc. |
Seattle Metro (104366) | Text | TX0007209105 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Shelton (077702) and Surrounding Area. | Text | TX0007267439 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Shenandoah, IA Red Oak Bedford, Clarinda, College Springs, Corning, Creston, Essex, Farragut, Griswold, Hamburg, New Market, Nodaway, Northboro,Percival, Riverton, Shambaugh, Sidney, Stanton, Tabor, Thurman, Villisca, Yorktown Telephone Directory 2010 026671. | Text | TX0007292648 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Sidney, NE, Kimball, Telephone Directory, Use through August 2011 (044824) | Text | TX0007250367 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Silver City, MN Deming Lordsburg Area Telephone Directory 2010 (048770) | Text | TX0007301638 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Sioux City (026712) North Sioux City, South Sioux City, Dakota Dunes, Akron, Correctionville, Dakota City, Denison, Dow City, Dunlap, Elk Point, Hawarden, Hospers, Ida Grove, Jefferson, Kingsley, Le Mars, Manilla, Mapleton, Moville, Onawa, Ponca, Remsen, Salix, Sergeant Bluff, Sloan Winnebago. | Text | TX0007274970 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Sioux Falls (067640) | Text | TX0007218211 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Sioux Falls Regional PLUS (105555) | Text | TX0007218061 | 9/8/2010 | Dex Media, Inc. |
Siouxland North, IA Alcester, Alvord,Ashton, Beresford, Boyden, Cavton, Doon, Fairview,George, Hudson, Hull, Inwood, Larchwood, Lester, Little Rock, Orange City, Rock | Text | TX0007301633 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Rapids, Rock Valley, Sanborn, Sheldon, Sibley, Sioux Center Worhing Telephone Directory 2011 026715. | ||||
Socorro (048809) Bingham, Datil, Magdalena, Quemado. | Text | TX0007170925 | 4/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Soda Springs (017878) and Surrounding Area. | Text | TX0007172620 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
South Central Utah (074864) Beaver, Bicknell, Boulder, Circleville, Ephraim, Escalante, Fairview, Fillmore, Fountain Green, Gunnison, Hanksville, Loa, Manti, Marysvale, Moroni, Mt. Pleasant, Oak City, Panguitch, Richfield, Salina, Scipio, Torrey. | Text | TX0007209423 | 7/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
South Dakota South Central (067651) Huron, Mitchell, Pierre and Surrounding Area. | Text | TX0007185555 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
South Jeffco(008185)/Columbine Valley/including Governors Ranch, Ken Caryl Ranch,Roxborough Park,Southwest Denver, Southwest Littleton, Southwest Plaza, Bow Mar. | Text | TX0007209884 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
South King County PLUS (106691 / 104366) Separate Section for Seattle. | Text | TX0007267438 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
South King County, WA, Directory, 077730 September, 2010. | Text | TX0007255891 | 9/7/2010 | Dex Media, Inc. |
South Metro, MN Telephone Directory 2011 (038149) | Text | TX0007301622 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
South Valley Area (074861) Alpine, Alta-Snowbird, American Fork, Copperton, Cottonwood, Crescent, Draper, Highland, Lehi, Midvale, Murray, Riverton, Sandy, South Jordan, Union, West Jordan. | Text | TX0007172635 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Southeast St. Paul Suburbs, MN Telephone Directory, Use through October 2011(038648/10206) | Text | TX0007270798 | 10/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Southeastern Idaho PLUS (104792) | Text | TX0007184371 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Southern Utah (074866) Colorado City, Fredonia, Az / Mesquite, NV. | Text | TX0007271028 | 11/29/2010 |
Dex Media, Inc.
d.b.a. Dex |
Southwest Suburban Area (038689) | Text | TX0007195908 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Spokane / Coeur d’Alene / Spokane Valley PLUS, Includes Spokane Business White Pages, 2010, (104398) | Text | TX0007254222 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Spokane, WA, Directory, 077762 Sept 2010. | Text | TX0007257412 | 9/16/2010 | Dex Media, Inc. |
St. Cloud (038629) and Surrounding Area. | Text | TX0007179622 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
St. Croix Valley (038633) | Text | TX0007255429 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
St. Helens (061755) and Surrounding Area. | Text | TX0007253829 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
St PaulYP, MN,Directory,038653 Oct 2010. | Text | TX0007270809 | 10/8/2010 | Dex Media, Inc. |
Storm Lake Cherokee (026774) and Surrounding Area. | Text | TX0007208732 | 6/3/2010 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Sussex Countywide, NJ Telephone Directory July 2010 (47452) | Text | TX0007224599 | 6/23/2010 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex Qwest-Dex Media, Inc. D/B/A Dex Print & Delivery Services |
Tacoma / Puyallup PLUS (104454) and Surrounding Area. | Text | TX0007185140 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tacoma WA, Directory, 077774 March 2010. | Text | TX0007207201 | 3/17/2010 | Dex Media, Inc. |
Taos (048838) and Surrounding Area. | Text | TX0007274675 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tooele, UT Dugway, Grantsville, Ibapah, Rush Valley-Terra, Stockton, Vernon, Wendover NEVADA: Pilot Valley, Wendover, Western Wendover Telephone Directory 2010 074918. | Text | TX0007292044 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Treasure Valley, ID, Boise, Nampa, Caldwell, and Surrounding Area, Telephone Directory, 2010, 104578/105402. | Text | TX0007290295 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Tri-Cities Regional (077538) | Text | TX0007253786 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tri-Cities / Yakima Valley and Surrounding Area, Directory, 2010, (104608) | Text | TX0007254213 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Trinidad(008884)/Aguilar/Branson/Weston. | Text | TX0007209888 | 7/12/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tucson PLUS (104399) and Surrounding Area. | Text | TX0007267437 | 10/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Tucson Yellow Pages English Telephone Directory September 2010 (003771) | Text | TX0007261488 | 9/10/2010 | Dex Media, Inc. |
Tucumcari, CA (048916) Conchas Dam, Logan Nara Visa, San Jon Telephone Directory 2011 048916. | Text | TX0007302028 | 1/31/2011 | Dex Media, Inc. |
Twin Falls/Burley/Rupert (017906) Wood River Valley and Surrounding Area. | Text | TX0007167543 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Twin Ports (038727) | Text | TX0007214353 | 9/8/2010 |
Dex Media, Inc.
d.b.a. Dex |
Uintah Basin (074950) UTAH: Roosevelt, Vernal, Duchesne, Altamont, Flattop, Lapoint, Randlett, Neola, Tabiona, Fruitland and Surrounding Areas. | Text | TX0007172800 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Virginia, MN Bear River, Cook, Crane Lake Ely, Eveleth, Gilbert, Greaney Mckinley, Mountain Iron, Orr Telephone Directory 2011 038737. | Text | TX0007301667 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Wahpeton / Breckenridge (055879) | Text | TX0007275864 | 10/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
Walla Walla (077870) Dayton, Milton-Freewater, OR and Surrounding Area. | Text | TX0007167657 | 4/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Walsenburg / Gardner / La Veta / Cuchara (008936) | Text | TX0007271646 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
Waterloo / Cedar Falls (026897) | Text | TX0007271676 | 9/9/2010 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
d.b.a. Dex | ||||
Webster City, IA Clarion/Eagle Grove Telephone Directory 2010 (026938) | Text | TX0007292217 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
West Area, UT Directory, 103812 Jan. 2011. | Text | TX0007306708 | 1/11/2011 | Dex Media, Inc. |
West Area Ut Directory, 103812, January 2010. | Text | TX0007216402 | 1/14/2010 |
Dex Media, Inc.
d.b.a. Dex |
West Central Nebraska (044641/044642) (Name changed from North Platte) Arapahoe, Arnold, Arthur, Beaver City, Benkelman, Big Springs, Brule, Cambridge, Cozad, Curtis, Elwood, Eustis, Gothenburg, Grant, Hayes Center, Hershey, Imperial, Indianola | Text | TX0007310549 | 1/27/2011 |
Dex Media, Inc.
d.b.a. Dex |
Western Suburban Area (038388) | Text | TX0007195874 | 7/20/2010 |
Dex Media, Inc.
d.b.a. Dex |
Western Suburbs (025485) | Text | TX0007269988 | 9/9/2010 |
Dex Media, Inc.
d.b.a. Dex |
White Bear Lake Area (038814) | Text | TX0007274789 | 10/14/2010 | Dex Media, Inc. |
Wickenburg (003820) and Surrounding Area. | Text | TX0007172615 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Williston (055922) and Surrounding Area. | Text | TX0007181716 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Winona, MI and Surrounding Area Telephone Directory 2011 038851. | Text | TX0007301995 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Winslow/Holbrook/Joseph City (003870) and Surrounding Area. | Text | TX0007172564 | 4/30/2010 |
Dex Media, Inc.
d.b.a. Dex |
Yakima Valley, WA Telephone Directory 2010 (077930) | Text | TX0007292268 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Yakima Valley, WA Tri-Cities and Surrounding Area Telephone Directory 2010 104609. | Text | TX0007305949 | 2/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Yankton (067780) Avon, Burbank, Fordyce, Gayville, Kaylor, Lesterville, Meckling, Mission Hill, Saint Helena, Scotland, Springfield, Tabor, Tyndall, Utica, Vermillion, Volin, Wakonda, Wynot. | Text | TX0007292200 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Yuma (003920 / 103669) Hyder-Dateland, Somerton, Wellton, AZ; Felicity, Winterhaven, CA. | Text | TX0007179726 | 2010-05-11 |
Dex Media, Inc.
d.b.a. Dex |
Yuma PLUS (108095) Hyder-Dateland, Somerton, Wellton, CA; Felicity, Winterhaven, CA. | Text | TX0007177550 | 5/11/2010 |
Dex Media, Inc.
d.b.a. Dex |
Ogden UT, Directory, 074614 June 2010. | Text | TX0007225873 | 6/28/2010 |
Dex Media, Inc.
d.b.a. Dex |
Salem/Keizer, OR,Directory,061772 June 2010. | Text | TX0007197223 | 6/15/2010 |
Dex Media, Inc.
d.b.a. Dex |
Seattle YP, WA,Directory,077678 June 2010. | Text | TX0007197610 | 6/22/2010 |
Dex Media, Inc.
d.b.a. Dex |
Fayetteville, NC Telephone Directory 2010 53434. | Text | TX0007177984 | 5/21/2010 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Qwest-Dex Media, Inc.
D/B/A Dex Print & Delivery Services |
||||
Northeastern Wyoming and Surrounding Area (083533) | Text | TX0007565823 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Abingdon, VA Telephone Directory February 2011 (76010) | Text | TX0007290157 | 1/28/2011 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex Qwest-Dex Media, Inc. D/B/A Dex Print & Delivery Services |
Albuquerque, NM Telephone Directory Issued January 2012(048050 R3783) | Text | TX0007474015 | 1/5/2012 |
Dex Media, Inc.
d/b/a Dex |
Albuquerque, NM Yellow Pages Telephone Directory 2011 (048050/103666) January 2011. | Text | TX0007289020 | 1/20/2011 | Dex Media, Inc. |
Algona, IA Humboldt and Surrounding Area Telephone Directory 2011 025030. | Text | TX0007345081 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Alliance, NE, Chadron, Allen, Antioch, Ashby, Bayard, Bridgeport, Clinton, Crawford, Gering, Gordon, Harrison, Hay Springs, Hemingford, Hyannis, Lakeside, Merriman, Mitchell, Oglala, Pine Ridge, Porcupine, Rushville, Scottsbluff, Whitman, Wounded Knee and Surrounding Area February 2011 (044549) | Text | TX0007343909 | 2/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Apache Junction, AZ, Directory 103081 Oct, 2011. | Text | TX0007444090 | 10/26/2011 | Dex Media, Inc. |
Atlantic, IA, and Surrounding AreaTelephone Directory, 2011, 025092. | Text | TX0007304038 | 2/10/2011 |
Dex Media, Inc.
d.b.a. Dex |
Bellingham, WA Whatcom County Acme, Birch Bay, Blaine, Custer, Deming, Everson, Ferndale, Glacier, Laurel, Lummi Island, Lynden, Maple Falls, Nooksack, Point Roberts, Sumas Telephone Directory 2011 077062. | Text | TX0007310879 | 2/23/2011 |
Dex Media, Inc.
d.b.a. Dex |
Billings, MT and Surrounding Area Telephone Directory 2011 042129. | Text | TX0007298362 | 2/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Billings, MT and Surrounding Area Telephone Directory 2011 105406. | Text | TX0007305945 | 2/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Boise, ID. Directory 017122 January, 2012. | Text | TX0007481639 | 12/22/2011 | Dex Media, Inc. |
Boulder, CO Telephone Directory 2011 008052. | Text | TX0007471654 | 12/27/2011 | Dex Media, Inc. |
Brighton, CO (008078) Fort Lupton, Hudson, Keenesburg, Roggen Telephone Directory 2011 008078. | Text | TX0007300878 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Burlington, IA Mt. Pleasant (025215) Danville, Dodgeville, Kingston, Mediapolis, Morning Sun, Sperry, and Surrounding Area Telephone Directory 2011 025215. | Text | TX0007292193 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Casa Grande (003120) Ajo, Arizona City, Coolidge, Eloy, Florence, Gila Bend, Maricopa, Picacho, Sacaton, Standfield. | Text | TX0007309740 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Castle Rock, CO Parker Deckers, Elbert County, Elizabeth, Franktown, Kiowa, Larkspur, Lone Tree, Sedalia Telephone Directory 2011 008182. | Text | TX0007300858 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Central Oregon Coast, OR Including Depoe Bay, Lincoln City, Newport, Pacific City, Waldport Telephone Directory 2011 061580. | Text | TX0007311015 | 2/23/2011 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Central Oregon, OR Bend, Black Butte, Camp Sherman, La Pine, Madras, Prineville, Redmond, Sisters, Sunriver Telephone Directory 2011 104383. | Text | TX0007350009 | 4/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Central Oregon OR, Telephone Directory, 2011, 061072. | Text | TX0007355516 | 3/30/2011 | Dex Media, Inc. |
Central/Southwest Tucson, AZ Area Telephone Directory 2011 (003776) | Text | TX0007289015 | 1/20/2011 | Dex Media, Inc. |
Chandler, AZ, Gilbert, Telephone Directory, 2011, 104069. | Text | TX0007444819 | 10/21/2011 | Dex Media, Inc. |
Cheyenne, WY and Surrounding Area Telephone Directory 2011 083125. | Text | TX0007347562 | 4/12/2011 |
Dex Media, Inc.
d.b.a. Dex |
Clackamas County, OR Telephone Directory 2011 061649. | Text | TX0007342367 | 2/17/2011 | Dex Media, Inc. |
Clark County, WA. Directory 077846, December, 2011. | Text | TX0007472328 | 12/20/2011 | Dex Media, Inc. |
Clovis, NM Portales Telephone Directory 2011 (048244) | Text | TX0007350023 | 4/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Colorado Springs, CO, Pikes Peak Region, Telephone Directory, 2011, 104579. | Text | TX0007303987 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Colorado Springs, CO, Telephone Directory, 2011, 008208. | Text | TX0007303669 | 2/11/2011 | Dex Media, Inc. |
Corvallis Albany Plus and Surrounding Area (109306) | Text | TX0007572351 | 8/9/2012 |
Dex Media, Inc.
d.b.a. Dex |
Decorah, IA Elkader / West Union and Surrounding Area Including Lansing, Waukon Telephone Directory 025441. | Text | TX0007292223 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Des Moines, IA. Directory 025482 Nov, 2011. | Text | TX0007454179 | 11/17/2011 | Dex Media, Inc. |
Dickinson, ND, and Surrounding Area, Telephone Directory, 2011, 055572. | Text | TX0007304066 | 2/10/2011 |
Dex Media, Inc.
d.b.a. Dex |
East County, OR Telephone Directory 2011 061676. | Text | TX0007342381 | 3/1/2011 | Dex Media, Inc. |
East Tucson Area, AZ, Telephone Directory, 2011, 003777. | Text | TX0007290313 | 1/20/2011 | Dex Media, Inc. |
East Valley, AZ Telephone Directory Issued October 2011 (003421 R263) | Text | TX0007470847 | 11/14/2011 |
Dex Media, Inc.
d.b.a. Dex |
Eugene, OR Telephone Directory 2011 061265. | Text | TX0007414238 | 8/19/2011 | Dex Media, Inc. |
Evergreen (008338) Aspen, Bailey, Bergen Park, Conifer, Genesee, Golden, Idledale, Indian Hills, Kittredge, Morrison, Phillipsburg, Pine, Shaffers Crossing. | Text | TX0007324734 | 2/16/2011 |
Dex Media, Inc.
d.b.a. Dex |
Fargo / Moorehead Regional PLUS Fargo, ND / Moorhead, MN Detroit Lakes, MN Fergus Falls, MN Wahpeton, ND / Breckenridge, MN Jamestown / Valley City, ND March 2011 (106374) | Text | TX0007332908 | 3/25/2011 |
Dex Media, Inc.
d.b.a. Dex |
Fargo, ND Moorhead and Surrounding Area Telephone Directory. | Text | TX0007332812 | 3/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Farmington, NM, Aztec, Bloomfield, Blanco, Flora Vista, Shiprock, and Surrounding Area, Telephone Directory, 2011, 48283. | Text | TX0007303551 | 2/11/2011 |
Dex Media, Inc.
d.b.a. Dex |
Florence, OR, Directory Feb 2010 61267 | Text | TX0007343912 | 2/9/2011 | Dex Media, Inc. |
Fort Collins, CO, Greeley, Windsor, Loveland, Surrounding Areas, Telephone Directory, 2011, 008364. | Text | TX0007314950 | 3/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Fort Collins, CO, Loveland, Berthoud, Estes Park, Greeley, Windsor, Northern Colorado, Telephone Directory, 2011, 104615, 104616. | Text | TX0007314851 | 3/1/2011 |
Dex Media, Inc.
d.b.a. Dex |
Fort Madison, IA Keokuk, Denmark, Montrose, West Point, Wever Telephone Directory | Text | TX0007300851 | 2/8/2011 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
2011 025707. | d.b.a. Dex | |||
Gallup, AZ, Grants / Laguna Acoma / Sanders Telephone Directory March 2011 (048302) | Text | TX0007332927 | 3/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Globe / Miami / Superior (003320) and Surrounding Area. | Text | TX0007332464 | 3/25/2011 |
Dex Media, Inc.
d.b.a. Dex |
Grafton, MN and Surrounding Area Telephone Directory 2011 055315. | Text | TX0007345069 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Grand Junction, CO Clifton, Collbran, Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area Telephone Directory 109127 2011. | Text | TX0007339378 | 4/5/2011 |
Dex Media, Inc.
d.b.a. Dex |
Grand Junction, CO Telephone Directory 2011 (008468) | Text | TX0007339426 | 4/5/2011 |
Dex Media, Inc.
d.b.a. Dex |
Greater Albuquerque, NM MINI Telephone Directory 2011 (104580) | Text | TX0007292136 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Greater Eastside, WA, telephone directory, 2011. | Text | TX0007440852 | 9/30/2011 | Dex Media, Inc. |
Greater NW Valley AZ, Telephone Directory 2011 003800. | Text | TX0007444164 | 10/28/2011 | Dex Media, Inc. |
Greater Snohomish, WA Directory 077726 Sept, 2011. | Text | TX0007450929 | 10/5/2011 | Dex Media, Inc. |
Greater Southwest Valley Arlington, Avondale, Buckeye, Cashion, Goodyear Komatke, Laveen, Litchfield Park, Maricopa Palo Verde, Piedra, Sentinel, Theba, Tolleson Tonopah, Wintersburg (003070) | Text | TX0007565833 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Greater Westside, OR, Telephone Directory, March 2011, 061068. | Text | TX0007328758 | 3/4/2011 | Dex Media, Inc. |
Helena, MT and Surrounding Area Telephone Directory 2011 042904. | Text | TX0007345036 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Henderson, NV Telephone Directory 2011 045376. | Text | TX0007451015 | 11/1/2011 | Dex Media, Inc. |
Hunterdon, NJ Telephone Directory February 2011 (47226) | Text | TX0007290187 | 1/28/2011 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex Qwest-Dex Media, Inc. D/B/A Dex Print & Delivery Services |
Idaho Falls, ID and Surrounding Area Telephone Directory 2011 017402. | Text | TX0007300865 | 2/9/2011 |
Dex Media, Inc.
d.b.a. Dex |
Idaho Springs, CO Black Hawk, Central City, Empire, Georgetown, Silver Plume, 2011 (008572) | Text | TX0007326684 | 3/9/2011 |
Dex Media, Inc.
d.b.a. Dex |
Iowa Falls, IA Hampton and Surrounding Area Telephone Directory 2011 025953. | Text | TX0007345073 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Lander, WY Riverton Crowheart, Dubois, Gas Hills, Jeffrey City, Shoshoni Telephone Directory 2011 083410. | Text | TX0007300883 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Las Cruces MINI and Surrounding Area (107992) | Text | TX0007333000 | 3/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Las Cruces, NM, Anapra, Anthony, Berino, Canutillo, Chamberino, Chaparral, Hatch, La Mesa, La Union, Mesilla, Mesquite, Organ, San Miguel, Santa Teresa, Sunland Park, Truth or Consequences, Vado Telephone Directory 2011 (048419) | Text | TX0007352884 | 3/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Lewiston, ID Clarkston / Moscow / Pullman / Colfax and Surrounding Area Telephone Directory 2011 017486. | Text | TX0007298353 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Limon, CO Burlington Telephone Directory 2011 (008130) | Text | TX0007305899 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Little Falls, MN and Surrounding Area Telephone Directory 2011 038424. | Text | TX0007300877 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Loveland, CO Berthoud Fort Collins, Greeley and Surrounding Areas Telephone Directory 2011 008728. | Text | TX0007318196 | 3/4/2011 |
Dex Media, Inc.
d.b.a. Dex |
Malad City, ID, Holbrook, Telephone Directory, 2011, 017500. | Text | TX0007290339 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Marketingmatters.dexone.com (Content) | Computer File | TX0007618575 | 7/5/2012 | Dex Media, Inc. |
Marshalltown, IA and Surrounding Area Telephone Directory 026158. | Text | TX0007332804 | 3/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Medford, OR Telephone Directory 2011 (104387) Ashland and Surrounding Area. | Text | TX0007352714 | 4/29/2011 |
Dex Media, Inc.
d.b.a. Dex |
Metro Denver, CO A-Z Telephone Directory 2011 (008260 R762) | Text | TX0007470850 | 1/5/2012 |
Dex Media, Inc.
d.b.a. Dex |
Metro Denver, CO. A-Z YP Directory 008260 December, 2011. | Text | TX0007469444 | 12/29/2011 | Dex Media, Inc. |
Minneapoilis, MN A-Z Telephone Directory Issued May 2011 (038473 2871) | Text | TX0007355544 | 5/10/2011 |
Dex Media, Inc.
d.b.a. Dex |
Minnesota Northwest, MN Telephone Directory 2011 (038474) Crookston, Thief River Falls, Warroad, Baudette. | Text | TX0007352726 | 4/29/2011 |
Dex Media, Inc.
d.b.a. Dex |
Missoula, MT, and Surrounding Area, Telephone Directory, 2011, 043197. | Text | TX0007303955 | 2/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Moses Lake, Ephrata, Othello (including Royal City), Ritzville and Surrounding Area (077470) | Text | TX0007565828 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Mountain Home, ID, Atlanta, Bruneau, Glenns Ferry, Grand View, Pine-Featherville, Prairie, Tipanuk Telephone Directory 2011 (017598) | Text | TX0007500423 | 2/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Nogales/Rio Rico Amado, Arivaca, Canelo, Carmen Elgin, Green Valley, Patagonia Sahuarita, Sonoita, Tubac, Tumcacacori (003470) | Text | TX0007565817 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
North Las Vegas, NV. Directory 045784 Nov, 2011. | Text | TX0007452539 | 11/1/2011 | Dex Media, Inc. |
North/Northwest Tucson Area, AZ, Telephone Directory, 2011, 003778. | Text | TX0007290309 | 1/20/2011 | Dex Media, Inc. |
Northern Oregon Coast, OR Astoria, Seaside, Cannon Beach, Tillamook, Long Beach Peninsula and Surrounding Area Telephone Directory 2011 061037. | Text | TX0007345048 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Ogen, UT Telephone Directory 2011 074614. | Text | TX0007384656 | 7/1/2011 | Dex Media, Inc. |
Okanogan Valley / Grand Coulee Dam (077514) Methow Valley and Surrounding Area. | Text | TX0007309743 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
Omaha, NE Telephone Directory Issued June 2011 (044715 12535) | Text | TX0007383738 | 7/6/2011 |
Dex Media, Inc.
d/b/a Dex |
Ottumwa / Oskaloosa / Pella (026436) Including Agency, Albia, Batavia, Beacon, Bladensburg, Blakesburg , Bloomfield, Cedar, Chillicothe, Eddyville, Eldon, Fairfield, | Text | TX0007353133 | 3/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Fremont, Hedrick, Kirkville, University Park, Wright. | ||||
Payson, AZ / Pine / Strawberry, Christopher Creek, Kohls Ranch, Star Valley, Young Telephone Directory. | Text | TX0007332807 | 3/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Pendleton, OR, Athena, Weston, and Surrounding Area, Telephone Directory, 2011, 061338/061667. | Text | TX0007303981 | 2/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Phoenix Metro, AZ, Telephone Directory 003570A, 2011. | Text | TX0007349872 | 4/25/2011 | Dex Media, Inc. |
Portland, OR, Telephone Directory, 2011, 061702. | Text | TX0007459637 | 11/22/2011 | Dex Media, Inc. |
Prescott, AZ Bagdad, Chino Valley, Dewey, Humbolt, Mayer, Prescott Valley Telephone Directory 2011 003620. | Text | TX0007349935 | 2011-04-07 |
Dex Media, Inc.
d.b.a. Dex |
Prescott PLUS (108094) and Surrounding Area. | Text | TX0007452573 | 4/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Price-Helper, East Carbon, Emery County Towns, Green River, Hanksville, Hiawatha, Scofield Telephone Directory March 2011 (074710) | Text | TX0007332474 | 3/25/2011 |
Dex Media, Inc.
d.b.a. Dex |
Provo, UT Telephone Directory 074726, 2011 | Text | TX0007478101 | 1/3/2012 | Dex Media, Inc. |
Puyallup, WA and Surrounding Area Alder, Ashford, Bonney Lake, Buckley, Carbonado, Eatonville, Edgewood, Elbe, Graham, Lake Tapps, Orting, South Prairie, Sumner, Wilkeson Telephone Directory 077602. | Text | TX0007332810 | 3/17/2011 |
Dex Media, Inc.
d.b.a. Dex |
Red Wing, MN Telephone Directory 2011 (038605) Lake City, Wabasha and Surrounding Area. | Text | TX0007352718 | 4/29/2011 |
Dex Media, Inc.
d.b.a. Dex |
Rio Rancho, NM Albuquerque West Area Telephone Directory 2011 (048606) | Text | TX0007292226 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Rochester, MN and Surrounding Area, 2011 (109028) | Text | TX0007326662 | 3/9/2011 |
Dex Media, Inc.
d.b.a. Dex |
Rochester, MN, and Surrounding Area, Telephone Directory, 2011, 038617. | Text | TX0007329761 | 3/9/2011 |
Dex Media, Inc.
d.b.a. Dex |
Salem/Keizer OR, Directory 061772 June 2011. | Text | TX0007419084 | 6/20/2011 | Dex Media, Inc. |
Salt Lake City, UT Telephone Directory Issued September 2011 (074816 R7052) | Text | TX0007414802 | 9/6/2011 |
Dex Media, Inc.
d.b.a. Dex |
Santa Fe, NM Telephone Directory 2011 048692. | Text | TX0007374362 | 5/31/2011 | Dex Media, Inc. |
Scott County, IA Telephone Directory Issued October 2011 (026530 R1411) | Text | TX0007470841 | 11/14/2011 |
Dex Media, Inc.
d.b.a. Dex |
Scottsdale, AZ, Telephone Directory, 2011, 003745. | Text | TX0007444724 | 10/27/2011 | Dex Media, Inc. |
Seattle Metro, WA, Telephone Directory, 2011, 077678. | Text | TX0007403870 | 6/22/2011 | Dex Media, Inc. |
Shoptalk.dexone.com/social (Content) | Text | TX0007618486 | 7/5/2012 | Dex Media, Inc. |
Socorro, NM Bingham, Datil, Magdalena, Quemado Telephone Directory 2011 048809. | Text | TX0007345055 | 4/13/2011 |
Dex Media, Inc.
d.b.a. Dex |
Soda Springs, ID, and Surrounding Area, Telephone Directory, 2011, 017878. | Text | TX0007290335 | 1/28/2011 |
Dex Media, Inc.
d.b.a. Dex |
South Dakota / South Central (067651) Huron, Mitchell, Pierre Alexandria, Armour, Burke, Chamberlain, Corsica, De Smet, Emery, Fort Pierre, Fort Thompson, Gregory, Highmore, Kennebec, Kimball, Lake Andes, Lower Brule, Miller, Mission | Text | TX0007351609 | 3/21/2011 |
Dex Media, Inc.
d.b.a. Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
South King County, WA Telephone Directory 2011 077730. | Text | TX0007430342 | 9/12/2011 | Dex Media, Inc. |
South Valley Area (074861) Alpine, Alta-Snowbird, American Fork, Copperton, Cottonwood, Crescent, Draper, Highland, Lehi, Midvale, Murray, Riverton, Sandy, South Jordan, Union, West Jordan. | Text | TX0007298115 | 1/31/2011 |
Dex Media, Inc.
d.b.a. Dex |
Southeastern Idaho, ID Telephone Directory 2011 (104791 / 104792) | Text | TX0007300874 | 2/9/2011 |
Dex Media, Inc.
d.b.a. Dex |
Spokane, WA Telephone Directory 2011 077762. | Text | TX0007422120 | 9/16/2011 | Dex Media, Inc. |
St. Cloud, MN and Surrounding Area Telephone Directory 2011 38629. | Text | TX0007311011 | 2/23/2011 |
Dex Media, Inc.
d.b.a. Dex |
St. Cloud Regional, MN St. Cloud, Little Falls, Sauk Centre, Monticello / Big Lake and Surrounding Areas Telephone Directory 109317. | Text | TX0007311020 | 2/23/2011 |
Dex Media, Inc.
d.b.a. Dex |
St Paul, MN, Directory 038653 Oct, 2011. | Text | TX0007476963 | 10/5/2011 | Dex Media, Inc. |
Southeast St. Paul Suburbs, MN Telephone Directory Issued September 2011 (038648 R10206) | Text | TX0007433298 | 10/11/2011 |
Dex Media, Inc.
d.b.a. Dex |
Storm Lake, IA Cherokee Telephone Directory 2011 (026774) and Surrounding Area. | Text | TX0007351616 | 3/21/2011 |
Dex Media, Inc.
d.b.a. Dex |
Summerlin, NV, Directory 045828 Nov, 2011. | Text | TX0007452534 | 11/1/2011 | Dex Media, Inc. |
Sussex Countywide, NY Telephone Directory July 2011 (47452 | Text | TX0007452567 | 6/28/2011 |
ATT and Century Link -RH
Donnelley Inc., d.b.a. Dex Qwest-Dex Media, Inc. D/B/A Dex Print & Delivery Services |
Tacoma / Puyallup PLUS and Surrounding Area (104454) | Text | TX0007332518 | 3/25/2011 |
Dex Media, Inc.
d.b.a. Dex |
Tacoma, WA Telephone Directory 2011 077774. | Text | TX0007339517 | 3/21/2011 | Dex Media, Inc. |
Tuscon, AZ Telephone Directory September 2011 (003771 R15965) | Text | TX0007419376 | 9/2/2011 | Dex Media, Inc. |
Uintah Basin, UT Roosevelt, Vernal, Duchesne, Altamont, Flattop, Lapoint, Randlett, Neola, Tabiona, Fruitland,and Surrounding Areas COLORADO: Rangley, Dinosaur Telephone Directory 2011 074950. | Text | TX0007300880 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Wall Walla (077870) Dayton, Milton-Freewater, OR and Surrounding Area. | Text | TX0007452570 | 4/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
West Area, UT, Directory 103812 January, 2012. | Text | TX0007480391 | 1/6/2012 | Dex Media, Inc. |
Wickenburg, AZ Telephone Directory 2011 003820. | Text | TX0007300882 | 2/8/2011 |
Dex Media, Inc.
d.b.a. Dex |
Williston, ND Telephone Directory 2011 (055922) and Surrounding Area. | Text | TX0007352708 | 4/29/2011 |
Dex Media, Inc.
d.b.a. Dex |
Winslow, AZ Telephone Directory 2011 033870 Holbrook / Joseph City. | Text | TX0007352695 | 4/29/2011 |
Dex Media, Inc.
d.b.a. Dex |
Yuma Hyder-Dateland, Somerton, Welton, AZ Felicity, Winterhaven, CA March 2011 (003920) | Text | TX0007332925 | 3/7/2011 |
Dex Media, Inc.
d.b.a. Dex |
Yuma PLUS Hyder-Dateland, Somerton, Wellton, AZ Felicity, Winterhaven, CA March 2011 | Text | TX0007333026 | 3/7/2011 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
(108095) | d.b.a. Dex | |||
Ames Des Moines Plus and Surrounding Area (104642) | Text | TX0007566901 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Ames Story County Area, Alleman, Clemens, Colo, Gilbert, Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing (025051) | Text | TX0007566117 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Des Moines Ames PLUS and Surrounding Area (104451) | Text | TX0007566130 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Northern Colorado Plus, Greeley, Windsor, Fort Collins, Loveland, Berthoud, Estes Park (104614) | Text | TX0007566908 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Silver City/Deming Lordsburg Area (048770) | Text | TX0007566110 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Tuscon Plus and Surrounding Area (104399) | Text | TX0007593616 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Albert Lea Austin and Surrounding Area (038072) | Text | TX0007552195 | 6/20/2012 |
Dex Media, Inc.
d.b.a. Dex |
Albuquerque, NM Telephone Directory Issued January 2013 (048050 R3783) | Text | TX0007627719 | 12/28/2012 |
Dex Media, Inc.
d/b/a Dex |
Algona Humboldt and Surrounding Area (025030) | Text | TX0007560270 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Artesia and Surrounding Area (048127) | Text | TX0007556987 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Arvada Broomfield Westminster (008036) | Text | TX0007560942 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Aurora Montbello/DIA including Bennett, Byers, Eastern Centennial Green Valley Ranch, Strasburg, Watkins portions of East Denver (008299) | Text | TX0007560962 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Bemidji, Walker, Cass Lake and Surrounding Area (038084) | Text | TX0007570176 | 7/30/2012 |
Dex Media, Inc.
dba Dex |
Big Horn Basin (083036) | Text | TX0007570165 | 7/30/2012 |
Dex Media, Inc.
dba Dex |
Bozeman and Surrounding Area (042163) | Text | TX0007556964 | 6/19/2012 |
Dex Media, Inc.
d.b.a. Dex |
Brainerd Lakes and Surrounding Area (038120) | Text | TX0007552194 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Brigham City and Surrounding Area (074058) | Text | TX0007572376 | 8/9/2012 |
Dex Media, Inc.
dba Dex |
Buffalo/Big Lake Monticello and Surrounding Area (038144) | Text | TX0007618239 | 11/13/2012 |
Dex Media, Inc.
dba Dex |
Butte and Surrounding Area(042248) | Text | TX0007550938 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Canon City Florence/Hillside Penrose/Westcliffe and Surrounding Area(008156) | Text | TX0007555313 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Casper, WY, telephone directory, 2012, 083040. | Text | TX0007565803 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Central and Downtown Denver Including Capitol Hill, Cherry Creek, Highlands, Park Hill, Washington Park & other Denver County neighborhoods (008188) | Text | TX0007594732 | 7/16/2012 |
Dex Media, Inc.
dba Dex |
Central Oregon, OR Directory 061072, March, 2012. | Text | TX0007521922 | 4/9/2012 | Dex Media, Inc. |
Central Tucson, AZ Telephone Directory 003776, 2012. | Text | TX0007482728 | 1/17/2012 | Dex Media, Inc. |
Chisholm Hibbing and Surrounding Area (038180) | Text | TX0007603433 | 9/26/2012 |
Dex Media, Inc.
dba Dex |
City Central 1 (Content) | Text | TX0007608170 | 8/7/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
City Central 2 (Source Code) | Text | TX0007573221 | 7/31/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
Clackamas County, OR Directory 061649, February, 2012. | Text | TX0007508943 | 2/21/2012 | Dex Media, Inc. |
Cle Elum, Easton/Roslyn (077166) | Text | TX0007576375 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Clifton/Safford Duncan; Morenci; Pima; Thatcher; Virden, NM; York (003670) | Text | TX0007627770 | 11/26/2012 |
Dex Media, Inc.
dba Dex |
Cloquet/Barnum Carlton/Moose Lake(038076) | Text | TX0007555329 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Clovis/Portales and Surrounding Area(048244) | Text | TX0007550876 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Colorado Springs, CO, telephone directory, 2012, 008208. | Text | TX0007496510 | 1/27/2012 | Dex Media, Inc. |
Detroit Lakes and Surrounding Area (038212) | Text | TX0007560316 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Dex Mobile Website 1 (Content) | Computer File | TX0007618505 | 7/5/2012 | Dex Media, Inc. |
Dex Mobile Website (Source Code 1) /com/dexknows/mobile/controller/mobilecontroller.java. | Computer File | TX0007560021 | 6/29/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
Dex Mobile Website (Source Code 2) /com/dexknows/mobile/dao/mobiledaoimpl.java. | Computer File | TX0007560027 | 6/29/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
Dex Mobile Website (Source Code 3) /com/dexknows/mobile/service/mobileserviceimpl.java. | Computer File | TX0007661979 | 6/29/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
DexKnows.com 1 (Content) | Computer File | TX0007618593 | 7/5/2012 |
Dex Media, Inc.
R.H. Donnelley Inc. |
DexKnows.com 2 (Source Code) | Computer File | TX0007558539 | 6/29/2012 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
R.H. Donnelley Inc. | ||||
East County, OR, telephone directory, 2012, 061676. | Text | TX0007511233 | 3/7/2012 | Dex Media, Inc. |
East Tucson, AZ Telephone Directory 2012 003777. | Text | TX0007487974 | 1/17/2012 | Dex Media, Inc. |
East Valley, AZ Community Edition Telephone Directory Issued October 2012 (003421 R263) | Text | TX0007621636 | 11/5/2012 |
Dex Media, Inc.
d/b/a Dex |
Estes Park, Allenspark, Glen Haven and Surrounding Area (008312) | Text | TX0007552191 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Fargo/Moorhead Regional Plus (106374) | Text | TX0007555254 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Fergus Falls and Surrounding Area (038280) | Text | TX0007603414 | 9/26/2012 |
Dex Media, Inc.
dba Dex |
Florence, OR Directory 061267, Feb, 2012. | Text | TX0007494333 | 2/14/2012 | Dex Media, Inc. |
Forest Lake Area (038292) | Text | TX0007611524 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Fort Collins (008364) | Text | TX0007559815 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Glasgow, MT, and Northeastern Montana, Telephone Directory, Issued September 2012 (042768) | Text | TX0007596443 | 10/1/2012 |
Dex Media, Inc.
dba Dex |
Globe/Miami Superior and Surrounding Area (003320) | Text | TX0007555265 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Grafton and Surrounding Area (055315) | Text | TX0007560280 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Grand County Winter Park (008442) | Text | TX0007611573 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Grand Rapids and Surrounding Area (038328) | Text | TX0007611522 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Great Falls and Surrounding Area (042802/042803) | Text | TX0007592562 | 9/11/2012 |
Dex Media, Inc.
dba Dex |
Greater Eastside, WA, Including Bellevue, Bothell, Duvall, Issaquah, Juanita, Kenmore, Kirkland, Mercer Island, Redmond, Sammamish, Snoqualmie Valley, Woodinville, Telephone Directory, Issued September 2012 (110077) | Text | TX0007597512 | 10/5/2012 |
Dex Media, Inc.
d.b.a. Dex |
Greater Southwest Valley Arlington, Avondale, Buckeye, Cashion, Goodyear, Komatke, Laveen, Litchfield Park, Maricopa, Palo Verde, Piedra, Sentinel, Theba, Tolleson, Tonopah, Wintersburg (003070) | Text | TX0007614694 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Greater Westside, OR Telephone Directory 2012 061068. | Text | TX0007509152 | 3/7/2012 | Dex Media, Inc. |
Greeley/Windsor Includes Business Listings for Fort Collins, Loveland and Surrounding Area (008494) | Text | TX0007614684 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Gunnison Crested Butte, Lake City, Mt. Crested Butte (008520) | Text | TX0007637517 | 12/3/2012 | Dex Media, Inc. |
Helena and Surrounding Area(042904) | Text | TX0007555334 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Iowa City and Surrounding Areas (025933) | Text | TX0007627635 | 11/26/2012 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Iowa City Cedar Rapids Plus and Surrounding Areas (109311) | Text | TX0007627637 | 11/26/2012 |
Dex Media, Inc.
dba Dex |
Iowa Falls Hampton and Surrounding Area(025953) | Text | TX0007555338 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Jackson Hole Grand Teton and Yellowstone National Parks; Star Valley, WY Teton Valley, ID; West Yellowstone and Surrounding Areas (083950) | Text | TX0007557000 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Kissimmee, FL Telephone Directory April 2012 (12469) | Text | TX0007522535 | 4/10/2012 | Dex Media, Inc. |
Kitsap Peninusula, Allyn, Anderson Island, Bangor, Belfair, Bremerton, Dewatto, Gig Harbor, Hansville, Indianola, Keyport Kingston, Lake Bay, Port Gamble, Port Orchard Poulsbo, Seabeck, Silverdale, Suquamish, Tahuya (077075) | Text | TX0007570172 | 7/30/2012 |
Dex Media, Inc.
dba Dex |
Lakewood Golden Wheat Ridge Including Applewood, Bear Valley, Coal Creek Canyon, Edgewater, Green Mountain, portions of SW Denver (008949 | Text | TX0007594728 | 7/16/2012 |
Dex Media, Inc.
dba Dex |
Las Cruces Mini and Surrounding Area(107992) | Text | TX0007555326 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Le Sueur St. Peter and Surrounding Area (038665) | Text | TX0007552192 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Lewistown and Surrounding Area (043010) | Text | TX0007576377 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Litchfield Montevideo Willmar and Surrounding Area (038420) | Text | TX0007594724 | 7/16/2012 |
Dex Media, Inc.
dba Dex |
Longmont(008702) | Text | TX0007550881 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Lower Yakima Valley,WA Telephone Directory, 2012, 077422. | Text | TX0007505955 | 3/7/2012 | Dex Media, Inc. |
Marshalltown and Surrounding Area (026158) | Text | TX0007560192 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Mohave County Colorado River Area and Surrounding Area (003431) | Text | TX0007583645 | 9/4/2012 |
Dex Media, Inc.
dba Dex |
Montrose Delta Telluride and Surrounding Area (008750) | Text | TX0007560176 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Morris and Surrounding Area (038497) | Text | TX0007556978 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Moses Lake Ephrata, Othello (including Royal City) Ritzville and Surrounding Area (077470) | Text | TX0007611238 | 11/7/2012 |
Dex Media, Inc.
dba Dex |
North Dakota South Central Jamestown, Valley City and Surrounding Area (055829) | Text | TX0007552196 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
North Tucson, AZ Telephone Directory 003778, 2012. | Text | TX0007482729 | 1/17/2012 | Dex Media, Inc. |
Northeastern Wyoming and Surrounding Area (083533) | Text | TX0007611243 | 11/7/2012 |
Dex Media, Inc.
dba Dex |
Northern Colorado Plus, Greeley, Windsor, Fort Collins, Loveland, Berthoud, Estes Park (104614) | Text | TX0007614687 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Ogden, UT Directory 074614, June, 2012. | Text | TX0007562316 | 6/22/2012 | Dex Media, Inc. |
Olympia/Lacey Tumwater and Surrounding Area Includes Shelton White Pages (077526) | Text | TX0007614698 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Olympia Shelton Plus and Surrounding Area (104723) | Text | TX0007614691 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Omaha, NE Telephone Directory Issued June 2012 (044715 R12535) | Text | TX0007573440 | 7/27/2012 |
Dex Media, Inc.
d/b/a Dex |
Ontario Payette and Surrounding Area (017682) | Text | TX0007565826 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Park Rapids Staples/Wadena and Surrounding Area (038761) | Text | TX0007570180 | 7/30/2012 |
Dex Media, Inc.
dba Dex |
Payette Ontario and Surrounding Area (017682) | Text | TX0007560294 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Payson/Pine Strawberry(003545) | Text | TX0007555340 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Phoenix Metro, AZ Telephone Directory 2012 003570. | Text | TX0007521125 | 4/23/2012 | Dex Media, Inc. |
Prescott Plus and Surrounding Area (108094) | Text | TX0007555269 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Price-Helper (074710) | Text | TX0007556083 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Puyallup(077602) | Text | TX0007555342 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Salem Dallas Woodburn (104400) | Text | TX0007555761 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Salem, OR. Directory 061772, June, 2012. | Text | TX0007558664 | 6/29/2012 | Dex Media, Inc. |
Salt Lake City and Surrounding Area (109873) | Text | TX0007592642 | 9/11/2012 |
Dex Media, Inc.
dba Dex |
Santa Fe and Surrounding Area (104956) | Text | TX0007560306 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Santa Fe,NM Directory 048692, May, 2012. | Text | TX0007554389 | 6/5/2012 | Dex Media, Inc. |
Sarpy County Bellevue, Cedar Creek, Gretna, La Platte La Vista, Louisville, Manley, Millard, Murray Mynard, Offutt AFB, Papillion, Plattsmouth Ralston, Richfield, Springfield (044720) | Text | TX0007560905 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Scott County, IA Telephone Directory Issued October 2012 (026530 R1411) | Text | TX0007618376 | 11/5/2012 |
Dex Media, Inc.
dba Dex |
Seattle Serving King County and South Snohomish County (109875) | Text | TX0007555750 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Seattle, WA Directory 077678, June, 2012. | Text | TX0007559677 | 6/28/2012 | Dex Media, Inc. |
Shelton and Surrounding Area (077702) | Text | TX0007614689 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Shenandoah Red Oak, Bedford, Clarinda, College Springs, Corning, Creston, Essex, Farragut, Griswold, Hamburg, New Market, Nodaway, Northboro, Percival, Riverton, Shambaugh, | Text | TX0007629106 | 11/26/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Sidney, Stanton, Tabor, Thurman, Villisca, Yorktown (026671) | ||||
Sidney/Kimball Broadwater, Brownson, Bushnell, Chappell, Colton, Dalton, Dix, Gurley, Harrisburg, Kimball City, Lodgepole, Lorenzo, Potter, Sunol (044824) | Text | TX0007572364 | 8/9/2012 |
Dex Media, Inc.
dba Dex |
Silver City/Deming Lordsburg Area (048770) | Text | TX0007618243 | 11/13/2012 |
Dex Media, Inc.
dba Dex |
Sioux City, North Sioux City, South Sioux City, Dakota Dunes, Akron, Correctionville, Dakota CIty, Denison, Dow City, Dunlap, Elk Point, Hawarden, Hospers, Ida Grove, Jefferson, Kingsley, Le Mars, Manilla, Mapleton, Moville, Onawa, Ponca, Remsen, Salix, Sergeant Bluff, Sloan, Whiting, Winnebago (026712) | Text | TX0007611583 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Sioux Falls, Alcester, Baltic, Beresford, Brandon, Brookings, Canton, Crooks, Dell Rapids, Flandreau, Garretson, Harrisburg, Hartford, Inwood, Luverne, Madison, Parker, Salem, Tea, Worthing, and Surrounding Area (067640) | Text | TX0007572319 | 8/9/2012 |
Dex Media, Inc.
dba Dex |
Sioux Falls Regional Plus, Beresford, Brandon, Brookings, Canton Dell Rapids, Flandreau, Freeman, Hartford Luverne, Madison, Salem, Tea, Vermillion Yankton and Surrounding Area (105555) | Text | TX0007572335 | 8/9/2012 |
Dex Media, Inc.
dba Dex |
Siouxland North, Alcester, Alvord, Ashton, Beresford, Boyden, Canton, Doon, Fairview, George, Hudson, Hull, Inwood, Larchwood, Lester, Little Rock, Orange City, Rock Rapids, Rock Valley, Sanborn, Sheldon, Sibley, Sioux Center, Worthing (026715) | Text | TX0007611579 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Socorro(048809) | Text | TX0007555321 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
South King County and Surrounding Area (110076) | Text | TX0007592550 | 9/11/2012 |
Dex Media, Inc.
dba Dex |
Spencer and Iowa Great Lake and Surrounding Area (025955) | Text | TX0007560246 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Spokane Coeur d’Alene Spokane Valley Plus (104398) | Text | TX0007603757 | 9/20/2012 | Dex Media, Inc. |
St. Croix Valley (038633) | Text | TX0007611576 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
St. Helens (061755) and Surrounding Area including Clatskanie, Columbia City Deer Island, Rainier, Scappoose Vernonia, Warren. | Text | TX0007553180 | 6/14/2012 | Dex Media, Inc. |
St. Paul Plus and surrounding Twin Cities area (104384) | Text | TX0007596736 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Storm Lake Cherokee and Surrounding Area (026774) | Text | TX0007560255 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Tacoma Puyallup and Surrounding Area(104454) | Text | TX0007555309 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Tacoma, WA Telephone Directory, 2012 07774. | Text | TX0007518727 | 3/20/2012 | Dex Media, Inc. |
Tri-Cities Regional Kennewick, Pasco, Richland (077538) | Text | TX0007576381 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Tri-Cities Yakima Valley Plus and Surrounding Area (104608) | Text | TX0007576380 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Tucson and Surrounding Area (109872) | Text | TX0007603761 | 9/20/2012 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Twin Ports(038727) | Text | TX0007555336 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Wahpeton Breckenridge and Surrounding Area (055879) | Text | TX0007603423 | 9/26/2012 |
Dex Media, Inc.
dba Dex |
Walla Walla (077870) | Text | TX0007559793 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
White Bear Lake Area (038814) | Text | TX0007611525 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Yankton, Avon, Burbank, Fordyce, Gayville, Kaylor, Lesterville, Meckling, Mission Hill, Saint Helena, Scotland, Springfield, Tabor, Tyndall, Utica, Vermillion, Volin, Wakonda, Wynot (067780) | Text | TX0007618245 | 11/13/2012 |
Dex Media, Inc.
dba Dex |
Yuma (108095) | Text | TX0007555311 | 6/19/2012 |
Dex Media, Inc.
dba Dex |
Metro Denver, CO A-Z Telephone Directory Issued December2012 (008260 R762) | Text | TX0007649681 | 1/9/2013 |
Dex Media, Inc.
dba Dex |
Minneapoilis, MN A-Z Telephone Directory Issued April 2012 (038473 R2871) | Text | TX0007544461 | 6/1/2012 |
Dex Media, Inc.
d/b/a Dex |
Southeast St. Paul Suburbs, MN Telephone Directory Issued September 2012 (038648 R10206) | Text | TX0007599197 | 10/12/2012 |
Dex Media, Inc.
dba Dex |
Aberdeen, Bowdle, Britton, Dupree, Eagle Butte, Eureka, Gettysburg, Groton, Herreid, Ipswich, Lemmon, Leola, McLaughlin, Mobridge, Redfield, Roscoe, Selby, Timber Lake, Warner, Waubay, Webster and Surrounding Area (067010) | Text | TX0007592715 | 9/18/2012 |
Dex Media, Inc.
dba Dex |
Alamosa and Surrounding Area 2012 (008026) | Text | TX0007559630 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Albany and Surrounding Area Alphabetical listings for Corvallis and Surrounding Area follow Albany White Pages (061010) | Text | TX0007603240 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Albany Corvallis Plus and Surrounding Areas (109305) | Text | TX0007603238 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Ames-Boone Plus and Surrounding Area (104642) | Text | TX0007628203 | 2012-11-23 |
Dex Media, Inc.
dba Dex |
Ames Story County Area Alleman, Clemens, Colo, Gilbert, Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing (025051) | Text | TX0007628191 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Aspen Glenwood Springs and Surrounding Area (008045) | Text | TX0007611381 | 10/25/2012 |
Dex Media, Inc.
dba Dex |
Bainbridge Island Poulsbo and Suquamish included in the Yellow Pages (077036) | Text | TX0007591462 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Bellingham Whatcom County(077062) | Text | TX0007555515 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Bismarck Mandan and Surrounding Area (055010) | Text | TX0007624322 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Blackfoot Shelley (017094) | Text | TX0007589280 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Boone Dana, Grand Junction and Surrounding Area (025194) | Text | TX0007628215 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Cache Valley (074063) | Text | TX0007589038 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Central Nebraska Regional, Grank Island, Hastings, Kearney, Alma, Ansley, Aurora, Ayr, Broken Bow, Cairo, Cedar Rapids, Dunning, Fullerton, Genoa, Gibbon, Grafton, Hazard, Heartwell, Holdrege, Loup City, Minden, Ord, Osceola, Polk, Ravenna, Red Cloud, Republican City, Rosemont, Saint Paul, Shelton, Silver Creek, Spalding, Taylor, Wood River and Surrounding Communities (044512/044513) | Text | TX0007566899 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Centralia/Chehalis Serving Lewis County (077114) | Text | TX0007649201 | 12/28/2012 |
Dex Media, Inc.
dba Dex |
Colville and Surrounding Area (077190) | Text | TX0007603243 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Corvallis Albany Plus and Surrounding Areas (109306) | Text | TX0007603236 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Corvallis and Surrounding Area Alphabetical listings for Albany and Surrounding Area follow Corvallis White Pages (061195) | Text | TX0007603241 | 10/11/2012 |
Dex Media, Inc.
dba Dex |
Council Bluffs Avoca, Carson, Carter Lake, Crescent, Glenwood, Hancock, Harlan, Hastings, Henderson, Honey Creek, La Grange Township, Logan, Macedonia, Magnolia, Malvern, Manawa, McClelland, Minden, Mineola, Missouri Valley, Modale, Mondamin, Neola, Oakland, Pacific Junction, Panama, Persia, Pisgah, Portsmouth, Shelby, Silver City, Tennant, Treynor, Underwood, Walnut, Woodbine (025399) | Text | TX0007559725 | 7/6/2012 |
Dex Media, Inc.
dba Dex |
Council Bluffs Plus Avoca, Carson, Carter Lake, Crescent, Glenwood, Hancock, Harlan, Hastings, Henderson, Honey Creek, Logan, Macedonia, Magnolia, Malvern, McClelland, Minden, Mineola, Missouri Valley, Modale, Mondamin, Neola, Oakland, Pacific Junction, Persia, Pisgah, Portsmouth, Shelby, Silver City, Treynor, Underwood, Walnut, Woodbine (104386) | Text | TX0007560964 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Craig/Meeker Steamboat Springs and Surrounding Area (008221) | Text | TX0007577662 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Denver Plus Covering the Metro Area (105771) | Text | TX0007639559 | 1/11/2013 |
Dex Media, Inc.
dba Dex |
Des Moines Plus and Surrounding Area (104451) | Text | TX0007628194 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Dubuque IOWA: Bellevue, Cascade, Dyersville, Epworth, Holly Cross, La Motte, Manchester ILLNOIS: East Dubuque, Galena WISCONSIN: Dickeyville, Fairplay, Platteville (025543) | Text | TX0007591420 | 9/7/2012 |
Dex Media, Inc.
dba Dex |
Durango/Cortez Pagosa Springs (008286) and Southwestern Colorado. | Text | TX0007557879 | 6/22/2012 |
Dex Media, Inc.
dba Dex |
Eastern Montana (043180) | Text | TX0007649196 | 12/28/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Englewood/Littleton Centennial/Lone Tree Highlands Ranch South Metro Denver (008819) | Text | TX0007594737 | 7/16/2012 |
Dex Media, Inc.
dba Dex |
Eugene Springfield Plus and Surrounding Area (104390) | Text | TX0007589306 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Evanston Kemmerer and Surrounding Area (083210) | Text | TX0007620596 | 10/22/2012 |
Dex Media, Inc.
dba Dex |
Fargo/Moorhead and Surrounding Area(055272) | Text | TX0007564620 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Fremont, Ames, Arlington, Blair, Cedar Bluffs, Clarkson, Colon, Columbus, Craig, Decatur, Dodge, Fontanelle, herman, Hooper, Howells, Kennard, Leigh, Leshara, Linwood, Lyons, Malmo, Mead, Morse Bluff, Nickerson, North Bend, Oakland, Prague, Richland, Rogers, Rosalie, Schuyler, Scribner, Snyder, Swedeburg, Tekamah, Uehling, Valley, Wahoo, West Point, Weston, Winslow, Yutan (044276) | Text | TX0007566897 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Gallup/Grants Laguna Acoma Sanders, AZ and Surrounding Area(048302) | Text | TX0007555502 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Glacial Lakes Watertown,Ortonville, Appleton, Arlington, Big Stone City, Browns Valley, Canby, Castlewood, Clark, Clear Lake, Clinton, De Smet, Estelline, Gary, Graceville, Hayti, Lake Norden, Lake Preston, Madison, Milbank, Rosholt, Sisseton, Volga, Waubay, Waverly, Webster, Wheaton, Wilmot and Surrounding Area (067521) | Text | TX0007646758 | 12/28/2012 |
Dex Media, Inc.
dba Dex |
Glenwood Starbuck and Surrounding Area (038316) | Text | TX0007623856 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Grand Forks East Grand Forks and Surrounding Area (055338) | Text | TX0007589043 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Grand Rapids and Surrounding Area (038328) | Text | TX0007592937 | 9/10/2012 |
Dex Media, Inc.
dba Dex |
Grants Pass Medford Plus and Surrounding Area (104388) | Text | TX0007591465 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Grants Pass Rogue River and Surrounding Area Medford business listings follow Grants Pass White Pages (061282) | Text | TX0007559631 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Greater Albuquerque Mini (104580) | Text | TX0007684633 | 8/30/2012 |
Dex Media, Inc.
dba Dex |
Idaho Springs, Black Hawk, Central City, Empire, Georgetown, Silver Plume (008572) | Text | TX0007566121 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Jackson/Windom, Bingham Lake, Butterfield, Ceylon, Comfrey, Dunnell, Fairmont, Heron Lake, Jeffers, Lakefield, Madelia, Mountain Lake, Okabena, Round Lake, Saint James, Sherburn, Storden, Trimont, Truman, Welcome, WIlder, Worthington (038833) | Text | TX0007623805 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Klamath Falls including Lake County and Surrounding Area (061352) | Text | TX0007589040 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
La Junta and Surrounding Area (008624) | Text | TX0007557993 | 6/22/2012 |
Dex Media, Inc.
dba Dex |
Lamar (008650) and Surrounding Area. | Text | TX0007557991 | 6/22/2012 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Laramie Rock River (083445) | Text | TX0007624371 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Las Vegas/Raton and Surrounding Area (048458) | Text | TX0007591419 | 9/7/2012 |
Dex Media, Inc.
dba Dex |
Los Lunas Belen, Bosque Farms, Isleta (048166) | Text | TX0007594741 | 7/16/2012 |
Dex Media, Inc.
dba Dex |
Mason City, Charles City, Clear Lake (026179) including Forest City, Garner, Northwood Osage and Surrounding Area. | Text | TX0007560915 | 6/8/2012 |
Dex Media, Inc.
dba Dex |
Minnesota Southwest Adrian, Clarkfield, Fairfax, Fulda, Granite Falls, Ivanhoe, Lake Benton, Luverne, Marshall, Minnesota, Morgan, Pipestone, Redwood Falls, Slayton, Springfield, Tracy, Tyler, Wabasso and Surrounding Area (038483) | Text | TX0007623902 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Nampa/Caldwell and Surrounding Area (017622) | Text | TX0007591464 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Nogales/Rio Rico Amado, Arivaca, Canelo, Carmen, Elgin, Green Valley, Patagonia, Sahuarita, Sonoita, Tubac, Tumcacacori (003470) | Text | TX0007630751 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Norfolk Albion, Bancroft, Boone, Clearwater, Crofton, Monroe, Neligh, Niobrara, Pender, Petersburg, Platte Center, Verdigre, Waterbury, Wayne, West Point, Wisner and Surrounding Area (044605) | Text | TX0007578332 | 8/16/2012 |
Dex Media, Inc.
dba Dex |
Northeast Colorado Akron Brush Fleming Fort Morgan Haxtun Holyoke Julesburg Log Lane Village Otis Sterling Wiggins Wray Yuma (008858) | Text | TX0007557853 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Northern Oregon Coast(061037) | Text | TX0007567754 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Northglenn Thornton Commerce City including Eastlake, Federal Heights Henderson, portions of North Denver (008767) | Text | TX0007559734 | 7/6/2012 |
Dex Media, Inc.
dba Dex |
Ogden Davis County Plus (104389) | Text | TX0007591467 | 7/5/2012 |
Dex Media, Inc.
dba Dex |
Omaha Plus Bellevue, Bennington, Boys Town, Carter Lake, Cedar Creek, Elkhorn, Florence, Gretna, La Platte, La Vista, Louisville, Manley, Millard, Murray, Mynard, Offutt AFB, Papillion, Plattsmouth, Ralston, Richfield, Springfield, Valley, Washington, Waterloo (104385) | Text | TX0007559786 | 7/6/2012 |
Dex Media, Inc.
dba Dex |
O’Neill, Valentine, Ainsworth, Atkinson, Bartlett, Bassett, Butte, Crookston, Emmet, Ewing, Halsey, Inman, Long Pine, Lynch, Orchard, Royal, Spencer, Springview, Stuart, Thedford, Verdel, Wood Lake (044622) | Text | TX0007611364 | 2012-10-25 |
Dex Media, Inc.
dba Dex |
Ottumwa Oskaloosa/Pella(026436) | Text | TX0007555512 | 6/13/2012 |
Dex Media, Inc.
dba Dex |
Park City Heber City Coalville, Kamas, Oakley (074266) | Text | TX0007630747 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Phoenix Metro Plus(104364) | Text | TX0007567752 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Pocatello and Surrounding Area 2012 (017696) | Text | TX0007559633 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Port Angeles/Sequim North Olympic Peninsula (077550) | Text | TX0007623925 | 12/14/2012 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Port Townsend Port Ludlow Brinnon, Center, Chimacum, Quilcene (077562) | Text | TX0007623895 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Portland Mini (110074) | Text | TX0007623882 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Provo/Orem Plus and Surrounding Area (104577) | Text | TX0007649207 | 12/28/2012 |
Dex Media, Inc.
dba Dex |
Pueblo and Surrounding Area (008780) | Text | TX0007557836 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Rochester and Surrounding Area (038617) | Text | TX0007566094 | 7/12/2012 |
Dex Media, Inc.
dba Dex |
Rochester Plus and Surrounding Area (109028) | Text | TX0007566904 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Rock Springs Green River Farson/Pinedale (083655) | Text | TX0007619488 | 11/2/2012 |
Dex Media, Inc.
dba Dex |
Roseburg and Surrounding Area (061737) | Text | TX0007623910 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Roswell and Surrounding Area (048614) | Text | TX0007557851 | 6/27/2012 |
Dex Media, Inc.
dba Dex |
Sauk Centre (038677) and Surrounding Area. | Text | TX0007560657 | 6/7/2012 |
Dex Media, Inc.
dba Dex |
South Jeffco Columbine Valley including Govenor’s Ranch, Ken Caryl Ranch Roxborough Park, Southwest Denver Southwest Littleton, Southwest Plaza, Bow Mar (008185) | Text | TX0007559781 | 7/6/2012 |
Dex Media, Inc.
dba Dex |
South Metro (038149) | Text | TX0007611422 | 10/25/2012 |
Dex Media, Inc.
dba Dex |
South Valley Area, Alpine, Alta-Snowbird, American Fork, Copperton, Cottonwood, Crescent, Draper, Highland, Lehi, Midvale, Murray, Riverton, Sandy, South Jordan, Union, West Jordan (074861) | Text | TX0007589028 | 8/20/2012 |
Dex Media, Inc.
dba Dex |
Taos and Surrounding Area (048838) | Text | TX0007566905 | 7/20/2012 |
Dex Media, Inc.
dba Dex |
Tooele UTAH: Dugway, Grantsville, Ibapah, Rush Valley-Terra, Stockton, Vernon, Wendover NEVADA: Pilot Valley, Wendover, Western Wendover (074918) | Text | TX0007630709 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Tucumcari Conchas Dam, Logan, Nara Visa, San Jon (048916) | Text | TX0007611387 | 10/25/2012 |
Dex Media, Inc.
dba Dex |
Twin Ports Regional Plus(109351) | Text | TX0007567759 | 6/20/2012 |
Dex Media, Inc.
dba Dex |
Vail/Leadville Summit County and Surrounding Area (008676) | Text | TX0007628198 | 11/23/2012 |
Dex Media, Inc.
dba Dex |
Virginia, Bear River, Biwabik, Cook, Crane Lake, Ely, Eveleth, Gilbert, Greaney, McKinley, Mountain Iron, Orr (038737) | Text | TX0007620600 | 10/22/2012 |
Dex Media, Inc.
dba Dex |
Walsenburg Gardner/La Veta Cuchara (008936) | Text | TX0007557988 | 6/22/2012 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Waterloo, Cedar Falls, Oelwein, Independence, Waverly and Surrounding Area (026897) | Text | TX0007557887 | 6/22/2012 |
Dex Media, Inc.
dba Dex |
Webster City, Clarion, Eagle Grove (026938) | Text | TX0007646760 | 12/28/2012 |
Dex Media, Inc.
dba Dex |
West Central Nebraska Arapahoe, Arnold, Arthur, Beaver City, Benkelman, Big Springs, Brule, Cambridge, Cozad, Curtis, Elwood, Eustis, Gothenburg, Grant, Hayes Center, Hershey, Imperial, Indianola, Lewellen, Lexington, McCook, North Platte, Ogallala, Oshkosh, Overton, Paxton, Stapleton, Sutherland, Trenton, Wauneta (044641) | Text | TX0007624339 | 12/14/2012 |
Dex Media, Inc.
dba Dex |
Winona and Surrounding Area (038851) | Text | TX0007620602 | 10/22/2012 |
Dex Media, Inc.
dba Dex |
Yakima Valley and Surrounding Area (077930) | Text | TX0007661419 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
Yakima Valley Plus and Surrounding Area (104609) | Text | TX0007661408 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
Aberdeen/Hoquiam/Raymond/South Bend (077010) | Text | TX0007715172 | 4/18/2013 |
Dex Media, Inc.
dba Dex |
Alamosa and Surrounding Area 2013 (008026 | Text | TX0007735926 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Albany, OR, and Surrounding Area Alphabetical Listings for Corvallis and Surrounding Area follow Albany White Pages, 2013, (61010) | Text | TX0007792085 | 10/21/2013 |
Dex Media, Inc.
dba Dex |
Albert Lea Austin and Surrounding Area 2013 (038072) | Text | TX0007735928 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Alliance/Chadron, Allen, Antioch, Ashby, Bayard, Bridgeport, Clinton, Crawford, Gering, Gordon, Harrison, Hay Springs, Hemingford, Hyannis, Lakeside, Merriman, Mitchell, Oglala, Pine Ridge, Porcupine, Rushville, Scottsbluff, Whitman, Wounded Knee and Surrounding Area (044549) | Text | TX0007678022 | 2/22/2013 |
Dex Media, Inc.
dba Dex |
Aspen Glenwood Springs and Surrounding Area (008045) | Text | TX0007807225 | 11/4/2013 |
Dex Media, Inc.
dba Dex |
Baker City La Grande Areas (061055) | Text | TX0007750976 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Bellingham Whatcom County, Acme, Birch Bay, Blaine, Custer, Deming, Everson, Ferndale, Glacier, Laurel, Lummi Island, Lynden, Maple Falls, Nooksack, Point Roberts, Sumas (077062) | Text | TX0007672604 | 3/12/2013 |
Dex Media, Inc.
dba Dex |
Bemidji Walker, Cass Lake and Surrounding Area (038084) | Text | TX0007761309 | 12/2/2013 |
Dex Media, Inc.
dba Dex |
Big Horn Basin (083036) | Text | TX0007755355 | 7/25/2013 |
Dex Media, Inc.
dba Dex |
Blackfoot Shelley (017094) | Text | TX0007762363 | 8/19/2013 |
Dex Media, Inc.
dba Dex |
Bozeman and Surrounding Area 2013 (042163) | Text | TX0007735937 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Brainerd Lakes and Surronding Area 2013 (038120) | Text | TX0007735931 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Burlington Mt. Pleasant Danville, Dodgeville, Kingston, Mediapolis, Morning Sun, Sperry and Surrounding Area (025215) | Text | TX0007666633 | 1/23/2013 |
Dex Media, Inc.
dba Dex |
Butte and Surrounding Area (042248) | Text | TX0007725476 | 5/13/2013 |
Dex Media, Inc.
dba Dex |
Cache Valley, ID, Including Franklin County, Telephone Directory, Issued August 2013 (074063) | Text | TX0007762389 | 8/26/2013 |
Dex Media, Inc.
dba Dex |
Carroll, IA, Glidden Halbur, Ralston, Telephone Directory, Issued January 2013 (025235) | Text | TX0007660184 | 1/17/2013 | Dex Media, Inc. |
Cedar Rapids Iowa City Plus and Surrounding Areas (105483) | Text | TX0007717219 | 4/29/2013 |
Dex Media, Inc.
dba Dex |
Cedar Rapids, Marion, Vinton, Hiawatha, Anamosa, Monticello and Surrounding Area (025256) | Text | TX0007717217 | 4/29/2013 |
Dex Media, Inc.
dba Dex |
Central Oregon, Bend, Black Butte, Camp Sherman, La Pine, Madras, Prineville, Redmond, Sisters, Sunriver (061072) | Text | TX0007693604 | 4/1/2013 |
Dex Media, Inc.
dba Dex |
Central Oregon Coast Including Depoe Bay, Lincoln City, Newport, Pacific City, Waldport (061580) | Text | TX0007672588 | 3/12/2013 |
Dex Media, Inc.
dba Dex |
Central Oregon Plus, Bend, Black Butte, Camp Sherman, La Pine, Madras, Prineville, Redmond, Sisters, Sunriver (104383) | Text | TX0007693598 | 4/1/2013 |
Dex Media, Inc.
dba Dex |
Central/Southwest Tucson Area City of South Tucson, Sells, Southwest, Three Points (003776) | Text | TX0007647477 | 1/24/2013 |
Dex Media, Inc.
dba Dex |
Cheyenne and Surrounding Area (083125) | Text | TX0007714581 | 4/18/2013 |
Dex Media, Inc.
dba Dex |
Clifton/Safford Duncan; Morenci; Pima Thatcher; Virden, NM; York (003670) | Text | TX0007820823 | 1/8/2014 |
Dex Media, Inc.
dba Dex |
Clinton Camanche Maquoketa and Surrounding Area (025338) | Text | TX0007717354 | 4/29/2013 |
Dex Media, Inc.
dba Dex |
Cloquet, Barnum, Carlton, Moose Lake including Brimson, Brookston, Cotton (038076) | Text | TX0007723590 | 6/6/2013 |
Dex Media, Inc.
dba Dex |
Colorado Springs and the Pikes Peak Region (008208) | Text | TX0007674476 | 1/31/2013 |
Dex Media, Inc.
dba Dex |
Colorado Springs Plus and the Pikes Peak Region (104579) | Text | TX0007674424 | 1/31/2013 |
Dex Media, Inc.
dba Dex |
Corvallis Albany, OR, and Surrounding Areas, telephone directory, 2013 (109306) | Text | TX0007791998 | 10/21/2013 |
Dex Media, Inc.
dba Dex |
Craig/Meeker Steamboat Springs and Surrounding Area (008221) | Text | TX0007766504 | 8/16/2013 |
Dex Media, Inc.
dba Dex |
Decorah/Elkader West Union and Surrounding Area including Lansing, Waukon (025441) | Text | TX0007666626 | 1/23/2013 |
Dex Media, Inc.
dba Dex |
Dubuque IOWA: Bellevue, Cascade, Dyersville, Epworth, Holy Cross, La Motte, Manchester ILLINOIS: East Dubuque, Galena WISCONSIN: Dickeyville, Fairplay, Platteville (025543) | Text | TX0007777582 | 9/3/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Eugene/Springfield Lane County (061265) | Text | TX0007762225 | 8/26/2013 |
Dex Media, Inc.
dba Dex |
Eugene Springfield Plus and Surrounding Area (104390) | Text | TX0007762231 | 8/26/2013 |
Dex Media, Inc.
dba Dex |
Evanston Kemmerer and Surrounding Area Telephone Directory 2013 (083210 | Text | TX0007795370 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Fairbault/Northfield Owatonna/Waseca, MN and Surrounding Area Telephone Directory 2013 (038557) | Text | TX0007789950 | 10/25/2013 |
Dex Media, Inc.
dba Dex |
Farmington Aztec/Bloomfield Blanco, Flora Vista, Shiprock and Surrounding Area (048283) | Text | TX0007673620 | 2/15/2013 |
Dex Media, Inc.
dba Dex |
Florence Mapleton, Reedsport, Yachats and Surrounding Area (061267) | Text | TX0007670965 | 2/15/2013 |
Dex Media, Inc.
dba Dex |
Fort Collins and Surrounding Area Including Business Listings for Greeley, Windsor, Loveland and Surrounding Areas (008364) | Text | TX0007676220 | 4/12/2013 |
Dex Media, Inc.
dba Dex |
Fort Madison Keokuk, Denmark, Montrose, West Point, Wever (025707) | Text | TX0007673218 | 2/11/2013 |
Dex Media, Inc.
dba Dex |
Gallup/Grants, Laguna Acoma, NM, Sanders, AZ and Surrounding Area (048302) | Text | TX0007672628 | 3/15/2013 |
Dex Media, Inc.
dba Dex |
Globe, AZ, Miami, Superior and Surrounding Area, Telephone Directory, Issued March 2013 (003320) | Text | TX0007702371 | 3/29/2013 |
Dex Media, Inc.
dba Dex |
Grand County Winter Park, CO Telephone Directory 2013 (008442) | Text | TX0007789711 | 10/25/2013 |
Dex Media, Inc.
dba Dex |
Grand Junction, Clifton, Collbran, Debeque, Delta, Fruita, Palisade, Moab, UT and Surrounding Area (008468) | Text | TX0007700023 | 4/3/2013 |
Dex Media, Inc.
dba Dex |
Great Falls, MT, and Surrounding Area, Telephone Directory, issued September 2013 (042802/042803) | Text | TX0007777043 | 9/10/2013 |
Dex Media, Inc.
dba Dex |
Greater Eastside Including Bellevue, Bothell, Duvall, Issaquah, Juanita, Kenmore, Kirkland, Mercer Island, Redmond, Sammamish, Snoqualmie Valley, Woodinville (077049) | Text | TX0007794193 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Greater Eastside Mini Including Bellevue, Bothell, Duvall, Issaquah, Juanita, Kenmore, Kirkland, Mercer Island, Redmond, Sammamish, Snoqualmie Valley, Woodinville (110077) | Text | TX0007795416 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Helena and Surrounding Area (042904) | Text | TX0007666952 | 4/8/2013 |
Dex Media, Inc.
dba Dex |
Idaho Springs, Black Hawk, Central City, Empire, Georgetown, Silver Plume (008572) | Text | TX0007672608 | 3/15/2013 |
Dex Media, Inc.
dba Dex |
Jackson Hole, Grand Teton and Yellowstone National Parks; Star Valley, WY, Teton Valley, ID; West Yellowstone and Surrounding Areas 2013 (083950) | Text | TX0007735932 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Kitsap Peninsula Allyn, Anderson Island, Bangor, Belfair, Bremerton, Dewatto, Gig Harbor, Hansville, Indianola, Keyport, Kingston, Lake Bay, Port Gamble, Port Orchard, Poulsbo, Seabeck, Silverdale, Suquamish, Tahuya (077075) | Text | TX0007755798 | 7/25/2013 |
Dex Media, Inc.
dba Dex |
Klamath Falls, OR, Including Lake County and Surrounding Area, Telephone Directory, Issued August 2013 (061352) | Text | TX0007762371 | 8/19/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
La Junta and Surrounding Area 2013 (008624) | Text | TX0007735921 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Lakewood Golden Wheat Ridge Including Applewood, Bear Valley, Coal Creek Canyon, Edgewater, Green Mountain, portions of SW Denver (008949) | Text | TX0007751002 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Lander/Riverton, Crowheart, Dubois, Gas Hills, Jeffrey City, Shoshoni (083410) | Text | TX0007673210 | 2/11/2013 |
Dex Media, Inc.
dba Dex |
Las Cruces, Anapra, Anthony, Berino, Canutillo, Chamberino, Chaparral, Hatch, La Mesa, La Union, Mesilla, Mesquite, Organ, San Miguel, Santa Teresa, Sunland Park, Truth or Consequences, Vado (048419) | Text | TX0007672599 | 3/8/2013 |
Dex Media, Inc.
dba Dex |
Las Cruces Mini and Surrounding Area (107992) | Text | TX0007672614 | 3/8/2013 |
Dex Media, Inc.
dba Dex |
Las Vegas/Raton and Surrounding Area (048458) | Text | TX0007777579 | 9/3/2013 |
Dex Media, Inc.
dba Dex |
Le Sueur St. Peter and Surrounding Area 2013 (038665) | Text | TX0007735922 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Limon Burlington (008130) | Text | TX0007673215 | 2/11/2013 |
Dex Media, Inc.
dba Dex |
Little Falls and Surrounding Area (038424) | Text | TX0007673216 | 2/11/2013 |
Dex Media, Inc.
dba Dex |
Los Lunas Belen Bosque Farms, Isleta (048166) | Text | TX0007754938 | 7/12/2013 |
Dex Media, Inc.
dba Dex |
Loveland Berthoud Includes Business Listings for Fort Collins, Greeley and Surrounding Areas (008728) | Text | TX0007717189 | 4/17/2013 |
Dex Media, Inc.
dba Dex |
Malad City/Holbrook, ID, Telephone Directory, 2012, (017500) | Text | TX0007635347 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
Medford Ashland and Surrounding Area (061440) | Text | TX0007757979 | 8/9/2013 |
Dex Media, Inc.
dba Dex |
Missoula and Surrounding Area (043197) | Text | TX0007670991 | 2/15/2013 |
Dex Media, Inc.
dba Dex |
Mountain Home Atlanta, Bruneau, Glenns Ferry, Grand View, Pine-Featherville, Prairie, Tipanuk (017598) | Text | TX0007671058 | 2/15/2013 |
Dex Media, Inc.
dba Dex |
Muscatine and Surrounding Area (026241) | Text | TX0007717349 | 4/29/2013 |
Dex Media, Inc.
dba Dex |
Norfolk Albion, Bancroft, Boone, Clearwater, Crofton, Monroe, Neligh, Niobrara, Pender, Petersburg, Platte Center, Verdigre, Waterbury, Wayne, West Point, Wisner and Surrounding Area (044605) | Text | TX0007766500 | 8/16/2013 |
Dex Media, Inc.
dba Dex |
North Dakota South Central, Jamestown, Valley City and Surrounding Area 2013 (055829) | Text | TX0007735927 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Northeast Colorado Akron, Brush, Fleming, Fort Morgan, Haxtun, Holyoke, Julesburg, Log Lane Village, Otis, Sterling, Wiggins, Wray, Yuma 2013 (008858) | Text | TX0007735925 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Northeastern Wyoming and Surrounding Area Telephone Directory 2013 (083533) | Text | TX0007805638 | 11/12/2013 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Northern Colorado Plus, Fort Collins, Loveland, Berthoud, Estes Park, Greeley, Windsor (104615) | Text | TX0007717186 | 4/17/2013 |
Dex Media, Inc.
dba Dex |
Northern Colorado Plus, Loveland, Berthoud, Estes Park, Greeley, Windsor, Fort Collins (104616) | Text | TX0007713792 | 4/15/2013 |
Dex Media, Inc.
dba Dex |
Northern Oregon Coast, Astoria, Seaside, Cannon Beach, Tillamook, Long Beach Peninsula and Surrounding Areas (061037) | Text | TX0007666941 | 4/8/2013 |
Dex Media, Inc.
dba Dex |
Okanogan Valley Grand Coulee Dam Methow Valley and Surrounding Area (077514) | Text | TX0007635540 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
Olympia/Lacey Tumwater and Surrounding Area Includes Shelton Telephone Directory 2013 White Pages (077526) | Text | TX0007794185 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Olympia Shelton, WA, Plus and Surrounding Area, telephone directory, 2013 (104723) | Text | TX0007791990 | 10/21/2013 |
Dex Media, Inc.
dba Dex |
ONeill Valentine Ainsworth, Atkinson, Bartlett, Bassett, Butte, Crookston, Emmet, Ewing, Halsey, Inman, Long Pine, Lynch, Orchard, Royal, Spencer, Springview, Stuart, Thedford, Verdel, Wood Lake (044622) | Text | TX0007791291 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Park Rapids, MN, Staples/Wadena and Surrounding Area (038761) telephone directory. | Text | TX0007791894 | 7/26/2013 |
Dex Media, Inc.
dba Dex |
Payson, AZ, Pine, Strawberry, Christopher Creek, Kohls Ranch, Star Valley, Young, Telephone Directory, Issued March 2013 (003545) | Text | TX0007702372 | 3/29/2013 |
Dex Media, Inc.
dba Dex |
Pocatello and Surrounding Area (017696) | Text | TX0007751015 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Prescott, Bagdad, Chino Valley, Dewey, Humboldt, Mayer, Prescott Valley (003620) | Text | TX0007666971 | 4/8/2013 |
Dex Media, Inc.
dba Dex |
Prescott Plus and Surrounding Area (108094) | Text | TX0007666853 | 4/8/2013 |
Dex Media, Inc.
dba Dex |
Puyallup, WA Telephone Directory 2013 110121. | Text | TX0007671500 | 3/21/2013 |
Dex Media, Inc.
dba Dex |
Rochester and Surrounding Area (038617) | Text | TX0007672590 | 3/15/2013 |
Dex Media, Inc.
dba Dex |
Rochester Plus and Surrounding Area (109028) | Text | TX0007672624 | 3/15/2013 |
Dex Media, Inc.
dba Dex |
Rock Springs Green River Farson/Pinedale Telephone Directory 2013 (083655) | Text | TX0007794188 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Salem Dallas Woodburn Plus 2013 (104400) | Text | TX0007735935 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Salem/Keizer and Surrounding Area 2013 (061772) | Text | TX0007735941 | 6/24/2013 |
Dex Media, Inc.
dba Dex |
Salida Buena Vista Alma, Fairplay and Surrounding Area (008806) | Text | TX0007737171 | 5/28/2013 |
Dex Media, Inc.
dba Dex |
Salt Lake City, UT Salt Lake Valley and Southern Davis County Telephone Directory, 2013 | Text | TX0007800571 | 11/4/2013 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
(074815) | dba Dex | |||
Santa Fe, Los Alamos, White Rock, Espanola, Pecos (048692) | Text | TX0007723596 | 6/6/2013 |
Dex Media, Inc.
dba Dex |
Santa Fe Mini and Surrounding Area, Los Alamos, Espanola (104956) | Text | TX0007723595 | 6/6/2013 |
Dex Media, Inc.
dba Dex |
Sarpy County Bellevue, Cedar Creek, Gretna, La Platte, La Vista, Louisville, Manley, Millard, Murray, Mynard, Offutt AFB, Papillion, Plattsmouth, Ralston, Richfield, Springfield (044720) | Text | TX0007751000 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Sauk Centre and Surrounding Area (038677) | Text | TX0007742533 | 6/10/2013 |
Dex Media, Inc.
dba Dex |
Scott County Including Bettendorf, Davenport and these Surrounding Communities Big Rock, Blue Grass, Buffalo, Calamus, Dixon, Donahue, Durant, Eldridge, Gambrill, Le Claire, Long Grove, Maysville, McCausland, Montpelier, New Liberty, Panorama Park, Park View, Plainview, Pleasant Valley, Princeton, Riverdale, Stockton, Sunbury, Walcott (026530) | Text | TX0007807224 | 11/4/2013 |
Dex Media, Inc.
dba Dex |
Shelton and Surrounding Area (077702) | Text | TX0007789251 | 10/31/2013 |
Dex Media, Inc.
dba Dex |
Shenandoah Red Oak Bedford, Clarinda, College Springs, Corning, Creston, Essex, Farragut, Griswold, Hamburg, New Market, Nodaway, Northboro, Percival, Riverton, Shambaugh, Sidney, Stanton, Tabor, Thurman, Villisca, Yorktown (026671) | Text | TX0007825883 | 11/22/2013 |
Dex Media, Inc.
dba Dex |
Sioux City, North Sioux City, South Sioux City, Dakota Dunes, Akron, Correctionville, Dakota City, Denison, Dow City, Dunlap, Elk Point, Hawarden, Hospers, Ida Grove, Jefferson, Kingsley, Le Mars, Manilla, Mapelton, Moville, Onawa, Ponca, Remsen, Salix, Sergeant Bluff, Sloan, Whiting, Winnebago (026712) | Text | TX0007791289 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Siouxland North, Alcester, Alvord, Ashton, Beresford, Boyden, Canton, Doon, Fairview, George, Hudson, Hull, Inwood, Larchwood, Lester, Little Rock, Orange City, Rock Rapids, Rock Valley, Sanborn, Sheldon, Sibley, Sioux Center, Worthing (026715) | Text | TX0007790304 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Socorro, Bingham, Datil, Magdalena, Quemado (048809) | Text | TX0007676217 | 4/12/2013 |
Dex Media, Inc.
dba Dex |
Soda Springs, ID and Surrounding Area, Telephone Directory, 2013, (017878) | Text | TX0007635529 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
South Central Utah (074864) | Text | TX0007725479 | 5/13/2013 |
Dex Media, Inc.
dba Dex |
South King County, WA, and Surrounding Area, Telephone Directory, issued August 2013 (077730) | Text | TX0007777050 | 9/10/2013 |
Dex Media, Inc.
dba Dex |
South King County, WA, Mini and Surrounding Area, Telephone Directory, issued August 2013 (110076) | Text | TX0007777038 | 9/10/2013 |
Dex Media, Inc.
dba Dex |
South Metro, Including Apple Valley, Belle Plaine, Burnsville, Eagan, Elko, Farmington, Jordan, Lakeville, Mendota, Mendota Heights, New Market, Prior Lake, Rosemount, Savage and Shakopee (038149) | Text | TX0007790345 | 10/28/2013 |
Dex Media, Inc.
dba Dex |
Southeast St. Paul Suburbs Including Afton, Cottage Grove, Lakeland, Lakeland Shores, Maplewood, Newport, Oakdale, St Croix Beach, St Marys Point, St Paul Park and Woodbury (038648) | Text | TX0007789888 | 10/25/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Southeastern Idaho Plus Idaho Falls (104791) | Text | TX0007685581 | 2/19/2013 |
Dex Media, Inc. dba Dex |
Southeastern Idaho Plus Pocatello-Blackfoot (104792) | Text | TX0007685580 | 2/19/2013 |
Dex Media, Inc. dba Dex |
Spencer and Iowa Great Lakes and Surrounding Area (025955) | Text | TX0007721593 | 5/16/2013 |
Dex Media, Inc. dba Dex |
St. Cloud and Surrounding Area (038629) | Text | TX0007672601 | 3/12/2013 |
Dex Media, Inc. dba Dex |
St. Cloud Regional Plus, St. Cloud, Little Falls, Sauk Centre, Monticello/Big Lake and Surrounding Areas (109317) |
Text | TX0007672625 | 3/12/2013 |
Dex Media, Inc. dba Dex |
St. Croix Valley, MN Including Bayport, Houlton, WI; Hudson, WI; Lake Elmo, Marine On St. Croix, Oak Park Heights, Stillwater and Withrow Telephone Directory 2013 (038633) |
Text | TX0007789958 | 10/25/2013 |
Dex Media, Inc. dba Dex |
St. Paul and Surrounding Area (038653) | Text | TX0007820829 | 1/8/2014 |
Dex Media, Inc. dba Dex |
St. Paul, MN Plus and surrounding Twin Cities area Telephone Directory 2013 (104384) | Text | TX0007789708 | 10/25/2013 |
Dex Media, Inc.
dba Dex |
Tacoma and Surrounding Area DuPont, Fife, Fircrest, Fort Lewis, Fort Steilacoom, Lakewood, McChord AFB, Parkland, Spanaway, Steilacoom, Tillicum, University Place (077774) |
Text | TX0007671516 | 3/21/2013 |
Dex Media, Inc.
dba Dex |
Tacoma, WA Telephone Directory 2013 110120. | Text | TX0007671506 | 3/21/2013 |
Dex Media, Inc. dba Dex |
Taos and Surrounding Area (048838) | Text | TX0007754944 | 7/12/2013 |
Dex Media, Inc. dba Dex |
Tooele Serving Tooele County UT, Wendover and Pilot Valley NV And surrounding areas (074918) |
Text | TX0007821729 | 12/16/2013 |
Dex Media, Inc. dba Dex |
Tucumcari Conchas Dam, Logan, Nara Visa, San Jon (048916) | Text | TX0007790266 | 10/28/2013 |
Dex Media, Inc. dba Dex |
Twin Ports, Duluth, Superior, North Shore (038727) | Text | TX0007723587 | 6/6/2013 |
Dex Media, Inc. dba Dex |
Twin Ports Regional Plus including Duluth, Superior, North Shore, Barnum, Cloquet, Carlton, Moose Lake (109351) |
Text | TX0007723593 | 6/6/2013 |
Dex Media, Inc. dba Dex |
Uintah Basin UTAH: Roosevelt, Vernal, Duchesne, Altamont, Flattop, Lapoint, Randlett, Neola, Tabiona, Fruitland and Surrounding Areas COLORADO: Rangely, Dinosaur (074950) |
Text | TX0007673213 | 2/11/2013 |
Dex Media, Inc. dba Dex |
Virginia, Bear River, Biwabik, Cook, Crane Lake, Ely, Eveleth, Gilbert, Greaney, McKinley, Mountain Iron, Orr (038737) |
Text | TX0007790313 | 10/28/2013 |
Dex Media, Inc. dba Dex |
Walla Walla, Dayton, Milton-Freewater, OR and Surrounding Area (0077870) | Text | TX0007666965 | 4/8/2013 |
Dex Media, Inc. dba Dex |
Waterloo Cedar Falls Oelwein, Independence, Waverly and Surrounding Area (026897) | Text | TX0007742529 | 6/10/2013 |
Dex Media, Inc. dba Dex |
White Bear Lake Area Including Birchwood, Centerville, Dellwood, Gem Lake, Hugo, Lino Lakes, Mahtomedi, Maplewood, North Oaks, Vadnais Heights, White Bear Lake, White Bear |
Text | TX0007789955 | 10/25/2013 |
Dex Media, Inc. dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Township and Willernie (038814) | ||||
Williston and Surrounding Area (055922) | Text | TX0007717192 | 4/17/2013 |
Dex Media, Inc. dba Dex |
Winona and Surrounding Area (038851) | Text | TX0007790263 | 10/28/2013 |
Dex Media, Inc. dba Dex |
Winslow, Holbrook, Joseph City and Surrounding Area (003870) | Text | TX0007716324 | 4/18/2013 |
Dex Media, Inc. dba Dex |
Yuma, Hyder-Dateland, Somerton, Wellton, AZ, Felicity, Winterhaven, CA (003920) | Text | TX0007672594 | 3/5/2013 |
Dex Media, Inc. dba Dex |
Yuma Plus, Hyder-Dateland, Somerton, Wellton, AZ, Felicity, Winterhaven, CA (108095) | Text | TX0007672619 | 3/5/2013 |
Dex Media, Inc. dba Dex |
Aberdeen Bowdle, Britton, Dupree, Eagle Butte, Eureka, Gettysburg, Groton, Herreid, Ipswich, Lemmon, Leola, McLaughlin, Mobridge, Redfield, Roscoe, Selby, Timber Lake, Warner, Waubay, Webster and Surrounding Area (067010) |
Text | TX0007786205 | 9/10/2013 |
Dex Media, Inc.
dba Dex |
Alamogordo Alto, Capitan, Carrizozo, Cloudcroft, Mayhill, Mescalero, Ruidoso, Ruidoso Downs, Tularosa, White Mountain (048010) | Text | TX0007712209 | 5/8/2013 |
Dex Media, Inc.
dba Dex |
Albany Corvallis Plus and Surrounding Areas (109305) | Text | TX0007788667 | 10/21/2013 |
Dex Media, Inc. dba Dex |
Algona Humboldt and Surrounding Area (025030) | Text | TX0007675218 | 4/16/2013 |
Dex Media, Inc. dba Dex |
Ames-Boone Plus and Surrounding Area (104642) | Text | TX0007804676 | 11/18/2013 |
Dex Media, Inc.
dba Dex |
Ames Story County Area Alleman, Clemens, Colo, Gilbert,Huxley, Kelley, Napier, Nevada, Sheldahl, Slater, Zearing (025051) |
Text | TX0007804675 | 11/18/2013 |
Dex Media, Inc. dba Dex |
Artesia and Surrounding Area (048127) | Text | TX0007732069 | 6/26/2013 |
Dex Media, Inc. dba Dex |
Arvada Broomfield Westminster (008036) | Text | TX0007742214 | 7/1/2013 |
Dex Media, Inc.
dba Dex |
Atlantic and Surrounding Area (025092) | Text | TX0007716553 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Aurora Montbello/DIA Including Bennett, Byers, Eastern Centennial, Green Valley Ranch, Strasburg, Watkins portions of East Denver (008299) |
Text | TX0007742208 | 7/1/2013 |
Dex Media, Inc. dba Dex |
Bainbridge Island Poulsbo and Suquamish Included in the Yellow Pages (077036) | Text | TX0007751006 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Billings and Surrounding Area (042129) | Text | TX0007670446 | 2/1/2013 |
Dex Media, Inc. dba Dex |
Billings Plus and Surrounding Area (105406) | Text | TX0007670443 | 2/1/2013 |
Dex Media, Inc. dba Dex |
Boone Dana, Grand Junction and Surrounding Area (025194), Issued November 2013. | Text | TX0007805771 | 11/22/2013 |
Dex Media, Inc. dba Dex |
Boulder, Lafayette, Louisville, Nederland, Superior, Ward Including Longmont and | Text | TX0007680491 | 3/28/2013 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Surrounding Area Business White Pages Listings (008052) | dba Dex | |||
Boulder Longmont Plus and separate sections (104488) | Text | TX0007680489 | 3/28/2013 |
Dex Media, Inc. dba Dex |
Brigham City and Surrounding Area (074058) | Text | TX0007776799 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Brighton, Fort Lupton, Hudson, Keenesburg, Roggen (008078) | Text | TX0007697166 | 4/1/2013 |
Dex Media, Inc. dba Dex |
Buffalo/Big Lake Monticello and Surrounding Area (038144) | Text | TX0007804670 | 11/18/2013 |
Dex Media, Inc. dba Dex |
Canon City, Florence/Hillside, Penrose/Westcliffe and Surrounding Area (008156) | Text | TX0007713116 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Casa Grande Ajo, Arizona City, Coolidge, Eloy, Florence, Gila Bend, Maricopa, Picacho, Sacaton, Stanfield (003120) |
Text | TX0007660699 | 1/18/2013 |
Dex Media, Inc. dba Dex |
Casper and Surrounding Area (083040) | Text | TX0007732079 | 6/26/2013 |
Dex Media, Inc. dba Dex |
Castle Rock Parker, Deckers, Elbert County, Elizabeth, Franktown, Kiowa, Larkspur, Lone Tree, Sedalia (008182) |
Text | TX0007697151 | 4/1/2013 |
Dex Media, Inc. dba Dex |
Central and Downtown Denver Including Capitol Hill, Cherry Creek, Highlands, Park Hill, Washington Park, & other Denver County neighborhoods (008188) |
Text | TX0007750635 | 7/17/2013 |
Dex Media, Inc. dba Dex |
Central Nebraska Regional Grand Island, Hastings, Kearney, Alma, Ansley, Aurora, Ayr, Broken Bow, Cairo, Cedar Rapids, Dunning, Fullerton, Genoa, Gibbon, Grafton, Hazard, Heartwell, Holdrege, Loup City, Minden, Ord, Osceola, Polk, Ravenna, Red Cloud, Republican City, Rosemont, Saint Paul, Shelton Silver Creek, Spalding, Taylor, Wood River and Surrounding Communities (044512/044513) |
Text | TX0007744504 | 2013-07-22 |
Dex Media, Inc.
dba Dex |
Chisholm Hibbing and Surrounding Area (038180) | Text | TX0007779829 | 9/27/2013 |
Dex Media, Inc. dba Dex |
Clackamas County and Surrounding Area (061649) | Text | TX0007678011 | 2/22/2013 |
Dex Media, Inc. dba Dex |
Cle Elum Easton/Roslyn (077166) | Text | TX0007776800 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Clovis/Portales and Surrounding Area (048244) | Text | TX0007700025 | 4/3/2013 |
Dex Media, Inc. dba Dex |
Cochise County Benson, Bisbee, Bonita, Bowie, Cascabel, Cochise, Double Adobe, Douglas, Dragoon, Elfrida, Fort Grant, Hereford, Huachuca City, Klondyke, McNeal, Naco, Palominas, Paradise, Pearce, Pirtleville, Pomerene, Portal, Rodeo, San Simon, Sierra Vista, St. David, Sunizona, Sunsites, Tombstone, Whetstone, Wilcox (003145) |
Text | TX0007661422 | 1/10/2013 |
Dex Media, Inc.
dba Dex |
Colville and Surrounding Area (077190) | Text | TX0007788662 | 10/21/2013 |
Dex Media, Inc. dba Dex |
Corvallis and Surrounding Area Alphabetical listings for Albany and Surrounding Area follow Corvallis White Pages (061195) |
Text | TX0007788687 | 10/21/2013 |
Dex Media, Inc. dba Dex |
Council Bluffs Avoca, Carson, Carter Lake, Crescent, Glenwood, Hancock, Harlan, Hastings, Henderson, Honey Creek, La Grange Township, Logan, Macedonia, Magnolia, Malvern, |
Text | TX0007744509 | 7/22/2013 |
Dex Media, Inc. dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Manawa, McClelland, Minden, Mineola, Missouri Valley, Modale, Mondamin, Neola, Oakland, Pacific Junction, Panama, Persia, Pisgah, Portsmouth,Shelby, Silver City, Tennant, Treynor, Underwood, Walnut, Woodbine (025399) |
||||
Council Bluffs Plus, Avoca, Carson, Carter Lake, Crescent, Glenwood, Hancock, Harlan, Hastings, Henderson, Honey Creek, Logan, Macedonia, Magnolia, Malvern, McClelland, Minden, Mineola, Missouri Valley, Modale, Mondamin, Neola, Oakland, Pacific Junction, Persia, Pisgah, Portsmouth, Shelby, Silver City, Treynor, Underwood, Walnut, Woodbine (104386) |
Text | TX0007748939 | 7/22/2013 |
Dex Media, Inc.
dba Dex |
Detroit Lakes and Surrounding Area (038212) | Text | TX0007712923 | 5/13/2013 |
Dex Media, Inc. dba Dex |
Dickinson and Surrounding Area (055572) | Text | TX0007716555 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Durango/Cortez Pagosa Springs and Southwestern Colorado (008286) | Text | TX0007743033 | 6/17/2013 |
Dex Media, Inc. dba Dex |
East Central Minnesota Braham, Cambridge, Harris, Hinckley, Isanti, Mora, North Branch, Pine City, Rock Creek, Rush City, Sandstone (038156) |
Text | TX0007721602 | 5/16/2013 |
Dex Media, Inc. dba Dex |
East Tucson Area Davis Monthan Air Force Base, Corona de Tucson, Mt. Lemmon, Vail (003777) |
Text | TX0007662221 | 1/24/2013 |
Dex Media, Inc. dba Dex |
Englewood/Littleton Centennial/Lone Tree Highlands Ranch South Metro Denver (008819) | Text | TX0007750637 | 7/17/2013 |
Dex Media, Inc. dba Dex |
Estes Park, Allenspark, Glen Haven and Surrounding Area (008312) | Text | TX0007743034 | 6/17/2013 |
Dex Media, Inc. dba Dex |
Evergreen, Aspen Park, Bailey, Bergen Park, Conifer, Genesee, Golden, Idledale, Indian Hills, Kittredge, Morrison, Phillipsburg, Pine, Shaffers Crossing (008338) |
Text | TX0007697162 | 4/1/2013 |
Dex Media, Inc. dba Dex |
Fargo/Moorhead and Surrounding Area (055272) | Text | TX0008157608 | 3/21/2013 |
Dex Media, Inc. dba Dex |
Fargo/Moorhead Regional Plus, Fargo, ND/Moorhead, MN,Detroit Lakes, MN, Fergus Falls, MN, Wahpeton, ND/Breckenridge, MN, Jamestown/Valley City, ND (106374) |
Text | TX0007689505 | 3/21/2013 |
Dex Media, Inc. dba Dex |
Fergus Falls and Surrounding Area (038280) | Text | TX0008056633 | 9/27/2013 |
Dex Media, Inc. dba Dex |
Flagstaff and Surrounding Area (003270) | Text | TX0007740951 | 6/6/2013 |
Dex Media, Inc. dba Dex |
Flagstaff Plus and Surrounding Area (104857) | Text | TX0007740954 | 6/6/2013 |
Dex Media, Inc. dba Dex |
Forest Lake Area Including Almelund, Center City, Chisago City, Columbus Township, East Bethel, Hugo, Lindstrom, Linwood Township, Marine On St. Croix, Martin Lake, Palmdale, Scandia, Shafer, Stacy, Taylors Falls and Wyoming (038292) |
Text | TX0007789895 | 10/25/2013 |
Dex Media, Inc.
dba Dex |
Fremont Ames, Arlington, Blair, Cedar Bluffs, Clarkson, Colon, Columbus, Craig, Decatur, Dodge, Fontanelle, Herman, Hooper, Howells, Kennard, Leigh, Leshara, Linwood, Lyons, Malmo, Mead, Morse Bluff, Nickerson, North Bend, Oakland, Prague, Richland, Rogers, Rosalie, Schuyler, Scribner, Snyder, Swedeburg, Tekamah, Uehling, Valley, Wahoo, West Point, Weston, Winslow, Yutan (044276) |
Text | TX0007750632 | 7/17/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Glasgow and Northeastern Montana (042768) | Text | TX0007785111 | 9/19/2013 |
Dex Media, Inc. dba Dex |
Glenwood Starbuck and Surrounding Area (038316) | Text | TX0007743121 | 6/10/2013 |
Dex Media, Inc. dba Dex |
Grafton and Surrounding Area (055315) | Text | TX0007675213 | 4/16/2013 |
Dex Media, Inc. dba Dex |
Grand Forks East Grand Forks and Surrounding Area (055338) | Text | TX0007765615 | 8/22/2013 |
Dex Media, Inc. dba Dex |
Grand Junction Plus, Clifton, Collbran, Debeque, Delta,Fruita, Palisade, Moab, UT and Surrounding Area (109127) |
Text | TX0007700032 | 4/3/2013 |
Dex Media, Inc. dba Dex |
Grand Rapids and Surrounding Area (038328) | Text | TX0007786200 | 9/10/2013 |
Dex Media, Inc. dba Dex |
Grants Pass Medford Plus and Surrounding Area (104388) | Text | TX0007746866 | 7/1/2013 |
Dex Media, Inc. dba Dex |
Grants Pass Rogue River and Surrounding Area Medford business listings follow Grants Pass White Pages (061282) | Text | TX0007746870 | 7/1/2013 |
Dex Media, Inc.
dba Dex |
Greater Albuquerque Mini (104580) | Text | TX0007639556 | 1/11/2013 |
Dex Media, Inc. dba Dex |
Greater Snohomish County Alderwood, Arlington, Bothell, Camano Island, Edmonds, Everett, Lake Stevens, Lynnwood, Marysville, Mill Creek, Monroe, Mukilteo, Snohomish and Surrounding Area (077726) |
Text | TX0007788678 | 10/21/2013 |
Dex Media, Inc.
dba Dex |
Greeley/Windsor Includes Business Listings for Fort Collins, Loveland, and Surrounding Area (008494) |
Text | TX0007876956 | 6/13/2014 |
Dex Media, Inc. dba Dex |
Gunnison Crested Butte, Lake City, Mt. Crested Butte (008520), Issued November 2013. | Text | TX0007805768 | 11/22/2013 |
Dex Media, Inc. dba Dex |
Hermiston/Echo Irrigon/Stanfield Umatilla (061338) | Text | TX0007716578 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Idaho Falls and Surrounding Area (017402) | Text | TX0007716580 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Iowa Falls Hampton and Surrounding Area (025953) | Text | TX0007675215 | 4/16/2013 |
Dex Media, Inc. dba Dex |
Lamar and Surrounding Area (008650) | Text | TX0007741206 | 6/17/2013 |
Dex Media, Inc. dba Dex |
Lewiston/Clarkston Moscow/Pullman/Colfax and Surrounding Area (017486) | Text | TX0007660713 | 1/18/2013 |
Dex Media, Inc. dba Dex |
Lewistown and Surrounding Area (043010) | Text | TX0007776803 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Litchfield Montevideo Willmar and Surrounding Area (038420) | Text | TX0007750629 | 7/17/2013 |
Dex Media, Inc. dba Dex |
Longmont Boulder Plus and separate sections (104487) | Text | TX0007680490 | 3/28/2013 |
Dex Media, Inc. dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Longmont Including Boulder and Surrounding Area Business White Pages Listings (008702) | Text | TX0007680493 | 3/28/2013 |
Dex Media, Inc. dba Dex |
Longview and Surrounding Area including Castle Rock, Cathlamet, Kalama, Kelso, Puget Island, Ryderwood, Skamokawa, Toutle, Vader. Followed by separate section for Rainier, OR (077410) |
Text | TX0007737130 | 6/11/2013 |
Dex Media, Inc.
dba Dex |
Marshalltown and Surrounding Area (026158) | Text | TX0007716541 | 3/22/2013 |
Dex Media, Inc. dba Dex |
Mason City Charles City Clear Lake Including Forest City, Garner, Northwood, Osage and Surrounding Area (026179) |
Text | TX0007743067 | 6/17/2013 |
Dex Media, Inc. dba Dex |
Medford Ashland Plus and Surrounding Area (104387) | Text | TX0007739668 | 4/29/2013 |
Dex Media, Inc. dba Dex |
Minneapolis A-Z and Surrounding Area (038473) | Text | TX0007712481 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Minneapolis and Surrounding Area (038472) | Text | TX0007713076 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Minneapolis Plus and surrounding Twin Cities area (104365) | Text | TX0007712484 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Minnesota Northwest, Crookston, Thief River Falls, Warroad, Baudette (038474) | Text | TX0007714901 | 4/22/2013 |
Dex Media, Inc. dba Dex |
Montrose Delta Telluride and Surrounding Area (008750) | Text | TX0007713113 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Morris and Surrounding Area (038497) | Text | TX0007732072 | 6/26/2013 |
Dex Media, Inc. dba Dex |
Moses Lake Ephrata, Othello (including Royal City), Ritzville and Surrounding Area (077470) |
Text | TX0007805645 | 11/8/2013 |
Dex Media, Inc. dba Dex |
Nampa/Caldwell and Surrounding Area (017622) | Text | TX0007750625 | 7/17/2013 |
Dex Media, Inc. dba Dex |
Nogales/Rio Rico Amado, Arivaca, Canelo, Carmen, Elgin, Green Valley, Patagonia, Sahuarita, Sonoita, Tubac, Tumacacori (003470) |
Text | TX0007804673 | 11/18/2013 |
Dex Media, Inc. dba Dex |
North/Northwest Tucson Area (003778) | Text | TX0007662214 | 1/24/2013 |
Dex Media, Inc. dba Dex |
Northern Colorado Plus Greeley, Windsor, Fort Collins, Loveland, Berthoud, Estes Park (104614) |
Text | TX0007876994 | 6/13/2014 |
Dex Media, Inc. dba Dex |
Northern Hills, Belle Fourche, Buffalo, Camp Crook, Deadwood, Lead, Newell, Nisland, Spearfish, Sturgis, Vale, Whitewood (067023) |
Text | TX0007713108 | 5/10/2013 |
Dex Media, Inc. dba Dex |
Northglenn/Thornton Commerce City Including Eastlake, Federal Heights, Henderson, portions of North Denver (008767) |
Text | TX0007742216 | 7/1/2013 |
Dex Media, Inc. dba Dex |
Northwest Suburban Area (038048) | Text | TX0007712215 | 5/8/2013 |
Dex Media, Inc. dba Dex |
Ogden/North Davis Plus Serving Weber, Morgan and North Davis Counties. | Text | TX0007732083 | 6/26/2013 | Dex Media, Inc. |
Ogden/North Davis Serving Weber, Morgan and North Davis Counties (074614) | Text | TX0007732081 | 6/26/2013 | Dex Media, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
dba Dex | ||||
Omaha Bellevue, Bennington, Boys Town, Carter Lake, Cedar Creek, Elkhorn, Florence, Gretna, La Platte, La Vista, Louisville, Manley, Millard, Murray, Mynard, Offutt AFB, Papillion, Plattsmouth, Ralston, Richfield, Springfield, Valley, Washington, Waterloo (044715) |
Text | TX0007748924 | 7/22/2013 |
Dex Media, Inc.
dba Dex |
Omaha Plus, Bellevue, Bennington, Boys Town, Carter Lake, Cedar Creek, Elkhorn, Florence, Gretna, La Platte, La Vista, Louisville, Manley, Millard, Murray, Mynard, Offutt AFB, Papillion, Plattsmouth, Ralston, Richfield, Springfield, Valley, Washington, Waterloo (104385) |
Text | TX0007748930 | 7/22/2013 |
Dex Media, Inc.
dba Dex |
Ottumwa, Oskaloosa/Pella Including Agency, Albia, Batavia, Beacon, Bladensburg, Blakesburg, Bloomfield, Cedar, Chillicothe, Eddyville, Eldon, Fairfield, Fremont, Hedrick, Kirkville, University Park, Wright (026436) |
Text | TX0007716539 | 3/22/2013 |
Dex Media, Inc.
dba Dex |
Park City Heber City Coalville, Kamas, Oakley (074266) | Text | TX0007804667 | 11/18/2013 |
Dex Media, Inc. dba Dex |
Payette Ontario and Surrounding Area (017682) | Text | TX0007712916 | 5/13/2013 |
Dex Media, Inc. dba Dex |
Pendleton Athena/Weston and Surrounding Area (061667) | Text | TX0007716574 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Phoenix Metro Covering the Entire Valley of the Sun Ahwatukee, Anthem, Arrowhead, Avondale, Deer Valley, Desert Hills, Fountain Hills, Glendale, Goodyear, Laveen, Litchfield Park, Mesa, Moon Valley, New River, Paradise Valley, Peoria, Rio Verde, Scottsdale, Sun City, Surprise, Tempe (003570) |
Text | TX0007710165 | 4/29/2013 |
Dex Media, Inc.
dba Dex |
Phoenix Metro Plus Covering the Entire Valley of the Sun, Ahwatukee, Anthem, Arrowhead, Avondale, Deer Valley, Desert Hills, Fountain Hills, Glendale, Goodyear, Laveen, Litchfield Park, Mesa, Moon Valley, New River, Paradise Valley, Peoria, Rio Verde, Scottsdale, Sun City, Surprise, Tempe (104364) |
Text | TX0007714916 | 4/22/2013 |
Dex Media, Inc.
dba Dex |
Price-Helper, East Carbon, Emery County Towns, Green River, Hanksville, Hiawatha, Scofield (074710) |
Text | TX0007689700 | 3/22/2013 |
Dex Media, Inc. dba Dex |
Pueblo and Surrounding Area (008780) | Text | TX0007732089 | 6/26/2013 |
Dex Media, Inc.
dba Dex |
Rapid City and Surrounding Area (067065) | Text | TX0007712223 | 5/8/2013 |
Dex Media, Inc. dba Dex |
Rawlins Encampment Hanna/Saratoga (083600) | Text | TX0007712932 | 5/13/2013 |
Dex Media, Inc. dba Dex |
Red Wing, Lake City, Wabasha and Surrounding Area (038605) | Text | TX0007714906 | 4/22/2013 |
Dex Media, Inc. dba Dex |
Rio Rancho/Albuquerque West Area (048606) | Text | TX0007639564 | 1/11/2013 |
Dex Media, Inc. dba Dex |
Roswell and Surrounding Area (048614) | Text | TX0007732085 | 6/26/2013 |
Dex Media, Inc. dba Dex |
Salt Lake City Serving the Salt Lake Valley and Southern Davis County (074816) | Text | TX0007773594 | 9/13/2013 |
Dex Media, Inc. dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Seattle Serving King County and South Snohomish County (077678) | Text | TX0007776806 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Sidney/Kimball Broadwater, Brownson, Bushnell, Chappell, Colton, Dalton, Dix, Gurley, Harrisburg, Kimball City, Lodgepole, Lorenzo, Potter, Sunol (044824) |
Text | TX0007723942 | 8/9/2013 |
Dex Media, Inc. dba Dex |
Silver City/Deming Lordsburg Area (048770) | Text | TX0007804674 | 11/18/2013 |
Dex Media, Inc. dba Dex |
Sioux Falls, Alcester, Baltic, Beresford, Brandon, Brookings, Canton, Crooks, Dell Rapids, Flandreau, Garretson, Harrisburg, Hartford, Inwood, Luverne, Madison, Parker, Salem, Tea, Worthing and Surrounding Area (067640) |
Text | TX0007723936 | 8/9/2013 |
Dex Media, Inc.
dba Dex |
Sioux Falls Regional Plus Beresford, Brandon, Brookings, Canton, Dell Rapids, Flandreau, Freeman, Hartford, Luverne, Madison, Salem, Tea, Vermillion, Yankton and Surrounding Area (105555) |
Text | TX0007723943 | 8/9/2013 | Dex Media, Inc. |
South Dakota, South Central, Huron, Mitchell, Pierre, Alexandria, Armour, Burke, Chamberlain, Corsica, De Smet, Emery, Fort Pierre, Fort Thompson, Gregory, Highmore, Kennebec, Kimball, Lake Andes, Lower Brule, Miller, Mission, Murdo, Onida, Parkston, Plankinton, Platte, Presho, Saint Francis, Tripp, Wagner, Wessington Springs, White River, Winner, Woonsocket and Surrounding Area (067651) |
Text | TX0007680488 | 3/28/2013 |
Dex Media, Inc.
dba Dex |
South Jeffco Columbine Valley Including Governor’s Ranch, Ken Caryl Ranch, Roxborough Park, Southwest Denver, Southwest Littleton, Southwest Plaza, Bow Mar (008185) |
Text | TX0007742202 | 7/1/2013 |
Dex Media, Inc. dba Dex |
Southern Utah (074866) | Text | TX0007715075 | 5/8/2013 |
Dex Media, Inc. dba Dex |
Spokane Coeur d’Alene Spokane Valley and Surrounding Area (077762) | Text | TX0007785116 | 9/19/2013 |
Dex Media, Inc.
dba Dex |
St. Helens and Surrounding Area Including Clatskanie, Columbia City, Deer Island, Rainier, Scappoose, Vernonia, Warren (061755) |
Text | TX0007737123 | 6/11/2013 |
Dex Media, Inc. dba Dex |
Storm Lake Cherokee and Surrounding Area (026774) | Text | TX0007680494 | 3/28/2013 |
Dex Media, Inc. dba Dex |
Tri-Cities Plus and Surrounding Area (104608) | Text | TX0007776802 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Tri-Cities Regional Kennewick, Pasco, Richland (077538) | Text | TX0007776804 | 8/19/2013 |
Dex Media, Inc. dba Dex |
Trinidad/Aguilar Branson/Weston (008884) | Text | TX0007712937 | 5/13/2013 |
Dex Media, Inc. dba Dex |
Twin Falls Burley/Rupert, Wood River Valley and Surrounding Area (017906) | Text | TX0007714914 | 4/22/2013 |
Dex Media, Inc. dba Dex |
Wahpeton Breckenridge and Surrounding Area (055879) | Text | TX0007965585 | 9/27/2013 |
Dex Media, Inc. dba Dex |
Walsenburg Gardner/LaVeta Cuchara (008936) | Text | TX0007741204 | 6/17/2013 |
Dex Media, Inc. dba Dex |
West Central Nebraska Arapahoe, Arnold, Arthur, Beaver City, Benkelman, Big Springs, Brule, Cambridge, Cozad, Curtis, Elwood, Eustis, Gothenburg, Grant, Hayes Center, Hershey, Imperial, Indianola, Lewellen, Lexington, McCook, North Platte, Ogallala, Oshkosh, Overton, |
Text | TX0007804671 | 11/18/2013 |
Dex Media, Inc.
dba Dex |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Paxton, Stapleton, Sutherland, Trenton, Wauneta (044641, 044642)) | ||||
Western Suburban Area (038388) | Text | TX0007712219 | 5/8/2013 |
Dex Media, Inc. dba Dex |
Western Suburbs Including Clive, Grimes, Perry, Urbandale, Waukee, West Des Moines, Winterset and these Surrounding Communities: Adel, Booneville, Dallas Center, Dawson, De Soto, Dexter, Earlham, Granger, Linden, Lorimor, Macksburg, Murray, Panora, Patterson, Peru, Redfield, Stuart, Van Meter, Yale (025485) |
Text | TX0007712203 | 5/8/2013 |
Dex Media, Inc.
dba Dex |
Wickenburg and Surrounding Area (003820) | Text | TX0007706046 | 2/13/2013 |
Dex Media, Inc. dba Dex |
Yankton Avon, Burbank, Fordyce, Gayville, Kaylor, Lesterville, Meckling, Mission Hill, Saint Helena, Scotland, Springfield, Tabor, Tyndall, Utica, Vermillion, Volin, Wakonda, Wynot (067780) |
Text | TX0007804666 | 11/18/2013 |
Dex Media, Inc.
dba Dex |
Albany Corvallis Plus, OR Telephone Directory 109305 / R17151. | Text | TX0007973452 | 2/4/2015 | Dex Media Holdings, Inc. |
Albany, OR Telephone Directory 061010 / R5965. | Text | TX0007973248 | 2/2/2015 | Dex Media Holdings, Inc. |
Ames- Boone Plus, IA Telephone Directory 104642. | Text | TX0007968585 | 1/14/2015 | Dex Media Holdings, Inc. |
Ames Story Country Area, IA Telephone Directory 025051. | Text | TX0007968279 | 12/23/2014 | Dex Media Holdings, Inc. |
Big Horn Basin, WY Telephone Directory 083036. | Text | TX0007960527 | 10/1/2014 | Dex Media Holdings, Inc. |
Bismarck / Mandan , NDTelephone Directory 055010 / R3583. | Text | TX0007978192 | 2/2/2015 | Dex Media Holdings, Inc. |
Blackfoot Shelley, ID Telephone Directory 2014 017094. | Text | TX0007965801 | 10/8/2014 | Dex Media Holdings, Inc. |
Boise, ID Telephone Directory 017122 / R1458. | Text | TX0008009388 | 1/20/2015 | Dex Media Holdings, Inc. |
Boone, IA Telephone Directory 025194. | Text | TX0007985740 | 1/15/2015 | Dex Media Holdings, Inc. |
Brigham City, UT Telephone Directory 2014 074058. | Text | TX0007968007 | 10/2/2014 | Dex Media Holdings, Inc. |
Buffalo/ Big lake Monticello, MN Telephone Directory 038144. | Text | TX0008011571 | 1/14/2015 | Dex Media Holdings, Inc. |
Cache Valley, UT Telephone Directory 2014 074063. | Text | TX0007965806 | 10/8/2014 | Dex Media Holdings, Inc. |
CENTRAL & DOWNTOWN DENVER, CO Telephone Directory 110464B. | Text | TX0008008251 | 12/15/2014 | Dex Media Holdings, Inc. |
Chehalis/Centralia, WA Telephone Directory, 2014, 077114 / R7214. | Text | TX0008006563 | 1/23/2015 | Dex Media Holdings, Inc. |
Chishlom Hibbing, MN Telephone Directory 2014 038180. | Text | TX0008001023 | 12/10/2014 | Dex Media Holdings, Inc. |
Cle Elum/Easton/Raslyn, WA Telephone Directory 077166. | Text | TX0007967094 | 10/2/2014 | Dex Media Holdings, Inc. |
Clifton / Safford, AZ Telephone Directory 003670. | Text | TX0007985931 | 1/15/2015 | Dex Media Holdings, Inc. |
Colville, WA Telephone Directory 2014 077190. | Text | TX0007973203 | 10/30/2014 | Dex Media Holdings, Inc. |
Corvallis Albany Plus, OR Telephone Directory 109306 / R17152. | Text | TX0007973473 | 2/4/2015 | Dex Media Holdings, Inc. |
Corvallis, OR Telephone Directory 061195 / R5981. | Text | TX0007971886 | 2/4/2015 | Dex Media Holdings, Inc. |
Des Moines, IA Telephone Directory 104451 / R15715. | Text | TX0007967147 | 1/30/2015 | Dex Media Holdings, Inc. |
Des Moines, IA Telephone Directory 2014 025482 / R1307. | Text | TX0008016619 | 1/30/2015 | Dex Media Holdings, Inc. |
Des Moines- Regional, IA Telephone Directory 2014 025483 / R1308. | Text | TX0008016618 | 1/30/2015 | Dex Media Holdings, Inc. |
East Valley, AZ Telephone Directory 003421. | Text | TX0007999262 | 12/10/2014 | Dex Media Holdings, Inc. |
Eastern Montana, MT Telephone Directory, 2014, 043180 / R3418. | Text | TX0008006562 | 1/23/2015 | Dex Media Holdings, Inc. |
Eugene/Springfield, OR Telephone Directory 061265. | Text | TX0007971659 | 10/23/2014 | Dex Media Holdings, Inc. |
Fergus Falls And Surrounding Area, MN Telephone Directory 2014 038280. | Text | TX0008001011 | 12/10/2014 | Dex Media Holdings, Inc. |
Flagstaff, AZ Telephone Directory 003270. | Text | TX0007960172 | 10/1/2014 | Dex Media Holdings, Inc. |
Flagstaff, AZ Telephone Directory 104857. | Text | TX0007967134 | 10/2/2014 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Florence, OR Telephone Directory 06126 | Text | TX0007973057 | 10/28/2014 | Dex Media Holdings, Inc. |
Forest Lake Area, MN Telephone Directory, 2014, 038292. | Text | TX0007991348 | 12/22/2014 | Dex Media Holdings, Inc. |
Glacial Lakes, SD Telephone Directory, 2014, 067521 / R6404. | Text | TX0008006570 | 1/23/2015 | Dex Media Holdings, Inc. |
Glasgow And Northern Montana, MT Telephone Directory 2014 042768. | Text | TX0007966537 | 10/8/2014 | Dex Media Holdings, Inc. |
Glenwood Springs/ Aspen, CO Telephone Directory, 2014, 008045. | Text | TX0007999711 | 12/18/2014 | Dex Media Holdings, Inc. |
Grand County Winter Park, CO Telephone Directory, 2014, 008442. | Text | TX0007991321 | 12/22/2014 | Dex Media Holdings, Inc. |
Grand County Winter Park, CO Telephone Directory, 2014, 008442. | Text | TX0007999702 | 12/18/2014 | Dex Media Holdings, Inc. |
Grants Pass Medford, OR Telephone Directory 104388. | Text | TX0007967991 | 10/2/2014 | Dex Media Holdings, Inc. |
Grants Pass Rogue River, OR Telephone Directory 061282. | Text | TX0007968432 | 10/2/2014 | Dex Media Holdings, Inc. |
Great Falls, MT Telephone Directory 042802/042803. | Text | TX0007966341 | 10/6/2014 | Dex Media Holdings, Inc. |
Greater Eastside, WA Telephone Directory 077049. | Text | TX0007973145 | 10/28/2014 | Dex Media Holdings, Inc. |
Greater Eastside, WA Telephone Directory 077049. | Text | TX0007998757 | 12/17/2014 | Dex Media Holdings, Inc. |
Greater Northwest Valley, AZ Telephone Directory 003800 / R302. | Text | TX0008047678 | 1/30/2015 | Dex Media Holdings, Inc. |
Greater Snomish County, WA Telephone Directory, 2014, 077726. | Text | TX0007977635 | 10/27/2014 | Dex Media Holdings, Inc. |
Greater Southwest Valley, AZ Telephone Directory 003070 / R232. | Text | TX0007972769 | 1/30/2015 | Dex Media Holdings, Inc. |
Greeley/Windsor, CO Telephone Directory 008494. | Text | TX0008002261 | 1/14/2015 | Dex Media Holdings, Inc. |
Gunnison,Co Telephone Directory 008520. | Text | TX0007985935 | 1/15/2015 | Dex Media Holdings, Inc. |
Iowa City Cedar Rapids Plus, IA Telephone Directory 109311 / R17150. | Text | TX0007967127 | 1/30/2015 | Dex Media Holdings, Inc. |
Iowa City, IA Telephone Directory 025933 / R1349. | Text | TX0007975108 | 1/30/2015 | Dex Media Holdings, Inc. |
Jackson/ Windom, MN Telephone Directory, 2014, 038833 / R2965. | Text | TX0008013952 | 2/2/2015 | Dex Media Holdings, Inc. |
Kinston, NC Telephone Directory, 2014, 053784. | Text | TX0007950962 | 12/16/2014 | Dex Media Holdings, Inc. |
Kitsap Peninsula, WA Telephone Directory 077075. | Text | TX0007960682 | 9/25/2014 | Dex Media Holdings, Inc. |
Klamath Falls, OR Telephone Directory, 2014,061352. | Text | TX0007954137 | 10/8/2014 | Dex Media Holdings, Inc. |
Laramie Rock River, WY Telephone Directory 083445 / R7677. | Text | TX0007965716 | 1/26/2015 | Dex Media Holdings, Inc. |
Laramie / Rock River, WY Telephone Directory 083445 / R7677. | Text | TX0007971906 | 2/4/2015 | Dex Media Holdings, Inc. |
Lewistown, MT Telephone Directory 043010. | Text | TX0007967102 | 10/2/2014 | Dex Media Holdings, Inc. |
LOCAL SAVINGS & ENTERTAINMENT BOOK, CO Telephone Directory 110464A. | Text | TX0008008254 | 12/15/2014 | Dex Media Holdings, Inc. |
Minnesota Southwest , MN Telephone Directory 038483 / R2874. | Text | TX0007973122 | 2/2/2015 | Dex Media Holdings, Inc. |
Moses Lake, WA St Telephone Directory 077470. | Text | TX0008010927 | 1/14/2015 | Dex Media Holdings, Inc. |
Moses Lake, WA Telephone Directory 077470. | Text | TX0007972620 | 1/14/2015 | Dex Media Holdings, Inc. |
Nogales/ Rio Rico, AZ Telephone Directory 003470. | Text | TX0007963959 | 1/15/2015 | Dex Media Holdings, Inc. |
Norfolk, NE Telephone Directory 2014 044605. | Text | TX0007969860 | 10/2/2014 | Dex Media Holdings, Inc. |
North Plutte Valley. Torrington, NE Telephone Directory 044678/R16002. | Text | TX0008005293 | 1/9/2015 | Dex Media Holdings, Inc. |
NorthEastern Wyoming, WY Telephone Directory 083533. | Text | TX0008001834 | 1/14/2015 | Dex Media Holdings, Inc. |
Northern Colorado Plus, CO Telephone Directory 104614. | Text | TX0008002253 | 1/14/2015 | Dex Media Holdings, Inc. |
Olympia/ Lacey Tumwater, WA Telephone Directory, 2014, 077526. | Text | TX0007999712 | 12/18/2014 | Dex Media Holdings, Inc. |
O’Neill- Valentine, NE Telephone Directory 044622. | Text | TX0007968571 | 1/14/2015 | Dex Media Holdings, Inc. |
Park City, Heber City, UT Telephone Directory 074266. | Text | TX0007985904 | 1/15/2015 | Dex Media Holdings, Inc. |
Port Angeles / Sequim North Olympic Peninsula, WA Telephone Directory 077550 / R7276. | Text | TX0007971908 | 2/4/2015 | Dex Media Holdings, Inc. |
Port Townsend, Port Ludlow, WA Telephone Directory 077562 / R7277. | Text | TX0007965715 | 1/26/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Port Townsend, Port Ludlow, WA Telephone Directory 077562 / R7277. | Text | TX0007971907 | 2/4/2015 | Dex Media Holdings, Inc. |
Provo/ Orem, UT Telephone Directory 074726 / R7049. | Text | TX0008009410 | 1/20/2015 | Dex Media Holdings, Inc. |
Rock Springs, WY Telephone Directory 083655. | Text | TX0007998579 | 12/16/2014 | Dex Media Holdings, Inc. |
Roseburg, OR Telephone Directory 061737 / R6038. | Text | TX0007972116 | 2/4/2015 | Dex Media Holdings, Inc. |
SALT LAKE CITY, UT Telephone Directory 074816. | Text | TX0008001843 | 1/5/2015 | Dex Media Holdings, Inc. |
SCOTT COUNTY, IA Telephone Directory 026530. | Text | TX0007998593 | 12/16/2014 | Dex Media Holdings, Inc. |
Scottsdale Paradise Valley, AZ Telephone Directory 003745 / R288. | Text | TX0007978645 | 1/30/2015 | Dex Media Holdings, Inc. |
Seattle Serving King County and South Snomish County, WA Telephone Directory 077678. | Text | TX0007962369 | 9/25/2014 | Dex Media Holdings, Inc. |
Shelton Olympia, WA Telephone Directory 104723. | Text | TX0007979575 | 12/22/2014 | Dex Media Holdings, Inc. |
Shelton, WA Telephone Directory, 2014, 077702. | Text | TX0007999715 | 12/18/2014 | Dex Media Holdings, Inc. |
Shenandoah Red Oak, IA Telephone Directory 026671. | Text | TX0007985749 | 1/15/2015 | Dex Media Holdings, Inc. |
Silver City/Deming/Lordsburg area, NM Telephone Directory 048770. | Text | TX0007968281 | 12/23/2014 | Dex Media Holdings, Inc. |
Souith King County, WA Telephone Directory 077730. | Text | TX0007953171 | 12/12/2014 | Dex Media Holdings, Inc. |
SOUTH METRO, MN Telephone Directory 038149. | Text | TX0007998594 | 12/16/2014 | Dex Media Holdings, Inc. |
SouthEast ST. Paul Suburbs, MN Telephone Directory, 2014, 038648. | Text | TX0007991341 | 12/22/2014 | Dex Media Holdings, Inc. |
SPOKANE, COEUR D’ ALENE, SPOKANE VALLEY, WA Telephone Directory 077762. | Text | TX0008001827 | 1/5/2015 | Dex Media Holdings, Inc. |
Spokane Coeurd’Alene Spokane Valley, WA Telephone Directory 104398 | Text | TX0007976632 | 12/12/2014 | Dex Media Holdings, Inc. |
Spokane,Residential White Pages Telephone Directory, 2014, 999419. | Text | TX0007991324 | 12/22/2014 | Dex Media Holdings, Inc. |
St. Croix Valley, MN Telephone Directory, 2014, 038633. | Text | TX0007991350 | 12/22/2014 | Dex Media Holdings, Inc. |
Stephenville Regional, TX Telephone Directory 073136 / R6966 | Text | TX0007971918 | 2/4/2015 | Dex Media Holdings, Inc. |
Stockdale, TX Telephone Directory, 2014, 073154 / R6967. | Text | TX0008006560 | 1/23/2015 | Dex Media Holdings, Inc. |
Tooele, UT Telephone Directory 074918. | Text | TX0007963956 | 1/15/2015 | Dex Media Holdings, Inc. |
Tri-Cities Regional, WA Telephone Directory 077538. | Text | TX0007968429 | 10/2/2014 | Dex Media Holdings, Inc. |
Tri-Cities, WA Telephone Directory 104608. | Text | TX0007967126 | 10/2/2014 | Dex Media Holdings, Inc. |
TUCSON, AZ Telephone Directory 003771. | Text | TX0008001828 | 1/5/2015 | Dex Media Holdings, Inc. |
TUCUMCARI, NM Telephone Directory 048916. | Text | TX0007998596 | 12/16/2014 | Dex Media Holdings, Inc. |
Vail / Leadville Summit County, CO Telephone Directory 008676 / R793. | Text | TX0007979160 | 1/30/2015 | Dex Media Holdings, Inc. |
Wahpeton Breckenridge, ND Telephone Directory, 2014, 055879. | Text | TX0007981669 | 11/18/2014 | Dex Media Holdings, Inc. |
Webster City Clarion Eagle Grove, IA Telephone Directory, 2014, 026938 / R1443. | Text | TX0008006566 | 1/23/2015 | Dex Media Holdings, Inc. |
West Central Nebraska, NE Telephone Directory 044641. | Text | TX0007972604 | 1/14/2015 | Dex Media Holdings, Inc. |
White Bear Lake Area, MN Telephone Directory 038814. | Text | TX0007979558 | 12/22/2014 | Dex Media Holdings, Inc. |
Yakima Valley Plus, WA Telephone Directory 104609/ R15823. | Text | TX0007968554 | 1/23/2015 | Dex Media Holdings, Inc. |
Yankton, SD Telephone Directory 067780. | Text | TX0008010925 | 1/14/2015 | Dex Media Holdings, Inc. |
York Beach Area, ME Telephone Directory 2014 031987. | Text | TX0007969778 | 10/2/2014 | Dex Media Holdings, Inc. |
003070 SOUTHWEST AZ TELEPHONE DIRECTORY. | Text | TX0008203312 | 12/7/2015 | Dex Media Holdings, Inc. |
003421 EAST VALLEY, AZ TELEHONE DIRECTORY. | Text | TX0008203303 | 12/7/2015 | Dex Media Holdings, Inc. |
003745 SCOTTSDALE, AZ TELEHONE DIRECTORY. | Text | TX0008203305 | 12/7/2015 | Dex Media Holdings, Inc. |
044622 O’NEILL-VA, NE TELEPHONE DIRECTORY. | Text | TX0008203314 | 12/7/2015 | Dex Media Holdings, Inc. |
Aberdeen/Hoquiam-Raymond/South Bend, WA Telephone Directory 077010/R7189. | Text | TX0008050701 | 4/15/2015 | Dex Media Holdings, Inc. |
Alamogordo, NM Telephone Directory 048010-R3780. | Text | TX0008077774 | 5/13/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Alamosa, CO Telephone Directory 008026-R735. | Text | TX0008124256 | 8/6/2015 | Dex Media Holdings, Inc. |
Albert Lea/Austin and surrounding area, MN Telephone Directory 038072-R2776. | Text | TX0008113460 | 6/18/2015 | Dex Media Holdings, Inc. |
Albuquerque- Bernalillo, NM Telephone Directory 048050 / R3783. | Text | TX0008013626 | 2/2/2015 | Dex Media Holdings, Inc. |
Algona Humboldt, IA Telephone Directory 025030/R1264. | Text | TX0008049631 | 4/10/2015 | Dex Media Holdings, Inc. |
Alliance / Chadron, NE Telephone Directory, 2015, 044549 / R3658. | Text | TX0008026482 | 2/27/2015 | Dex Media Holdings, Inc. |
Artesia, NM Telephone Directory 048127-R3785. | Text | TX0008124227 | 8/6/2015 | Dex Media Holdings, Inc. |
Arvada/Broomfield/Westminster, CO Telephone Directory 008036-R736. | Text | TX0008144267 | 8/11/2015 | Dex Media Holdings, Inc. |
Aspen/Glenwood Springs, CO Telephone Directory 008045/R739. | Text | TX0008134176 | 11/24/2015 | Dex Media Holdings, Inc. |
Atlantic, IA Telephone Directory 025092 / R1271. | Text | TX0008021325 | 2/20/2015 | Dex Media Holdings, Inc. |
Aurora/ Montebello, CO Telephone Directory, 2015, 008299-R770. | Text | TX0008145053 | 8/13/2015 | Dex Media Holdings, Inc. |
Bainbridge Island, WA Telephone Directory, 2015, 077036-R7196. | Text | TX0008145064 | 8/13/2015 | Dex Media Holdings, Inc. |
Baker City, La Grande Areas, OR Telephone Directory061055-R5968. | Text | TX0008121306 | 6/29/2015 | Dex Media Holdings, Inc. |
Bellingham/Whatcom County, WA Telephone Directory 2015 077062-R7207. | Text | TX0008108496 | 5/27/2015 | Dex Media Holdings, Inc. |
Bemidji, MN Telephone Directory 038084-R2779. | Text | TX0008314675 | 8/14/2015 | Dex Media Holdings, Inc. |
Big Horn Basin, WY Telephone Directory083036-R7656. | Text | TX0008150903 | 8/21/2015 | Dex Media Holdings, Inc. |
Billings, MT Telephone Directory 042129 / R3400 | Text | TX0008018872 | 2/6/2015 | Dex Media Holdings, Inc. |
Billings Plus, MT Telephone Directory 2015 105406 / R15964 | Text | TX0008018365 | 2/6/2015 | Dex Media Holdings, Inc. |
Blackfoot/Shelley, ID Telephone Directory 017094-R1456 | Text | TX0008165944 | 9/17/2015 | Dex Media Holdings, Inc. |
Boise, ID Mini Telephone Directory 110093/R17203 | Text | TX0008048042 | 4/6/2015 | Dex Media Holdings, Inc. |
BOONE, IA, Telephone Directory, 025194/R1278 | Text | TX0008235069 | 2/16/2016 | Dex Media Holdings, Inc. |
Boulder, CO Telephone Directory 008052/R740 | Text | TX0008056211 | 4/21/2015 | Dex Media Holdings, Inc. |
Boulder-Longmont Plus, CO Telephone Directory 104488/R15729 | Text | TX0008037447 | 4/24/2015 | Dex Media Holdings, Inc. |
Bozeman, MT Telephone Directory 042163-R3405 | Text | TX0008134142 | 8/3/2015 | Dex Media Holdings, Inc. |
Brainerd Lakes and Surrounding Area, MN Telephone Directory 038120-R2789 | Text | TX0008113467 | 6/18/2015 | Dex Media Holdings, Inc. |
Brigham City, UT Telephone Directory 074058-R7033 | Text | TX0008165949 | 9/17/2015 | Dex Media Holdings, Inc. |
Brighton, CO Telephone Directory 008078 | Text | TX0008054162 | 4/14/2015 | Dex Media Holdings, Inc. |
Buffalo/Big Lake, MN, 038144/R2793 Telephone Directory | Text | TX0008205394 | 1/8/2016 | Dex Media Holdings, Inc. |
Burlington Mt. Pleasant, IA Telephone Directory, 2015, 025215 / R1282 | Text | TX0008026449 | 2/10/2015 | Dex Media Holdings, Inc. |
Butte, MT Telephone Directory042248-R3406 | Text | TX0008109274 | 6/18/2015 | Dex Media Holdings, Inc. |
Cache Valley, UT Telephone Directory 074063-R7034 | Text | TX0008171785 | 9/30/2015 | Dex Media Holdings, Inc. |
Canon City, CO Telephone Directory 008156-R744 | Text | TX0008077762 | 5/13/2015 | Dex Media Holdings, Inc. |
Carroll / Glidden, IA Telephone Directory, 2015, 025235 / R1283 | Text | TX0008026441 | 2/10/2015 | Dex Media Holdings, Inc. |
Casa Grand, AZ Telephone Directory 003120 / R235 | Text | TX0007963330 | 1/26/2015 | Dex Media Holdings, Inc. |
Casper, WY Telephone Directory 083040-R7658 | Text | TX0008124252 | 8/6/2015 | Dex Media Holdings, Inc. |
Castle Rock/ Parker Telephone Directory 008182/R745 | Text | TX0008054141 | 4/14/2015 | Dex Media Holdings, Inc. |
Cedar Rapids, IA Telephone Directory 2015 025256-R1287 | Text | TX0008079389 | 4/27/2015 | Dex Media Holdings, Inc. |
Cedar Rapids Iowa City Plus, IA Telephone Directory 105483-R16856 | Text | TX0008059338 | 4/24/2015 | Dex Media Holdings, Inc. |
Central Nebraska Regional, NE Telephone Directory 044512-R3650 | Text | TX0008150897 | 8/21/2015 | Dex Media Holdings, Inc. |
Central Oregon Coast, OR Telephone Directory 061580/R6019 | Text | TX0008040032 | 3/23/2015 | Dex Media Holdings, Inc. |
Central Oregon, OR Telephone Directory 061072/R5972 | Text | TX0008042424 | 3/27/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Central Oregon Plus, OR Telephone Directory 104383/R15664 | Text | TX0008040704 | 3/27/2015 | Dex Media Holdings, Inc. |
Central / Southwest Tucson Area, AZ Telephone Directory 03776 / R298 | Text | TX0008017550 | 2/6/2015 | Dex Media Holdings, Inc. |
Central Texas Regional, TX Telephone Directory, 2015, 071428-R6802 | Text | TX0008076152 | 5/5/2015 | Dex Media Holdings, Inc. |
Cheyenne, WY, Telephone Directory, Issued July 2015, 083125-R7664 | Text | TX0008127330 | 7/17/2015 | Dex Media Holdings, Inc. |
Chisholm-Hibbing, MN Telephone Directory038180-R2801 | Text | TX0008156082 | 10/26/2015 | Dex Media Holdings, Inc. |
Clackamas County, OR Telephone Directory, 2015, 061649 / R6025 | Text | TX0008026496 | 2/27/2015 | Dex Media Holdings, Inc. |
Clark County, WA Telephone Directory 077846 / R7330 | Text | TX0007989224 | 1/22/2015 | Dex Media Holdings, Inc. |
Clark County, WA Telephone Directory 110073/R17197 | Text | TX0008028490 | 4/1/2015 | Dex Media Holdings, Inc. |
Cle-Elum-Easton/Roslyn, WA Telephone Directory077166-R7219 | Text | TX0008165947 | 9/17/2015 | Dex Media Holdings, Inc. |
CLIFTON-SAFFORD, AZ 003670/R285 | Text | TX0008225789 | 2/4/2016 | Dex Media Holdings, Inc. |
Clinton/Camanche/Maquoketa, IA Telephone Directory 2015 025338-R1294 | Text | TX0008083268 | 4/27/2015 | Dex Media Holdings, Inc. |
Cloquet/Barnum/Carlton/Moose Lake, MN Telephone Directory 038076-R2778 | Text | TX0008109135 | 6/4/2015 | Dex Media Holdings, Inc. |
Clovis/Portales, NM Telephone Directory 048244/R3790 | Text | TX0008054120 | 4/14/2015 | Dex Media Holdings, Inc. |
Cochise County, AZ Telephone Directory 003145 / R240 | Text | TX0008009435 | 1/20/2015 | Dex Media Holdings, Inc. |
Colorado Springs, Co Telephone Directory 008208/R751 | Text | TX0008025529 | 2/26/2015 | Dex Media Holdings, Inc. |
Colorado Springs, CO Telephone Directory, 2015, 104579 / R15836 | Text | TX0008056416 | 2/25/2015 | Dex Media Holdings, Inc. |
Colville, WA Telephone Directory077190-R7221 | Text | TX0008211476 | 11/2/2015 | Dex Media Holdings, Inc. |
Council Bluffs, IA Telephone Directory 025399-R1297 | Text | TX0008144132 | 8/5/2015 | Dex Media Holdings, Inc. |
Council Buffs-Omaha Metro & Surrounding Communities Plus, IA Telephone Directory 104386-R15710 |
Text | TX0008124232 | 8/6/2015 | Dex Media Holdings, Inc. |
Craig/Meeker, Steamboat Springs, CO Telephone Directory008221-R754 | Text | TX0008165936 | 9/17/2015 | Dex Media Holdings, Inc. |
Las Cruces Mini, NM Telephone Directory 107992/R17042 | Text | TX0008034280 | 3/16/2015 | Dex Media Holdings, Inc. |
Decorah / Elkader West Union, IA Telephone Directory, 2015, 025441 / R1303 | Text | TX0008026440 | 2/10/2015 | Dex Media Holdings, Inc. |
DEMING/SILVER CITY, NM 048770/R15811 | Text | TX0008232274 | 2/19/2016 | Dex Media Holdings, Inc. |
Denver Plus, CO Telephone Directory 105771 / R16998 | Text | TX0008013624 | 2/2/2015 | Dex Media Holdings, Inc. |
DES MOINES, IA 025482/R1307 | Text | TX0008255336 | 3/30/2016 | Dex Media Holdings, Inc. |
DES MOINES, IA 0254821A /R1307 | Text | TX0008192617 | 2/16/2016 | Dex Media Holdings, Inc. |
DES MOINES-REGIONAL, IA 025483/R1308 | Text | TX0008192619 | 2/16/2016 | Dex Media Holdings, Inc. |
Detroit Lakes, MN Telephone Directory, 2015, 038212-R2810 | Text | TX0008033468 | 5/15/2015 | Dex Media Holdings, Inc. |
Dickinson, ND Telephone Directory 055572 / R3607 | Text | TX0008017861 | 2/18/2015 | Dex Media Holdings, Inc. |
Directory Name,St Telephone Directory Book Code | Text | TX0008134186 | 11/24/2015 | Dex Media Holdings, Inc. |
Dubuque, IA Telephone Directories 0255431A/R1313 | Text | TX0008139450 | 10/20/2015 | Dex Media Holdings, Inc. |
Durango-Cortez-Pagosa Springs, CO Telephone Directory 008286-R766 | Text | TX0008113627 | 6/12/2015 | Dex Media Holdings, Inc. |
East Central Minnesota, MN Telephone Directory, 2015, 038156-R2797 | Text | TX0008025849 | 5/15/2015 | Dex Media Holdings, Inc. |
East Tucson Area, AZ Telephone Directory 003777 / R299 | Text | TX0008017558 | 2/6/2015 | Dex Media Holdings, Inc. |
Englewood, Littleton, CO Telephone Directory, 2015, 008819-R808 | Text | TX0008145050 | 8/13/2015 | Dex Media Holdings, Inc. |
Erwin-Unicoi County, TN Telephone Directory 068329/r6457 | Text | TX0008171539 | 10/21/2015 | Dex Media Holdings, Inc. |
Estes Allenspark--Glen Haven, CO Telephone Directory008312-R772 | Text | TX0008116732 | 6/17/2015 | Dex Media Holdings, Inc. |
Eugene/Springfield, OR Telephone Directory 061265-R5989 | Text | TX0008183854 | 9/30/2015 | Dex Media Holdings, Inc. |
Evanston-Kemmerer, WY Telephone Director y083210-R7669 | Text | TX0008192347 | 11/6/2015 | Dex Media Holdings, Inc. |
Evergreen, CO Telephone Directory 008338/R774 | Text | TX0008054116 | 4/14/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Fargo/Moorehead-Plus, ND Telephone Directory, 2015, 106374-R16996 | Text | TX0008087909 | 5/15/2015 | Dex Media Holdings, Inc. |
Fargo / Moorhead, ND Telephone Directory 055272/R3592 | Text | TX0008039716 | 3/23/2015 | Dex Media Holdings, Inc. |
Faribault, MN 038557/R2896 Telephone Directory | Text | TX0008191775 | 11/16/2015 | Dex Media Holdings, Inc. |
Farmington / Aztec, NM Telephone Directory 048283 / R3797 | Text | TX0008057428 | 2/25/2015 | Dex Media Holdings, Inc. |
Fergus Falls, MN Telephone Directory 038280-R2819 | Text | TX0008156083 | 10/26/2015 | Dex Media Holdings, Inc. |
Flagstaff, AZ Telephone Directory 003270-R244 | Text | TX0008191345 | 11/2/2015 | Dex Media Holdings, Inc. |
Florence, OR Telephone Directory 061267-R5990 | Text | TX0008112137 | 10/7/2015 | Dex Media Holdings, Inc. |
Forest Lake, MN Telephone Directory 038292/R2821 | Text | TX0008191777 | 11/16/2015 | Dex Media Holdings, Inc. |
Fort Collins, CO Telephone Directory 008364-R776 | Text | TX0008056210 | 4/21/2015 | Dex Media Holdings, Inc. |
Fort Madison Keokuk, IA Telephone Directory 025707 / R1331 | Text | TX0008018515 | 2/12/2015 | Dex Media Holdings, Inc. |
Fremont, NE Telephone Directory044276-R3635 | Text | TX0008314674 | 8/14/2015 | Dex Media Holdings, Inc. |
Gallup/Grants. Laguna Acoma, NM Telephone Directory 048302/R3799 | Text | TX0008044480 | 3/24/2015 | Dex Media Holdings, Inc. |
Gatesville-Hamilton, TX Telephone Directory, 2015, 070669/R6712 | Text | TX0008136379 | 10/21/2015 | Dex Media Holdings, Inc. |
Gettysburg, PA Telephone Directories 063020/R6138 | Text | TX0008187461 | 10/20/2015 | Dex Media Holdings, Inc. |
Glasgow, MT Telephone Directory 042768/R3408 | Text | TX0008171544 | 10/21/2015 | Dex Media Holdings, Inc. |
Glenwood/Starbuck and Surrounding Area, MN Telephone Directory 038316-R2826 | Text | TX0008107220 | 6/10/2015 | Dex Media Holdings, Inc. |
Globe/Miami/Superior, AZ Telephone Directory 003320/R252 | Text | TX0008040694 | 3/27/2015 | Dex Media Holdings, Inc. |
GR. NORTHWEST VALLEY, AZ TELEPHONE DIRECTORY 003800/R302 | Text | TX0008134174 | 11/24/2015 | Dex Media Holdings, Inc. |
Grafton, ND Telephone Directory, 2015, 055315/R3596 | Text | TX0008050696 | 4/15/2015 | Dex Media Holdings, Inc. |
GRAND COUNTY WINTER PARK, CO TELEPHONE DIRECTORY 008442/R779 | Text | TX0008191772 | 11/16/2015 | Dex Media Holdings, Inc. |
Grand Forks-East Grand Forks, ND Telephone Directory 055338-R3598 | Text | TX0008109273 | 10/7/2015 | Dex Media Holdings, Inc. |
Grand Junction, CO Telephone Directory 008468/R781 | Text | TX0008054127 | 4/14/2015 | Dex Media Holdings, Inc. |
Grand Junction Plus, CO Telephone Directory 109127/R17095 | Text | TX0008040705 | 3/27/2015 | Dex Media Holdings, Inc. |
Grant Pass Medford Plus, OR Telephone Directory 104388-R15704 | Text | TX0008152437 | 8/28/2015 | Dex Media Holdings, Inc. |
Grants Pass Rogue River, OR Telephone Directory 061282-R5995 | Text | TX0008152394 | 8/28/2015 | Dex Media Holdings, Inc. |
Great Falls, MT Telephone Directories 042802/0042803/R3410 | Text | TX0008139462 | 10/20/2015 | Dex Media Holdings, Inc. |
Greater Albuquerque, NM Telephone Directory 104580 R15726 | Text | TX0008013625 | 2/2/2015 | Dex Media Holdings, Inc. |
Greater Snohomish County, WA Telephone Directory077726-R7310 | Text | TX0008232308 | 11/6/2015 | Dex Media Holdings, Inc. |
GREELEY-WINDSOR, CO 008494/R783 | Text | TX0008227868 | 2/3/2016 | Dex Media Holdings, Inc. |
GREELEY-WINDSOR, CO 008494/R783 | Text | TX0008230793 | 2/19/2016 | Dex Media Holdings, Inc. |
GREELEY-WINDSOR, CO 008494/R783 | Text | TX0008245388 | 2/1/2016 | Dex Media Holdings, Inc. |
GREEN VALLEY, AZ 003470/R253 | Text | TX0008245423 | 2/12/2016 | Dex Media Holdings, Inc. |
GUNNISON, CO 008520/R785 | Text | TX0008192623 | 2/16/2016 | Dex Media Holdings, Inc. |
Hanover, PA Telephone Directories 063118/R6144 | Text | TX0008139452 | 10/20/2015 | Dex Media Holdings, Inc. |
Helena, MT Telephone Directory 042904-R3413 | Text | TX0008081773 | 5/13/2015 | Dex Media Holdings, Inc. |
Hermiston / Echo / Irrigon, OR Telephone Directory 061338 / R6030 | Text | TX0008021326 | 2/20/2015 | Dex Media Holdings, Inc. |
Idaho Falls, ID Telephone Directory 017402 / R1465 | Text | TX0008017837 | 2/18/2015 | Dex Media Holdings, Inc. |
Idaho Falls Plus, ID Telephone Directory 104791 / R15834 | Text | TX0008017858 | 2/18/2015 | Dex Media Holdings, Inc. |
Idaho Springs, CO Telephone Directory 008572 | Text | TX0008039715 | 3/23/2015 | Dex Media Holdings, Inc. |
IOWA CITY, IA 025933/R1349 | Text | TX0008228848 | 2/12/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Iowa Falls Hampton, IA Telephone Directory 025953/R1351 | Text | TX0008049629 | 4/10/2015 | Dex Media Holdings, Inc. |
Jackson & Holmes Counties Telephone Directories 012568/R994 | Text | TX0008187468 | 10/20/2015 | Dex Media Holdings, Inc. |
Jackson Hole, WY Telephone Directory 083950-R7692 | Text | TX0008134141 | 8/3/2015 | Dex Media Holdings, Inc. |
JACKSON-WINDOM, MN 038833/R2965 | Text | TX0008232292 | 2/19/2016 | Dex Media Holdings, Inc. |
Kitsap Peninsula, WA Telephone Directory077075-R7211 | Text | TX0008150901 | 8/21/2015 | Dex Media Holdings, Inc. |
Klamath Falls, OR Telephone Directory, 2015, 061352/R6004 | Text | TX0008139041 | 10/21/2015 | Dex Media Holdings, Inc. |
La Junta, CO Telephone Directory, 2015, 008624-R790 | Text | TX0008116997 | 6/17/2015 | Dex Media Holdings, Inc. |
Lakewood, Golden Wheat Ridge, CO Telephone Directory 008949-R818 | Text | TX0008144272 | 8/11/2015 | Dex Media Holdings, Inc. |
Lamar and Surrounding Area, CO Telephone Directory 008650-R791 | Text | TX0008109242 | 6/18/2015 | Dex Media Holdings, Inc. |
Lander, WY, Riverton, Telephone Directory, 2015, 083410 / R7676 | Text | TX0008018745 | 2/18/2015 | Dex Media Holdings, Inc. |
Las Cruces, NM Telephone Directory 048419/R3804 | Text | TX0008034627 | 3/16/2015 | Dex Media Holdings, Inc. |
Las Vegas, NM Telephone Directory 048458/R3806 | Text | TX0008138807 | 10/19/2015 | Dex Media Holdings, Inc. |
Le Sueur, MN, Telephone Directory, Issued June 2015, 038665/R2926 | Text | TX0008302649 | 6/17/2016 | Dex Media Holdings, Inc. |
Le Sueur/ St. Peter, MN Telephone Directory 038665-R2926 | Text | TX0008121310 | 6/29/2015 | Dex Media Holdings, Inc. |
Lewiston / Clarkston Moscow / Pullman / Colfax, WA Telephone Directory 2015 017486 / R1469 |
Text | TX0008018342 | 2/6/2015 | Dex Media Holdings, Inc. |
Lewiston,MT Telephone Directory 043010-R3415 | Text | TX0008165946 | 9/17/2015 | Dex Media Holdings, Inc. |
Limon / Burlington, CO Telephone Directory 008130 / R743 | Text | TX0008017857 | 2/18/2015 | Dex Media Holdings, Inc. |
Litchfield/Monte Video, MN Telephone Directory038420-R2855 | Text | TX0008144131 | 8/5/2015 | Dex Media Holdings, Inc. |
Little Falls, MN Telephone Directory 038424-R2858 | Text | TX0008018514 | 2/12/2015 | Dex Media Holdings, Inc. |
Longmont/Boulder, CO Telephone Directory 104487-R15814 | Text | TX0008059337 | 4/24/2015 | Dex Media Holdings, Inc. |
Longmont, CO Telephone Directory 008702-R794 | Text | TX0008020346 | 4/21/2015 | Dex Media Holdings, Inc. |
Longview, WA, Telephone Directory, Issued July 2015, 077410-R7251 | Text | TX0008127323 | 7/17/2015 | Dex Media Holdings, Inc. |
Loveland/Berthound, CO Telephone Directory 008728/R795 | Text | TX0008020342 | 4/21/2015 | Dex Media Holdings, Inc. |
Los Lunas/Belen, NM, Telephone Directory, Issued June 2015, 048166-R3987 | Text | TX0008127320 | 7/17/2015 | Dex Media Holdings, Inc. |
Malad City Holbrook, ID Telephone Directory 017500 / R1470 | Text | TX0008001850 | 2/10/2015 | Dex Media Holdings, Inc. |
Marshalltown, IA Telephone Directory 026158 | Text | TX0008044006 | 3/24/2015 | Dex Media Holdings, Inc. |
Mason City/Charles City , IA Telephone Directory 026179-R1376 | Text | TX0008121551 | 6/29/2015 | Dex Media Holdings, Inc. |
Medford/Ashland, OR Telephone Directory 061440-R6011. | Text | TX0008105968 | 5/27/2015 | Dex Media Holdings, Inc. |
Medford-Ashland Plus, OR Telephone Directory 104387-R155689 | Text | TX0008105001 | 5/27/2015 | Dex Media Holdings, Inc. |
Metro Denver A-Z CO Telephone Directory 008260 / R762 | Text | TX0008013627 | 2/2/2015 | Dex Media Holdings, Inc. |
Minnesota Northeast, MN Telephone Directory 038474-R2872 | Text | TX0008059343 | 4/24/2015 | Dex Media Holdings, Inc. |
MINNESOTA SOUTHWEST, MN 038483/R2874 | Text | TX0008232267 | 2/19/2016 | Dex Media Holdings, Inc. |
Missoula, MT Telephone Directory 043197 / R3419 | Text | TX0008021318 | 2/20/2015 | Dex Media Holdings, Inc. |
Montrose/Delta/Telluride, CO Telephone Directory 008750-R796 | Text | TX0008081766 | 5/13/2015 | Dex Media Holdings, Inc. |
Moore County Area wide, NC Telephone Directories 054542/R15995- | Text | TX0008187573 | 10/20/2015 | Dex Media Holdings, Inc. |
Moore County Area Wide, NC Telephone Directories 054542 /R3544-A | Text | TX0008187565 | 10/20/2015 | Dex Media Holdings, Inc. |
Morris, MN Telephone Directory 038497-R2876 | Text | TX0008134134 | 8/3/2015 | Dex Media Holdings, Inc. |
MOSES LAKE, WA 077470/R7259 | Text | TX0008228877 | 2/3/2016 | Dex Media Holdings, Inc. |
Mountain Home, ID Telephone Directory, 2015, 017598 / R1472 | Text | TX0008026123 | 2/27/2015 | Dex Media Holdings, Inc. |
Muscatine And Surrounding Area, IA Telephone Directory 2015 026241-R1384 | Text | TX0008083275 | 4/27/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Nampa-Caldwell, ID Telephone Directory, 2015, 017622-R1473 | Text | TX0008145056 | 8/13/2015 | Dex Media Holdings, Inc. |
NOGALES/RIO RICO, AZ, Telephone Directory, 003470/R270 | Text | TX0008235129 | 2/16/2016 | Dex Media Holdings, Inc. |
Norfolf, NE Telephone Directory 044605-R3662 | Text | TX0008171898 | 9/30/2015 | Dex Media Holdings, Inc. |
North Dakota-South Central, ND Telephone Directory 055829-R3614 | Text | TX0008109056 | 6/22/2015 | Dex Media Holdings, Inc. |
North / Northwest Tucson Area, AZ Telephone Directory 003778 / R300 | Text | TX0008017551 | 2/6/2015 | Dex Media Holdings, Inc. |
Northeast, CO Telephone Directory 008858-R812 | Text | TX0008124213 | 6/30/2015 | Dex Media Holdings, Inc. |
NORTHEASTERN, WY TELEPHONE DIRECTORY 083533/R7680 | Text | TX0008213656 | 12/17/2015 | Dex Media Holdings, Inc. |
Northern Colorado, CO Telephone Directory 104615-R15830 | Text | TX0008056000 | 4/20/2015 | Dex Media Holdings, Inc. |
Northern Colorado, CO Telephone Directory 104616-R15832 | Text | TX0008020185 | 4/21/2015 | Dex Media Holdings, Inc. |
Northern Hills, SD Telephone Directory 067023-R6381 | Text | TX0008081750 | 5/13/2015 | Dex Media Holdings, Inc. |
Northern Oregon Coast, OR Telephone Directory 061037/R5966 | Text | TX0008049637 | 4/10/2015 | Dex Media Holdings, Inc. |
Northglenn, CO Telephone Directory, 2015, 008767-R797 | Text | TX0008146399 | 8/13/2015 | Dex Media Holdings, Inc. |
Northwest Suburban Area, MN Telephone Directory, 2015, 038048-R2771 | Text | TX0008028981 | 5/28/2015 | Dex Media Holdings, Inc. |
Ogden/North Davis, UT Telephone Directory, 2015, 074614-R7046 | Text | TX0008145058 | 8/13/2015 | Dex Media Holdings, Inc. |
Okanogan Valley, WA Telephone Directory 077514 / R7267 | Text | TX0007963319 | 1/26/2015 | Dex Media Holdings, Inc. |
OLYMPIA LACEY, WA 077526/R7270 | Text | TX0008228840 | 2/12/2016 | Dex Media Holdings, Inc. |
Omaha Metro Bluffs& Surrounding Communities Plus, IA Telephone Directory 104385- R15709 | Text | TX0008157881 | 8/5/2015 | Dex Media Holdings, Inc. |
Omaha, NE Telephone Directory 044715-R12535 | Text | TX0008144264 | 8/11/2015 | Dex Media Holdings, Inc. |
Ottumwa Oskaloosa/Pella, IA Telephone Directory 026436/R1402 | Text | TX0008040030 | 3/23/2015 | Dex Media Holdings, Inc. |
Palestine-Anderson, TX Telephone Directory 072268/R6883 | Text | TX0008171542 | 10/21/2015 | Dex Media Holdings, Inc. |
PARK CITY -HERBER CITY, UT 074266/R7040 | Text | TX0008228789 | 2/12/2016 | Dex Media Holdings, Inc. |
Park Rapids/Staples/Wadena, MN Telephone Directory 038761-R2955 | Text | TX0008314677 | 8/14/2015 | Dex Media Holdings, Inc. |
Payette-Ontario, ID Telephone Directory 017682-R1478 | Text | TX0008107200 | 6/10/2015 | Dex Media Holdings, Inc. |
Payson/Pine Strawberry, AZ Telephone Directory 003545/R276 | Text | TX0008040882 | 3/27/2015 | Dex Media Holdings, Inc. |
Pendleton Athena / Weston, OR Telephone Directory 061667 / R6029 | Text | TX0008021314 | 2/20/2015 | Dex Media Holdings, Inc. |
Phoenix Plus, AZ Telephone Directory, 2015, 104364-R15685 | Text | TX0008123177 | 6/30/2015 | Dex Media Holdings, Inc. |
Phoenix YP, AZ Telephone Directory 003570-R17120 | Text | TX0008121550 | 6/29/2015 | Dex Media Holdings, Inc. |
Pocatello, ID Telephone Directory, 2015, 017696-R1480 | Text | TX0008145068 | 8/13/2015 | Dex Media Holdings, Inc. |
PORT ANGELES-SEQUIM, WA 077550/R7276 | Text | TX0008228762 | 2/12/2016 | Dex Media Holdings, Inc. |
PORT TOWNSEND-PORT LUNDLOW, WA 077562/R7277 | Text | TX0008217451 | 1/22/2016 | Dex Media Holdings, Inc. |
Portland Metro, OR Telephone Directory 061702/R6035 | Text | TX0008025526 | 2/26/2015 | Dex Media Holdings, Inc. |
Portland, OR Telephone Directory 110074/R17198 | Text | TX0008048035 | 4/6/2015 | Dex Media Holdings, Inc. |
Prescott, AZ Telephone Directory 003620/R281 | Text | TX0008044141 | 3/24/2015 | Dex Media Holdings, Inc. |
Prescott, AZ Telephone Directory 108094/R17044 | Text | TX0008040006 | 3/23/2015 | Dex Media Holdings, Inc. |
Price - Helper, UT Telephone Directory 074710/R7048 | Text | TX0008040012 | 3/23/2015 | Dex Media Holdings, Inc. |
Provo/Orem, UT Telephone Directory 110536/R17650 | Text | TX0008028479 | 4/1/2015 | Dex Media Holdings, Inc. |
Pueblo, Co Telephone Directory008780-R804 | Text | TX0008124262 | 8/6/2015 | Dex Media Holdings, Inc. |
Puyallup, WA Telephone Directory 077602-R7279 | Text | TX0008116735 | 6/17/2015 | Dex Media Holdings, Inc. |
Rapid City, SD Telephone Directory 067065-R6387 | Text | TX0008082079 | 5/7/2015 | Dex Media Holdings, Inc. |
Rawlins/Encampment Hanna/Saratoga, WY Telephone Directory 083600-R7684 | Text | TX0008109238 | 6/18/2015 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Red Wing, MN Telephone Directory 038605-R2905 | Text | TX0008059341 | 4/24/2015 | Dex Media Holdings, Inc. |
Rio Rancho, NM Telephone Directory 048606 / R3811 | Text | TX0008013633 | 2/2/2015 | Dex Media Holdings, Inc. |
Rochester, MN Telephone Directory 038617 | Text | TX0008044004 | 3/24/2015 | Dex Media Holdings, Inc. |
Rochester Plus, MN Telephone Directory 109028/R17083 | Text | TX0007990600 | 3/16/2015 | Dex Media Holdings, Inc. |
ROCK SPRINGS, WY TELEPHONE DIRECTORY 083655/R7685 | Text | TX0008134080 | 11/18/2015 | Dex Media Holdings, Inc. |
ROSEBURG, OR 061737/R6038 | Text | TX0008230120 | 2/19/2016 | Dex Media Holdings, Inc. |
Roswell and Surrounding Area, NM Telephone Directory, 2015, 048614-R3812 | Text | TX0008123195 | 6/30/2015 | Dex Media Holdings, Inc. |
Roxboro, NC Telephone Directory 054393/R3533 | Text | TX0008171543 | 10/21/2015 | Dex Media Holdings, Inc. |
Salem -Keizer And Surrounding Area, OR Telephone Directory, 2015, 061772-R6040 | Text | TX0008091083 | 8/3/2015 | Dex Media Holdings, Inc. |
Salida/Buena Vista, CO Telephone Directory 008806-R806 | Text | TX0008105010 | 5/27/2015 | Dex Media Holdings, Inc. |
Salt Lake City, UT Telephone Directory 074816/R7052 | Text | TX0008173021 | 10/21/2015 | Dex Media Holdings, Inc. |
Santa FE, NM Telephone Directory 048692-R3818 | Text | TX0008108888 | 6/9/2015 | Dex Media Holdings, Inc. |
Sarpy County, NE Telephone Directory 044720-R3678 | Text | TX0008144273 | 8/11/2015 | Dex Media Holdings, Inc. |
Seattle, WA Telephone Directory 077678-R7298 | Text | TX0008156392 | 9/17/2015 | Dex Media Holdings, Inc. |
Seattle, WA Telephone Directory 109875/R17189 | Text | TX0008028491 | 4/1/2015 | Dex Media Holdings, Inc. |
SHELTON, WA 077702/R7304 | Text | TX0008227877 | 2/3/2016 | Dex Media Holdings, Inc. |
Shenandoah Red Oak, IA 0266711A/R1420 | Text | TX0008205606 | 1/8/2016 | Dex Media Holdings, Inc. |
Sidney/Kimbell, NE Telephone Directory 044824-R3685 | Text | TX0008168610 | 9/22/2015 | Dex Media Holdings, Inc. |
SILVER CITY-DEMING LORDSBURG AREA 048770/R3820 | Text | TX0008250155 | 2/9/2016 | Dex Media Holdings, Inc. |
Sioux City, IA 0267121A Telephone Directory | Text | TX0008191311 | 11/16/2015 | Dex Media Holdings, Inc. |
Sioux Falls Regional Dex Plus, SD Telephone Directory 105555-R16857 | Text | TX0008165950 | 9/17/2015 | Dex Media Holdings, Inc. |
Sioux Falls, SD Telephone Directory 067640-R6411 | Text | TX0008156421 | 9/17/2015 | Dex Media Holdings, Inc. |
Socorro, NM Telephone Directory, 2015, 048809/R3821 | Text | TX0008050676 | 4/15/2015 | Dex Media Holdings, Inc. |
Soda Springs, ID Telephone Directory 017878 / R1486 | Text | TX0007963317 | 1/26/2015 | Dex Media Holdings, Inc. |
South Boston-Halifax, VA Telephone Directory 076794/R7143 | Text | TX0008171659 | 10/20/2015 | Dex Media Holdings, Inc. |
South Central Utah, UT Telephone Directory 074864-R7056 | Text | TX0008121398 | 6/29/2015 | Dex Media Holdings, Inc. |
South Dakota, South Central, SD Telephone Directory 067651/R12553 | Text | TX0008040684 | 3/27/2015 | Dex Media Holdings, Inc. |
outh-Jeffco Columbine Valley, CO Telephone Directory, 2015, 008185-R746 | Text | TX0008146417 | 8/13/2015 | Dex Media Holdings, Inc. |
SOUTH METRO, MN TELEPHONE DIRECTORY 038149/R2795 | Text | TX0008134088 | 11/18/2015 | Dex Media Holdings, Inc. |
Southern , UT Telephone Directory 074866-R7057 | Text | TX0008108896 | 6/9/2015 | Dex Media Holdings, Inc. |
Spencer And Iowa Great Lakes, IA Telephone Directory, 2015, 025955-R1353 | Text | TX0008104935 | 5/27/2015 | Dex Media Holdings, Inc. |
Spokane-Coeur,d’Alene, WA Telephone Directory 077762/R7315 | Text | TX0008173019 | 10/21/2015 | Dex Media Holdings, Inc. |
St. Cloud, MN Telephone Directory 038629 / R2917 | Text | TX0008057427 | 2/25/2015 | Dex Media Holdings, Inc. |
St. Cloud Regional Plus, MN Telephone Directory, 2015,109317 / R17158 | Text | TX0008026436 | 2/27/2015 | Dex Media Holdings, Inc. |
St. Helens, OR Telephone Directory, 2015, 061755-R6039 | Text | TX0008127653 | 7/10/2015 | Dex Media Holdings, Inc. |
Storm Lake Cherokee, IA Telephone Directory 026774/R1429 | Text | TX0008044671 | 4/1/2015 | Dex Media Holdings, Inc. |
SUMMIT COUNTY CO 008676/R15818 | Text | TX0008232278 | 2/19/2016 | Dex Media Holdings, Inc. |
Tacoma, WA Telephone Directory077774-R7317 | Text | TX0008116737 | 6/17/2015 | Dex Media Holdings, Inc. |
Taos, NM Telephone Directory048838-R3822 | Text | TX0008150887 | 8/21/2015 | Dex Media Holdings, Inc. |
TOOELE, UT 074918/R7059 | Text | TX0008225784 | 2/4/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
Tri-Cities Regional, WA Telephone Directory 077538-R7275 | Text | TX0008156389 | 9/17/2015 | Dex Media Holdings, Inc. |
Trinidad/Aguilar Branson/Weston, CO Telephone Directory 008884-R814 | Text | TX0008105008 | 5/27/2015 | Dex Media Holdings, Inc. |
Tucson, AZ Telephone Directory 003771/R15965 | Text | TX0008178960 | 10/22/2015 | Dex Media Holdings, Inc. |
Tucumcari, NM Telephone Directory 048916/R3825 | Text | TX0008134194 | 11/24/2015 | Dex Media Holdings, Inc. |
Twin Cities-East Metro, Including St. Paul, MN Telephone Directory 038653-R2923 | Text | TX0008211478 | 11/2/2015 | Dex Media Holdings, Inc. |
Twin Cities - West Metro including Minneapolis , MN Telephone Directory 038473-R2871 | Text | TX0008107247 | 6/10/2015 | Dex Media Holdings, Inc. |
Twin Cities-West Metro Plus, MN Telephone Directory 104365-R15690 | Text | TX0008108751 | 6/4/2015 | Dex Media Holdings, Inc. |
Twin Falls-Burley-Rupert, ID Telephone Directory 2015 0176906-R1491 | Text | TX0008079403 | 4/27/2015 | Dex Media Holdings, Inc. |
Twin Ports, MN Telephone Directory, 2015, 038727-R2946 | Text | TX0008130443 | 7/14/2015 | Dex Media Holdings, Inc. |
Twin Ports, MN, Telephone Directory, Issued July 2015, 109351-R17162 | Text | TX0008127316 | 7/17/2015 | Dex Media Holdings, Inc. |
Uintah Basin, UT Telephone Directory 2015 074950 / R7061 | Text | TX0008018119 | 2/18/2015 | Dex Media Holdings, Inc. |
VAIL-LEADVILLE-SUMMIT COUNTY CO 008676/R793 | Text | TX0008225708 | 2/4/2016 | Dex Media Holdings, Inc. |
Wahpeton-Breckenridge, ND Telephone Directory, 2015, 055879/R3616 | Text | TX0008139067 | 10/21/2015 | Dex Media Holdings, Inc. |
Walla Walla, WA Telephone Directory 077870/R7335 | Text | TX0008049635 | 4/10/2015 | Dex Media Holdings, Inc. |
Walsenburg/Gardner/La Veta Chuchara, CO Telephone Directory 008936-R817 | Text | TX0008107214 | 6/10/2015 | Dex Media Holdings, Inc. |
Washington, NC Telephone Directory, 2015, 054805-R15983 | Text | TX0008033460 | 5/15/2015 | Dex Media Holdings, Inc. |
Washington, NC Telephone Directory, 2015, 054805/R3563 | Text | TX0008043150 | 4/1/2015 | Dex Media Holdings, Inc. |
Waterloo/ Cedar Falls, IA Telephone Directory, 2015, 026897-R1441 | Text | TX0008127651 | 7/10/2015 | Dex Media Holdings, Inc. |
WEST CENTRAL NEBRASKA, NE 044641/R3668 | Text | TX0008230122 | 2/19/2016 | Dex Media Holdings, Inc. |
Western Suburban Area, MN Telephone Directory, 2015, 038388-R2849 | Text | TX0008028979 | 5/28/2015 | Dex Media Holdings, Inc. |
Western Suburbs, IA Telephone Directory, 2015, 025485-R1310 | Text | TX0008077115 | 5/7/2015 | Dex Media Holdings, Inc. |
Whatcom County Bellingham, WA Telephone Directory 2015 077062-R17000 | Text | TX0008108574 | 5/27/2015 | Dex Media Holdings, Inc. |
Wickenburg, AZ Telephone Directory 003820 / R304 | Text | TX0008001883 | 2/20/2015 | Dex Media Holdings, Inc. |
Williston, ND Telephone Directory, 2015, 055922/R3618 | Text | TX0008050697 | 4/15/2015 | Dex Media Holdings, Inc. |
Winslow/Holbrook/Joseph City, AZ Telephone Directory 003870-R306 | Text | TX0008077769 | 5/13/2015 | Dex Media Holdings, Inc. |
Yakima Valley, WA Telephone Directory 077930 / R7341 | Text | TX0007968546 | 1/23/2015 | Dex Media Holdings, Inc. |
Yuma, AZ Telephone Directory 003920/R308 | Text | TX0008034639 | 3/16/2015 | Dex Media Holdings, Inc. |
Yuma Plus, AZ Telephone Directory 108095/R17043 | Text | TX0008034283 | 3/16/2015 | Dex Media Holdings, Inc. |
CLACKAMAS COUNTY, OR 061649/R6025 | Text | TX0008322407 | 7/26/2016 | Dex Media |
ABERDEEN, WA 077010/R7189 | Text | TX0008274633 | 5/23/2016 | Dex Media Holdings, Inc. |
Alamogordo, NM 0480101/R3780 | Text | TX0008297853 | 6/13/2016 | Dex Media Holdings, Inc. |
Albany, OR, 061010/R5965 Telephone Directory | Text | TX0008205390 | 1/8/2016 | Dex Media Holdings, Inc. |
ALBUQUERQUE, NM 048050/R3783 | Text | TX0008172305 | 3/11/2016 | Dex Media Holdings, Inc. |
ALGONA, IA 025030/R1264 | Text | TX0008284330 | 5/23/2016 | Dex Media Holdings, Inc. |
ALLIANCE CHANDRON, NE 044549/R3658 | Text | TX0008246071 | 3/18/2016 | Dex Media Holdings, Inc. |
ATLANTIC, IA 025092 /R1271 | Text | TX0008256332 | 3/29/2016 | Dex Media Holdings, Inc. |
BAKER CITY, OR 061055/R5968 | Text | TX0008312496 | 8/3/2016 | Dex Media Holdings, Inc. |
BELLINGHAM, WA Telephone Directory 2016 077062/R7207 | Text | TX0008328706 | 7/28/2016 | Dex Media Holdings, Inc. |
BILLINGS, MT 042129/R3400 | Text | TX0008255486 | 3/30/2016 | Dex Media Holdings, Inc. |
BISMARK MANDAN, ND 055210/R3583 | Text | TX0008171309 | 2/23/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
BLACKFOOF/SHELLEY, ID 017094/R1456 | Text | TX0008333060 | 10/24/2016 | Dex Media Holdings, Inc. |
BOISE, ID 017122/R1458 | Text | TX0008239490 | 3/3/2016 | Dex Media Holdings, Inc. |
BOULDER, CO 008052/R740 | Text | TX0008284347 | 5/23/2016 | Dex Media Holdings, Inc. |
BOZEMAN, MT 042163/R3405 | Text | TX0008318235 | 8/29/2016 | Dex Media Holdings, Inc. |
Brainerd Lakes, MN 038120/R2789 | Text | TX0008302123 | 6/24/2016 | Dex Media Holdings, Inc. |
BUTTE, MT 042248/R3406 | Text | TX0008312497 | 8/3/2016 | Dex Media Holdings, Inc. |
Canon City, CO Telephone Directory 2016 008156/R744 | Text | TX0008301789 | 6/17/2016 | Dex Media Holdings, Inc. |
CARROLL/GLIDDEN IA 025235/R1283 | Text | TX0008250893 | 3/2/2016 | Dex Media Holdings, Inc. |
CASA GRANDE, AZ 003120/R235 | Text | TX0008250824 | 3/2/2016 | Dex Media Holdings, Inc. |
Cedar Rapids, IA 025256/R1287 | Text | TX0008302096 | 6/17/2016 | Dex Media Holdings, Inc. |
CENTRALIA/CHEHALIS, WA 077114/R7213 | Text | TX0008231582 | 2/23/2016 | Dex Media Holdings, Inc. |
CHEYENNE, WY 083125/R7664 | Text | TX0008318199 | 8/22/2016 | Dex Media Holdings, Inc. |
CLARK COUNTY WA 077846/R7330 | Text | TX0008234690 | 2/22/2016 | Dex Media Holdings, Inc. |
Clinton/Camanche, IA 025338/R1294 | Text | TX0008296065 | 6/13/2016 | Dex Media Holdings, Inc. |
CLOQUET, MN 038076/R2778 | Text | TX0008224386 | 7/28/2016 | Dex Media Holdings, Inc. |
CLOVIS/PORTALES NM TELEPHONE DIRECTORY 048244/R3790 | Text | TX0008283359 | 5/9/2016 | Dex Media Holdings, Inc. |
COCHISE COUNTY, AZ 003145/R240 | Text | TX0008240029 | 3/3/2016 | Dex Media Holdings, Inc. |
COLORADO SPRINGS, CO 008208/R751 | Text | TX0008256321 | 3/29/2016 | Dex Media Holdings, Inc. |
Corvallis, OR 061195/R5981 | Text | TX0008205608 | 1/8/2016 | Dex Media Holdings, Inc. |
DECORAH-ELKADER, IA 025441/R1303 | Text | TX0008235265 | 2/22/2016 | Dex Media Holdings, Inc. |
Detroit Lakes, MN 038212/R2810 | Text | TX0008301139 | 6/17/2016 | Dex Media Holdings, Inc. |
DICKINSON, ND 055572/R3607 | Text | TX0008274886 | 3/30/2016 | Dex Media Holdings, Inc. |
Directory Name,St Telephone Directory Book Code | Text | TX0008274920 | 4/18/2016 | Dex Media Holdings, Inc. |
East Central MN Telephone Directory, 2016 038156/R2797 | Text | TX0008302717 | 6/24/2016 | Dex Media Holdings, Inc. |
EASTERN MONTANA, MT 043180/R3418 | Text | TX0008231571 | 2/23/2016 | Dex Media Holdings, Inc. |
EVERGREEN, CO, Issued April 2016, 008338/R774 | Text | TX0008250701 | 5/12/2016 | Dex Media Holdings, Inc. |
FARGO/MOORHEAD, ND 055272/R3592 | Text | TX0008192707 | 4/25/2016 | Dex Media Holdings, Inc. |
FLORENCE/COOIDGE, AZ 003120/R17093 | Text | TX0008250842 | 3/2/2016 | Dex Media Holdings, Inc. |
Fort Collins, CO Telephone Directory Issued 2016 008364/R776 | Text | TX0008291393 | 6/1/2016 | Dex Media Holdings, Inc. |
FORT MADISON-KEOKUK, IA 0257071A R1331 | Text | TX0008252645 | 3/16/2016 | Dex Media Holdings, Inc. |
GLACIAL LAKES,SD 067521/R6404 | Text | TX0008171308 | 2/23/2016 | Dex Media Holdings, Inc. |
GLENWOOD, MN 038316/R2826 | Text | TX0008312489 | 8/3/2016 | Dex Media Holdings, Inc. |
GLOBE/MIAMI AZ 003320/R252 | Text | TX0008277934 | 5/2/2016 | Dex Media Holdings, Inc. |
Grafton ND 055315/R3596 | Text | TX0008283296 | 5/23/2016 | Dex Media Holdings, Inc. |
GRAND JUNCTION, CO 008468/R781 | Text | TX0008271612 | 5/12/2016 | Dex Media Holdings, Inc. |
GRANTS PASS ROGUE RIVER, OR 061282/R5995 | Text | TX0008323177 | 10/24/2016 | Dex Media Holdings, Inc. |
Helena, MT Telephone Directory 2016 042904/R3413 | Text | TX0008301833 | 6/24/2016 | Dex Media Holdings, Inc. |
HEPPNER, OH, IONE, LEXINGTON, Telephone Directory, Issued March 2016, 061338/R6031 |
Text | TX0008255473 | 3/30/2016 | Dex Media Holdings, Inc. |
HERMISTON, OR 061338/R6030 | Text | TX0008255846 | 3/24/2016 | Dex Media Holdings, Inc. |
IDAHO FALL, ID 017402/R1465 | Text | TX0008255343 | 3/24/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
IDAHO SPRINGS, CO 008572/R788 | Text | TX0008283335 | 5/9/2016 | Dex Media Holdings, Inc. |
IOWA FALLS-HAMPTON, IA 025953/R1351 | Text | TX0008274665 | 5/23/2016 | Dex Media Holdings, Inc. |
JACKSON, WY 083950/R7692 | Text | TX0008318739 | 8/29/2016 | Dex Media Holdings, Inc. |
LA JUNTA, CO 008624/R790 | Text | TX0008312490 | 8/3/2016 | Dex Media Holdings, Inc. |
LAMAR, CO, Telephone Directory, Issued July 2016, 008650/R791 | Text | TX0008314583 | 8/3/2016 | Dex Media Holdings, Inc. |
LANDER/RIVERTON, WY 083410/R7676 | Text | TX0008255876 | 3/30/2016 | Dex Media Holdings, Inc. |
LARAMIE ROCK RIVER, WY 083445/R7677 | Text | TX0008171312 | 2/23/2016 | Dex Media Holdings, Inc. |
LAS CRUCES, NM 048419/R3804 | Text | TX0008274928 | 4/18/2016 | Dex Media Holdings, Inc. |
LEWISTON-CLARKSTON, ID 017486/R1469 | Text | TX0008294529 | 2/22/2016 | Dex Media Holdings, Inc. |
LEWISTOWN, MT 043010/R3415 | Text | TX0008333061 | 10/24/2016 | Dex Media Holdings, Inc. |
LIMON BURLINGTON, CO 008130/R743 | Text | TX0008192527 | 3/11/2016 | Dex Media Holdings, Inc. |
LITTLE FALLS, MN 038424/R2858 | Text | TX0008252643 | 3/16/2016 | Dex Media Holdings, Inc. |
LONGMONT, CO 008702/R974 | Text | TX0008284345 | 5/23/2016 | Dex Media Holdings, Inc. |
LONGVIEW, WA 077410/R7251 | Text | TX0008318237 | 8/29/2016 | Dex Media Holdings, Inc. |
Loveland/Berthoud, CO Telephone Directory Issued May 2016 008728/R795 | Text | TX0008291487 | 6/1/2016 | Dex Media Holdings, Inc. |
MARICOPA, AZ 003120/R17094 | Text | TX0008250828 | 3/2/2016 | Dex Media Holdings, Inc. |
MARSHALLTOWN, IA 026158/R1372 | Text | TX0008192758 | 4/25/2016 | Dex Media Holdings, Inc. |
MEDFORD, OR 061440/R6011 | Text | TX0008313004 | 8/3/2016 | Dex Media Holdings, Inc. |
METRO DENVER, CO | Text | TX0008240020 | 3/3/2016 | Dex Media Holdings, Inc. |
Minnesota NW, MN Telephone Directory 038474/R2872 | Text | TX0008291476 | 6/1/2016 | Dex Media Holdings, Inc. |
MISSOULA, MT, Telephone Directory, Issued March 2016, 043197/R3419 | Text | TX0008255481 | 3/30/2016 | Dex Media Holdings, Inc. |
Montrose, CO Telephone Directory 2016 008750/R796 | Text | TX0008301470 | 6/17/2016 | Dex Media Holdings, Inc. |
Mountain Home, ID, Telephone Directory, Issued March 2016, 017598/R1472 | Text | TX0008254608 | 3/16/2016 | Dex Media Holdings, Inc. |
MUSCATINE, IA 026241/R1384 | Text | TX0008297843 | 6/13/2016 | Dex Media Holdings, Inc. |
North Dakota, ND Telephone Directory 2016 055829/R3614 | Text | TX0008328668 | 7/28/2016 | Dex Media Holdings, Inc. |
NORTHEAST, CO 008858/R812 | Text | TX0008224393 | 7/28/2016 | Dex Media Holdings, Inc. |
Northern Hills, SD 067023/R6381 | Text | TX0008298070 | 6/13/2016 | Dex Media Holdings, Inc. |
Northern Oregon Coast 061037/R5966 | Text | TX0008331328 | 7/26/2016 | Dex Media Holdings, Inc. |
OTTUMWA, IA 026436/R1402 | Text | TX0008192689 | 4/25/2016 | Dex Media Holdings, Inc. |
PAYSON/PINE/STRAWBERRY, AZ 003545/R276 | Text | TX0008277926 | 5/2/2016 | Dex Media Holdings, Inc. |
PENDLETON, OR 061667/R6029 | Text | TX0008255840 | 3/24/2016 | Dex Media Holdings, Inc. |
PHOENIX YP, AZ 003570/R17120 | Text | TX0008319620 | 8/10/2016 | Dex Media Holdings, Inc. |
POULSBO/SUQUAMISH/SILVERDALE/BAINBRIDGE ISLAND/CENTRAL & NORTH KITSAP, WA 077578/R7278 |
Text | TX0008333069 | 10/24/2016 | Dex Media Holdings, Inc. |
PRESCOTT, AZ 003620/R281 | Text | TX0008276177 | 4/27/2016 | Dex Media Holdings, Inc. |
PRICE-HELPER, UT 074710/R7048 | Text | TX0008192770 | 4/25/2016 | Dex Media Holdings, Inc. |
PROVO-OREM, UT 074726/R7049 | Text | TX0008234696 | 2/22/2016 | Dex Media Holdings, Inc. |
PUYALLUP, WA 077602/R7279 | Text | TX0008319622 | 8/10/2016 | Dex Media Holdings, Inc. |
Rapid City, SD 067065/R6387 | Text | TX0008296049 | 6/13/2016 | Dex Media Holdings, Inc. |
Rawlins, WY, Telephone Directory, Issued July 2016, 083600/R7684 | Text | TX0008314565 | 8/3/2016 | Dex Media Holdings, Inc. |
Red Wing, MN Telephone Directory Issued May 2016 038605/R2905 | Text | TX0008291500 | 6/1/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
Title | Type of Work | Registration No. |
Registration
Date |
Copyright Claimant |
RIO RANCHO, NM, Telephone Directory, Issued February 2016, 048606 | Text | TX0008256964 | 2/29/2016 | Dex Media Holdings, Inc. |
ROCHESTER, MN 038617/R2910 | Text | TX0008274486 | 4/19/2016 | Dex Media Holdings, Inc. |
SALEM, OR 061772/R6040 | Text | TX0008318238 | 8/29/2016 | Dex Media Holdings, Inc. |
Salida/Buena Vista, Telephone Directory 2016 CO 008806/R806 | Text | TX0008305683 | 6/24/2016 | Dex Media Holdings, Inc. |
SAUK CENTRE, MN 038677/R2928 | Text | TX0008224392 | 7/28/2016 | Dex Media Holdings, Inc. |
SOCORRO, NM 048809/R3821 | Text | TX0008284340 | 5/23/2016 | Dex Media Holdings, Inc. |
SODA SPRINGS, ID 017878/R1486 | Text | TX0008240381 | 3/2/2016 | Dex Media Holdings, Inc. |
SOUTH DAKOTA, SD 067651/R12553 | Text | TX0008277824 | 5/2/2016 | Dex Media Holdings, Inc. |
Spencer and Iowa Great Lakes, IA Telephone Directory 2016 025955/R1353 | Text | TX0008301831 | 6/24/2016 | Dex Media Holdings, Inc. |
ST. HELENS, OR 061755/R6039 | Text | TX0008313608 | 8/22/2016 | Dex Media Holdings, Inc. |
STEPHENVILLE REGIONAL, TX 073136/R6966 | Text | TX0008225709 | 2/4/2016 | Dex Media Holdings, Inc. |
STORM LAKE CHEROKEE, IA 026774/R1429 | Text | TX0008277721 | 5/2/2016 | Dex Media Holdings, Inc. |
TACOMA, WA, Telephone Directory, Issued July 2016, 077774/R7317 | Text | TX0008311497 | 8/18/2016 | Dex Media Holdings, Inc. |
Trinidad/Aguilar Branson/Weston, CO Telephone Directory 2016 08884/R814 | Text | TX0008305681 | 6/24/2016 | Dex Media Holdings, Inc. |
Twin Falls/Burley, ID 017906/R1491 | Text | TX0008298113 | 6/13/2016 | Dex Media Holdings, Inc. |
UINTAH BASIN, UT 074950/R7061 | Text | TX0008255912 | 3/24/2016 | Dex Media Holdings, Inc. |
WALLA WALLA, WA Issued April 2016 077870/R7335 | Text | TX0008250666 | 5/12/2016 | Dex Media Holdings, Inc. |
WALSENBURG, CO, Telephone Directory, Issued July 2016, 008936/R817 | Text | TX0008314567 | 8/3/2016 | Dex Media Holdings, Inc. |
WEBSTER CITY, IA 026938/R1443 | Text | TX0008231587 | 2/23/2016 | Dex Media Holdings, Inc. |
WICKENBURG, AZ 003820/R304 | Text | TX0008249772 | 3/18/2016 | Dex Media Holdings, Inc. |
WILLISTON, ND 055922/R3618 | Text | TX0008274488 | 5/23/2016 | Dex Media Holdings, Inc. |
Winslow, AZ Telephone Directory 2016 003870/R306 | Text | TX0008301815 | 6/24/2016 | Dex Media Holdings, Inc. |
YAKIMA VALLEY, WA 077930/R7341 | Text | TX0008240028 | 3/3/2016 | Dex Media Holdings, Inc. |
YANKTON, SD 067780/R6417 | Text | TX0008217456 | 1/22/2016 | Dex Media Holdings, Inc. |
YUMA, AZ 003920/R308 | Text | TX0008274927 | 4/18/2016 | Dex Media Holdings, Inc. |
Annex 3 to Guarantee and Collateral Agreement
PATENTS AND PATENT APPLICATIONS
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.} |
Issue date
{Publ. Date} |
Status |
Dex Media, Inc. | SYSTEM AND METHOD FOR DATA WAREHOUSING AND ANALYTICS ON A DISTRIBUTED FILE SYSTEM | US | 12/249,780 | 10/10/2008 | 7,917,463 | 3/29/2011 | ISSUED |
Dex Media, Inc. | METHOD AND SYSTEM FOR MANAGING DELIVERY OF LEADS AND BIDDING | US | 13/706,969 | 12/6/2012 | 9,842,347 | 12/12/2017 | ISSUED |
Dex Media, Inc. | DATABASE RECONCILIATION METHOD AND SYSTEM | US | 09/476,597 | 12/31/1999 | 6,496,838 | 12/17/2002 | ISSUED |
Daniel Pride
Dex Media, Inc. |
SYSTEM AND METHOD FOR DEMONSTRATION OF DYNAMIC WEB SITES WITH INTEGRATED DATABASE WITHOUT CONNECTING TO A NETWORK | US | 09/471,836 | 12/23/1999 | 6,608,634 | 8/19/2003 | ISSUED |
Dex Media, Inc. | METHOD & SYSTEM FOR ENHANCED WEB PAGE DELIVERY | US | 09/845,575 | 4/30/2001 | 7,260,774 | 8/21/2007 | ISSUED |
Dex Media, Inc. | METHOD AND SYSTEM FOR ENHANCED WEB PAGE DELIVERY AND VISITOR TRACKING | US | 11/478,800 | 6/30/2006 | 8,701,016 | 4/15/2014 | ISSUED |
Dex Media, Inc. | CLICK FRAUD PREVENTION SYSTEM AND METHOD | US | 11/343,112 | 1/30/2006 | 7,917,491 | 3/29/2011 | ISSUED |
Dex Media, Inc. | SYSTEM AND METHOD OF DYNAMICALLY GENERATING AN ELECTRONIC DOCUMENT BASED UPON DATA ANALYSIS | US | 09/456,784 | 12/8/1999 | 6,654,754 | 11/25/2003 | ISSUED |
Dex Media, Inc. | SYSTEM AND METHOD OF PROVIDING MULTIPLE ITEMS OF INDEX INFORMATION FOR A SINGLE DATA OBJECT | US | 09/456,777 | 12/8/1999 | 7,062,707 | 6/13/2006 | ISSUED |
Dex Media, Inc. | BID MANAGEMENT OPTIMIZATION SYSTEM AND APPARATUS | US | 10/883,556 | 7/1/2004 | 7,788,159 | 8/31/2010 | ISSUED |
Dex Media, Inc. | INFORMATION DISTRIBUTION SYSTEM | US | 10/680,952 | 10/8/2003 | 7,050,990 | 5/23/2006 | ISSUED |
Dex Media, Inc. | INFORMATION DISTRIBUTION SYSTEM AND METHOD THAT PROVIDES FOR ENHANCED DISPLAY FORMATS | US | 10/801,156 | 3/15/2004 | 7,974,878 | 7/5/2011 | ISSUED |
Dex Media, Inc. | INFORMATION DISTRIBUTION SYSTEM AND METHOD UTILIZING A POSITION ADJUSTMENT FACTOR | US | 10/800,887 | 3/15/2004 | 7,822,661 | 10/26/2010 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date {Publ. Date}
|
Status |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ENSURING A REAL-TIME CONNECTION BETWEEN USERS
AND SELECTED SERVICE PROVIDER USING VOICE MAIL
|
US | 09/947,591 | 9/5/2001 | 6,704,403 | 3/9/2004 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ENSURING A REAL-TIME CONNECTION BETWEEN USERS
AND SELECTED SERVICE PROVIDER USING VOICE MAIL
|
US | 10/611,050 | 7/1/2003 | 7,289,612 | 10/30/2007 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ENSURING A REAL-TIME CONNECTION BETWEEN USERS
AND SELECTED SERVICE PROVIDER USING VOICE MAIL
|
US | 11/927,534 | 10/29/2007 | 7,657,013 | 2/2/2010 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ENSURING A REAL-TIME CONNECTION BETWEEN USERS
AND SELECTED SERVICE PROVIDER USING VOICE MAIL
|
US | 12/606,932 | 10/27/2009 | 8,204,191 | 6/19/2012 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ENSURING A REAL-TIME CONNECTION BETWEEN USERS
AND SELECTED SERVICE PROVIDER USING VOICE MAIL
|
US | 13/494,819 | 6/12/2012 | 8,731,157 | 5/20/2014 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ONLINE ADVICE CUSTOMER RELATIONSHIP MANAGEMENT
|
US | 10/021,877 | 12/14/2001 | 7,580,850 | 8/25/2009 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
ONLINE ADVICE CUSTOMER
RELATIONSHIP MANAGEMENT
|
US | 12/270,460 | 11/13/2008 | 8,831,965 | 9/9/2014 | ISSUED |
YellowPages.com LLC |
APPARATUS AND METHOD FOR
SCHEDULING LIVE ADVICE COMMUNICATION WITH A SELECTED SERVICE PROVIDER
|
US | 10/032,518 | 12/27/2001 | 7,937,439 | 5/3/2011 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES FOR SCHEDULING PAY-PER-CALL
ADVERTISING
|
US | 11/467,129 | 8/24/2006 | 9,183,545 | 11/10/2015 | ISSUED |
YellowPages.com LLC |
SYSTEM FOR PROVDING SERVICES IN REAL-TIME OVERTHE INTERNET
|
US | 09/565,587 | 5/4/2000 | 6,519,570 | 2/11/2003 | ISSUED |
YellowPages.com LLC |
SYSTEM FOR PROVDING SERVICES IN REAL-TIME OVERTHE INTERNET
|
US | 09/522,322 | 3/9/2000 | 7,308,422 | 12/11/2007 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent # {Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
METHOD AND APPARATUS TO
CONNECT CONSUMER TO EXPERT
|
US | 09/488,130 | 1/2/2000 | 6,223,165 | 4/24/2001 | ISSUED |
YellowPages.com LLC |
ASSISTANCE METHOD AND
APPARATUS
|
US | 09/733,872 | 12/8/2000 | 6,523,010 | 2/18/2003 | ISSUED |
YellowPages.com LLC |
ASSISTANCE METHOD AND
APPARATUS
|
US | 09/782,984 | 2/13/2001 | 6,546,372 | 4/8/2003 | ISSUED |
YellowPages.com LLC |
ASSISTANCE METHOD AND
APPARATUS
|
US | 09/782,925 | 2/13/2001 | 6,549,889 | 4/15/2003 | ISSUED |
YellowPages.com LLC |
ASSISTANCE METHOD AND
APPARATUS
|
US | 10/107,743 | 3/26/2002 | 6,801,899 | 10/5/2004 | ISSUED |
YellowPages.com LLC |
METHOD AND SYSTEM TO
CONNECT CONSUMERS TO INFORMATION
|
US | 10/951,502 | 9/27/2004 | 7,249,045 | 7/24/2007 | ISSUED |
YellowPages.com LLC |
METHOD AND SYSTEM TO
CONNECT CONSUMERS TO INFORMATION
|
US | 11/772,525 | 7/2/2007 | 7,729,938 | 6/1/2010 | ISSUED |
YellowPages.com LLC |
METHOD AND SYSTEM TO
CONNECT CONSUMERS TO INFORMATION
|
US | 12/768,664 | 4/27/2010 | 8,396,735 | 3/12/2013 | ISSUED |
YellowPages.com LLC |
METHOD AND SYSTEM TO
CONNECT CONSUMERS TO INFORMATION
|
US | 13/786,201 | 3/5/2013 | 9,060,063 | 6/16/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS FOR
ARRANGING A CALL
|
US | 10/460,776 | 6/12/2003 | 7,359,498 | 4/15/2008 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS FOR
ARRANGING A CALL
|
US | 12/026,488 | 2/5/2008 | 7,519,170 | 4/14/2009 | ISSUED |
YellowPages.com LLC |
ARRANGING A CALL METHOD AND APPARATUS FOR PRIORITIZING A LISTING OF INFORMATION PROVIDERS
|
US | 10/465,770 | 6/18/2003 | 7,698,183 | 4/13/2010 | ISSUED |
YellowPages.com LLC |
METHOD AND APPARATUS FOR
PRIORITIZING A LISTING OF INFORMATION PROVIDERS
|
US | 12/534,770 | 8/3/2009 | 8,027,898 | 9/27/2011 | ISSUED |
YellowPages.com LLC | GATE KEEPER | US | 10/923,396 | 8/20/2004 | 7,886,009 | 2/8/2011 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
MANAGE A QUEUE OF PEOPLE REQUESTING REAL TIME COMMUNICATION CONNECTIONS
|
US | 11/467,146 | 8/24/2006 | 9,197,479 | 11/24/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE CONNECTIONS VIA CALLBACK ACCEPTANCE
|
US | 14/725,438 | 5/29/2015 | 9,704,182 | 7/11/2017 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE CONNECTIONS VIA CALLBACK ACCEPTANCE
|
US | 15/616,147 | 6/7/2017 | 10,089,658 | 10/2/2018 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE CONNECTIONS VIA CALLBACK ACCEPTANCE
|
US | 11/697,932 | 4/9/2007 | 9,106,704 | 8/11/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
ARRANGE CALL BACK
|
US | 11/329,677 | 1/10/2006 | 7,720,091 | 5/18/2010 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
BLOCK COMMUNICATION CALLS
|
US | 11/624,641 | 1/18/2007 | 8,077,849 | 12/13/2011 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE AVAILABILITY
INDICATION
|
US | 11/329,459 | 1/10/2006 | 8,125,931 | 2/28/2012 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT BUYERS AND SELLERS
|
US | 11/692,739 | 3/28/2007 | 9,106,473 | 8/11/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE COMMUNICATION CONNECTIONS
|
US | 11/668,881 | 1/30/2007 | 8,437,256 | 5/7/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE COMMUNICATION CONNECTIONS
|
US | 13/850,188 | 3/25/2013 | 8,937,887 | 1/20/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONFIRM INITIATION OF A CALLBACK
|
US | 11/678,012 | 2/22/2007 | 8,451,825 | 5/28/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONFIRM INITIATION OF A
CALLBACK
|
US | 13/868,903 | 4/23/2013 | 9,462,121 | 10/4/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
MANAGE PRIVILEGE TO SPEAK
|
US | 11/696,156 | 4/3/2007 | 8,681,778 | 3/25/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONVERT A CALL GENERATED FROM AN ADVERTISEMENT
|
US | 11/467,148 | 8/24/2006 | 9,183,559 | 11/10/2015 | ISSUED |
YP LLC |
SYSTEMS AND METHOD FOR RAPID PRESENTATION OF STRUCTURED DIGITAL CONTENT ITEMS
|
US | 09/895,989 | 6/29/2001 | 7,404,142 | 7/2/2008 | ISSUED |
YP LLC |
SYSTEM AND METHOD FOR RAPID PRESENTATION OF STRUCTURED DIGITAL CONTENT ITEMS
|
US | 12/176,499 | 7/21/2008 | 7,730,397 | 6/1/2010 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO CONNECT USERS OF MOBILE DEVICES TO ADVERTISERS
|
US | 12/027,208 | 2/6/2008 | 8,843,107 | 9/23/2014 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCHES
|
US | 11/696,151 | 4/3/2007 | 8,837,710 | 9/16/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE COMMUNICATIONS
|
US | 12/027,144 | 2/6/2008 | 9,209,984 | 12/8/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS AND COMMERCE VIA ANSWERS TO
QUESTIONS
|
US | 12/101,098 | 4/10/2008 | 9,424,581 | 8/23/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS AND COMMERCE VIA ANSWERS TO QUESTIONS
|
US | 15/212,630 | 7/18/2016 | 9,836,767 | 12/5/2017 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS AND COMMERCE VIA A SOCIAL NETWORK
|
US | 12/098,382 | 4/4/2008 | 8,452,655 | 5/28/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS AND COMMERCE VIA A SOCIAL
NETWORK
|
US | 13/866,995 | 4/19/2013 | 9,407,594 | 8/2/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS BETWEEN MEMBERS OF A SOCIAL NETWORK
|
US | 12/098,387 | 4/4/2008 | 8,473,386 | 6/25/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE REAL TIME COMMUNICATIONS BETWEEN MEMBERS OF A SOCIAL NETWORK
|
US | 13/900,234 | 5/22/2013 | 9,100,359 | 8/4/2015 | ISSUED |
YellowPages.com LLC |
METHODS AND SYSTEMS TO
CONNECT PEOPLE VIA VIRTUAL REALITY FOR REAL TIME COMMUNICATIONS |
US | 11/737,975 | 4/20/2007 | {2008-0262910} | {10/23/2008} |
PUBLISHED
(On Appeal)
|
YellowPages.com LLC | METHODS AND SYSTEMS TO DETERMINE AVAILABILITY FOR REAL TIME COMMUNICATIONS VIA VIRTUAL REALITY | US | 11/738,300 | 4/20/2007 | {2008-0263459} | {10/23/2008} | PUBLISHED (On Appeal) |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT PEOPLE FOR REAL TIME COMMUNICATIONS VIA DIRECTORY ASSISTANCE
|
US | 12/128,571 | 5/28/2008 | 8,724,789 | 5/13/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE INFORMATION AND CONNECT PEOPLE FOR REAL TIME COMMUNICATIONS
|
US | 11/876,704 | 10/22/2007 | 8,838,476 | 9/16/2014 | ISSUED |
YellowPages.com LLC | SYSTEMS AND METHODS TO CONNECT MEMBERS OF A SOCIAL NETWORK FOR REAL TIME COMMUNICATION | US | 14/737,109 | 6/11/2015 | 9,787,728 | 10/10/2017 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT MEMBERS OF A SOCIAL NETWORK FOR REAL TIME COMMUNICATION
|
US | 12/130,894 | 5/30/2008 | 8,295,465 | 10/23/2012 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT MEMBERS OF A SOCIAL NETWORK FOR REAL TIME COMMUNICATION
|
US | 13/631,221 | 9/28/2012 | 9,094,506 | 7/28/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT FOR REAL TIME COMMUNICATIONS
|
US | 12/130,984 | 5/30/2008 | 8,515,035 | 8/20/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONNECT PEOPLE FOR REAL TIME COMMUNICATIONS
|
US | 13/945,845 | 7/18/2013 | 9,152,976 | 10/6/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE ALTERNATIVE CONNECTIONS FOR REAL TIME
COMMUNICATIONS
|
US | 12/130,987 | 5/30/2008 | 8,554,617 | 10/8/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE ALTERNATIVE CONNECTIONS FOR REAL TIME COMMUNICATIONS
|
US | 14/023,240 | 9/10/2013 | 9,286,626 | 3/15/2016 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO INITIATE TELEPHONE
CONNECTIONS
|
US | 12/130,901 | 5/30/2008 | 9,237,213 | 1/12/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PROVIDE SEARCH BASED ON SOCIAL GRAPHS AND AFFINITY GROUPS
|
US | 12/116,169 | 5/6/2008 | 8,417,698 | 4/9/2013 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCHES BASED ON SOCIAL GRAPHS AND AFFINITY GROUPS
|
US | 13/841,695 | 3/15/2013 | 8,868,552 | 10/21/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCHES BASED ON SOCIAL GRAPHS AND AFFINITY GROUPS
|
US | 14/516,875 | 10/17/2014 | 9,147,220 | 9/29/2015 | ISSUED |
YellowPages.com LLC | SYSTEMS AND METHODS TO CONNECT PEOPLE VIA VIDEOS FOR REAL TIME COMMUNICATIONS | US | 12/117,697 | 5/8/2008 | 8,504,426 | 8/6/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONTROL WEB SCRAPING
|
US | 12/122,598 | 5/16/2008 | 8,595,847 | 11/26/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
CONTROL WEB SCRAPING
|
US | 14/061,633 | 10/23/2013 | 9,385,928 | 7/5/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
PRESENT SEARCH RESULTS OF BUSINESS LISTINGS
|
US | 12/135,090 | 6/6/2008 | 8,700,447 | 4/15/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PLAN EVENTS AT DIFFERENT LOCATIONS
|
US | 14/645,252 | 3/11/2015 | 9,842,318 | 12/12/2017 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PLAN EVENTS AT DIFFERENT LOCATIONS
|
US | 14/716,804 | 5/19/2015 | 9,836,197 | 12/5/2017 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PLAN EVENTS AT DIFFERENT LOCATIONS
|
US | 12/135,098 | 6/6/2008 | 9,043,431 | 5/26/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PLAN EVENTS AT DIFFERENT LOCATIONS
|
US | 12/165,566 | 6/30/2008 | 9,047,591 | 6/2/2015 | ISSUED |
Verve Wireless, Inc. |
SYSTEM AND METHOD OF
PERFORMING LOCATION ANALYTICS
|
US | 14/595,942 | 1/13/2015 | 9,571,962 | 2/14/2017 | ISSUED |
Verve Wireless, Inc. |
SYSTEM AND METHOD OF
PERFORMING LOCATION ANALYTICS
|
US | 13/304,111 | 11/23/2011 | 8,959,098 | 2/17/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCHES OF
COMMUNICATION REFERENCES
|
US | 12/114,603 | 5/2/2008 | 8,396,054 | 3/12/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCHES OF COMMUNICATION REFERENCES
|
US | 13/786,040 | 3/5/2013 | 8,848,696 | 9/30/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO
FACILITATE SEARCH OF BUSINESS ENTITIES
|
US | 12/186,482 | 8/5/2008 | 9,177,068 | 11/3/2015 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date}
|
Status |
YellowPages.com LLC |
METHODS AND APPARATUSES TO PROVIDE APPLICATION PROGRAMMING INTERFACE FOR RETRIEVING PAY PER CALL ADVERTISEMENTS
|
US | 11/563,464 | 11/27/2006 | 9,202,220 | 12/1/2015 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO CONNECT PEOPLE IN AN AUCTION ENVIRONMENT
|
US | 11/467,145 | 8/24/2006 | 8,180,676 | 5/15/2012 | ISSUED |
YellowPages.com LLC | SYSTEM AND METHODS TO CONNECT PEOPLE IN A MARKETPLACE ENVIRONMENT | US | 13/903,608 | 5/28/2013 | 9,639,863 | 5/2/2017 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHODS TO CONNECT PEOPLE IN A MARKETPLACE ENVIRONMENT
|
US | 13/472,249 | 5/15/2012 | 8,484,084 | 7/9/2013 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHODS TO CONNECT PEOPLE IN A MARKETPLACE ENVIRONMENT
|
US | 15/461,016 | 3/16/2017 | 10,102,550 | 10/16/2018 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES FOR PAY FOR LEAD ADVERTISEMENTS
|
US | 11/688,115 | 3/19/2007 | 8,140,392 | 3/20/2012 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO COLLECT INFORMATION JUST IN TIME FOR CONNECTING PEOPLE FOR REAL TIME COMMUNICATIONS
|
US | 11/733,751 | 4/10/2007 | 8,837,698 | 9/16/2014 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO TRACK INFORMATION USING CALL SIGNALING MESSAGES
|
US | 11/761,800 | 6/12/2007 | 9,143,619 | 9/22/2015 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO TRACK INFORMATION VIA PASSING INFORMATION DURING TELEPHONIC CALL PROCESS
|
US | 11/761,932 | 6/12/2007 | 9,094,486 | 7/28/2015 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO TRACK INFORMATION USING CALL SIGNALING MESSAGES
|
US | 14/816,879 | 8/3/2015 | 9,553,851 | 1/24/2017 | ISSUED |
YellowPages.com LLC |
METHODS AND APPARATUSES TO CONNECT PEOPLE FOR REAL TIME COMMUNICATIONS VIA VOICE OVER INTERNET PROTOCOL (VOIP)
|
US | 11/752,267 | 5/22/2007 | 8,599,832 | 12/3/2013 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE VOICE CONNECTIONS VIA LOCAL TELEPHONE NUMBERS
|
US | 11/778,878 | 7/17/2007 | 9,317,855 | 4/19/2016 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date {Publ. Date} |
Status |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE VOICE CONNECTIONS VIA LOCAL TELEPHONE NUMBERS
|
US | 15/069,347 | 3/14/2016 | {2016-0196583} | {7/7/2016} | PUBLISHED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO SELECTIVELY PROVIDE TELEPHONIC CONNECTIONS
|
US | 12/130,966 | 5/30/2008 | 8,681,952 | 3/25/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE INFORMATION AND SERVICES TO AUTHORIZED USERS
|
US | 14/509,891 | 10/8/2014 | {2015-0172214} | {6/18/2015} | PUBLISHED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE INFORMATION AND SERVICES TO AUTHORIZED USERS
|
US | 12/195,334 | 8/20/2008 | 8,863,262 | 10/14/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO SELECTIVELY PROVIDE INFORMATION BASED ON USER INTEREST
|
US | 12/205,459 | 9/5/2008 | {2010-0063879} | {3/11/2010} | PUBLISHED |
YellowPages.com LLC |
SYSTEMS AND METHODS FOR VOICE BASED SEARCH
|
US | 12/211,365 | 9/16/2008 | 8,121,586 | 2/21/2012 | ISSUED |
Verve Wireless, Inc. |
EVENT IDENTIFICATION IN SENSOR ANALYTICS
|
US | 12/241,266 | 9/30/2008 | 8,620,624 | 12/31/2013 | ISSUED |
YellowPages.com LLC |
METHOD AND SYSTEM FOR ACQUIRING HIGH QUALITY NON-EXPERT KNOWLEDGE FROM AN ON-DEMAND WORKFORCE
|
US | 12/639,915 | 12/16/2009 | 8,700,418 | 4/15/2014 | ISSUED |
YellowPages.com LLC |
TAGGED FAVORITES FROM SOCIAL NETWORK SITE FOR USE IN SEARCH REQUEST ON A SEPARATE SITE
|
US | 12/702,131 | 2/8/2010 | 9,223,866 | 12/29/2015 | ISSUED |
YellowPages.com LLC | PROVIDING AN ANSWER TO A QUESTION FROM A SOCIAL NETWORK SITE USING A SEPARATE MESSAGING SITE | US | 12/702,114 | 2/8/2010 | 8,412,770 | 4/2/2013 | ISSUED |
YellowPages.com LLC |
PROVIDING AN ANSWER TO A QUESTION FROM A SOCIAL NETWORK SITE USING A SEPARATE MESSAGING SITE
|
US | 13/781,589 | 2/28/2013 | 8,751,578 | 6/10/2014 | ISSUED |
YP LLC |
PROVIDING AN ANSWER TO A QUESTION FROM A SOCIAL NETWORK SITE USING A SEPARATE MESSAGING SITE
|
US | 14/292,626 | 5/30/2014 | 9,237,123 | 1/12/2016 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent # {Publ. No.} |
Issue date
{Publ. Date} |
Status |
YellowPages.com LLC |
METHOD AND SYSTEM FOR ASSIGNING A TASK TO BE PROCESSED BY A CROWDSOURCING PLATFORM
|
US | 12/901,520 | 10/9/2010 | 8,794,971 | 8/5/2014 | ISSUED |
YellowPages.com LLC |
SELECTING ADVERTISEMENTS FROM ONE OR MORE DATABASES FOR SENDING TO A PUBLISHER
|
US | 15/648,658 | 7/13/2017 | {2017-0330227} | {11/16/2017} | PUBLISHED |
YellowPages.com LLC |
SELECTING ADVERTISEMENTS FOR USERS VIA A TARGETING DATABASE
|
US | 12/952,975 | 11/23/2010 | {2012-0130813} | {5/24/2012} | PUBLISHED |
YellowPages.com LLC |
SYSTEMS AND METHODS FOR SAVING ADVERTISEMENTS
|
US | 14/088,188 | 11/22/2013 | {2014-0081759} | {3/20/2014} |
PUBLISHED
|
YellowPages.com LLC |
SYSTEMS AND METHODS FOR SAVING ADVERTISEMENTS
|
US | 12/968,213 | 12/14/2010 | 8,630,895 | 1/14/2014 | ISSUED |
YellowPages.com LLC | SYSTEMS AND METHODS FOR PROVIDING AUTOMATIC REMINDERS FOR SAVED ADVERTISEMENTS | US | 12/968,214 | 12/14/2010 | 8,645,208 | 2/4/2014 | ISSUED |
YellowPages.com LLC |
RANKING ADVERTISEMENTS SELECTED FROM ONE OR MORE DATABASES BY GEORELEVANCE
|
US | 12/965,741 | 12/10/2010 | {2012-0150627} | {6/14/2012} | PUBLISHED |
YellowPages.com LLC | SELECTING AND RANKING ADVERTISEMENTS FROM ONE OR MORE DATABASES USING ADVERTISER BUDGET INFORMATION | US | 12/965,773 | 12/10/2010 | {2012-0150630} | {6/14/2012} |
ABANDONED
|
YellowPages.com LLC |
REAL TIME USER ACTIVITY-DRIVEN TARGETED ADVERTISING SYSTEM
|
US | 12/968,231 | 12/14/2010 | 8,645,209 | 2/4/2014 | ISSUED |
YellowPages.com LLC |
QUERY PARSER DERIVATION COMPUTING DEVICE AND METHOD FOR MAKING A QUERY PARSER FOR PARSING UNSTRUCTURED SEARCH QUERIES
|
US | 13/194,887 | 7/29/2011 | 9,218,390 | 12/22/2015 | ISSUED |
YellowPages.com LLC |
TELEPHONIC INFORMATION DISTRIBUTION SYSTEM AND METHOD
|
US | 13/311,505 | 12/5/2011 | 8,634,523 | 1/21/2014 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS FOR
LOCATION SENSITIVE ALERTS IN A MOBILE COMMUNICATION NETWORK
|
US | 13/310,644 | 12/2/2011 | 8,644,848 | 2/4/2014 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent # {Publ. No.} |
Issue date {Publ. Date} |
Status |
YellowPages.com LLC |
SYSTEM AND METHOD FOR COORDINATING MEETINGS BETWEEN USERS OF A MOBILE COMMUNICATION NETWORK
|
US | 14/459,166 | 8/13/2014 | 9,872,134 | 1/16/2018 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHOD FOR COORDINATING MEETINGS BETWEEN USERS OF A MOBILE COMMUNICATION NETWORK
|
US | 13/310,657 | 12/2/2011 | 8,812,021 | 8/19/2014 | ISSUED |
YellowPages.com LLC | SYSTEM AND METHOD FOR COORDINATING MEETINGS BETWEEN USERS OF A MOBILE COMMUNICATION NETWORK | US | 15/820,795 | 11/22/2017 | {2018-0098189} | {4/5/2018} |
ALLOWED
|
YellowPages.com LLC |
TELEPHONY BASED REWARD SYSTEM
|
US | 13/310,584 | 12/2/2011 | 9,367,855 | 6/14/2016 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHOD FOR INSTANT DEALS IN A MOBILE COMMUNICATION NETWORK
|
US | 13/310,492 | 12/2/2011 | 9,230,260 | 1/5/2016 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHOD FOR HYPER LOCAL ADVERTISEMENTS IN A MOBILE COMMUNICATION NETWORK
|
US | 13/311,509 | 12/5/2011 | 9,390,433 | 7/12/2016 | ISSUED |
Verve Wireless, Inc. |
USER DESCRIPTION BASED ON LOCATION CONTEXT
|
US | 13/488,608 | 6/5/2012 | 8,849,312 | 9/30/2014 | ISSUED |
Verve Wireless, Inc. |
USER DESCRIPTION BASED ON A CONTEXT OF TRAVEL
|
US | 13/563,784 | 8/1/2012 | 9,049,546 | 6/2/2015 | ISSUED |
Verve Wireless, Inc. |
USER DESCRIPTION BASED ON A CONTEXT OF TRAVEL
|
US | 14/716,805 | 5/19/2015 | 9,307,356 | 4/5/2016 | ISSUED |
YellowPages.com LLC |
SYSTEM AND METHOD FOR BUILDING AND DELIVERING MOBILE WIDGETS
|
US | 12/135,089 | 6/6/2008 | 8,595,186 | 11/26/2013 | ISSUED |
Verve Wireless, Inc. |
METHOD FOR ANALYZING AND RANKING VENUES
|
US | 13/668,602 | 11/5/2012 | 9,785,993 | 10/10/2017 | ISSUED |
Verve Wireless, Inc. |
VENUE PREDICTION BASED ON RANKING
|
US | 14/716,807 | 5/19/2015 | 9,652,548 | 5/16/2017 | ISSUED |
Verve Wireless, Inc. | VENUE PREDICTION BASED ON RANKING | US | 13/751,738 | 1/28/2013 | 9,047,316 | 6/2/2015 | ISSUED |
YP LLC |
SYSTEM AND METHOD FOR PRESENTING FUEL PRICES AND FUEL PROVIDERS
|
US | 13/831,256 | 3/14/2013 | {2014-0067540} | {3/6/2014} | PUBLISHED |
YP LLC |
GEO-AWARE SPELLCHECKING AND AUTO-SUGGEST SEARCH ENGINES |
US | 15/238,009 | 8/16/2016 | 10,049,166 | 8/14/2018 |
ISSUED
|
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent # {Publ. No.}
|
Issue date {Publ. Date}
|
Status |
YP LLC |
GEO-AWARE SPELLCHECKING AND AUTO-SUGGEST SEARCH ENGINES
|
US | 14/157,792 | 1/17/2014 | 9,443,036 | 9/13/2016 | ISSUED |
YP LLC |
ADVERTISING TRACKING AND ALERT SYSTEMS
|
US | 14/173,573 | 2/5/2014 | {2014-0222551} | {8/7/2014} |
ABANDONED
|
YP LLC |
CENTRALIZED PUBLISHER MANAGEMENT
|
US | 14/457,847 | 8/12/2014 | 9,697,543 | 7/4/2017 | ISSUED |
YP LLC |
CENTRALIZED PUBLISHER MANAGEMENT
|
US | 14/244,781 | 4/3/2014 | 8,812,647 | 8/19/2014 | ISSUED |
YP LLC |
CENTRALIZED PUBLISHER MANAGEMENT
|
US | 15/599,521 | 5/19/2017 | {2017-0262901} | {9/14/2017} | PUBLISHED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO ESTABLISH COMMUNICATION CONNECTIONS VIA MOBILE APPLICATION
|
US | 14/263,778 | 4/28/2014 | 9,386,164 | 7/5/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO CUSTOMIZE THE PRESENTATION OF PROMPTS TO ESTABLISH COMMUNICATION CONNECTIONS
|
US | 14/263,731 | 4/28/2014 | 9,955,022 | 4/24/2018 | ISSUED |
YP LLC | ADVISING MANAGEMENT SYSTEM | US | 14/271,336 | 5/6/2014 | 9,858,584 | 1/2/2018 | ISSUED |
YP LLC |
ADVISING MANAGEMENT SYSTEM WITH SENSOR INPUT
|
US | 15/821,251 | 11/22/2017 | {2018-0096366} | {4/5/2018} | PUBLISHED |
YP LLC |
ACCREDITED ADVISOR MANAGEMENT SYSTEM
|
US | 14/271,339 | 5/6/2014 | 9,799,043 | 10/24/2017 | ISSUED |
YP LLC |
ACCREDITED ADVISOR MANAGEMENT SYSTEM
|
US | 15/693,922 | 9/1/2017 | {2018-0025367} | {1/25/2018} | PUBLISHED |
YP LLC |
SYSTEMS, METHODS AND MACHINE-READABLE MEDIA FOR FACILITATING PROVISIONING OF PLATFORMS
|
US | 14/271,347 | 5/6/2014 | 9,412,116 | 8/9/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE MULTIPLE CONNECTIONS FOR ANONYMOUS COMMUNICATION IN A VIRTUAL ENVIRONMENT
|
US | 14/263,891 | 4/28/2014 | 10,097,592 | 10/9/2018 | ISSUED |
YP LLC |
SALES LEAD QUALIFICATION OF A CONSUMER BASED ON SALES LEAD RULES
|
US | 13/965,123 | 8/12/2013 | {2015-0046214} | {2/12/2015} |
PUBLISHED
|
YP LLC |
SYSTEMS AND METHODS FOR TRACKING CALLS RESPONSIVE TO ADVERTISEMENTS USING BACK CHANNEL MESSAGING AND DATA CHANNEL COMMUNICATIONS
|
US | 14/448,897 | 7/31/2014 | 9,407,767 | 8/2/2016 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent # {Publ. No.} |
Issue date
{Publ. Date} |
Status |
YP LLC |
SYSTEMS AND METHODS FOR PERSONALIZED ORCHESTRATION OF BUSINESS INFORMATION
|
US | 14/079,581 | 11/13/2013 | {2015-0046259} | {2/12/2015} | PUBLISHED |
YP LLC |
ATTRIBUTE BASED COUPON PROVISIONING
|
US | 14/468,120 | 8/25/2014 | {2015-0058136} | {2/26/2015} |
ABANDONED
|
YellowPages.com LLC |
SYSTEMS AND METHODS TO CUSTOMIZE INTERACTIVE VOICE RESPONSE (IVR) PROMPTS BASED ON INFORMATION ABOUT A CALLER
|
US | 14/263,807 | 4/28/2014 | 9,380,160 | 6/28/2016 | ISSUED |
YellowPages.com LLC |
SYSTEMS AND METHODS TO PROVIDE CONNECTIONS TO USERS IN DIFFERENT GEOGRAPHIC REGIONS
|
US | 14/263,867 | 4/28/2014 | 9,401,987 | 7/26/2016 | ISSUED |
YP LLC |
SYSTEMS AND METHODS FOR TELEPHONE NUMBER PROVISIONING AND TELEPHONY MANAGEMENT
|
US | 15/183,238 | 6/15/2016 | 9,577,980 | 2/21/2017 | ISSUED |
YP LLC |
SYSTEMS AND METHODS FOR TELEPHONE NUMBER PROVISIONING AND TELEPHONY MANAGEMENT
|
US | 14/495,781 | 9/24/2014 | 9,398,149 | 7/19/2016 | ISSUED |
YellowPages.com LLC | METHODS AND APPARATUSES FOR ADVERTISEMENT PRESENTATION | US | 11/505,225 | 8/15/2006 | 9,208,495 | 12/8/2015 | ISSUED |
YP LLC |
LOCATION-AWARE CALL PROCESSING
|
US | 14/754,607 | 6/29/2015 | 9,247,470 | 1/26/2016 | ISSUED |
YP LLC |
SYSTEMS AND METHODS FOR FACILITATING DISCOVERY AND MANAGEMENT OF BUSINESS INFORMATION
|
US | 14/462,101 | 8/18/2014 | {2016-0048900} | {2/18/2016} | PUBLISHED |
YP LLC |
DATA STORAGE SERVICE FOR PERSONALIZATION SYSTEM
|
US | 14/681,999 | 4/8/2015 | 9,256,761 | 2/9/2016 | ISSUED |
YP LLC |
SYSTEMS AND METHODS FOR LEAD ROUTING
|
US | 14/458,080 | 8/12/2014 | 9,781,261 | 10/3/2017 | ISSUED |
YP LLC |
SYSTEMS AND METHODS FOR LEAD ROUTING
|
US | 15/666,043 | 8/1/2017 | 9,930,175 | 3/27/2018 | ISSUED |
YP LLC |
DYNAMIC DETERMINATION OF SERVICE ALLOCATION AND FULFILLMENT
|
US | 14/505,409 | 10/2/2014 | {2016-0098731} | {4/7/2016} | PUBLISHED |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Grantor | Title | Ctry | Serial # | Filed date |
Patent #
{Publ. No.}
|
Issue date
{Publ. Date} |
Status |
Dex Media, Inc. |
SYSTEM AND METHOD OF
DYNAMICALLY GENERATING INDEX INFORMATION
|
US | 12/641,942 | 12/18/2009 | 8402358 | 3/19/2013 | ISSUED |
Annex 3 to Guarantee and Collateral Agreement
U.S. FEDERAL TRADEMARK REGISTRATIONS
No. | Grantor | Trademark | App. Number | Filing Date | Reg. Number |
Reg. Date
|
1 | Dex Media, Inc. | ANYWHO | 75/338,234 | 8/8/1997 | 2,298,647 | 12/7/1999 |
2 | Dex Media, Inc. | BERRYLINK | 78/901,512 | 6/6/2006 | 3,538,891 | 11/25/2008 |
3 | Dex Media, Inc. | BERRYQUEST | 74/724,307 | 8/28/1995 | 2,066,298 | 6/3/1997 |
4 | Dex Media, Inc. | BERRYWEBSMART | 78/923,295 | 7/6/2006 | 3,570,842 | 2/3/2009 |
5 | Dex Media, Inc. |
BIG THINKING TO POWER YOUR
BUSINESS
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87/059,310 | 6/3/2016 | 5,244,199 | 7/18/2017 |
6 | Dex Media, Inc. | DISCOVER LOCAL | 77/819,972 | 9/3/2009 | 4,440,438 | 11/26/2013 |
7 | Dex Media, Inc. |
LAS VERDADERAS PAGINAS
AMARILLAS
|
75/374,652 | 10/16/1997 | 2,590,129 | 7/9/2002 |
8 | Dex Media, Inc. | LEADS LEADER FOR LOCAL BUSINESS | 85/849,004 | 2/13/2013 | 4,366,282 | 7/9/2013 |
9 | Dex Media, Inc. | LOCAL BREAKTHROUGH SUMMIT | 87/059,289 | 6/3/2016 | 5,239,596 | 7/11/2017 |
10 | Dex Media, Inc. |
LOCAL BREAKTHROUGH SUMMIT &
Design
|
87/059,214 | 6/3/2016 | 5,239,594 | 7/11/2017 |
11 | Dex Media, Inc. | MAKE EVERY DAY LOCAL | 86/509,526 | 1/21/2015 | 4,956,928 | 5/10/2016 |
12 | Dex Media, Inc. | MYBOOK | 86/419,513 | 10/9/2014 | 4,720,380 | 4/14/2015 |
13 | Dex Media, Inc. | MYBOOK & Bar Design | 86/369,058 | 8/18/2014 | 4,719,665 | 4/14/2015 |
14 | Dex Media, Inc. | PAY PER CALL | 78/344,436 | 12/22/2003 | 2,950,722 | 5/10/2005 |
15 | Dex Media, Inc. | PROJECT REDIRECTORY | 74/150,485 | 3/25/1991 | 1,712,446 | 9/1/1992 |
16 | Dex Media, Inc. | REALPAGES.COM | 75/749,921 | 7/14/1999 | 3,240,152 | 5/8/2007 |
17 | Dex Media, Inc. | THE ORIGINAL SEARCH ENGINE | 75/916,347 | 2/11/2000 | 2,729,607 | 6/24/2003 |
18 | Dex Media, Inc. | THE ORIGINAL SEARCH ENGINE | 75/917,329 | 2/14/2000 | 2,727,536 | 6/17/2003 |
19 | Dex Media, Inc. | THE ORIGINAL YELLOW PAGES | 87/021,298 | 5/2/2016 | 5,337,307 | 11/14/2017 |
20 | Dex Media, Inc. | THE REAL WHITE PAGES | 74/634,262 | 2/14/1995 | 1,951,126 | 1/23/1996 |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
No. | Grantor | Trademark | App. Number | Filing Date | Reg. Number |
Reg. Date
|
38 | Dex Media, Inc. |
YP CAN DO THAT. & Bar and Square
Designs (White on Black) (Horizontal)
|
86/369,063 | 8/18/2014 | 4,978,698 | 6/14/2016 |
39 | Dex Media, Inc. |
YP CAN DO THAT. & Bar and Square
Designs (White on Black) (Vertical)
|
86/369,066 | 8/18/2014 | 4,771,740 | 7/14/2015 |
40 | Dex Media, Inc. |
YP CAN DO THAT. & Bar and Square
Designs (White on Black) (Vertical)
|
86/369,070 | 8/18/2014 | 4,978,699 | 6/14/2016 |
41 | Dex Media, Inc. |
YP FOR MERCHANTS
|
85/795,808 | 12/5/2012 | 4,561,559 | 7/1/2014 |
42 | Dex Media, Inc. |
YP SEARCH MARKETPLACE & Bar
Design
|
86/628,999 | 5/13/2015 | 4,925,786 | 3/29/2016 |
43 | Dex Media, Inc. | YPCLICKS | 86/628,972 | 5/13/2015 | 4,954,245 | 5/10/2016 |
44 | Dex Media, Inc. | YPCLICKS & Bar Design | 86/628,974 | 5/13/2015 | 4,954,246 | 5/10/2016 |
45 | Dex Media, Inc. | YPCLICKS! | 78/421,109 | 5/18/2004 | 3,010,926 | 11/1/2005 |
46 | Dex Media, Inc. | YPCONNECT | 86/635,108 | 5/19/2015 | 5,023,651 | 8/16/2016 |
47 | Dex Media, Inc. | YPCONNECT & Bar Design | 86/628,976 | 5/13/2015 | 4,925,783 | 3/29/2016 |
48 | Dex Media, Inc. | YPDIRECT | 86/628,965 | 5/13/2015 | 4,925,782 | 3/29/2016 |
49 | Dex Media, Inc. | YPDIRECT & Bar Design | 86/628,962 | 5/13/2015 | 5,110,573 | 12/27/2016 |
50 | Dex Media, Inc. | YPDISPLAY | 86/628,967 | 5/13/2015 | 4,935,291 | 4/12/2016 |
51 | Dex Media, Inc. | YPDISPLAY & Bar Design | 86/628,966 | 5/13/2015 | 5,023,620 | 8/16/2016 |
52 | Dex Media, Inc. | YPLOCALADS | 86/628,971 | 5/13/2015 | 4,981,047 | 6/21/2016 |
53 | Dex Media, Inc. |
YPLOCALADS & Bar Design
|
86/628,970 | 5/13/2015 | 5,237,552 | 7/4/2017 |
54 | Dex Media, Inc. | YPMOBILE | 77/300,196 | 10/10/2007 | 3,683,695 | 9/15/2009 |
55 | Dex Media, Inc. | YPPRESENCE | 86/628,985 | 5/13/2015 | 4,981,048 | 6/21/2016 |
56 | Dex Media, Inc. | YPPRESENCE & Bar Design | 86/628,982 | 5/13/2015 | 5,023,621 | 8/16/2016 |
57 | Dex Media, Inc. | YPSEARCH | 86/628,981 | 5/13/2015 | 4,925,784 | 3/29/2016 |
58 | Dex Media, Inc. | YPSEARCH & Bar Design | 86/628,980 | 5/13/2015 | 5,028,114 | 8/23/2016 |
Annex 3 to Guarantee and Collateral Agreement
No. | Grantor | Trademark | App. Number | Filing Date | Reg. Number |
Reg. Date
|
59 | Dex Media, Inc. |
YPSEARCH MARKETPLACE
|
86/629,587 | 5/14/2015 | 4,925,794 | 3/29/2016 |
60 | Dex Media, Inc. | YPVIDEO | 86/628,993 | 5/13/2015 | 5,076,172 | 11/8/2016 |
61 | Dex Media, Inc. | YPVIDEO & Bar Design | 86/628,992 | 5/13/2015 | 5,196,147 | 5/2/2017 |
62 | Dex Media, Inc. | YPWEBSITE | 86/628,997 | 5/13/2015 | 4,925,785 | 3/29/2016 |
63 | Dex Media, Inc. | YPWEBSITE & Bar Design | 86/628,996 | 5/13/2015 | 5,028,115 | 8/23/2016 |
64 | Dex Media, Inc. | HANDSELECTED | 85/980,959 | 2/28/2013 | 4,519,287 | 4/22/2014 |
65 | Dex Media, Inc. | HANDSELECTED & Design | 85/980,958 | 2/28/2013 | 4,519,286 | 4/22/2014 |
66 | Dex Media, Inc. |
THE REAL YELLOW PAGES
|
87/198,042 | 10/10/2016 | 5,381,770 | 1/16/2018 |
67 | Dex Media, Inc. | YPSOCIALADS | 87/220,696 | 10/31/2016 | 5,214,119 | 5/30/2017 |
68 | Dex Media, Inc. | MYDEX | 87/331,672 | 2/10/2017 | 5,295,631 | 9/26/2017 |
69 | Dex Media, Inc. | DEXPAGES | 87/332,055 | 2/10/2017 | 5,295,672 | 9/26/2017 |
70 | Dex Media, Inc. | THRYV | 87/045,003 | 5/20/2016 | 5,541,514 | 8/14/2018 |
71 | Dex Media, Inc. | DEXHUB | 86/743,682 | 9/1/2015 | 4,959,661 | 5/17/2016 |
72 | Dex Media, Inc. | FIXED VISIBILITY | 86/387,896 | 9/8/2014 | 4,754,795 | 6/16/2015 |
73 | Dex Media, Inc. |
GET FOUND GET CHOSEN GET
TALKED ABOUT
|
86/245,579 | 4/8/2014 | 4,744,947 | 5/26/2015 |
74 | Dex Media, Inc. | GET TALKED ABOUT | 86/245,576 | 4/8/2014 | 4,673,088 | 1/13/2015 |
75 | Dex Media, Inc. |
TARGETED MARKETING SOLUTIONS
|
86/183,727 | 2/4/2014 | 4,642,783 | 11/18/2014 |
76 | Dex Media, Inc. |
PERFORMANCE TRACKING PROGRAM
|
86/173,554 | 1/23/2014 | 4,586,292 | 8/12/2014 |
77 | Dex Media, Inc. |
DISPLAY BRAND AWARENESS
|
86/168,414 | 1/17/2014 | 4,697,091 | 3/3/2015 |
78 | Dex Media, Inc. | BRAND BUNDLES | 86/162,398 | 1/10/2014 | 4,668,907 | 1/6/2015 |
79 | Dex Media, Inc. |
DIGITAL PRESENCE MANAGEMENT
|
86/144,495 | 12/16/2013 | 4,573,904 | 7/22/2014 |
80 | Dex Media, Inc. | SERVICE COMMAND | 86/139,597 | 12/10/2013 | 4,638,436 | 11/11/2014 |
81 | Dex Media, Inc. | START SMART | 86/086,831 | 10/9/2013 | 4,573,752 | 7/22/2014 |
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
Annex 3 to Guarantee and Collateral Agreement
No. | Grantor | Trademark | App. Number | Filing Date | Reg. Number |
Reg. Date
|
133 | Dex Media, Inc. | SUPERPAGES | 74/619,736 | 1/10/1995 | 2,022,484 | 12/10/1996 |
136 | Dex Media, Inc. | THE EVERYTHING PAGES | 73/671,994 | 7/13/1987 | 1,476,843 | 2/16/1988 |
137 | Dex Media, Inc. | YP FOR BUSINESS | 86/592,140 | 4/9/2015 | 5,623,000 | 12/4/2018 |
138 | Dex Media, Inc. | SUPERPAGES & Design | 85/261,909 | 3/9/2011 | 4,009,701 | 8/9/2011 |
139 | Dex Media, Inc. | SUPERPAGES | 85/239,773 | 2/11/2011 | 4,009,679 | 8/9/2011 |
140 | Dex Media, Inc. | DIRECTORYSTORE | 77/239,741 | 7/26/2007 | 3,487,401 | 8/19/2008 |
Annex 3 to Guarantee and Collateral Agreement
U.S. TRADEMARK APPLICATIONS
No. | Grantor | Trademark | Status |
App. Number
|
Filing Date |
1 | DEX MEDIA, INC. |
THE REAL YELLOW PAGES (Stylized) |
Allowed |
87/198,044
|
10/10/2016 |
2 | DEX MEDIA, INC. |
THE REAL WHITE PAGES (Stylized) |
Allowed |
87/201,150
|
10/12/2016 |
3 | DEX MEDIA, INC. | THE REAL WHITE PAGES | Allowed |
87/201,155
|
10/12/2016 |
4 | DEX MEDIA, INC. |
YP THE WHY BEFORE THE BUY & Design |
Allowed |
87/245,496
|
11/22/2016 |
5 | DEX MEDIA, INC. | THRYV | Allowed |
87/530,983
|
7/17/2017 |
6 | DEX MEDIA, INC. | THRYV & Design (Color) | Allowed |
87/535,494
|
7/20/2017 |
7 | DEX MEDIA, INC. | THRYV & Design (b&w) | Allowed |
87/536,651
|
7/20/2017 |
8 | DEX MEDIA, INC. |
THRYV YOUR BUSINESS. SMARTER. & Design (b&w) |
Allowed |
87/536,741
|
7/20/2017 |
9 | DEX MEDIA, INC. |
THRYV YOUR BUSINESS. SMARTER. & Design (Color) |
Allowed |
87/536,450
|
7/20/2017 |
10 | DEX MEDIA, INC. | DEXYP | Allowed |
87/546,380
|
7/27/2017 |
11 | DEX MEDIA, INC. | DEX YP (Stylized) | Allowed |
87/546,585
|
7/28/2017 |
12 | DEX MEDIA, INC. | ENLIGHTEN ME | Allowed |
86/374,622
|
8/22/2014 |
13 | DEX MEDIA, INC. | THRYV LEADS | Pending |
87/766,888
|
1/23/2018 |
14 | DEX MEDIA, INC. | LOCAL BUSINESS AUTOMATION | Pending |
87/468,295
|
5/30/2017 |
15 | DEX MEDIA, INC. | GET CHOSEN | Suspended |
86/245,567
|
4/8/2014 |
16 | DEX MEDIA, INC. | ALL THINGS LOCAL | Allowed |
87/296,976
|
1/11/2017 |
17 | DEX MEDIA, INC. | DEX AUTOMOTIVE | Pending |
87/922,098
|
5/15/2018 |
18 | DEX MEDIA, INC. | THRYV Character (Stylized & Design) | Published |
88/025,155
|
7/3/2018 |
Annex 3 to Guarantee and Collateral Agreement
U.S. STATE TRADEMARK REGISTRATIONS
Grantor | Trademark | State | Registration No. | Registration Date |
Dex Media, Inc. Dex One Service, Inc. |
DEX | Arizona | 408851 | 7/20/2007 |
Dex Media, Inc. | DEXYP | Arizona | 9023577 | 7/11/2017 |
Dex Media East, Inc. | DEX MEDIA | Nebraska | 10192899 | 5/22/2014 |
Dex One Service, Inc. | DEX ONE | Nebraska | 10133683 | 3/26/2010 |
Dex One Service, Inc. | DEX | Nebraska | 10133681 | 3/26/2010 |
Dex Media, Inc. | DEX | Nebraska | 10133099 | 3/12/2010 |
Dex Media, Inc. | DEX ONE | Nebraska | 10133100 | 3/12/2010 |
Dex Media, Inc. | DEX | Nebraska | 10101342 | 8/14/2007 |
Dex Media, Inc. | DEXYP | North Dakota | 43549100 | 7/18/2017 |
Dex One Service, Inc. | DEX | North Dakota | 26919500 | 5/18/2015 |
Dex One Service, Inc. | DEX ONE | North Dakota | 26919600 | 5/18/2015 |
Dex Media East, Inc. | DEX MEDIA | North Dakota | 36634400 | 5/23/2014 |
Dex Media, Inc. | DEXYP | Ohio | 4049925 | 7/10/2017 |
Dex One Service, Inc. | DEX | Ohio | 1923546 | 3/22/2010 |
Dex One Service, Inc. | DEX ONE | Ohio | 1923547 | 3/22/2010 |
Dex One Service, Inc. | DEX OF WY | Wyoming | 2010-00582856 | 4/8/2010 |
Mark W. Hianik DBA Dex One Service, Inc. |
DEX ONE OF WY | Wyoming | 2010-00582858 | 4/8/2010 |
Dex Media Inc. | DEX OF WYOMING | Wyoming | 2010-00580659 | 2/19/2010 |
Dex Media Inc. | DEX ONE OF WYOMING | Wyoming | 2010-00580669 | 2/19/2010 |
Annex 3 to Guarantee and Collateral Agreement
ANNEX 4
LIST OF DEPOSIT ACCOUNTS, AND SECURITIES ACCOUNTS AND COMMODITY
ACCOUNTS
Entity | Bank | Acct Number | Account Name |
Authorized Signors |
Dex Media, Inc | JP Morgan Chase | xxxxx9218 | Benefits Funding - LTD Cigna | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | JP Morgan Chase | xxxxx3857 | Benefits Funding - Medical Cigna |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | JP Morgan Chase | xxxxx8609 | Benefits Funding YP LLC (Cigna Dental) | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6940 | Master Operating Acct |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6716 | Treasury Depository Acct |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6724 | Local Debit Acct | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx0753 | AP Disbursement |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx0761 | Payroll Disbursement | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6957 | Local Depository Acct |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6965 | National Depository Acct | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6708 | Electronic Depository Acct |
Paul Rouse & Nicholas Haughey |
Annex 4 to Guarantee and Collateral Agreement
Dex Media, Inc | Wells Fargo | xxxxxx6732 | Merchant Cash collateral |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx7994 | YP Master Operating Acct | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx1794 | PM Master Operating Acct |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx7071 | YP LLC/Zuora Receipts | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx9373 | YP LLC/Transcentra Receipts |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx5110 | YP LLC/National Print/Digital | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6074 |
YP LLC/Yellowpages.com LLC |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx1424 | YP LLC/CSS National Print |
Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx1432 | YP LLC/CSS Local Pre-Pay and OCA | Paul Rouse & Nicholas Haughey |
Dex Media, Inc | Wells Fargo | xxxxxx6107 | YP LLC/FMS |
Paul Rouse & Nicholas Haughey |
Annex 4 to Guarantee and Collateral Agreement
ANNEX 5
LIST OF COMMERCIAL TORT CLAIMS
None.
Annex 5 to Guarantee and Collateral Agreement
ANNEX 6
LIST OF LETTER-OF-CREDIT RIGHTS
Loan Number |
Loan Name | Loan Type | Loan Balance |
Loan
Balance Currency |
Created
Date |
Expired
Date |
Last
Activity Date |
Beneficiary | Letter of Credit ID |
Letter of
Credit Balance |
Letter of Credit Balance Currency |
DMA21 |
DMA21 / YP LLC-SBLC |
STANDBY |
6,395,956.00 |
USD |
06/30/2017 |
11/14/2019 |
11/14/2018 |
AT & T Services |
18118567-00-000 |
1,500,000.00 |
USD |
DMA21 | DMA21 / YP LLC-SBLC | STANDBY | 6,395,956.00 | USD | 06/30/2017 | 08/13/2019 | 06/25/2018 |
Liberty Mutual Insurance Company |
18118050-00-000 | 420,956.00 | USD |
DMA21 | DMA21 / YP LLC-SBLC | STANDBY | 6,395,956.00 | USD | 06/30/2017 | 05/18/2019 | 04/09/2018 |
Zurich American Insurance Company |
18119913-00-000 | 3,575,000.00 | USD |
DMA21 | DMA21 / YP LLC-SBLC | STANDBY | 6,395,956.00 | USD | 06/30/2017 | 03/27/2019 | 01/29/2018 |
WBCMT-2006- C27 Brand Boulevard Limited Partnership |
18123445-00-000 | 900,000.00 | USD |
DMA20 |
DMA20 / DEX MEDIA, INC-SBLC |
STANDBY | 7,779,700.00 | USD | 12/15/2016 | 10/29/2019 | 12/19/2018 | NATIONAL UNION FIRE INSURANCE CO. | IS0461028UA | 3,844,124.00 | USD |
DMA20 | DMA20 / DEX MEDIA, INC-SBLC | STANDBY | 7,779,700.00 | USD | 06/30/2017 | 12/12/2019 | 12/13/2018 | Lucien Point, L.P. | 03OD05917 | 50,000.00 | USD |
DMA20 |
DMA20 / DEX MEDIA, INC-SBLC |
STANDBY | 7,779,700.00 | USD | 12/15/2016 | 10/29/2019 | 10/30/2018 |
ZURICH AMERICAN INSURANCE COMPANY |
IS0461346UA | 157,000.00 | USD |
DMA20 |
DMA20 / DEX MEDIA, INC-SBLC |
STANDBY | 7,779,700.00 | USD | 12/15/2016 | 10/29/2019 | 10/30/2018 | ORCHARD & GREENWOOD LLC | IS0461026UA | 249,120.00 | USD |
DMA20 |
DMA20 / DEX MEDIA, INC-SBLC |
STANDBY | 7,779,700.00 | USD | 08/27/2018 | 08/27/2019 | 08/29/2018 |
COLONIAL SURETY COMPANY |
IS000052872U | 1,435,684.00 | USD |
Annex 6 to Guarantee and Collateral Agreement
EXHIBIT A
[FORM OF CONFIRMATORY GRANT OF SECURITY INTEREST IN UNITED STATES INTELLECTUAL PROPERTY]
THIS CONFIRMATORY GRANT OF SECURITY INTEREST IN UNITED STATES INTELLECTUAL PROPERTY (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Confirmatory Grant”) is made effective as of [____________], 20[__] by and from [NAME OF GRANTOR(S)]1 ([the] “Grantor”][each individually a “Grantor” and collectively, the “Grantors”]), to and in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (as defined in the Credit Agreement referenced below) (in such capacity, “Grantee”).
WHEREAS, DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”) and DEX MEDIA, INC., a Delaware corporation (the “Borrower”), Grantee and the Lenders, among others, have entered into that certain [Second] Amended and Restated Credit Agreement, dated as of December [__], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, Holdings, the Borrower, [the][each]Grantor, certain other Subsidiaries of Holdings and Grantee have entered into that certain [Second] Amended and Restated Guarantee and Collateral Agreement, dated as of December [__], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”).
[WHEREAS, [the][each] Grantor owns the copyrights listed on Exhibit A attached hereto (the “Copyrights”), which Copyrights are pending or registered with the United States Copyright Office (the “USCO”).
WHEREAS, [the][each] Grantor owns the trademarks listed on Exhibit B attached hereto (the “Trademarks”), which Trademarks are pending or registered with the United States Patent and Trademark Office (the “USPTO”).
WHEREAS, [the][each] Grantor own the patents listed on Exhibit C attached hereto (the “Patents”, and together with the Copyrights and Trademarks, the “Intellectual Property”), which Patents are pending or registered with the USPTO.
WHEREAS, this Confirmatory Grant has been granted in conjunction with the security interest granted under the Guarantee and Collateral Agreement to Grantee for the benefit of the Lenders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:
1) Definitions. All capitalized terms not defined herein shall have the respective meaning given to them in the Credit Agreement.
2) The Security Interest.
(a) In order to secure the payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), [the][each] Grantor hereby grants to Grantee for the benefit of the Lenders:
i. [With respect to the Copyrights, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Copyrights now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Copyrights and (3) all causes of action arising prior to or after the date hereof for infringement of such Copyrights or unfair competition regarding the same;
ii. With respect to the Trademarks, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Trademarks now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Trademarks, (3) the goodwill associated with such Trademarks and (4) all causes of action arising prior to or after the date hereof for infringement of such Trademarks or unfair competition regarding the same; and
iii. With respect to the Patents, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Patents now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Patents and (3) all causes of action arising prior to or after the date hereof for infringement of such Patents or unfair competition regarding the same;
(b) This Confirmatory Grant is made by [the][each] Grantor to Grantee on behalf of the Lenders to secure the satisfactory performance and payment when due of all the Secured Obligations. Upon payment in full of such Secured Obligations, other than contingent indemnification obligations for which no claim has been made, Grantee shall promptly execute, acknowledge and deliver to the Grantor[s], all reasonably requested instruments in writing releasing the security interest in the Intellectual Property acquired under this Confirmatory Grant.
3) Interpretation. This Confirmatory Grant and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Confirmatory Grant shall be governed by, and construed in accordance with, the law of the State of New York. The rights and remedies of Grantee with respect to the security interest granted herein are without prejudice to and are in addition to those set forth in the Guarantee and Collateral Agreement and the other Loan Documents, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Confirmatory Grant are deemed to conflict with the Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall govern.
4) Recordation. The parties authorize the [directors of][Commissioner of] the [United States Copyright Office][and][the United States Patent and Trademark Office] to record this Confirmatory Grant.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Confirmatory Grant effective as of the date first written above.
DEX MEDIA HOLDINGS, INC.,
as a Grantor |
||
By: |
Name: | ||
Title: |
DEX MEDIA, INC.,
as a Grantor |
||
By: |
Name: | ||
Title: |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Grantee |
||
By: |
Name: | ||
Title: |
EXHIBIT B
[FORM OF GUARANTEE ASSUMPTION AGREEMENT]
GUARANTEE ASSUMPTION AGREEMENT, dated as of [_______] [__], [____], by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR[S]], a [_______] ([the][each, an] “Additional Subsidiary Guarantor”), in favor of Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Dex Media Holdings, Inc., a Delaware corporation (“Holdings”) and Dex Media, Inc., a Delaware corporation (the “Borrower”) are parties to a [Second] Amended and Restated Credit Agreement, dated as of December [__], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein having the meanings assigned to such terms in the Credit Agreement). In connection with the Credit Agreement, Holdings, the Borrower and the Subsidiary Guarantors and the Administrative Agent are parties to a [Second] Amended and Restated Guarantee and Collateral Agreement, dated as of December [__], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”).
Pursuant to Section 7.12 of the Guarantee and Collateral Agreement, [the][each] Additional Subsidiary Guarantor hereby agrees to become a “Guarantor” for all purposes of the Credit Agreement and Guarantee and Collateral Agreement (and hereby supplements each of the Annexes to the Guarantee and Collateral Agreement in the manner specified in Appendix A hereto). Without limiting the foregoing, [the][each] Additional Subsidiary Guarantor hereby:
(a) jointly and severally with the other Subsidiary Guarantors, guarantees to each Secured Party and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 2.01 of the Guarantee and Collateral Agreement) in the same manner and to the same extent as is provided in Section 2 of the Guarantee and Collateral Agreement;
(b) as collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration, by liquidation or otherwise) of the Secured Obligations, pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under the Collateral (excluding, for the avoidance of doubt, any Excluded Property), in each case, whether tangible or intangible, wherever located, and whether now owned by it or hereafter acquired and whether now existing or hereafter coming into existence, in the same manner and to the same extent as is provided in Section 4 of the Guarantee and Collateral Agreement; and
(c) makes the representations and warranties set forth in Article III of the Credit Agreement and in Section 3 of the Guarantee and Collateral Agreement with respect to itself and its obligations under this Agreement, as if each reference in such Sections to the Loan Documents included reference to this Agreement.
[The][Each] Additional Subsidiary Guarantor hereby instructs its counsel to deliver any opinions to the Secured Parties as and to the extent required under the Loan Documents to be delivered in connection with the execution and delivery hereof.
- 2 -
This Guarantee Assumption Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Guarantee Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
[Signature Page Follows]
- 3 -
IN WITNESS WHEREOF, [the][each] Additional Subsidiary Guarantor has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.
[NAME OF ADDITIONAL SUBSIDIARY GUARANTOR] | ||
By |
Title: |
Accepted and agreed:
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent |
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By |
Title:
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Appendix A
SUPPLEMENT[S] TO ANNEX[ES] TO GUARANTEE AND COLLATERAL AGREEMENT
Supplement to Annex 1:
[to be completed]
[Supplement to Annex 2:
[to be completed]
Supplement to Annex 3:
[to be completed]
Supplement to Annex 4:
[to be completed]
Supplement to Annex 5:
[to be completed]
Supplement to Annex 6:
[to be completed]
Supplement to Annex 7:
[to be completed]
Article I
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Definitions
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1
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Section 1.1
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Certain Definitions
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1
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Section 1.2
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Interpretive Provisions
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5
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Article II
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Corporate Governance
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6
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Section 2.1
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Board of Directors
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6
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Article III
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Registration Rights
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8
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Section 3.1
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Demand Registration
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8
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Section 3.2
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Piggyback Registration
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12
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Section 3.3
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Certain Information
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14
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Section 3.4
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Expenses
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14
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Section 3.5
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Registration and Qualification
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14
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Section 3.6
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Underwriting; Due Diligence
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17
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Section 3.7
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Indemnification and Contribution
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17
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Section 3.8
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Rule 144 Information
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20
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Section 3.9
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Grant of Additional Registration Rights
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20
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Section 3.10
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Holdback Agreement
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20
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Section 3.11
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Termination
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21
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Article IV
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Representations and Warranties
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21
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Section 4.1
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Existence; Authority; Enforceability
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21
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Section 4.2
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Absence of Conflicts
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21
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Section 4.3
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Consents
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21
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Article V
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General
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22
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Section 5.1
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Assignment
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22
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Section 5.2
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Term and Effectiveness
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22
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Section 5.3
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Severability
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22
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Section 5.4
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Entire Agreement; Amendment
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22
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Section 5.5
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Counterparts
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23
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Section 5.6
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Governing Law
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23
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Section 5.7
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Waiver of Jury Trial; Consent to Jurisdiction
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24
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Section 5.8
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Specific Enforcement
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24
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Section 5.9
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Notices
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24
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Section 5.10
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Binding Effect; Third Party Beneficiaries
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25
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Section 5.11
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Further Assurances
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25
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Section 5.12
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Table of Contents, Headings and Captions
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25
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Section 5.13
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No Recourse
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25
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Annex A – Form of Joinder Agreement |
Thryv Holdings, Inc.
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2200 W. Airfield Drive
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P.O. Box 619810
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DFW Airport, TX 75261
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Attention:
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Lesley Bolger, Corporate Secretary
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Facsimile:
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(877) 238-4973
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E-mail:
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Lesley.Bolger@thryv.com
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Weil, Gotshal & Manges LLP
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767 Fifth Avenue
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New York, NY 10153
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Attention:
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Brian Gingold
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Facsimile:
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(212) 310-8007
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E-mail:
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Brian.Gingold@weil.com
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THRYV HOLDINGS, INC.
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By:
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Name:
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Title:
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Mudrick Parties
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[MUDRICK ENTITY]
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By:
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Name:
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Title:
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GoldenTree Parties
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[GOLDENTREE ENTITY]
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By:
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Name:
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Title:
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Paulson Parties
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[PAULSON ENTITY]
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By:
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Name:
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Title:
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Cerberus Parties
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[CERBERUS ENTITY]
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By:
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Name:
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Title:
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(Signature of Transferee)
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(Print Name of Transferee)
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Address:
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Telephone:
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Facsimile:
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Email:
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THRYV HOLDINGS, INC.
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By:
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Name:
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Title:
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Exhibit 4.11
DEX MEDIA, INC.,
COMPUTERSHARE INC.,
and
COMPUTERSHARE TRUST COMPANY
WARRANT AGREEMENT
Dated as of August 15, 2016
Warrants to Purchase Common Stock, par value $0.01 per share
TABLE OF CONTENTS
Page | ||
ARTICLE I | ||
ISSUANCE OF WARRANTS | ||
Section 1.01 | Defined Terms | 1 |
Section 1.02 | Appointment of Warrant Agent; Issuance of Warrants | 5 |
ARTICLE II | ||
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS | ||
Section 2.01 | Exercise Price | 5 |
Section 2.02 | Duration of Warrants | 6 |
Section 2.03 | Exercise of Warrants | 6 |
Section 2.04 | Reservation of Warrant Shares | 10 |
ARTICLE III | ||
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT | ||
Section 3.01 | No Rights as Stockholder Conferred by Warrants | 10 |
Section 3.02 | Notice of Certain Events | 10 |
Section 3.03 | Access to Information and Reports | 11 |
Section 3.04 | Rights of Action | 11 |
Section 3.05 | Issuance Obligation Unconditional | 11 |
Section 3.06 | No Redemption | 11 |
ARTICLE IV | ||
EXCHANGE AND TRANSFER | ||
Section 4.01 | Exchange and Transfer | 11 |
Section 4.02 | Restrictions on Transfer; Restrictive Legend | 12 |
Section 4.03 | Treatment of Holders of Warrants | 14 |
ARTICLE V | ||
ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES | ||
Section 5.01 | Adjustments Generally | 14 |
Section 5.02 | Stock Dividends; Split-Ups | 15 |
Section 5.03 | Aggregation of Shares | 15 |
Section 5.04 | Other Dividends | 15 |
Section 5.05 | Replacement of Securities upon Reorganization | 16 |
Section 5.06 | Adjustment Rules | 17 |
i |
Section 5.07 | Notices of Changes in Warrant | 17 |
Section 5.08 | No Fractional Shares | 17 |
ARTICLE VI | ||
CONCERNING THE WARRANT AGENT | ||
Section 6.01 | Warrant Agent | 18 |
Section 6.02 | Fees and Expenses of Warrant Agent | 18 |
Section 6.03 | Liability of Warrant Agent | 18 |
Section 6.04 | Rights and Duties of Warrant Agent | 19 |
Section 6.05 | Acceptance of Agency | 21 |
Section 6.06 | Limitation of Liability | 21 |
Section 6.07 | Survival | 21 |
Section 6.08 | Further Assurances | 21 |
Section 6.09 | Resignation and Appointment of Successor | 21 |
ARTICLE VII | ||
MISCELLANEOUS | ||
Section 7.01 | Amendment | 23 |
Section 7.02 | Notices and Demands to the Company | 23 |
Section 7.03 | Addresses | 23 |
Section 7.04 | Applicable Law | 24 |
Section 7.05 | Persons Having Rights Under Warrant Agreement | 24 |
Section 7.06 | Headings | 24 |
Section 7.07 | Counterparts | 24 |
Section 7.08 | Inspection of Warrant Agreement | 24 |
Section 7.09 | Binding Effects | 24 |
Section 7.10 | Severability | 25 |
Section 7.11 | Entire Agreement | 25 |
Section 7.12 | Assignment | 25 |
ii |
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this “Warrant Agreement”) dated as of August 15, 2016 (the “Effective Date”) among DEX MEDIA, INC., a Delaware corporation (herein called the “Company”), and COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company together with Computershare and each of their successors and permitted assigns under Section 6.09, the “Warrant Agent”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement.
WITNESSETH:
WHEREAS, this Warrant Agreement is being entered into pursuant to and in accordance with the Plan (as defined below), which provides, among other things, that the Company shall issue to the holders of Subordinated Note Claims (as defined below) Warrants (the “Warrants”), entitling the holders thereof or their registered permitted assigns (collectively, the “Holders”) to purchase shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”); and
WHEREAS, the Company has engaged the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, and exercise of the Warrants, and in this Warrant Agreement sets forth, among other things, the terms and provisions of the Warrants and the terms and conditions on which they may be issued, transferred, exchanged, exercised and replaced.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS
Section 1.01 Defined Terms.
“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or any Related Fund of any of the foregoing. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding the foregoing, in no event shall any Stockholder or any of its Affiliates be deemed to be an Affiliate of any other Stockholder or any of its Affiliates (other than the Company) solely by reason of such Stockholder’s control of the Company.
“Authorized Officer” has the meaning set forth in Section 6.03.
“Bankruptcy Code” means title 11 of the United States Code, as amended and in effect during the pendency of the Chapter 11 Cases.
“Board” means the Board of Directors of the Company.
“Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in the State of New York.
“Cashless Exercise” has the meaning set forth in Section 2.03(a).
“Common Stock” has the meaning set forth in the recitals.
“Company” has the meaning set forth in the preamble until a successor Person shall have become such pursuant to Section 7.12 and thereafter “Company” shall mean such successor Person.
“Competitor” means any Person engaged (whether directly or indirectly through the control of any other person) other than through the Company and its Subsidiaries in the business of providing yellow page services or other similar targeted advertising in North America; provided that no potential Transferee shall be deemed to be a Competitor on account of owning less than 10% (or, in the case of any Person that was a Term Loan Lender (as defined in the Plan) as of the Petition Date, 20%) of the outstanding shares of equity securities issued by any Competitor; provided, further, that the potential Transferee does not have the right to appoint, and no director, officer or employee of such potential Transferee is, a director of such Competitor.
“Consideration” means (i) in the case of an acquisition specified in clause (i) of the definition of “Sale of the Company,” the aggregate of any cash, securities or other property paid to acquire Common Stock of the Company in the transaction or series of related transactions constituting such acquisition, (ii) in the case of a transaction specified in clause (ii) of the definition of “Sale of the Company,” the aggregate of any securities, cash or other property receivable upon distribution or paid to holders in respect of shares of Common Stock and (iii) in the case of a sale, transfer or other disposition specified in clause (iii) of the definition of “Sale of the Company,” the aggregate of any securities, cash or other property receivable upon distribution or paid to holders in respect of shares of Common Stock.
“Effective Date” has the meaning set forth in the preamble.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Exercise Date” has the meaning set forth in Section 2.03(b).
“Exercise Form” means the Exercise Form substantially in the form attached hereto as Exhibit A.
“Exercise Price” has the meaning set forth in Section 2.01.
2 |
“Expiration Time” means 5:00 p.m. Pacific time on August 15, 2023.
“Funds” has the meaning set forth in Section 2.03(k).
“Holders” has the meaning set forth in the recitals.
“Joinder” means a Joinder Agreement to the Stockholders Agreement in the form attached hereto as Exhibit C.
“Non-Surviving Transaction” has the meaning set forth in Section 5.05.
“Plan” means that certain Joint Prepackaged Chapter 11 Plan of Reorganization of Dex Media, Inc. and its Debtor Affiliates, as filed with the United States Bankruptcy Court for the District of Delaware, Chapter 11 Case No. 16-11200 (KG), on July 8, 2016.
“Person” means an individual, partnership, corporation, unincorporated organization, joint stock company, limited liability company, trust, joint venture or other legal entity, or a governmental agency or political subdivision thereof.
“Petition Date” has the meaning set forth in the Plan.
“Property Dividend” has the meaning set forth in Section 5.04.
“Related Fund” means, with respect to any Person, a fund, pooled investment vehicle or managed account now or hereafter existing that is (i) controlled by one or more general partners or managing members, or any Affiliates of such general partners or managing members, of such Person, or (ii) managed or advised by the same manager or advisor, or any Affiliates of such manager or advisor, as such Person.
“Sale Date” has the meaning set forth in Section 2.02.
“Sale of the Company” means the consummation of (i) a transaction or series of related transactions pursuant to which any Person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) purchases all or substantially all of the outstanding shares of Common Stock, (ii) any reorganization, merger, share exchange or consolidation of the Company with or into any other Person in which transaction the holders of the Common Stock of the Company immediately prior to such transaction, in the aggregate, own immediately after such transaction less than 50% of the total voting power of the Common Stock of the Company or, if the Company is not the acquiring or surviving entity in such transaction, the successor entity (other than transactions solely involving the merger or consolidation of a wholly owned Subsidiary with or into the Company or another wholly owned direct or indirect subsidiary of the Company) or (iii) the sale, transfer or other disposition of all or substantially all of the assets or business of the Company and its Subsidiaries, taken as a whole, which is followed by a distribution to the Stockholders of the net proceeds of such sale.
“Sale Price” means, with respect to a Sale of the Company, the fair market value of the consideration paid in respect of one share of Common Stock in such Sale of the Company, as determined in good faith by the Board, whose determination shall absent manifest error be conclusive and evidenced by a board resolution filed with the Warrant Agent. The Company is not required, and no Holder may demand, any appraisal in connection with the determination of the Sale Price.
3 |
“SEC” means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Stockholder” has the meaning set forth in the Stockholders Agreement.
“Stockholders Agreement” shall mean that certain Stockholders Agreement, dated as of the date hereof, among the Company and the stockholders party thereto, in the form attached hereto as Exhibit B, as may be amended from time to time, copies of which amendments the Company shall promptly provide to the Holders in accordance with Section 7.03.
“Subordinated Note Claims” has the meaning set forth in the Plan.
“Subsidiary” means any Person in which the Company, directly or indirectly through Subsidiaries or otherwise, beneficially owns more than 50% of either the equity interests in, or the voting control of, such Person.
“Transfer” means, with respect to any security of the Company, to directly or indirectly sell, exchange, transfer, hypothecate, negotiate, gift, bequeath, convey in trust, pledge, mortgage, grant a security interest in, assign, encumber, or otherwise dispose of all or any portion of such security, including by recapitalization, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise; provided, however, that a pledge or grant of a security interest in Warrants to secure a “bona fide” loan shall in no event be deemed a Transfer for any purpose of this Warrant Agreement so long as (i) written notice is provided to the Company identifying the pledgee or Person to whom a security interest in the Warrants is granted (the “Pledgee”); and (ii) the Pledgee’s interest in the Warrants is limited to an actual or contingent economic interest, it being understood and agreed that the pledge or grant of a security interest in Warrants does not grant such Pledgee the rights of a Holder under this Warrant Agreement, including any right to vote, or the right to direct the vote of, the pledged Warrants; provided, further, that any foreclosure, transfer in lieu of foreclosure or other enforcement of such pledge or security interest shall be deemed to constitute a Transfer hereunder and shall be subject to the rights of the Company and the Holders set forth in this Warrant Agreement. “Transferred,” “Transferor” and “Transferee” shall have the correlative meanings. Notwithstanding the foregoing, the exercise of a Warrant for Warrant Shares that does not involve the issuance of Warrant Shares in a name other than the record holder of the applicable Warrant shall in no event constitute a “Transfer.”
“Transfer Agent” means the transfer agent for the Common Stock.
“Transfer Request” has the meaning set forth in Section 4.02(b).
“Warrant Agreement” has the meaning set forth in the preamble.
4 |
“Warrant Agent” has the meaning set forth in the preamble.
“Warrant Agent Office” has the meaning set forth in Section 2.03(a).
“Warrant Legend” has the meaning set forth in Section 4.02(e).
“Warrant Register” has the meaning set forth in Section 4.01(a).
“Warrant Shares” has the meaning set forth in the recitals.
“Warrant Statement” has the meaning set forth in Section 1.02(d).
“Warrants” has the meaning set forth in the recitals.
Section 1.02 Appointment of Warrant Agent; Issuance of Warrants.
(a) The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement.
(b) Each Warrant shall initially represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Share subject to adjustment as provided herein. The Warrants shall initially entitle the Holders of such Warrants to purchase, in the aggregate, up to 11,111,112 Warrant Shares, as such amount may be adjusted from time to time pursuant to this Warrant Agreement, upon the exercise of all of the Warrants in accordance with the terms of this Warrant Agreement.
(c) On the terms and subject to the conditions of this Warrant Agreement and in accordance with the terms of the Plan, on or as soon as practicable after the Effective Date, the Company shall issue the Warrants.
(d) The Warrants shall be issued in uncertificated form by book-entry registration in the Warrant Register with the issuance thereof confirmed by statements delivered by the Warrant Agent to the Holders of the Warrants reflecting such book-entry positions (the “Warrant Statements”).
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
Section 2.01 Exercise Price. The initial exercise price for each Warrant shall be $13.76 per Warrant Share, subject to adjustment as provided herein (as so adjusted, the “Exercise Price”); provided, however, that (1) in connection with each cash distribution to the Term Loan Lenders (as defined to the Plan) under Article III.B.3-6 of the Plan, the Company shall deliver to the Warrant Agent (and, at the request of any Holder, to such Holder) a certificate executed by an Authorized Officer of the Company setting forth the aggregate amount of actual cash distributions to the Term Loan Lenders (as defined in the Plan), and (2) (A) if the aggregate amount of actual cash distributions to Term Loan Lenders (as defined in the Plan) under Article III.B.3-6 of the Plan exceeded $155.4 million (the amount so exceeded, rounded to the nearest multiple of a million, the “Excess Amount”), the calculation of the amount by which the Exercise Price shall be reduced, which shall be by an amount equal to (x) $0.01 multiplied by (y) the Excess Amount divided by $1,000,000, or (B) if the aggregate amount of actual cash distributions to Term Loan Lenders (as defined in the Plan) under Article III.B.3-6 of the Plan is less than $155.4 million (the amount by which, rounded to the nearest multiple of a million, the “Reduced Amount”), the calculation of the amount by which the Exercise Price shall be increased, which shall be by an amount equal to (x) $0.01 multiplied by (y) the Reduced Amount divided by $1,000,000; and (3) upon delivery of such certificate, the Exercise Price shall be increased or reduced, as applicable, as provided in such certificate.
5 |
Section 2.02 Duration of Warrants. Subject to the provisions of this Warrant Agreement, Warrants may be exercised in whole or in part in any whole number of Warrants at any time prior to the Expiration Time in accordance with the procedures set forth in Section 2.03. Each Warrant not exercised prior to the Expiration Time shall become void, and all rights of the Holder and any beneficial owners of such Warrants under this Warrant Agreement shall cease. If a Sale of the Company is consummated prior to the Expiration Time in which 100% of the Consideration paid to or received by non-employee holders of Common Stock in such Sale of the Company consists of cash and the Sale Price is less than or equal to the Exercise Price on the date (the “Sale Date”) the Sale of the Company is consummated, each Warrant not exercised at or before the Sale Date shall become void, and all rights of the Holder and any beneficial owners of such Warrants under this Warrant Agreement shall cease.
Section 2.03 Exercise of Warrants.
(a) Warrants may be exercised, at the option of the Holder, in whole or in part in any whole number of Warrants, at any time or from time to time prior to the Expiration Time, by (i) delivering an Exercise Form duly completed as to the whole number of Warrants being exercised duly executed by such Holder or its duly authorized agent or attorney to the Warrant Agent at its corporate actions department or such other office designated by the Warrant Agent for such purposes (the “Warrant Agent Office”), notice of which the Warrant Agent shall have given to the Company and the Holders in accordance with Section 7.03, (ii) except in the case of a Cashless Exercise, delivering a certified or official bank check payable to the Company to the Warrant Agent at the Warrant Agent Office or transferring by wire in immediately available funds to the account (No. 530354616; ABA No. 02100021; Reference: Dex Media Warrants; Attention: Corp Action) of the Company at JP Morgan Chase Bank or such other account of the Company at such banking institution in the United States of America and the Company shall have given notice to the Warrant Agent and the Holders in accordance with Section 7.03, in the amount of the aggregate Exercise Price for the Warrant Shares into which such Warrants are being exercised, and (iii) delivering a Joinder duly executed by the Person in whose name the Warrant Shares are requested to be issued to the Warrant Agent at the Warrant Agent Office unless the Stockholders Agreement is not then in effect or if such Person is already a party to the Stockholders Agreement; provided, however, that if the Warrant Shares are to be issued in a name other than the record holder of the applicable Warrant, such record holder shall be deemed to have requested a Transfer of such Warrant prior to such exercise, which Transfer must comply with the provisions of this Warrant Agreement. Without limitation of the right of Holders to exercise Warrants at any time pursuant to the preceding sentence, if the exercise of any Warrant is made commencing with the period 30 days before and ending 30 days after the closing of a Sale of the Company with respect to which the Sale Price is greater than the Exercise Price on the Sale Date, any Holder may elect to exercise Warrants effective (if Warrants are exercised prior to the closing of such Sale of the Company) only upon the closing of such Sale of the Company by authorizing the Company to effect a cashless exercise (a “Cashless Exercise”) by withholding and not issuing to such Holder, in payment of the Exercise Price thereof, a number of such Warrant Shares equal to (x) the total number of Warrant Shares for which the Warrants are being exercised (before withholding), multiplied by (y) the Exercise Price, and divided by (z) the Sale Price with respect to such Sale of the Company (and such withheld Warrant Shares shall no longer be issuable under such Warrants, and the Holder shall not have any rights or be entitled to any payment with respect to such withheld Warrant Shares). For the avoidance of doubt, a Cashless Exercise (if Warrants are exercised prior to the closing of such Sale of the Company) will be effective only if the closing of such Sale of the Company actually occurs. The delivery of the executed Exercise Form and (if applicable) Joinder and (except in the case of a Cashless Exercise) payment of the Exercise Price and, solely in the case of the issuance of Warrant Shares in a name other than that in which the Warrant Shares were registered, payment of any taxes as and in the manner specified in Section 2.03(e), are the only procedures required of, and no legal opinion or other information or instructions shall be required to be delivered by, a Holder to exercise any Warrant.
6 |
(b) The later of (i) the first date on which the Warrant Agent has received a valid Exercise Form and (if applicable) Joinder at the Warrant Agent Office in accordance with this Warrant Agreement and (except in the case of a Cashless Exercise) the Exercise Price has been paid in full and (ii) solely in the case of a Cashless Exercise, the Sale Date, shall be deemed to be the date on which the Warrant is exercised (the “Exercise Date”). Subject to clause (k), the Warrant Agent shall promptly deposit all certified or official bank checks received by it in payment for the exercise of Warrants.
(c) The Company shall cause the Transfer Agent, within ten Business Days after the Exercise Date, to issue to the Holder the aggregate number of whole Warrant Shares issuable upon such exercise and deliver to the Holder written confirmation that such Warrant Shares have been duly issued and recorded on the books of the Transfer Agent. The Warrant Shares so issued shall be registered in the name of the Holder or such other name as shall be designated in the Exercise Form and Joinder (if applicable) delivered by the Holder. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. Notwithstanding any provision herein to the contrary, the Company shall not be required to register Warrant Shares in the name of any person who acquired any Warrant or any Warrant Shares otherwise than in accordance with this Warrant Agreement.
(d) In case an exercise of Warrants is in part only, the Warrant Agent shall make an appropriate adjustment to the account of the Holder to reflect a number of Warrants equal (without giving effect to any adjustment thereof) to the number of such Holder’s Warrants prior to such exercise, minus the number of Warrants so exercised as designated by the Holder upon such exercise in the Exercise Form.
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(e) The Company will from time to time pay all documentary, stamp or similar issue or transfer taxes and charges (other than income taxes) imposed upon the Company or the Warrant Agent or otherwise payable in respect of the issuance or delivery of Warrant Shares upon exercise of Warrants, but neither the Warrant Agent nor the Company shall be required to pay any documentary, stamp or other tax or other charge required to be paid in connection with the issuance of the Warrant Shares in a name other than that in which the Warrants were registered, and in the event that any Warrant Shares are to be issued in a name other than that in which the Warrants were registered, neither the Warrant Agent nor the Company shall be required to issue or deliver any Warrant Share until it has been established to the Company’s and the Warrant Agent’s satisfaction that such tax or other charge has been paid or that no such tax or other charge is due.
(f) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.
(g) The Warrant Agent shall:
(i) examine all Exercise Forms, Joinders and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms, Joinders and any such other documents have been executed and completed in accordance with their terms and the terms hereof;
(ii) where an Exercise Form, Joinder or other document appears on its face to have been improperly completed or executed or some other irregularity or deficiency in connection with the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;
(iii) inform the Company of and reasonably cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Forms received and the crediting of Warrant Shares to the respective Holders’ accounts; and
(iv) advise the Company no later than five Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form, the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement and the amount deposited, (B) the identity of the Holder that has submitted the Exercise Form, (C) the percentage of the then outstanding Warrants represented by such exercise and (D) such other information as the Company shall reasonably request.
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(h) All questions as to the validity, form and sufficiency (including time of receipt) of any Exercise Form and Joinder (if applicable) will be determined by the Company in good faith and absent manifest error shall be final and binding. The Company reserves the right to reject any and all Exercise Forms not in proper form, not accompanied by a Joinder in proper form (if applicable) and duly executed by the Person in whose name the Warrant Shares are to be issued, pursuant to which Warrant Shares are to be issued in the name of a Person other than the record holder of the applicable Warrant unless such deemed Transfer complies with the terms of this Warrant Agreement. Such determination by the Company shall be made in good faith and absent manifest error shall be final and binding on the Holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in the exercise thereof with regard to any particular exercise of Warrants. The Company shall give notice to the Warrant Agent of any such determinations, however, neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any irregularities in any Exercise Form or Joinder (if applicable), nor shall it incur any liability for the failure to give such notice.
(i) If, at the time of issuance of Warrant Shares, the provisions in respect of restrictions on transfer of shares of Common Stock in the Stockholders Agreement are still in effect, then (unless newly issued shares of Common Stock are generally not subject to the provisions in respect of restrictions on transfer of shares of Common Stock in the Stockholders Agreement) each of the Warrant Shares issued upon the exercise of a Warrant, the book-entry account in which such Warrant Shares are held or Warrants Statement issued in respect thereof shall also be stamped or otherwise imprinted with the legend set forth in the Stockholders Agreement.
(j) Notwithstanding any provision herein to the contrary, prior to the deemed issuance of Warrant Shares on the Exercise Date upon exercise of any Warrant, Holders shall not be entitled to any voting, registration, preemptive or other rights under the Stockholders Agreement. For the avoidance of doubt, upon exercise of the Warrants and deemed issuance of the Warrant Shares on the Exercise Date, the Holders of such Warrant Shares shall have the same rights as similarly situated holders of Common Stock under the Stockholders Agreement.
(k) All funds received by the Warrant Agent under this Warrant Agreement that are to be distributed or applied by Computershare in the performance of its services hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until distributed pursuant to the terms of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder of Warrants or any other party.
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Section 2.04 Reservation of Warrant Shares.
(a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the Company covenants that it will at all times through the Expiration Time, reserve and keep available out of its aggregate authorized but unissued or treasury shares of Common Stock, the number of Warrant Shares deliverable upon the exercise of all outstanding Warrants, and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company further covenants that it will, from time to time, take all steps necessary to increase the number of authorized shares of its Common Stock if at any time the number of authorized shares that remain unissued would otherwise be insufficient to allow delivery of all Warrant Shares then deliverable upon the exercise in full of all outstanding Warrants. The Company will keep a copy of this Warrant Agreement on file with the Transfer Agent. If Warrant Shares are to be represented by stock certificates, the Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates issuable upon exercise of outstanding Warrants, and the Company will supply such Transfer Agent with duly executed stock certificates for such purpose.
(b) The Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Agreement, be fully paid and nonassessable and free from preemptive rights (other than those set forth in the Stockholders Agreement) and all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding thereof.
(c) The Company shall take all such actions as may be necessary to ensure that all Warrant Shares upon issuance will be duly and validly issued, fully paid and nonassessable.
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
Section 3.01 No Rights as Stockholder Conferred by Warrants. Subject to Section 2.03(c), no Warrant shall, and nothing contained in this Warrant Agreement or in the Warrant Statement shall be construed to, entitle the Holder or any beneficial owner thereof to any of the rights of a holder or beneficial owner of Warrant Shares, including, without limitation, the right to vote or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or any other matter, to receive dividends on Warrant Shares or any rights whatsoever as stockholders of the Company, until such Warrant is duly exercised in accordance with this Warrant Agreement and such Holder is issued (or in accordance with Section 2.03(c) is deemed to have been issued) the Warrant Shares to which it is entitled in connection therewith.
Section 3.02 Notice of Certain Events. The Company shall (a) provide at least five Business Days prior written notice to each Holder in accordance with Section 7.03 of any record date relating to the payment by the Company of a dividend or distribution on the Common Stock and any effective date for any other event specified in Article V that may cause a Warrant Share and/or Exercise Price adjustment and (b) provide prior notice to each Holder in accordance with Section 7.03, at least five Business Days prior to such event, of (i) any Sale of the Company, (ii) any liquidation event with respect to the Company or (iii) any transaction involving the right of a holder of Common Stock to exercise “tag along” rights under Section 5.2 of the Stockholders Agreement.
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Section 3.03 Access to Information and Reports. The Company shall (a) furnish to the Holders the reports required to be delivered to the holders of Common Stock pursuant to Section 6.1(a) of the Stockholders Agreement at the same time such reports are delivered or made available to such holders of Common Stock, (b) provide Holders access to the conference calls required to be held by the Company pursuant to Section 6.1(b) of the Stockholders Agreement at the same time such conference calls are held for the holders of Common Stock, and (c) furnish to the Holders the budgets required to be furnished to the holders of Common Stock pursuant to Section 6.1(c) of the Stockholders Agreement at the same time and in the same manner such budgets are furnished to the holders of Common Stock, in each case subject to the confidentiality restrictions set forth in Section 6.4 of the Stockholders Agreement.
Section 3.04 Rights of Action. All rights of action against the Company in respect of this Warrant Agreement are vested in the Holders of the Warrants, and any Holder of any Warrant, without the consent of the Warrant Agent or the Holder of any other Warrant, may, in such Holder’s own behalf and for such Holder’s own benefit, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such Holder’s right to exercise such Holder’s Warrants in the manner provided in this Warrant Agreement.
Section 3.05 Issuance Obligation Unconditional. The Company’s obligations to issue and deliver Warrant Shares upon an exercise of any Warrant in accordance with Article II are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of such Warrant or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder of such Warrant or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder of such Warrant in connection with the issuance of Warrant Shares. Nothing herein shall limit the right of the Holder of any Warrant to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance or injunctive relief with respect to the Company’s failure to timely issue Warrant Shares upon exercise of such Warrant as required pursuant to the terms hereof.
Section 3.06 No Redemption. The Warrants shall not be subject to redemption by the Company or its Subsidiaries; provided that the Warrants may be acquired by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Warrant Agreement or the Stockholders Agreement.
ARTICLE IV
EXCHANGE AND TRANSFER
Section 4.01 Exchange and Transfer.
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(a) The Warrant Agent shall keep, at the Warrant Agent Office, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall record the name and address of the Person in whose name each Warrant has been registered and exchanges and transfers of outstanding Warrants upon request to exchange or transfer such Warrants; provided that (i) the Warrant Agent shall have received a written instruction of transfer or exchange in form satisfactory to the Warrant Agent, duly executed by the Holder thereof or by such Holder’s duly authorized agent or attorney, providing all information required to be delivered hereunder, such signature to be guaranteed by an eligible guarantor institution solely to the extent required by the Warrant Agent; (ii) such exchange or transfer is not expressly prohibited by the restrictions set forth in this Warrant Agreement; and (iii) such exchange or transfer otherwise complies with all of the requirements expressly set forth herein, without further inquiry, investigation and confirmation on the part of the Warrant Agent. Upon any such registration of transfer, a Warrant Statement shall be issued to the transferee.
(b) No service charge shall be made for any exchange or registration of transfer of Warrants; provided, however, that the Warrant Agent and/or the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed in connection with any such registration of transfer. Neither the Warrant Agent nor the Company shall be required to pay any stamp or other tax or other charge required to be paid in connection with such transfer, and neither the Warrant Agent nor the Company shall be required to issue or deliver any Warrant Share until it has been established to the Company’s and the Warrant Agent’s satisfaction that such tax or other charge has been paid or that no such tax or other charge is due.
(c) The Warrant Agent shall not effect any exchange or registration of transfer which will result in the issuance of a fraction of a Warrant or a whole number of Warrants and a fraction of a Warrant.
(d) All Warrants credited to a Holder’s or transferee’s account upon any exchange or transfer of Warrants in accordance with the provisions of this Warrant Agreement shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrants that were so exchanged or transferred.
Section 4.02 Restrictions on Transfer; Restrictive Legend.
(a) General Restriction. A Holder may Transfer any Warrant, provided that such Transfer (i) would be permitted under the terms of the Stockholders Agreement (other than Section 4.1(f) of the Stockholders Agreement) if such Warrant constituted shares of Common Stock as defined in the Stockholders Agreement, (ii) is not made to any Person determined by the Board to be a Competitor without the prior approval of the Board, and (iii) is permitted by the other terms of this Article IV. Common Stock issued upon exercise of the Warrants will be subject to restrictions on transfer set forth in the Stockholders Agreement unless the provisions in respect of restrictions on transfers of shares of Common Stock in the Stockholders Agreement are not then in effect. For the avoidance of doubt, a Holder may exercise Warrants and the Company shall cause the Transfer Agent to issue to the Holder the aggregate number of whole Warrant Shares issuable upon such exercise in accordance with the terms of this Warrant Agreement notwithstanding that such exercise and issuance may cause the number of holders of record of shares of Common Stock to exceed the limits set forth in Section 4.1(f) of the Stockholders Agreement.
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(b) Requests for Transfer. In order to provide for effective compliance with this Section 4.02, a Holder who proposes to effect a Transfer of Warrants, or who proposes to effect a deemed Transfer pursuant to which Warrant Shares are to be issued in the name of a Person other than the record h older of the applicable Warrant, must submit to the Company in accordance with Section 7.03, prior to the date of the proposed Transfer, a written request (a “Transfer Request”) that the Company review the proposed Transfer and authorize or not authorize the proposed Transfer pursuant to this Section 4.02. A Transfer Request shall include: (i) the name, address, jurisdiction of organization or citizenship and telephone number of the proposed Transferee, (ii) the number of Warrants proposed to be so Transferred, (iii) the date on which the proposed Transfer is expected to take place, (iv) the name of the Holder proposing such Transfer, and (v) such information as the Company in its discretion may reasonably request (and which may, in the Company’s sole discretion, include an opinion of counsel to be provided at the Transferor’s sole cost and expense to such effect) to establish that registration of the proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” laws. The Company shall, within five Business Days after its receipt of a Transfer Request that includes all of the information set forth in the foregoing clauses (i) through (v), determine whether to authorize the Transfer proposed in such Transfer Request and shall notify the proposed Transferor of such determination; provided that the only bases on which a Transfer may be denied are failure to comply with the applicable obligations and restrictions set forth in this Article IV or in Article 4 of the Stockholders Agreement (other than Section 4.1(f) of the Stockholders Agreement); provided, further, that if the Company does not notify the proposed Transferor of its determination within such time period, the Transfer proposed in such Transfer Request shall be deemed to be approved hereunder.
(c) Exchange Act Reporting Obligations. Notwithstanding anything to the contrary in this Warrant Agreement, no Holder may Transfer any Warrant if, as a result of such Transfer, Warrants would be held of record by 1,980 or more Persons or 480 or more Persons who are not “accredited investors” (as defined in Rule 501(a) promulgated under the Securities Act) or otherwise in circumstances that the Board determines in good faith, based on a written opinion of legal counsel, would require the Company to file reports under the Exchange Act, if the Company is not otherwise subject to such requirements. Nothing contained in this Article IV shall limit the authority of the Board to take such other action to the extent permitted by law and not in conflict with the terms of the Warrant Agreement and the rights of Holders hereunder as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.
(d) Any attempted or purported transfer of all or a portion of the Warrants held by a Holder in violation of this Section 4.02 shall be null and void and of no force or effect whatsoever, such purported transferee will not be treated as an owner of the Warrants for purposes of this Warrant Agreement or otherwise, and the Company will not register such transfer.
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(e) The account of each Holder on the Warrant Register shall be marked with, a legend in the following or a substantially comparable form (the “Warrant Legend”):
THE SECURITIES REPRESENTED HEREBY (THE “SECURITIES”) WERE ORIGINALLY ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), PROVIDED BY SECTION 1145 OF THE BANKRUPTCY CODE, 11 U.S.C. 1145. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAW, AND TO THE EXTENT THE HOLDER OF THE SECURITIES IS AN “UNDERWRITER,” AS DEFINED IN SECTION 1145(B)(1) OF THE BANKRUPTCY CODE, THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.
THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE WARRANT AGREEMENT BY AND AMONG DEX MEDIA, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY N.A. DATED AS OF AUGUST 15, 2016, AS AMENDED AND THE STOCKHOLDERS AGREEMENT REFERRED TO THEREIN.
(f) A Holder (or its transferee, as applicable) shall be entitled to receive from the Company, without expense, new Warrants of like tenor accompanied by a Warrant Statement, and registered in the Warrant Register to the account of such Holder, without being marked with the Warrant Legend when the provisions in respect of restrictions on transfer of shares of Common Stock in the Stockholders Agreement are no longer in effect or when any Warrant Shares then issuable upon exercise of such Warrant, if issued upon such exercise, would not be subject to the provisions in respect of restrictions on transfer of shares of Common Stock in the Stockholders Agreement.
Section 4.03 Treatment of Holders of Warrants. Each Holder of Warrants, by accepting the same, consents and agrees with the Company, the Warrant Agent and every subsequent Holder of such Warrants that until the transfer of such Warrants is registered on the books of such Warrant Agent, the Company and the Warrant Agent may treat the registered Holder of such Warrants as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.
ARTICLE V
ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES
Section 5.01 Adjustments Generally. The Exercise Price, and the number of Warrant Shares issuable upon exercise of Warrants, are subject to adjustment from time to time upon the occurrence of the events enumerated in this Article V, as specified in Section 5.02, 5.03, 5.04 and 5.05. The Company hereby agrees that it will provide the Warrant Agent with reasonable notice of such adjustment events. The Company further agrees that it will provide to the Warrant Agent with any new or amended exercise terms. The Warrant Agent shall have no obligation under any Section of this Warrant Agreement to determine whether an adjustment event has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth in this Warrant Agreement.
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Section 5.02 Stock Dividends; Split-Ups. If after the date hereof, and subject to the provisions of Section 5.05, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event (in each case, other than upon (x) a reclassification or reorganization involving other than solely a change in the number of outstanding shares of Common Stock or (y) a merger or consolidation or sale or transfer to which Section 5.05 applies), then, immediately after the date for determination of the holders of Common Stock entitled to receive such stock dividend or the effective date of such split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrants is adjusted pursuant to this Section 5.02, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and (b) the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter.
Section 5.03 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 5.05, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event (in each case, other than upon (x) a reclassification or reorganization involving other than solely a change in the number of outstanding shares of Common Stock or (y) a merger or consolidation or sale or transfer to which Section 5.05 applies), then immediately after the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrants is adjusted pursuant to this Section 5.03, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment and (b) the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter.
Section 5.04 Other Dividends. If the Company pays a dividend or makes any other distribution upon the Common Stock that is payable in any of its assets (including cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or other securities of the Company (other than (i) a distribution of Common Stock pursuant to which Section 5.02 applies or (ii) a distribution upon a reclassification, reorganization, merger or consolidation or sale or transfer to which Section 5.05 applies) (a “Property Dividend”), then and in each such event the Exercise Price for each Warrant in effect immediately prior to the close of business on the date for the determination of the holders of Common Stock entitled to receive such dividend or distribution shall be decreased by the fair market value (as determined in good faith by the Board, whose determination shall absent manifest error be conclusive and evidenced by a board resolution filed with the Warrant Agent) as of the record date for such distribution of such Property Dividend so distributed for each share of Common Stock (after taking into account, in the case of rights, warrants or options, the consideration required to be paid upon exercise thereof).
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Any adjustment under this Section 5.04 shall be made on the date the holders of Common Stock receive the Property Dividend with effect retroactive to the record date with respect to such Property Dividend.
For purposes of clarity, if a declared Property Dividend would have reduced the Exercise Price to an amount below the par value per share of the Common Stock, the Exercise Price will be reduced to the par value per share of the Common Stock and any remaining fair market value of the Property Dividend that would have resulted in a reduction of the Exercise Price below the par value per share of the Common Stock shall be disregarded.
Section 5.05 Replacement of Securities upon Reorganization. Subject to Section 2.02, in case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 5.02 or 5.03), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or transfer to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, (x) the Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon any such sale or transfer, that the Holder would have received if such Holder had exercised his, her or its Warrant(s) immediately prior to such event; and (y) in any such case, if necessary, the obligations of the Company (or, in the case of any such merger or consolidation in which the Company is not the continuing corporation or such a sale or transfer (each, a “Non-Surviving Transaction”), the other person) set forth herein with respect to the rights of each Holder to exercise a Warrant in exchange for the Warrant Shares theretofore purchasable upon exercise of a Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to such Holder’s right to exercise a Warrant in exchange for shares of stock or other securities or property pursuant to this paragraph. The Company shall (or, in the case of a Non-Surviving Transaction, the Company shall cause such other person to) execute and deliver to the Warrant Agent a written instrument providing (A) as set forth in clause (i)(x) and (y) above and for adjustments which, for events subsequent to the effective date of such written instrument, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article V and (B) in the case of a Non-Surviving Transaction, for the express assumption by such other person of the due and punctual performance of every covenant in this Warrant Agreement on the part of the Company to be performed and observed. The provisions of this Section 5.05 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In determining the kind and amount of stock, securities or the property receivable upon exercise of a Warrant following the consummation of such reclassification, reorganization, merger or consolidation or sale or other transfer, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such reclassification, reorganization, merger or consolidation or sale or other transfer, then the holders of Warrants will be given the same right and time period to elect the kind or amount of consideration as given to holders of Common Stock and (x) if a Holder of a Warrant timely makes such election, the consideration that a Holder of such Warrant shall be entitled to receive upon exercise shall be deemed to be the consideration so selected and (y) if a Holder of a Warrant fails to timely make such an election, the consideration that a Holder of such Warrant shall be entitled to receive upon exercise shall be deemed to be the kinds and amounts of consideration received by the majority of all holders of the shares of Common Stock (excluding any holder that is a Person into which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or other transfer is made or an Affiliate of any thereof) that affirmatively make an election, in each case with the consideration receivable upon the exercise of any Warrant being recorded in the Warrant Register.
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Section 5.06 Adjustment Rules. Any adjustments pursuant to this Article V shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would otherwise reduce the Exercise Price to an amount below the par value per share of the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value per share of the Common Stock.
Section 5.07 Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent and to the Holders, which notice shall state the increase or decrease in the Exercise Price or the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the Company determining the date for determination of holders of Common Stock entitled to receive any dividend or distribution, or the effective date (including any Effective Date) for any other event specified in Section 5.02, 5.03, 5.04 or 5.05 or then, in any such event, the Company shall give or cause to be given written notice to each Holder in accordance with Section 7.03, no later than five Business Days following such date for determination or effective date, as applicable, of such date for determination or effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be fully protected in relying upon such a certificate and shall have no duty to investigate or inquire as to whether such adjustment is accurate, and shall not be deemed to have knowledge of, and shall not be required to take any action with respect to any adjustments, unless and until the Warrant Agent shall have received such a certificate.
Section 5.08 No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Article V, any Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall, upon such exercise, round down to the nearest whole number the number of the shares of Common Stock to be issued to the Holder.
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ARTICLE VI
CONCERNING THE WARRANT AGENT
Section 6.01 Warrant Agent. The Company has appointed the Warrant Agent to act as agent of the Company in respect of the Warrants pursuant to this Warrant Agreement and the Warrant Agent has therein accepted such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it herein and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it.
Section 6.02 Fees and Expenses of Warrant Agent. The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between the Company and the Warrant Agent for its services as Warrant Agent hereunder and will promptly reimburse the Warrant Agent, promptly following any demand therefor, for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
Section 6.03 Liability of Warrant Agent.
(a) Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President, Chief Executive Officer, Chief Financial Officer, or Secretary (each an “Authorized Officer”) of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance, upon such statement for any action taken or suffered by it pursuant to the provisions of this Warrant Agreement, and shall not be held liable in connection with any delay in receiving such statement.
(b) The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction). The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, however, that such covenant and agreement of the Company does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction).
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(c) The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 5 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any Common Stock will when issued be valid and fully paid and nonassessable.
(d) From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Warrant Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken, suffered or omitted to be taken by The Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company.
Section 6.04 Rights and Duties of Warrant Agent.
(a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with such opinion.
(b) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement (except its countersignature hereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only.
(c) The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.
(d) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.
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(e) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof.
(f) The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as the Warrant Agent hereunder.
(g) The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.
(h) The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the SEC or this Warrant Agreement, including without limitation obligations under applicable regulation or law.
(i) The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants.
(j) The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.
(k) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the Holder of any Warrant or any other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.
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Section 6.05 Acceptance of Agency. The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set forth.
Section 6.06 Limitation of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, special, punitive or incidental damages under any provisions of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility or likelihood of such damages.
Section 6.07 Survival. The provisions of this Article VI shall survive the termination of this Warrant Agreement and the resignation, removal or replacement of the Warrant Agent.
Section 6.08 Further Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.
Section 6.09 Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the Holders from time to time of the Warrants, that there shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.
(b) The Warrant Agent may at any time resign as such by giving written notice of its resignation to the Company, specifying the desired date on which its resignation shall become effective; provided, however, that such date shall be not less than 30 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Warrant Agent (which shall be a bank or trust company in good standing, authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Warrant Agent and one copy to the successor Warrant Agent. Subject to 30 days’ written notice, the Company may, at any time and for any reason, remove the Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid) by written instrument in duplicate signed on behalf of the Company and specifying such removal and the date when it is intended to become effective, one copy of which shall be delivered to the Warrant Agent being removed and one copy to the successor Warrant Agent. The parties agree that if the Warrant Agent is also the Transfer Agent for the Company and resigns or is removed as Transfer Agent of the Company, then the Warrant Agent shall automatically resign in such capacity. Any resignation or removal of the Warrant Agent and any appointment of a successor Warrant Agent shall become effective upon acceptance of appointment by the successor Warrant Agent as provided in this Section 6.09(b). In the event a successor Warrant Agent has not been appointed and accepted its duties within 30 days of the Warrant Agent’s notice of resignation, the Warrant Agent and/or any Holder may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent (qualified as aforesaid). Upon its resignation, replacement or removal, the Warrant Agent shall be entitled to the payment by the Company of the compensation and to the reimbursement of all reasonable out-of-pocket expenses incurred by it hereunder.
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(c) The Company shall remove the Warrant Agent and appoint a successor Warrant Agent if the Warrant Agent (i) shall become incapable of acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (iv) shall consent to, or shall have had entered against it a court order for, any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceedings commenced against it, (v) shall make a general assignment for the benefit of creditors or (vi) shall fail generally to pay its debts as they become due. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by it of such appointment, the predecessor Warrant Agent shall, if not previously disqualified by operation of law, cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and, upon the payment of all outstanding fees to the predecessor Warrant Agent, such predecessor shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent hereunder.
(e) Any Person into which the Warrant Agent hereunder may be merged or converted or any Person with which the Warrant Agent may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.
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ARTICLE VII
MISCELLANEOUS
Section 7.01 Amendment. The terms of the Warrants may be amended, modified or waived by the Company together with the affirmative vote or consent of the Holders of a majority of the Warrants then outstanding; provided, that the consent of each Holder affected thereby shall be required for any amendment, modification or waiver pursuant to which (i) the Exercise Price would be increased and/or the number of Warrant Shares would be decreased (in each case, other than pursuant to adjustments pursuant to Article V), or (ii) the Expiration Time is modified to occur earlier then the date set forth herein. Notwithstanding the foregoing, the Company and the Warrant Agent may from time to time supplement or amend this Warrant Agreement without the approval of any Holders in order to cure any ambiguity, manifest error or other mistake in this Warrant Agreement, or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein. The Company and the Warrant Agent may also from time to time supplement or amend this Warrant Agreement to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable and that shall not adversely affect, alter or change the interests of any Holder. Notwithstanding anything to the contrary herein, upon the delivery of a certificate from an Authorized Officer of the Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 7.01 and, provided such supplement or amendment does not change the Warrant Agent’s own rights, duties, liabilities, immunities or obligations hereunder, the Warrant Agent shall execute such supplement or amendment. Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 7.01 shall be effected by a written instrument executed and delivered by the Company and the Warrant Agent and will be binding upon all Holders and upon each future Holder, the Company and the Warrant Agent. In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to all Holders in accordance with Section 7.03. For the avoidance of doubt, the Stockholders Agreement may be amended in accordance with the terms thereof at any time without the consent of any Holder. A Warrant ceases to be outstanding if such Warrant is exercised or if the Company or an Affiliate of the Company holds or is beneficial owner of such Warrant.
Section 7.02 Notices and Demands to the Company. If the Warrant Agent shall receive any notice or demand addressed to the Company by a Holder, the Warrant Agent shall promptly forward such notice or demand to the Company.
Section 7.03 Addresses. Any communication to the Warrant Agent with respect to this Warrant Agreement shall be delivered in writing to 250 Royall Street, Canton, Massachusetts 02021, Attention: Client Administration, or such other address as shall have been set forth in a notice delivered to all Holders and the Company in accordance with this Section 7.03. Any communication to the Company with respect to this Warrant Agreement shall be delivered in writing to Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX 75261, Attention: General Counsel, or such other address as shall have been set forth in a notice delivered to all Holders and the Warrant Agent in accordance with this Section 7.03. Any communication to a Holder with respect to this Warrant Agreement shall be deemed to have been effectively given (a) when delivered by hand to the party to be notified, (b) one Business Day after deposit with a national overnight delivery service with next-business-day delivery guaranteed, (c) three Business Days after deposit in the United States mail postage prepaid by certified or registered mail return receipt requested, in the case of each of clause (a), (b), and (c), addressed to the party to be notified at the addresses set forth for such party in the warrant register, or (d) when posted to an Intralinks or similar site to which all Holders have been offered access. If regular mail service is suspended or if it is impractical to give notice by mail, then notification to the Holder shall be made by a method approved by the Warrant Agent as one which would be most reliable under the circumstances for successfully delivering the notice to the addressee.
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Section 7.04 Applicable Law. The validity, interpretation and performance of this Warrant Agreement and of the terms hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 7.05 Persons Having Rights Under Warrant Agreement. Subject to Section 2.03(c), the Warrants shall not, and nothing contained herein or otherwise shall, be construed as conferring upon the Holder any right as a stockholder of the Company or the right to vote or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or any other matter, to receive dividends or any rights whatsoever as stockholders of the Company.
Section 7.06 Headings. The descriptive headings of the several Articles and Sections of this Warrant Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Section 7.07 Counterparts. This Warrant Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
Section 7.08 Inspection of Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times for inspection by the Holder of any Warrant at the office of the Warrant Agent designated for such purposes. The Warrant Agent may require such Holder to submit evidence of ownership of a Warrant for inspection by it.
Section 7.09 Binding Effects. This Warrant Agreement shall inure to the benefit and shall be binding upon the Company, the Warrant Agent and the Holders and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant Agreement, express or implied, is intended to or shall confer on any Person other than the Company, the Warrant Agent and the Holders, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant Agreement.
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Section 7.10 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.
Section 7.11 Entire Agreement. This Warrant Agreement sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto with respect thereto, whether written, oral or otherwise.
Section 7.12 Assignment. Except as provided in Section 5.05, neither this Warrant Agreement nor any Warrant nor any of the rights, interests or obligations hereunder or thereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder affected thereby.
[SIGNATURE PAGE FOLLOWS]
25 |
IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the Effective Date.
DEX MEDIA, INC. | ||
By: | /s/ Paul D. Rouse | |
Name: Paul D. Rouse | ||
Title: EVP - CFO, Treasurer | ||
COMPUTERSHARE INC. | ||
COMPUTERSHARE TRUST COMPANY, N.A. | ||
By: | ||
Name: | ||
Title: |
IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the Effective Date.
DEX MEDIA, INC. | ||
By: | ||
Name: Paul D. Rouse | ||
Title: EVP - CFO, Treasurer | ||
COMPUTERSHARE INC. | ||
COMPUTERSHARE TRUST COMPANY, N.A. | ||
By: | /s/ Dan DeWakar | |
Name: Dan DeWakar | ||
Title: Product Director |
EXHIBIT A
FORM OF EXERCISE FORM
(To be executed upon exercise of Warrant(s))
The undersigned hereby irrevocably elects to exercise the right, represented by _____ book-entry Warrant(s), to purchase the full number of shares of Common Stock, par value $0.01 per share (the “Warrant Shares”) of DEX MEDIA, INC. into which such Warrants are exercisable and represents that (unless exercising Cashless Exercise as specified below) has tendered payment for such Warrant Shares by certified check or official bank check or by bank wire transfer, in each case, in immediately available funds, in the amount of $___________ in accordance with the terms of the Warrant Agreement. The undersigned requests the Warrant Shares to which the Holder is entitled be registered in such names and a statement representing such Warrant Shares be delivered, all as specified in accordance with the instructions set forth below.
This Exercise Form is accompanied by a duly executed Joinder as and to the extent required under the Warrant Agreement.
¨ Please check if the undersigned, in lieu of tendering the cash payment, as aforesaid, hereby elects Cashless Exercise pursuant to Section 2.03(a) of the Warrant Agreement. (Note: May only be used as permitted by, and will be effective only upon the closing of a Sale of the Company as specified in, Section 2.03(a) of the Warrant Agreement.)
Dated: | ||
Name | ||
(Please Print) | ||
(Insert Social Security or Other | ||
Identifying Number of Holder) | ||
Address | ||
Signature | ||
(Signed exactly as name appears | ||
in the records of the Warrant Agent) |
The foregoing Warrants may be exercised by delivering the Exercise Form to Computershare Trust Company, N.A. at the following addresses:
By hand at |
Computershare Trust Company, N.A. Attn: Client Administration, Dex Media, Inc. Warrants 250 Royall Street Canton, Massachusetts 02021 |
|
By mail at |
Computershare Trust Company, N.A. Attn: Client Administration, Dex Media, Inc. Warrants 250 Royall Street Canton, Massachusetts 02021 |
(Instructions as to form and delivery of Warrant Shares):
(NOTE: The signature(s) must be medallion guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange)
A-2 |
[FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER THE WARRANT)
For value received,___________________ hereby sells, assigns and transfers unto the Assignee(s) named below the rights represented by such number of Warrants listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Holder with respect to such Warrants, and does hereby irrevocably constitute and appoint ___________ attorney, to transfer said Warrant on the books of the Warrant Agent with respect to the number of Warrants set forth below, with full power of substitution:
Name(s) of | Address | No. of Warrants | ||
Assignee(s) | ||||
Dated: |
Signature (Signed exactly as name appears in the records of the Warrant Agent) |
Signature Guarantee: | |
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Warrant Agent) |
(NOTE: The signature(s) must be medallion guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange)
A-3 |
EXHIBIT B
STOCKHOLDERS AGREEMENT
Please see attached.
B-1 |
DEX MEDIA, INC.
STOCKHOLDERS AGREEMENT
DATED AS OF JULY 29, 2016
TABLE OF CONTENTS
Page | ||
ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION | 1 | |
Section 1.1 | Definitions | 1 |
Section 1.2 | Rules of Interpretation | 10 |
ARTICLE 2. CORPORATE GOVERNANCE | 10 | |
Section 2.1 | Authority | 10 |
Section 2.2 | Powers and Duties of the Board | 11 |
Section 2.3 | Election of Directors; Number and Composition of the Board | 11 |
Section 2.4 | Exculpation | 14 |
Section 2.5 | Further Assurances | 15 |
Section 2.6 | Management Incentive Plan | 15 |
Section 2.7 | Stockholder Consent | 15 |
Section 2.8 | Transactions with Affiliates | 15 |
ARTICLE 3. REGISTRATION RIGHTS | 16 | |
Section 3.1 | Demand Registration | 16 |
Section 3.2 | Approved Public Offering | 19 |
Section 3.3 | Piggyback Registration | 22 |
Section 3.4 | Certain Information | 23 |
Section 3.5 | Expenses | 24 |
Section 3.6 | Registration and Qualification | 24 |
Section 3.7 | Underwriting; Due Diligence | 27 |
Section 3.8 | Indemnification and Contribution | 28 |
Section 3.9 | Rule 144 Information | 30 |
Section 3.10 | Transfer of Registration Rights | 31 |
Section 3.11 | Grant of Additional Registration Rights | 31 |
Section 3.12 | Holdback Agreement | 31 |
Section 3.13 | Termination | 31 |
ARTICLE 4. TRANSFERS OF SHARES | 31 | |
Section 4.1 | Restrictions on Transfers | 31 |
Section 4.2 | Legend on Certificates | 33 |
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ARTICLE 5. DRAG-ALONG; TAG-ALONG | 34 | |
Section 5.1 | Drag-Along Sale | 34 |
Section 5.2 | Tag-Along Sale | 35 |
ARTICLE 6. ADDITIONAL AGREEMENTS | 37 | |
Section 6.1 | Access to Information; Reports | 37 |
Section 6.2 | Certificate of Incorporation and Bylaws | 38 |
Section 6.3 | No Other Voting Agreements | 38 |
Section 6.4 | Confidentiality | 39 |
Section 6.5 | Preemptive Rights | 39 |
Section 6.6 | Debt Preemptive Rights | 41 |
ARTICLE 7. MISCELLANEOUS | 42 | |
Section 7.1 | Survival of Agreement; Term | 42 |
Section 7.2 | Notices | 42 |
Section 7.3 | Binding Effect | 42 |
Section 7.4 | Entire Agreement | 42 |
Section 7.5 | Amendment | 42 |
Section 7.6 | Third-Party Beneficiary | 43 |
Section 7.7 | Counterparts | 44 |
Section 7.8 | Headings | 44 |
Section 7.9 | Governing Law; Consent to Jurisdiction and Service of Process | 44 |
Section 7.10 | Injunctive Relief | 44 |
Section 7.11 | Severability | 44 |
Section 7.12 | Recapitalization and Similar Events | 45 |
Exhibit A Form of Joinder Agreement |
ii |
STOCKHOLDERS AGREEMENT
This Stockholders Agreement ( this “Agreement”) is made as of July 29, 2016, by and among Dex Media, Inc., a Delaware corporation (the “Company”), each of the Stockholders (as defined below) named on the signature pages hereto, and each Person (as defined below) that hereafter becomes a Stockholder.
WITNESSETH
WHEREAS, the Stockholders as of the date of this Agreement have received shares of Common Stock pursuant to the Joint Prepackaged Chapter 11 Plan of Reorganization, as filed with the United States Bankruptcy Court for the District of Delaware, Chapter 11 Case No. 16-11200 (KG), on May 17, 2016 (including all exhibits, schedules, supplements, and ancillary documents, and as may be amended from time to time, the “Plan”) for Dex Media, Inc. and the other Debtors (as defined in the Plan) in the jointly administered cases which were commenced under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware.
NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and provisions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION
Section 1.1 Definitions. As used herein, the terms below shall have the following meanings. Any such term, unless the context otherwise requires, may be used in the singular or plural, depending on reference:
“5% Stockholder” means each Stockholder who, together with its Affiliates, as of a specified date, owns or holds with power to vote 5% or more of the outstanding shares of Common Stock as of such date.
“Accredited Investor” has the meaning defined in Regulation D promulgated under the Securities Act.
“Added Seats” has the meaning set forth in clause (2) of the proviso to Section 2.3(c)(ii).
“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or any Related Fund of any of the foregoing. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding the foregoing, in no event shall any Stockholder or any of its Affiliates be deemed to be an Affiliate of any other Stockholder or any of its Affiliates (other than the Company) solely by reason of such Stockholder’s control of the Company.
“Agreement” has the meaning set forth in the preamble of this Agreement.
“Allocated Share” has the meaning set forth in Section 6.6(a).
“APO Shares” has the meaning set forth in Section 3.2(c).
“Appointing Stockholder Group” means each Stockholder Group that beneficially owns 10% or more of the then outstanding shares of Common Stock of the Company.
“Approved Public Offering” has the meaning set forth in Section 3.2(a).
“Approved Public Offering Holder” has the meaning set forth in Section 3.2(b).
“Approved Public Offering Holder Notice” has the meaning set forth in Section 3.2(c).
“Approved Public Offering Notice” has the meaning set forth in Section 3.2(b).
“Approved Public Offering Percentage” has the meaning set forth in Section 3.2(a).
“Approved Public Offering Sale Amount” means an amount equal to the Approved Public Offering Percentage multiplied by the aggregate number of Registrable Securities held at such time by all Stockholders.
“Audit Committee” has the meaning set forth in Section 2.3(e).
“Board” means the Board of Directors of the Company.
“Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in the State of New York.
“Bylaws” means the bylaws of the Company, as may be amended, modified or amended and restated and in effect from time to time.
“Cause” with respect to any Director means (a) the conviction of such Director of a crime constituting a felony under the laws of any state, the District of Columbia or the United States, or (b) a “bad actor” disqualifying event applicable to such Director described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act.
“Certificate of Incorporation” means the Second Amended and Restated Certificate of Incorporation of the Company, as may be amended, modified, supplemented or amended and restated and in effect from time to time, including any certificates of correction or amendment thereto that are filed with the Secretary of State of the State of Delaware.
2 |
“Common Stock” means common stock of the Company, par value $ 0.01 per share.
“Company” has the meaning set forth in the preamble of this Agreement.
“Company Sale Notice” has the meaning set forth in Section 6.5(b).
“Company Securities” has the meaning set forth in Section 3.1(a).
“Compensation Committee” has the meaning set forth in Section 2.3(e).
“Competitor” means any Person engaged (whether directly or indirectly through the control of any other person) other than through the Company and its Subsidiaries in the business of providing yellow page services or other similar targeted advertising in North America; provided, that no potential Transferee shall be deemed to be a Competitor on account of owning less than 10% (or, in the case of any Person that was a Term Loan Lender (as defined in the Plan) as of the Petition Date, 20%) of the outstanding shares of equity securities of a Competitor so long as such potential Transferee does not have the right to appoint, and no director, officer or employee of such potential Transferee is, a director of such Competitor or any of its Subsidiaries.
“Control Transfer” means a Transfer of Shares in an aggregate amount equal to 35% or more of the outstanding shares of Common Stock, but specifically excluding any Transfer by a Stockholder pursuant to Section 4.1(b).
“Credit Agreement” means (i) the Takeback First Lien Term Loan (as defined in the Plan) or (ii) any other credit facility to which the Company or any of its subsidiaries is bound.
“Debt Exercise Notice” has the meaning set forth in Section 6.6(b).
“Debt Preemptive Rights Notice” has the meaning set forth in Section 6.6(a).
“Demand Registration Notice” has the meaning set forth in Section 3.1(a).
“DGCL” means the General Corporation Law of the State of Delaware.
“Diluted Approved Public Offering Percentage” has the meaning set forth in Section 3.2(c).
“Dilutive Securities” has the meaning set forth in Section 6.5(a).
“Director” means a member of the Board.
“Drag-Along Notice” has the meaning set forth in Section 5.1(a).
“Drag-Along Rights” has the meaning set forth in Section 5.1(a).
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“Drag-Along Sale” shall mean (i) a sale transaction pursuant to which a buyer has agreed to purchase all or substantially all of the outstanding shares of Common Stock, (ii) any merger or consolidation of the Company with or into any other corporation or entity (other than transactions solely involving the merger or consolidation of a wholly owned Subsidiary with or into the Company or another wholly owned Subsidiary of the Company) or (iii) the sale, transfer or other disposition of all or substantially all of the assets or business of the Company and its Subsidiaries, taken as a whole, which is followed by a distribution to the Stockholders of the net proceeds of such sale; provided, that in no event shall any of the transactions described in clauses (i), (ii) and (iii) of this definition be deemed a Drag-Along Sale unless such transaction has been approved by the Board, which approval must include at least one Non-Appointed Outside Director.
“Drag-Along Sellers” has the meaning set forth in Section 5.1(a).
“Dragged Stockholders” means, collectively, with respect to any Drag-Along Sale, all of the Stockholders to whom a Drag-Along Notice with respect to such Drag-Along Sale is given pursuant to Section 5.1(a).
“Eligible Participating Stockholder” has the meaning set forth in Section 5.2(a).
“Employee Shares” means any shares of Common Stock received by a Stockholder under or pursuant to the terms of the Management Incentive Plan or any other employee stock option plan, stock purchase plan, employee benefit plan, employment contract or any similar benefit or incentive program or agreement covering directors, employees or consultants of the Company or its Subsidiaries.
“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder.
“Exchange Act Reporting Date” means the first date after the Plan Effective Date on which the Company becomes required under the Exchange Act to file reports pursuant thereto.
“Family Members” means, with respect to any natural person, such person’s spouse, children, parents and lineal descendants of such person’s parents (in each case, natural or adopted).
“Family Trust” of any natural person means a trust benefiting solely such person or the Family Members of such individual.
“FINRA” means the Financial Industry Regulatory Authority.
“Forfeited Seats” has the meaning set forth in clause (1) of the proviso to Section 2.3(c)(ii).
“Increased Board Election” has the meaning set forth in Section 2.3(c)(ii)(D).
“Incremental Shares” has meaning set forth in Section 3.2(b).
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“Initial Directors” has the meaning set forth in Section 2.3(b).
“Initial Requesting Holder” means, with respect to any registration of Registrable Securities that is requested pursuant to Section 3.1(a), the Stockholder or Stockholders (as the case may be) who made the underlying Registration Demand.
“Initial Stockholders” means (a) each Person (other than the Company) named on the signature pages to this Agreement and (b) each Person deemed to be a party to this Agreement pursuant to Article IV.B.2 of the Plan.
“Losses” has the meaning set forth in Section 3.8(a).
“Management Incentive Plan” means the Company’s Management Equity Incentive Plan adopted by the Company pursuant to the Plan.
“Minority Director” means the director elected pursuant to Section 2.3(c)(iii).
“Minority Director Nominating Stockholder Group” means each Stockholder Group that beneficially owns 5% or more, but less than 10%, of the outstanding shares of Common Stock.
“Minority Director Nominees” means one or more persons nominated by the Minority Director Nominating Stockholder Groups holding a majority of the shares of Common Stock held by all Minority Director Nominating Stockholder Groups.
“Necessary Action” means, with respect to a specified result, all actions that are permitted by law and necessary or desirable to cause such result, including (i) including each Director to be nominated pursuant to Section 2.3 in the Company’s slate of nominees to the Stockholders for each election of Directors, (ii) attending meetings in person or by proxy for purposes of obtaining a quorum, (iii) voting or providing a written consent or proxy with respect to shares of Common Stock, (iv) causing the adoption of Stockholders’ resolutions and amendments to the Organizational Documents, (v) executing agreements and instruments, (vi) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result, and (vii) causing the election or removal of Directors.
“Non-Appointed Outside Directors” means the Remaining Director(s) and the Minority Director.
“Non-Appointing Stockholders” means all Stockholders that are not members of an Appointing Stockholder Group.
“Organizational Documents” means the Certificate of Incorporation and the Bylaws.
“Permitted Offering” has the meaning set forth in Section 6.5(c).
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“Person” means an individual, partnership, corporation, unincorporated organization, joint stock company, limited liability company, trust, joint venture or other legal entity, or a governmental agency or political subdivision thereof.
“Personal Representative” means, with respect to any natural person, the estate, executor, executrix or other personal representative, custodian, administrator or guardian of such natural person.
“Petition Date” has the meaning set forth in the Plan.
“Piggyback Registration” means any proposed filing of a Registration Statement with respect to Company Securities that requires the Company to provide the Stockholders with a Piggyback Registration Notice.
“Piggyback Registration Notice” has the meaning set forth in Section 3.3(a).
“Piggyback Registration Request” has the meaning set forth in Section 3.3(a).
“Plan” has the meaning set forth in the recitals to this Agreement.
“Plan Effective Date” has the meaning set forth in the Plan with respect to the term “Effective Date.”
“Pledgee” has the meaning set forth in the definition of “Transfer” herein.
“Preemptive Rights Offer” has the meaning set forth in Section 6.5(b).
“Preemptive Rights Period” has the meaning set forth in Section 6.5(b).
“Preemptive Rights Stockholder” has the meaning set forth in Section 6.5(a).
“Proposed Buyer” has the meaning set forth in Section 5.2(a).
“Proposed Offering” has the meaning set forth in Section 6.5(a).
“Proposed Sale” has the meaning set forth in Section 5.2(a).
“Proposed Seller” has the meaning set forth in Section 5.2(a).
“Public Offering” means any bona fide firm commitment underwritten sale of Common Stock to the public pursuant to an effective Registration Statement.
“Registrable Securities” means all shares of Common Stock issued by the Company to a Stockholder pursuant to the Plan, any additional shares of Common Stock held by a Stockholder (including Shares acquired upon the exercise of any preemptive rights and upon exercise of options or settlement of other awards issued pursuant to the Management Incentive Plan or any similar plan), and any additional Shares issued or distributed by way of a dividend or other distribution in respect of any such Shares; provided, that such Registrable Securities shall cease to be Registrable Securities (i) upon any sale pursuant to a Registration Statement or Rule 144 and (ii) upon repurchase by the Company.
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“Registration Demand” has the meaning set forth in Section 3.1(a).
“Registration Expenses” means any and all expenses incident to the performance of or compliance with Article 3, including (i) the fees, disbursements and expenses of the Company’s counsel and accountants (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations), (ii) the reasonable fees and disbursements of one counsel for all of the Selling Holders, which counsel shall be selected by the Company and be reasonably acceptable to holders of a majority of the Registrable Securities to be registered on the Registration Statement, (iii) all expenses, including filing fees, in connection with the preparation, printing and filing of the Registration Statement, any free writing, preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers, (iv) the cost of printing or producing any agreements among underwriters, underwriting agreements, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of, (v) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, (vi) the filing fees incidental to securing any required review by FINRA of the terms of the sale of the securities to be disposed of, (vii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (viii) all security engraving and security printing expenses, (ix) all fees and expenses payable in connection with the listing of the securities on any national securities exchange and (x) all rating agency fees.
“Registration Request” has the meaning set forth in Section 3.1(a).
“Registration Statement” means a registration statement under the Securities Act that is filed by the Company with the SEC for a public offering and sale of securities of the Company, other than a registration statement on Form S-8 or Form S-4 or any successor forms thereto.
“Related Fund” means, with respect to any Person, a fund, pooled investment vehicle or managed account now or hereafter existing that is (i) controlled by one or more general partners or managing members, or any Affiliates of such general partners or managing members, of such Person, or (ii) managed or advised by the same manager or advisor, or any Affiliates of such manager or advisor, as such Person.
“Remaining Director” has the meaning set forth in Section 2.3(c)(iv).
“Requested Approved Public Offering Notice” has the meaning set forth in Section 3.2(a).
“Requesting Holder” means, with respect to any Registration Statement that is used to register Registrable Securities pursuant to Article 3, any Stockholder who is an Initial Requesting Holder or timely submits a Registration Request pursuant to Section 3.1, any Approved Public Offering Holder who timely submits a Requested Approved Public Offering Notice pursuant to Section 3.2, or any Stockholder who timely submits a Piggyback Registration Request pursuant to Section 3.3.
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“Required Board Size” has the meaning set forth in Section 2.3(h)(i).
“Required Information” means (i) information (A) reasonably requested by the Company, the lead underwriters or their counsel or counsel for the Requesting Holders that is necessary in connection with the Public Offering, including any information required by any law or governmental entity in connection with a Public Offering, including information necessary to comply with SEC disclosure requirements, FINRA review of the offering and any required tax forms or certificates or (B) reasonably requested by counsel to the Company or counsel for the Requesting Holders to provide an opinion to the underwriters as to due authorization, execution and delivery of documents and valid transfer of title to the Registrable Securities, (ii) any certificates or other applicable instruments representing the Registrable Securities of any Approved Public Offering Holder to be included in the Approved Public Offering, together with a notarized, limited power-of-attorney authorizing the Company or its representative to Transfer such Registrable Securities on the terms contemplated in the Approved Public Offering Notice and receive payment therefor and to execute a lockup letter as set forth in Section 3.2 and wire transfer or other instructions for payment of the consideration for the Registrable Securities being Transferred in such Approved Public Offering and (iii) all other documents reasonably required to be executed in connection with a Approved Public Offering or sale of Registrable Securities pursuant to Section 3.1 or Section 3.3.
“Responsible Requesting Holder” has the meaning set forth in Section 3.5.
“Rule 144” means Rule 144 under the Securities Act, and any successor rule or regulation hereafter adopted by the SEC.
“SEC” means the United States Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act or the Exchange Act.
“Secondary Offering Shares” has the meaning set forth in Section 3.2(a).
“Securities Act” means the Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.
“Selling Holder” means, with respect to any Registration Statement that is used to register Registrable Securities pursuant to Article 3, any Stockholder who beneficially owns Registrable Securities or other shares of Common Stock included in such Registration Statement.
“Shares” means, collectively, all shares of Common Stock held by the Stockholders and shall include all securities issued or issuable with respect thereto by way of a split, dividend, or other division of securities, or in connection with a combination of securities, conversion, exchange, replacement, recapitalization, merger, consolidation, or other reorganization or otherwise.
“Stockholder Group” means one or more Stockholders that are Affiliates of each other; provided, however, that any action or election permitted to be taken by any Stockholder Group shall be deemed taken if approved by members of such Stockholder Group holding a majority of the shares of Common Stock held by all members of such Stockholder Group.
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“Stockholders” means, collectively, (i) all Initial Stockholders, (ii) any other Person who is a Transferee of Shares beneficially owned by another Stockholder in a Transfer that complies with the terms and conditions of this Agreement and who is required by this Agreement to agree to be bound by the terms and conditions of this Agreement and (iii) any other person who otherwise becomes a party to this Agreement pursuant to the terms and conditions of this Agreement.
“Subsidiary” means any Person in which the Company, directly or indirectly through Subsidiaries or otherwise, beneficially owns more than 50% of either the equity interests in, or the voting control of, such Person.
“Tag-Along Notice” has the meaning set forth in Section 5.2(a).
“Tag-Along Portion” means, with respect to any Tagging Stockholder in any Proposed Sale that is subject to Section 5.2, a number of Shares, rounded down to the nearest whole Share, equal to (i) the total number of Shares proposed to be Transferred by the Proposed Seller in such Proposed Sale multiplied by (ii) a fraction the numerator of which is the total number of Shares held by such Tagging Stockholder immediately prior to such Transfer and the denominator of which is the total number of Shares outstanding immediately prior to such Transfer.
“Tagging Stockholder” has the meaning set forth in Section 5.2(b).
“Transfer” means, with respect to any security of the Company, to directly or indirectly sell, exchange, transfer, hypothecate, negotiate, gift, bequeath, convey in trust, pledge, mortgage, grant a security interest in, assign, encumber, or otherwise dispose of all or any portion of such security, including by recapitalization, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise; provided, however, that a pledge or grant of a security interest in Shares to secure a “bona fide” loan shall in no event be deemed a Transfer for any purpose of this Agreement so long as the Pledgee’s interest in the Shares is limited to an actual or contingent economic interest, it being understood and agreed that the pledge or grant of a security interest in Shares does not grant such Pledgee the rights of a Stockholder under this Agreement, including any right to vote, or the right to direct the vote of, the pledged Shares; provided, further, that any foreclosure, transfer in lieu of foreclosure or other enforcement of such pledge or security interest shall be deemed to constitute a Transfer hereunder and shall be subject to the rights of the Company and the Stockholders set forth in this Agreement (including but not limited to Article 4 and Article 5). “Transferred,” “Transferor” and “Transferee” shall have the correlative meanings.
“Transfer Request” has the meaning set forth in Section 4.1(d).
“Triggering Group” means (a) prior to the second anniversary of the Plan Effective Date, Stockholders beneficially owning a majority of the outstanding shares of Common Stock, and (b) thereafter, Stockholders beneficially owning not less than 35% of the outstanding shares of Common Stock.
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“Underwriter’s Maximum Number” has the meaning set forth in Section 3.1(j).
“Underwriting Agreement” has the meaning set forth in Section 3.7(a).
“Voting Shares” means (i) all shares of Common Stock beneficially owned by Non-Appointing Stockholders and (ii) all shares of Common Stock held by each Appointing Stockholder Group in excess of the minimum shares of Common Stock necessary for the Director appointment rights exercised by such Appointing Stockholder Group pursuant to Section 2.3(c)(ii).
Section 1.2 Rules of Interpretation. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) “or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; (g) any definition of or reference to any agreement, instrument, document, statute, rule or regulation herein shall be construed as referring to such agreement, instrument, document, statute, rule or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and (h) the word “extent” and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not merely mean “if.” This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such Persons. Subject to applicable law, wherever in this Agreement a Stockholder is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Stockholder is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any Subsidiary or any other Stockholder.
ARTICLE 2. CORPORATE GOVERNANCE
Section 2.1 Authority. Subject to the limitations provided in this Agreement and except as specifically contemplated by this Agreement, the Board shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action authorized by the Board shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Board as set forth in this Agreement.
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Section 2.2 Powers and Duties of the Board. Except as otherwise specifically provided herein, the Board shall have such authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.
Section 2.3 Election of Directors; Number and Composition of the Board.
(a) Generally. Each Stockholder and the Company hereby agrees to take all Necessary Action so as to (i) cause the Board to be initially constituted with seven persons, which number may be increased or reduced as provided in Section 2.3(h) and in accordance with the Bylaws, and (ii) take or cause to be taken such action as may be necessary to effectuate the provisions of this Section 2.3.
(b) Initial Board. The initial Board as of the Plan Effective Date shall consist of the Directors identified below in accordance with the terms and conditions of the Plan (collectively, the “Initial Directors”), and each Stockholder hereby consents to the election of each such Initial Director, effective as of the Plan Effective Date:
Name of Director |
Scott Galloway |
Scott Kasen |
Jason Mudrick |
John Slater |
Peter Glusker |
Joe Walsh
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(c) Subsequent Board Composition. Beginning with the first election of directors following the Plan Effective Date, each of the Stockholders shall take all Necessary Action to cause the Board to be constituted as follows:
(i) Chief Executive Officer Director. The Chief Executive Officer of the Company shall be elected as a Director.
(ii) Appointing Stockholder Group Directors. The following persons shall be elected as a Director:
(A) so long as any Appointing Stockholder Group beneficially owns Common Stock constituting at least 10%, but less than 20%, of the outstanding shares of Common Stock, one person designated by such Appointing Stockholder Group;
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(B) so long as any Appointing Stockholder Group beneficially owns Common Stock constituting at least 20%, but less than 30%, of the outstanding shares of Common Stock, two persons designated by such Appointing Stockholder Group;
(C) so long as any Appointing Stockholder Group beneficially owns Common Stock constituting at least 30%, but less than 40%, of the outstanding shares of Common Stock, three persons designated by such Appointing Stockholder Group;
(D) so long as any Appointing Stockholder Group beneficially owns Common Stock constituting at least 40%, but less than 50%, of the outstanding shares of Common Stock, three persons designated by such Appointing Stockholder Group; provided, however, that if such Appointing Stockholder Group provides written notice to the Company that such Appointing Stockholder Group elects to increase the Board to nine Directors (with additional Directors appointed pursuant to Section 2.3(c)(iv)) (the “Increased Board Election”), then (I) the Company shall provide written notice to the Stockholders of such election, (II) promptly following such election, the Company, by action of the Board, shall increase the size of the Board to nine Directors, (III) the Company shall request from the Stockholders nominations for the new vacancies so created, and (IV) effective as of the date of the increase of the size of the Board to nine Directors, four persons designated by such Appointing Stockholder Group shall be elected to the Board;
(E) so long as any Appointing Stockholder Group beneficially owns Common Stock constituting at least 50% of the outstanding shares of Common Stock, (I) five persons designated by such Appointing Stockholder Group and (II) for each additional 10% of the outstanding shares of Common Stock beneficially owned by such Appointing Stockholder Group in excess of 50%, an additional person designated by such Appointing Stockholder Group if so requested by such Appointing Stockholder Group by written notice to the Company;
provided, however, that:
(1) if the percentage ownership of Common Stock of any Stockholder Group decreases such that the number of Directors that may be designated by such Stockholder Group pursuant to this Section 2.3(c)(ii) is reduced (the amount so reduced, the “Forfeited Seats”), then such Stockholder Group shall, and, at the request of the Company, the other Stockholders shall, take all Necessary Action to cause a number of Directors appointed by such Appointing Stockholder Group equal to the Forfeited Seats to resign or be removed from the Board promptly following the Company becoming aware of such reduction, and
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(2) if the percentage ownership of Common Stock of any Stockholder Group increases such that the number of Directors that may be designated by such Stockholder Group pursuant to this Section 2.3(c)(ii) is increased (the amount so increased, the “Added Seats”), then (A) the Company shall, and, at the request of the Company, the other Stockholders shall, take all Necessary Action to elect to the Board an additional number of persons designated by such Stockholder Group equal to the Added Seats and (B) if, as a result of the election of such Directors, the number of Directors that would be elected pursuant to Section 2.3(c)(iv) would be reduced, then the Company shall, and, at the request of the Company, the other Stockholders shall, take all Necessary Action to cause such Directors no longer permitted to be designated pursuant to Section 2.3(c)(iv) to resign or be removed from the Board concurrently with the election of Directors pursuant to the foregoing clause (A).
(iii) Minority Director. Non-Appointing Stockholders holding a majority of the then outstanding Common Stock held by all Non-Appointing Stockholders shall have the right to elect one Minority Director Nominee to serve as a director of the Board.
(iv) Remaining Directors. The remaining Directors not subject to rights of designation set forth above (after taking proper account of the provisions of Section 2.3(h)), if any, shall be elected by the holders of a majority of the outstanding Voting Shares (each, a “Remaining Director”).
(d) Removal; Vacancies.
(i) Each Director shall hold office from the time of his or her appointment until his or her resignation or removal. Upon written notice to the Company, a Director may be removed (A) by a majority of the Board, at any time, with Cause and (B) with respect to a Director designated and elected pursuant to Section 2.3(c), by the Stockholders entitled to designate or elect, as applicable, such Director. Any Director may resign at any time upon written notice to the Company. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.
(ii) Vacancies on the Board shall be filled in accordance with the designation, nomination and election rights set forth in Section 2.3(c).
(e) Committees. The Company shall at all times maintain an audit committee of the Board (the “Audit Committee”) and a compensation committee of the Board (the “Compensation Committee”) unless otherwise agreed in writing by Stockholders owning a majority of the then outstanding shares of Common Stock. Each of the Company and each Stockholder shall take all Necessary Action to cause to be appointed to each of the Audit Committee and the Compensation Committee (i) the Minority Director and (ii) with respect to each Appointing Stockholder Group that designated a Director pursuant to Section 2.3(c)(ii), one Director designated by such Appointing Stockholder Group to be appointed to such committee or committees, if any.
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(f) Chairperson; Vice Chairman. The initial chairperson of the Board, chairperson of the Audit Committee of the Board, and chairperson of the Compensation Committee of the Board shall be determined by the Board promptly following the date of this Agreement. Beginning with the first election of directors following the Plan Effective Date, the chairperson of the Board, vice chairperson of the Board, chairperson of the Audit Committee of the Board and chairperson of the Compensation Committee of the Board shall be selected by the Board.
(g) Compensation. The members of the Board may receive compensation for services to the Company in their capacities as Directors in such manner and in such amounts as may be fixed from time to time by the Board; provided, that each of the following Directors shall only be entitled to compensation equal to one-half of the compensation of other similarly situated directors: (i) any Director that is an officer or employee of a member of an Appointing Stockholder Group or an Affiliate thereof, or (ii) any Director that is a consultant of a member of an Appointing Stockholder Group or an Affiliate thereof and is determined by majority vote of the Directors other than the Directors appointed by such Appointing Stockholder Group to be the equivalent of a substantially full-time employee of such member or Affiliate of such Appointing Stockholder Group notwithstanding being classified as a consultant.
(h) Board Size. The Company and, at the written request of the Company, each Stockholder, shall take all Necessary Action to cause the size of the Board to be constituted as follows:
(i) If at any time the number of persons that constitute the Board is less than the greater of (I) seven Directors, and (II) (i) two Directors (or, following an Increased Board Election, three Directors) plus (ii) the number of Directors that the Appointing Stockholder Groups have the right to appoint pursuant to Section 2.3(c)(ii) (the “Required Board Size”), then the Company, by action of the Board of Directors, shall increase the size of the Board of Directors to such number of Directors.
(ii) If at any time the number of persons that constitute the Board is both (A) greater than seven and (B) greater than the Required Board Size, then the Company, by action of the Board, shall decrease the number of persons that constitute the Board to the greater of (x) seven and (y) the Required Board Size.
(iii) If at any time Stockholders holding a majority of the outstanding shares of Common Stock provide written notice to the Company electing to increase the Board to 11 Directors, then the Company, by action of the Board, shall increase the number of persons that constitute the Board to the greater of (x) 11 and (y) the Required Board Size.
Section 2.4 Exculpation. The Company and the Stockholders agree that no Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating any individual as a Director or proposing to nominate any individual for election as a Director, solely for any act or omission by such individual in his or her capacity as a Director, nor shall any Stockholder or any Affiliate of any Stockholder have any liability as a result of voting for any such individual in accordance with the provisions of this Agreement; provided, however, that this Section 2.4 shall not exculpate any Stockholder for any action taken or omitted to be taken by such Stockholder that is a breach or violation of this Agreement.
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Section 2.5 Further Assurances. Each Stockholder hereby agrees to be present and to vote, in person or by proxy, all of its shares of Common Stock, at any annual or special meeting of Stockholders or by the written consent of Stockholders in lieu of a meeting, and take all other Necessary Action (a) to effect the provisions of Section 2.3, including causing the election of Directors designated in accordance therewith and, as applicable, the removal of Directors, the filling of Board vacancies and changes in the size of the Board, in each case in accordance with Section 2.3, (b) against any matter that is presented to Stockholders for a vote or consent that is inconsistent with the express terms of this Agreement, and (c) to ensure that the Organizational Documents do not at any time conflict with the provisions of this Agreement. Notwithstanding the fact that the DGCL, the Certificate of Incorporation or Bylaws may provide for the right of a stockholder of the Company to take such action, no Stockholder shall take any action with respect to the nomination or election of Directors (including the calling of a special meeting of Stockholders or executing any written consent in lieu of a special meeting of Stockholders) if such action is in violation of or inconsistent with any of the terms of this Article 2.
Section 2.6 Management Incentive Plan. The initial grants to the senior executive officers of the Company pursuant to the Management Incentive Plan shall be subject to the approval of the Board, which approval must include the approval of the Minority Director, and the Company shall not make such initial grants prior to obtaining such requisite approval.
Section 2.7 Stockholder Consent. Notwithstanding anything herein to the contrary and without limiting the DGCL, the Company shall not, without first obtaining the affirmative vote or written consent of Stockholders holding not less than 66⅔% of the then outstanding Common Stock, declare or pay any dividend or make any other distribution.
Section 2.8 Transactions with Affiliates. Other than transactions expressly contemplated by this Agreement, the Company shall not enter into any agreement or transaction between the Company or any Subsidiary, on the one hand, and any member of an Appointing Stockholder Group or any Affiliate thereof, on the other, without the prior approval of a majority of the disinterested members of the Board.
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ARTICLE 3. REGISTRATION RIGHTS
Section 3.1 Demand Registration.
(a) Requests for Registration. Subject to Section 3.1(b) and the other terms of this Article 3, any 5% Stockholder shall have the right to, in each case, pursuant to Section 3.1(c) or Section 3.1(d), request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of the Registrable Securities beneficially owned by such 5% Stockholder by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten Business Days from the date of receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Article 3, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within 90 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Demand. Subject to Section 3.1(j), the Company may include in such Registration Statement such number of shares of Common Stock or other securities of the Company (collectively, “Company Securities”) as the Company proposes to offer and sell for its own account or the account of any other Person.
(b) Limitation on Demand Registration. Notwithstanding anything to the contrary in this Section 3.1, no 5% Stockholder may make a Registration Demand until the earliest to occur of (i) the Exchange Act Reporting Date (other than the occurrence of the Exchange Act Reporting Date due to the Company’s initial Public Offering of shares of Common Stock), (ii) the six-month anniversary of the Company’s initial Public Offering of shares of Common Stock and (iii) the date on which the Board approves the making of a Registration Demand pursuant to this Section 3.1.
(c) Form S-1 Registration. Subject to the terms and conditions of this Article 3, any 5% Stockholder, shall have the right to submit a Registration Demand to effect the registration on Form S-1 (or any successor form) of all or any portion of the Registrable Securities held by such Stockholders; provided, that the Stockholders, shall, collectively, be limited to three such Registration Demands. Any registration pursuant to such a Registration Demand may, if so requested in the underlying Registration Demand, be a “shelf” registration for an offering of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC).
(d) Registration; Shelf Registration. Subject to the terms and conditions of this Article 3, at any time that the Company is eligible to use Form S-3 (or any successor form) for the registration of Registrable Securities for resale, each 5% Stockholder shall have the right, subject to the terms and conditions of this Article 3, to submit a Registration Demand to effect the registration on Form S-3 (or any successor form) of the Registrable Securities held by such Stockholder. Any registration pursuant to such a Registration Demand may, if so requested in the underlying Registration Demand, be a “shelf” registration for an offering of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC). Subject to paragraph (f), the number of Registration Demands that may be made pursuant to this paragraph is unlimited.
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(e) Delay for Disadvantageous Condition. If, in connection with any registration requested or ongoing pursuant to a Registration Demand, the Company provides a certificate to the Requesting Holders, signed by the President or Chief Executive Officer of the Company and stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its Stockholders for such Registration Statement either to become effective or to remain effective for as long as such Registration Statement otherwise would be required to remain effective, or if the Company is prohibited by the terms of any applicable underwriting or securities purchase agreement, then the Company shall have the right to defer taking action with respect to such Registration Statement and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that (i) the aggregate number of days in all such delay periods in any period of 12 consecutive months shall not exceed 135 days and (ii) at least 30 days shall elapse between the termination of any delay period and the commencement of the immediately succeeding delay period.
(f) Limitation on Successive Registrations and Underwritten Offerings. The Company shall not be required to effect a registration of Registrable Securities pursuant to Section 3.1(c) or Section 3.1(d) for a period of 90 days immediately following the effective date of any Registration Statement filed pursuant to this Section 3.1 and in no event shall the Company be required to file more than three Registration Statements pursuant to Section 3.1(d) during any 12 month period. Without limiting the foregoing, in addition, in no event shall the Company have the obligation to effect more than three underwritten offerings pursuant to this Section 3.1.
(g) Demand Withdrawal. With respect to any registration requested pursuant to this Section 3.1, (i) the Initial Requesting Holder who submitted the underlying Registration Demand may withdraw such Registration Demand and (ii) any Requesting Holder may withdraw its Registrable Securities from such registration, in either case by providing written notice to the Company at any time (x) in the case of an underwritten offering, prior to the filing of the preliminary prospectus pursuant to such registration, and (y) in the case of non-underwritten offering, prior to the effective date of the Registration Statement relating to such Registration Demand. If all of the Registrable Securities to be included in the registration pursuant to any Registration Demand are so withdrawn, then such Registration Demand shall be deemed withdrawn. In the event of any such actual or deemed withdrawal of a Registration Demand, the Company shall cease all efforts to effect the registration of the Registrable Securities requested to be included in such registration, without liability to any Requesting Holder. Such registration will be deemed to have been effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless (A) each Requesting Holder who has withdrawn its Registration Demand or has withdrawn all of its Registrable Securities from such registration has paid (or reimbursed the Company for), pursuant to Section 3.5, its pro rata share (based on a fraction, the numerator of which is the number of Registrable Securities that such Requesting Holder asked to be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, collectively, requested to be included in such withdrawn registration) of the Registration Expenses incurred by the Company in connection with such withdrawn registration; provided, that if any revocation was based on the Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement of Registration Expenses shall not be required or (B) the withdrawal is made following the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Initial Requesting Holder after the date of the applicable Registration Demand, or (C) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of any misrepresentation or omission by any Requesting Holder(s), the Responsible Requesting Holder(s) shall be solely responsible for paying (or reimbursing the Company for) all of the Registration Expenses to be paid or reimbursed to the Company pursuant to Section 3.5.
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(h) Effective Registration. Notwithstanding anything to the contrary in this Agreement, except to the extent expressly set forth in Section 3.1(g), a Registration Statement filed pursuant to this Section 3.1 shall not be deemed to have been requested or effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless it has been declared effective by the SEC and shall have remained effective for 180 days (excluding any periods of time during which such Registration Statement is tolled or suspended pursuant to Section 3.1(e) or Section 3.6(c)) or such shorter period as may be required to sell all Registrable Securities included in such Registration Statement; provided, that in the case of any registration of Registrable Securities that are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold. In no event shall a registration be deemed to have been effected if (i) after the Registration Statement has been declared effective by the SEC, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, for any reason other than a misrepresentation or an omission by any Requesting Holder and, as a result thereof, the Registrable Securities requested to be registered therein cannot be completely distributed in accordance with the plan of distribution set forth in such Registration Statement or (ii) the conditions to closing the sale of Registrable Securities specified in any purchase agreement or Underwriting Agreement, which agreement was entered into in connection with such registration for the purpose of distributing Registrable Securities in accordance with the plan of distribution set forth in the applicable Registration Statement, are not satisfied or waived other than solely by reason of some act or omission by any Requesting Holder.
(i) Selection of Underwriters. Subject to Section 3.1(f), any registration of Registrable Securities pursuant to this Section 3.1 may, if so requested in the underlying Registration Demand, be effected as an underwritten offering, and in such event the Company shall have the right to select the managing underwriter or underwriters for the offering; provided, that such underwriter or underwriters shall be reasonably acceptable to the Requesting Holder(s).
(j) Priority. If a registration under this Section 3.1 involves an underwritten offering and the managing underwriter(s) in its good faith judgment advises the Company that the number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering in the following order of priority:
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(i) First, the Company shall be obligated and required to include in the Registration Statement the number of Registrable Securities that the Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated among all such Requesting Holders in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence.
(ii) Second, the Company shall be entitled to include in such Registration Statement such number of Company Securities as the Company proposes to offer and sell for its own account or the account of any other Person to the full extent of the remaining portion of the Underwriter’s Maximum Number.
Section 3.2 Approved Public Offering.
(a) At any time with respect to which the Board shall have approved the pursuit of such an offering pursuant to this Section 3.2, the Triggering Group may deliver a notice to the Company (the “Requested Approved Public Offering Notice”) of the Triggering Group’s intention to sell shares of Common Stock in a Public Offering and require, pursuant to this Section 3.2, that each Stockholder be required to sell Shares in such Public Offering (an “Approved Public Offering”). The Requested Approved Public Offering Notice shall identify the maximum number of shares of Common Stock required to be sold in such Approved Public Offering by each Stockholder (the “Secondary Offering Shares”), which maximum amount shall not exceed 15% of the shares of Common Stock held by each Stockholder and required to be sold (inclusive of shares subject to a customary overallotment option granted to the underwriters), subject to Section 3.2(c) and subject to any adjustment to be implemented pursuant to Section 3.2(h), which adjustment of such Secondary Offering Shares shall not increase such percentage above 15% (in each case, inclusive of shares subject to a customary over-allotment option granted to the underwriters) (the percentage represented by such the maximum number of shares, the “Approved Public Offering Percentage”).
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(b) If the Triggering Group delivers the Requested Approved Public Offering Notice, each Stockholder, including, the members of the Triggering Group, but expressly excluding any employee of the Company who is employed by the Company on the date of the Requested Approved Public Offering Notice (each such Stockholder, an “Approved Public Offering Holder”) shall (A) sell in the Approved Public Offering shares of Common Stock equal to (subject to increase or reduction as provided in Section 3.2(c) and subject to exercise of the over-allotment option) (i) the Approved Public Offering Percentage multiplied by (ii) the number of shares of Common Stock held by such Approved Public Offering Holder, in each case at the price determined pursuant to Section 3.2(i) and in accordance with other provisions of this Section 3.2; and (B) otherwise take all other actions reasonably necessary or desirable to consummate the Approved Public Offering; provided, that this clause (B) shall not obligate any Approved Public Offering Holder to enter into any lockup or restriction on Transfers other than as specifically provided in this Agreement or incur costs or liabilities other than as specifically provided in this Agreement. The Company shall provide notice of an Approved Public Offering to each Approved Public Offering Holder (an “Approved Public Offering Notice”) not later than ten Business Days prior to the scheduled launch of marketing of the proposed Approved Public Offering. The Approved Public Offering Notice shall (i) identify the Approved Public Offering Percentage, (ii) notify the Approved Public Offering Holders (x) of any Required Information that such Approved Public Offering Holder is required to provide in connection with the Approved Public Offering and (y) that, subject to Section 3.2(c), each Approved Public Offering Holder shall participate in the Approved Public Offering by selling a percentage of the shares of Common Stock held by such Approved Public Offering Holder that is (i) equal to the Approved Public Offering Percentage plus an additional number that is greater than the Approved Public Offering Percentage as may be designated by such Approved Public Offering Holder in its sole discretion (any such shares of Common Stock designated pursuant to this clause (i) as being in addition to the Approved Public Offering Percentage, “Incremental Shares”), (ii) equal to the Approved Public Offering Percentage without any reduction to such sales resulting from sales by other Approved Public Offering Holders or (iii) equal to the Diluted Approved Public Offering Percentage, in each case at the same price as the price in the Approved Public Offering. Each Approved Public Offering Holder shall be required to participate in the Approved Public Offering on the terms and conditions set forth in the Approved Public Offering Notice.
(c) Each Approved Public Offering Holder shall provide notice to the Company (a “Approved Public Offering Holder Notice”) not later than seven Business Days after receipt of the Approved Public Offering Notice, which notice shall specify one (but only one) of the following three options with respect to the Approved Public Offering: (x) such Approved Public Offering Holder desires to sell the Approved Public Offering Percentage and a greater fixed percentage of its shares of Common Stock above the Approved Public Offering Percentage (i.e., Incremental Shares) (and specify the percentage desired to be sold), (y) such Approved Public Offering Holder desires to sell the Approved Public Offering Percentage of its shares of Common Stock without any reduction to such sales resulting from sales by other Approved Public Offering Holders or (z) such Approved Public Offering Holder is willing to have the shares of Common Stock sold by it reduced (down to zero, if applicable) by the sales of Incremental Shares being sold in the Public Offering (such Registrable Securities, the “APO Shares”). The shares of Common Stock to be sold in the Approved Public Offering shall be sold as follows: (i) first, all of the shares of Common Stock requested to be sold pursuant to clause (y) of the preceding sentence and the Approved Public Offering Percentage of the shares of Common Stock held by Stockholders that elected to sell Incremental Shares pursuant to clause (x) of the preceding sentence; (ii) second, all of the Incremental Shares requested to be sold pursuant to the Approved Public Offering Holder Notices in excess of those to be sold pursuant to clause (i); and (iii) third, the percentage of shares of Common Stock to be sold by the remaining Approved Public Offering Holders (such percentage, the “Diluted Approved Public Offering Percentage”), which shall be determined by deducting the number of the shares of Common Stock to be sold pursuant to clauses (i) and (ii) above from the Approved Public Offering Sale Amount, applying such reduction pro rata to the Approved Public Offering Percentage for the shares of Common Stock of the remaining Approved Public Offering Holders subject to the Approved Public Offering Notice and then selling the shares of Common Stock (if any) subject to such Diluted Approved Public Offering Percentage. If an Approved Public Offering Holder fails to timely deliver an Approved Public Offering Holder Notice, such Approved Public Offering Holder shall be deemed to have requested to sell shares of Common Stock pursuant to clause (y) of the first sentence of this paragraph and be obligated to sell the percentage of such Stockholder’s shares of Common Stock pursuant to the Approved Public Offering as calculated pursuant to this paragraph (c).
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(d) If the managing underwriters for such Approved Public Offering advise the Company and the Approved Public Offering Holders that the number of shares of Common Stock and, if permitted hereunder, other securities requested to be included in such Approved Public Offering exceeds the number of shares of Common Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range required pursuant to this Section 3.2, the Company shall include in such Approved Public Offering the number of shares of Common Stock which can be so sold in the following order of priority: (i) first, the shares of Common Stock requested to be included in such Approved Public Offering in clause (y) of the first sentence of Section 3.2(c) and the Approved Public Offering Percentage of the Registrable Securities held by Stockholders that elected to sell Incremental Shares pursuant to clause (x) of the first sentence of Section 3.2(c), (ii) second, the Incremental Shares requested to be included in such Approved Public Offering in clause (x) of the first sentence of Section 3.2(c), pro rata among the respective Approved Public Offering Holders of such Incremental Shares on the basis of the number of shares of Common Stock requested to be included therein by each such Approved Public Offering Holder, (iii) third, the securities the Company proposes to sell, if any, and (iv) fourth, the shares of Common Stock requested to be included in such Approved Public Offering in clause (z) of the first sentence of Section 3.2(c), pro rata among the respective Approved Public Offering Holders of such Registrable Securities on the basis of the number of shares of Common Stock requested to be included therein by each such Approved Public Offering Holder.
(e) Each Approved Public Offering Holder shall deliver, within three Business Days after receipt of the Approved Public Offering Notice, the Required Information with respect to such Approved Public Offering Holder.
(f) If (i) within three Business Days of being notified of the proposed offering price range for shares of Common Stock (as set forth in any preliminary prospectus for the Approved Public Offering) in the Approved Public Offering one or more members of the Triggering Group notify the Company in writing that the proposed offering price range is not acceptable and (ii) the remaining members of the Triggering Group would no longer constitute a Triggering Group with the absence of such objecting members, then the Company shall return to each of the Approved Public Offering Holders the limited power-of-attorney and all certificates, if any, that such Approved Public Offering Holders have delivered for transfer pursuant hereto, together with any other documents in the possession of the Company executed by the Approved Public Offering Holders in connection with the proposed Approved Public Offering. Subject to compliance with the immediately preceding sentence, neither the Company (or its managers or officers) nor any Requesting Holder shall have any liability to any Stockholder if an Approved Public Offering or a Public Offering is not consummated for any reason.
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(g) The provisions of this Section 3.2 shall not be deemed to impose any restrictions on transfer until the date that is seven days prior to the pricing of the proposed Approved Public Offering and any such restrictions shall terminate if the Approved Public Offering is not consummated or is abandoned pursuant to paragraph (f).
(h) In the event that an over-allotment option is granted to the underwriters of an Approved Public Offering and such over-allotment option expires and has not been exercised in full in accordance with its terms or less than all the APO Shares or Incremental Shares are sold in a Public Offering as a result of Section 3.2(c), the Company shall be obligated to promptly return to each of the Approved Public Offering Holders all certificates, if any, representing such shares of Common Stock and any applicable transfer instruments in respect thereof that such Approved Public Offering Holders have delivered for transfer pursuant hereto with respect to the portion of such Approved Public Offering Holder’s APO Shares or Incremental Shares that remain unsold as a result thereof.
(i) Each of (i) the sale price for the shares of Common Stock to be offered in connection with the Public Offering implemented pursuant to the Approved Public Offering, (ii) the selection of investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks) and (iii) any revision to the Approved Public Offering Percentage from the amount specified in the Requested Approved Public Offering Notice, which revision may not cause the Approved Public Offering Percentage to exceed 15% of the Common Stock held by each Approved Public Offering Holder (inclusive of shares subject to a customary overallotment option granted to the underwriters), shall be determined by the Board.
Section 3.3 Piggyback Registration.
(a) Notice of Registrations. In the event that the Company proposes to file a Registration Statement with respect to Company Securities (other than a Registration Statement (i) filed in connection with the Company’s initial Public Offering, (ii) filed pursuant to Section 3.1 or Section 3.2, or (iii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates), whether or not for sale for its own account, the Company shall provide each Stockholder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least 30 days prior to filing such Registration Statement. Any Stockholder may elect to include Registrable Securities beneficially owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Company within 15 days after the date of such Piggyback Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement, and the intended method of disposition thereof. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stockholders have requested, pursuant to timely submitted Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.
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(b) Withdrawal of Registration. If, at any time after the Company provides a Piggyback Registration Notice and prior to the effective date of any Registration Statement filed in connection therewith, the Company shall determine for any reason not to register the Company Securities to which such Piggyback Registration Notice relates, the Company may, in its sole discretion, give the Requesting Holders written notice of such determination and thereupon shall be relieved of its obligation to register any Registrable Securities that the Requesting Holders requested to be registered pursuant to a Piggyback Registration Request delivered in response to such Piggyback Registration Notice. Each Stockholder shall be permitted to withdraw all or any portion of the Registrable Securities of such Stockholder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.
(c) Priority. If a registration under this Section 3.3 involves an underwritten offering and the managing underwriter(s) in its good faith judgment advises the Company that the number of Registrable Securities requested to be included in the Registration Statement by the Requesting Holders exceeds the Underwriter’s Maximum Number, the Company shall be required to include in such Registration Statement only such number of securities as is equal to the Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering in the following order of priority:
(i) First, the Company shall be entitled to include in such Registration Statement the Company Securities that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number.
(ii) Second, the Company shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Requesting Holders have, collectively, requested to be included in such offering, to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, that if such number of Registrable Securities exceeds the remaining portion of the Underwriter’s Maximum Number, the Registrable Securities to be included in such offering shall be allocated among all of the Requesting Holders, in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence.
(iii) Third, the Company shall be entitled to include in such Registration Statement that number of Company Securities that the Company proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter’s Maximum Number.
(d) Not a Demand Registration. No registration of Registrable Securities effected under this Section 3.3 shall relieve the Company of its obligation to effect any registration of Registrable Securities pursuant to Section 3.1 or 3.2.
Section 3.4 Certain Information. In connection with any request for registration pursuant to Section 3.1, Section 3.2, or Section 3.3, each Selling Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such Registrable Securities as the Company shall reasonably request, to the extent required to complete the filing of such Registration Statement in accordance with applicable law (including the Securities Act and any state securities or “blue sky” laws).
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Section 3.5 Expenses. Except as expressly provided otherwise in this Agreement, if the Company is required to effect the registration of any Registrable Securities pursuant to Section 3.1, Section 3.2 or Section 3.3, the Company shall pay all Registration Expenses with respect to such registration; provided, that each Selling Holder shall bear its pro rata share, on the basis of the number of Registrable Securities or shares of Common Stock, as applicable, sold in such registration, of all underwriting discounts, selling commissions and stock transfer taxes, and each such Selling Holder shall be responsible for any fees and expenses of any persons retained by such Selling Holder. Notwithstanding the foregoing, in the event that any registration of Registrable Securities or shares of Common Stock, as applicable, requested pursuant to Section 3.1 is withdrawn or deemed withdrawn pursuant to Section 3.1(g) and the Initial Requesting Holder(s) elects not to have such withdrawn registration counted as a registration under Section 3.1, the Initial Requesting Holder(s) and each Requesting Holder withdrawing all of its Registrable Securities or shares of Common Stock, as applicable, shall pay (or reimburse the Company for) its pro rata share (in proportion to the number of Registrable Securities or shares of Common Stock, as applicable, that it asked to be included in such withdrawn registration) of the Registration Expenses incurred by the Company with respect to such withdrawn registration. The immediately preceding sentence shall not apply if such registration is withdrawn (i) as a result of information concerning the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Requesting Holders after the date on which such registration was requested, (ii) if the revocation of such Selling Holder’s request for registration is based on the Company’s failure to comply in any material respect with its obligations hereunder or (iii) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of any misrepresentation or omission by any Requesting Holder(s), such Requesting Holder(s) (each, a “Responsible Requesting Holder”) shall be solely responsible for paying (or reimbursing the Company for) all of the Registration Expenses incurred by the Company with respect to such withdrawn registration; provided, further, that if more than one Responsible Requesting Holder is responsible for such payment or reimbursement of Registration Expenses, then each such Responsible Requesting Holder shall be responsible for its pro rata share of such Registration Expenses (for each Responsible Requesting Holder based on a fraction, the numerator of which is the number of Registrable Securities or shares of Common Stock, as applicable, that such Responsible Requesting Holder asked to be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities or shares of Common Stock, as applicable, that all Responsible Requesting Holder, collectively, asked to be included in such withdrawn registration).
Section 3.6 Registration and Qualification.
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(a) In the event that the Company is required to effect the registration of any Registrable Securities or shares of Common Stock, as applicable, pursuant to this Article 3, the Company shall:
(i) use its reasonable best efforts to, as promptly as practicable, prepare, file and cause to become effective and remain effective a Registration Statement relating to such Registrable Securities or shares of Common Stock, as applicable;
(ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement for such Registrable Securities or shares of Common Stock, as applicable, and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all such Registrable Securities or shares of Common Stock, as applicable, until such time as all of such Registrable Securities or shares of Common Stock, as applicable, have been disposed of; provided, that the Company shall, as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish to each Selling Holder, for their review, copies of such Registration Statement or prospectus (or amendment or supplement) as proposed to be filed (including, upon the request of such Selling Holder, documents to be incorporated by reference therein); provided, further, that each Selling Holder may request reasonable changes to such Registration Statement, prospectus, amendment or supplement (as the case may be) and the Company shall be required to comply therewith to the extent necessary to lawfully complete such filing or maintain the effectiveness of such Registration Statement;
(iii) furnish to each Selling Holder and each underwriter of such Registrable Securities or shares of Common Stock, as applicable, such number of conformed copies of such Registration Statement and each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents as are incorporated by reference in such Registration Statement or prospectus (including any amendments or supplements thereto), and such other documents as such Selling Holder or underwriter may reasonably request;
(iv) promptly notify each Selling Holder in writing of the effectiveness of the Registration Statement and of any stop order issued or threatened by the SEC with respect thereto, use its reasonable best efforts to prevent the entry of any such stop order that is threatened and promptly remove any such stop order that has been entered, and promptly notify each Selling Holder of such lifting or withdrawal of any such stop order;
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(v) use its reasonable best efforts to (x) register or qualify all Registrable Securities or shares of Common Stock, as applicable, covered by such Registration Statement under the securities or blue sky laws of such jurisdictions as may be requested by any Selling Holder or underwriter of such Registrable Securities or shares of Common Stock, as applicable, and promptly notify the Selling Holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities or shares of Common Stock, as applicable, for sale or offer in any such jurisdiction and (y) obtain all appropriate registrations, permits and consents in connection with such registrations and qualifications, and do any and all other acts and things (including using reasonable best efforts to promptly remove any such suspension) necessary or advisable to enable the Selling Holders and underwriters to consummate the disposition of such Registrable Securities or shares of Common Stock, as applicable, in such jurisdictions; provided, that the Company shall not be required to qualify to do business as a foreign corporation in any such jurisdiction where it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Organizational Documents;
(vi) in an underwritten offering, use its reasonable best efforts to furnish to each underwriter of such Registrable Securities or shares of Common Stock, as applicable, (x) an opinion of counsel to the Company addressed to each such underwriter and dated the date of the closing under the Underwriting Agreement and (y) “cold comfort” letters dated the effective date of the Registration Statement (and brought down to the date of closing under the Underwriting Agreement) addressed to each underwriter and signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, in each such case covering substantially the same matters as are customarily covered in such opinions and cold comfort letters in connection with underwritten public offerings of securities;
(vii) if requested by the managing underwriter, use its reasonable best efforts to list all such Registrable Securities or shares of Common Stock, as applicable, covered by such registration on each national securities exchange on which shares of Common Stock are then listed;
(viii) furnish for delivery in connection with the closing of the registered offering of such Registrable Securities or shares of Common Stock, as applicable, unlegended certificates representing ownership of such Registrable Securities or shares of Common Stock, as applicable, in such denominations as shall be requested by the Selling Holders or the underwriters (if any) for such Registrable Securities or shares of Common Stock, as applicable;
(ix) not later than the effective date of the applicable Registration Statement, (x) retain a transfer agent and registrar (if the Company does not already have one), (y) obtain a CUSIP number for all Registrable Securities or shares of Common Stock, as applicable, included in such Registration Statement and (z) provide the applicable transfer agent with printed certificates for the Registrable Securities or shares of Common Stock, as applicable, which are in a form eligible for deposit with The Depository Trust Company or other applicable clearing agency;
(x) in the case of an underwritten offering of such Registrable Securities or shares of Common Stock, as applicable, cause its senior executive officers to participate in such customary “road show” presentations as may be reasonably requested by the managing underwriter, and to otherwise facilitate, cooperate with, and participate in each proposed offering of Registrable Securities or shares of Common Stock, as applicable, pursuant to this Article 3 and customary selling efforts related thereto; and
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(xi) otherwise use its reasonable best efforts to comply with all applicable securities laws, including the Securities Act, the Exchange Act, and state securities and “blue sky” laws.
(b) In the event that the Company delivers a prospectus covering Registrable Securities or shares of Common Stock, as applicable, to the Selling Holders and such prospectus is subsequently amended to comply with the requirements of the Securities Act, the Company shall promptly notify each Selling Holder and may, in its discretion, request that the Selling Holders cease making offers of Registrable Securities or shares of Common Stock, as applicable, and return to the Company all prospectuses in their possession. In the event that the Company makes such a request each Selling Holder shall immediately cease making such offers and shall promptly return all such prospectuses. The Company shall promptly provide the Selling Holders with revised prospectuses and each Selling Holder shall be free, following its receipt of such revised prospectuses, to resume making offers of the Registrable Securities or shares of Common Stock, as applicable.
(c) In the event that the Company determines, in its sole discretion, that it is advisable to suspend use of a prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall direct the Selling Holders to discontinue sales of Registrable Securities or shares of Common Stock, as applicable, pursuant to such prospectus, and each Selling Holder shall immediately so discontinue, until such Selling Holder has received copies of a supplemented or amended prospectus or until such Selling Holder is advised in writing by the Company that the then-current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. The Company shall promptly furnish to each Selling Holder copies of any such supplemented or amended prospectuses or additional or supplemental filings, as the case may be. Notwithstanding anything to the contrary in this Agreement, the Company shall not exercise its rights under this Section 3.6(c) to suspend sales of Registrable Securities or shares of Common Stock, as applicable, for a period in excess of 135 days during any period of 365 consecutive days.
Section 3.7 Underwriting; Due Diligence. In the event of an underwritten offering of Registrable Securities pursuant to a registration requested under this Article 3, the Company shall, if requested by the underwriters for such offering, enter into an underwriting agreement with such underwriters (an “Underwriting Agreement”). Any such Underwriting Agreement shall contain such representations, warranties and covenants by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, and shall include indemnification and contribution provisions substantially to the effect and extent of those set forth in Section 3.8, and agreements as to the provision of opinions of counsel and accountants’ letters substantially to the effect and extent of those set forth in Section 3.6(a)(vi). The Selling Holders on whose behalf such Registrable Securities are to be distributed by the underwriters shall enter into such Underwriting Agreement, which shall also contain such representations, warranties and indemnities by the Selling Holders as are customarily provided by selling stockholders in underwriting agreements with respect to secondary distributions. With respect to any Underwriting Agreement: (i) all of the conditions precedent to the obligations of the underwriters thereunder shall be conditions precedent to the obligations of the Selling Holders and (ii) no Selling Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters, other than customary representations, warranties or agreements generally made by selling stockholders in similar offerings.
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Section 3.8 Indemnification and Contribution.
(a) The Company’s Indemnification Obligations. To the fullest extent permitted by law, the Company agrees to indemnify and hold harmless each Selling Holder, its Affiliates, and their respective directors, officers, members, managers, partners, employees, stockholders, agents, advisors, investment managers and any Person who “controls” such Selling Holder (within the meaning of Section 15 of the Securities Act), from and against any and all losses, claims, damages and liabilities, including any legal or other costs, fees and expenses reasonably incurred in connection with defending or investigating any such action or claim (collectively, “Losses”) insofar as such Losses are caused by (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or amendment thereto, any free writing prospectus, any preliminary prospectus or prospectus (as amended or supplemented) relating to the Registrable Securities, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with such registration, except insofar as such Losses (x) relate to a transaction or sale made by a Selling Holder in violation of Section 3.6(c) or (y) are caused by any such untrue statement or omission or alleged untrue statement or omission that is based upon and in conformity with information relating to a Selling Holder which is furnished to the Company in writing by such Selling Holder expressly for use therein; provided, that clause (y) shall not apply to the extent that the Selling Holder has furnished in writing to the Company prior to the filing of such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement information expressly for use in such document which information corrected or made not misleading the information previously furnished to the Company by such Selling Holder, and the Company failed to include such information therein.
(b) To the fullest extent permitted by law, each Selling Holder agrees to indemnify and hold harmless the Company, all Affiliates of the Company, each of their respective directors, officers, members, managers, partners, employees, stockholders, agents and advisors and each Person, if any, who “controls” (within the meaning of Section 15 of the Securities Act) the Company, from and against any and all Losses insofar as such Losses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or amendment thereto, any free writing prospectus, preliminary prospectus or prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for use in such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendments or supplement; provided, that such Selling Holder shall not be liable in any such case to the extent that it has furnished in writing to the Company prior to the filing of any such Registration Statement, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement information expressly for use in such document which information corrected or made not misleading the information previously furnished to the Company by such Selling Holder, and the Company failed to include such information therein. Notwithstanding anything to the contrary in this Section 3.8, each Selling Holder’s indemnification obligations under this paragraph are several, and not joint and several, and shall not exceed, with respect to any given registration of Registrable Securities pursuant to this Article 3, the amount of net proceeds received by such Selling Holder in connection with the offering of its Registrable Securities under such registration.
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(c) Each party that is entitled to indemnification under paragraph (a) or (b) of this Section 3.8 shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party, and shall assume the payment of all fees and expenses; provided, that the failure of any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such failure to notify. In any such action, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the fees and expenses of such counsel shall be at the sole expense of the indemnifying party; provided, that in the event that the Company, as indemnifying party, is required to pay expenses of separate legal counsel for any one or more Selling Holders as indemnified party, a single counsel shall be designated in writing to the Company by the Selling Holder with the largest number of Registrable Securities included in such registration. All such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent, or if there be a final judgment for the plaintiff, the indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened claim or action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding and imposes no obligations on such indemnified party other than the payment of monetary damages (which damages will be paid by the indemnifying party hereunder).
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(d) If the indemnification provided for in this Section 3.8 shall for any reason be unavailable (other than in accordance with its terms) to an indemnified party in respect of any Loss referred to therein, then the indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything to the contrary in this paragraph, no indemnifying party (other than the Company) shall be required to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Loss relates exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties to this Agreement agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 3.8(c). No Person who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) that results in a Loss shall be entitled to contribution with respect to such Loss from any Person who is not guilty of such fraudulent misrepresentation.
(e) Indemnification and contribution similar to that specified in the preceding paragraphs of this Section 3.8 (with appropriate modifications) shall be given by the Company, the Selling Holders and the underwriters with respect to any required registration or other qualification of Registrable Securities under any state law or regulation or governmental authority.
(f) The obligations of the parties under this Section 3.8 shall be in addition to any liability which any party may otherwise have to any other party. If indemnification is available under this Section 3.8, the indemnifying parties shall indemnify each indemnified party to the fullest extent permitted by applicable law and as provided in paragraphs (a) and (b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.
(g) The rights and obligations of the Company and the Selling Holders under this Section 3.8 shall survive the termination of this Agreement.
Section 3.9 Rule 144 Information. The Company hereby covenants and agrees that as soon as practicable after the first issuance of Company Securities in a Public Offering, it shall (a) file such periodic reports as it is required to file under the Exchange Act or if the Company is not required to file such reports, it shall, upon the reasonable request of any Stockholder, use commercially reasonable efforts to make publicly available such information as is necessary to permit such Stockholder to sell Registrable Securities pursuant to Rule 144 and (b) use commercially reasonable efforts to take such further action as any Stockholder may reasonably request, to the extent such action is necessary to permit such Stockholder to sell Registrable Securities pursuant to Rule 144.
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Section 3.10 Transfer of Registration Rights. A Stockholder may Transfer all or any portion of its registration rights under this Article 3 with respect to any of its Registrable Securities in connection with any Transfer of such Registrable Securities that fully complies with the terms and conditions of this Agreement. Any other purported direct or indirect Transfer of such registration rights by any Stockholder shall be null and void and of no force or effect.
Section 3.11 Grant of Additional Registration Rights. Except for the registration rights granted pursuant to this Article 3, the Company shall not grant any registration rights with respect to shares of Common Stock to any other Person without the prior written consent of Stockholders holding a majority of the then outstanding Common Stock unless such registration rights so granted do not materially affect the rights of the Stockholders under this Agreement with respect to their priority in any Public Offering.
Section 3.12 Holdback Agreement. The Company and each Stockholder that holds greater than 5% of the Common Stock (whether or not such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1, Section 3.2 or Section 3.3) agree, if requested (pursuant to a timely written notice) by the lead or managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Registrable Securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and shall not be longer than 180 days in the case of the Company’s first Public Offering and 90 days in the case of any other Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no Stockholder that holds greater than 5% of the Common Stock shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all Stockholders that holds greater than 5% of the Common Stock and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company. No waiver of any such restrictions shall be effective with respect to any Stockholder unless such waiver applies uniformly to all such Stockholders. Notwithstanding anything contained in this Section 3.12, all obligations of the Stockholders under this Section 3.12 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole or in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other Person who has been granted registration rights by the Company, unless such termination, release or waiver also applies proportionally (based on their respective ownership of Registrable Securities relative to the number of Registrable Securities held by such executive officer or other Person) to each Stockholder.
Section 3.13 Termination. All of the Company’s obligations to register Registrable Securities under Sections 3.1 and 3.3 shall terminate on the date on which the Stockholders cease to beneficially own any Registrable Securities.
ARTICLE 4. TRANSFERS OF SHARES
Section 4.1 Restrictions on Transfers.
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(a) Transferability. Each Stockholder hereby agrees that it shall not in any way, directly or indirectly, Transfer all or any portion of its Shares, except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, any applicable restrictive legends and the terms and conditions of this Agreement, including this Article 4 and, to the extent applicable, Article 5. Any Transfer of Shares not expressly permitted herein shall be null and void and of no force or effect, and the Company shall not recognize any such attempted Transfer in its books and records and the purported Transferee or successor by operation of law shall not be deemed to be a Stockholder or a holder of Shares or Common Stock for any purpose, and shall not be entitled to any of the rights of ownership with respect to such Shares, including the right to vote such Shares or to receive a certificate for such Shares or to receive any dividends or other distributions on or with respect to such Shares.
(b) Transfers to Affiliates. Any Stockholder may Transfer all or any portion of its Shares at any time to an Affiliate, Family Member, Family Trust or Personal Representative of such Stockholder; provided, that (i) the Transfer complies with the Securities Act and all applicable state securities and “blue sky” laws and (ii) the Transferor submits, pursuant to Section 4.1(d), a Transfer Request for such Transfer that is approved by the Company. Any Transfer that is made in accordance with this paragraph shall not be subject to any of the provisions of Article 5.
(c) Transfers to Persons other than Affiliates. Any Stockholder may Transfer all or any portion of its Shares at any time to one or more of the Stockholders or to any other Person that are determined to be an Accredited Investor; provided, that (i) the Board determines the Transferee is not a Competitor, or, in the case that the Board has determined the Transferee is a Competitor, the Board approves of such Transfer, (ii) the Transfer complies with the Securities Act, any applicable restrictive legends and all applicable state securities and “blue sky” laws, (iii) the Transferor submits, pursuant to Section 4.1(d), a Transfer Request for such Transfer that is approved by the Company, (iv) the Transfer will not result in an event of default under the Credit Agreement and (v) except for Transfers pursuant to Section 4.1(b), if such Transfer or series of related Transfers constitutes a Control Transfer, then such Shares shall be subject to the tag-along provisions set forth in Section 5.2.
(d) Requests for Transfer. In order to provide for the effective policing of this Section 4.1, a Stockholder who proposes to effect a Transfer pursuant to Section 4.1(c) must submit, prior to the date of the proposed Transfer, a written request in writing (a “Transfer Request”) that the Company review the proposed Transfer and authorize or not authorize the proposed Transfer pursuant to this Section 4.1. A Transfer Request shall include: (i) the name, address, jurisdiction of organization or citizenship and telephone number of the proposed Transferee, (ii) the number of Shares proposed to be so Transferred, (iii) the date on which the proposed Transfer is expected to take place, (iv) the name of the Stockholder proposing such Transfer, (v) certification that such Stockholder is an Accredited Investor, and (vi) such information as the Company in its reasonable discretion may request (and which may, in the Company’s reasonable discretion, include an opinion of counsel to be provided at the Transferor’s sole cost and expense to such effect) to establish that registration of the proposed Transfer is not required under the Securities Act or any applicable state securities or “blue sky” laws. The Company shall, within five Business Days after its receipt of a Transfer Request that includes all of the information set forth in the foregoing clauses (i) through (v), determine whether to authorize (subject to compliance with all of the applicable provisions, if any, set forth in Article 5) the Transfer proposed in such Transfer Request and shall notify the proposed Transferor of such determination; provided, that the only bases on which a Transfer may be denied are failure to comply with the applicable obligations and restrictions set forth in this Article 4 or in Article 5 (including paragraph (f) below) if applicable; provided, further, that if the Company does not notify the proposed Transferor of its determination within such time period, the Transfer proposed in such Transfer Request shall be deemed to be approved hereunder.
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(e) Joinder. With respect to any Transfer of Shares (including the issuance, sale or other Transfer of Shares by the Company), the Transferee of such Shares shall execute and deliver to the Company, as a condition precedent to such Transfer, an instrument in substantially the form attached hereto as Exhibit A (or such other documentation as is agreed by the Company and such Transferee) to confirm that the Transferee takes such Shares subject to all the terms and conditions of this Agreement and agrees to be bound by all of the terms and conditions of this Agreement.
(f) Exchange Act Reporting Obligations. Notwithstanding anything to the contrary in this Agreement, but only to the extent the Company is not already subject to reporting obligations under the Exchange Act, no Stockholder may Transfer any Shares if, as a result of such Transfer, shares of Common Stock would be held of record by more than 280 Persons or otherwise in circumstances that the Company or the Board determines could require the Company to file reports under the Exchange Act, if it is not otherwise subject to such requirements. So long as the Company is not subject to reporting obligations under the Exchange Act, nothing contained in this Article 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.
(g) Inapplicability of Section 4.1. Notwithstanding anything to the contrary in this Section 4.1, the restrictions on transfer set forth in this Article 4 and in Article 5 shall be inapplicable to any sale pursuant to an effective Registration Statement in accordance with Article 3.
Section 4.2 Legend on Certificates.
(a) All certificates for Shares shall conspicuously bear the following legend:
THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JULY 29, 2016, AMONG DEX MEDIA, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF DEX MEDIA, INC.
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(b) In the event that any shares of Common Stock shall be registered under the Securities Act, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such stock without the legend required by Section 4.2(a) endorsed thereon. In the event that the Common Stock shall cease to be subject to the restrictions on transfer set forth in this Article 4, the Company shall, upon the written request of the holder thereof, issue to such holder a new certificate evidencing such stock without the legend required by Section 4.2(a) endorsed thereon.
ARTICLE 5. DRAG-ALONG; TAG-ALONG
Section 5.1 Drag-Along Sale. (a) In the event that Stockholders holding a majority of the then outstanding shares of Common Stock (“Drag-Along Sellers”) propose to effect a Drag-Along Sale, the Drag-Along Sellers shall have the right (a “Drag-Along Right”) to require each of the other Stockholders to Transfer their Shares in such Drag-Along Sale in accordance with this Section 5.1. Such Drag-Along Sellers shall give written notice of such Drag-Along Sale (a “Drag-Along Notice”) to the Company, and the Company shall deliver such notice to each of the other Stockholders, at least ten Business Days prior to the closing of such Drag-Along Sale, which notice shall state that such Drag-Along Sellers desire the Dragged Stockholders to enter into such Drag-Along Sale and shall include the following information with respect to the proposed Drag-Along Sale: (i) the names of all of the parties thereto, (ii) a summary of the material terms and conditions thereof and (iii) the proposed amount and form of consideration to be received by the Drag-Along Sellers and Dragged Stockholders, whereupon all Drag-Along Sellers, Dragged Stockholders and the Company (as applicable) shall consent to, cooperate with, and not object to or otherwise impede consummation of the Drag-Along Sale. In the event that the Drag-Along Sale is structured as a merger or consolidation, each Dragged Stockholder shall vote its Shares to approve such merger or consolidation, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting. In the event that the Drag-Along Sale is structured as a sale of all of the outstanding Shares, then each Dragged Stockholder shall agree to sell, and shall sell, all of its Shares and any other rights to acquire Shares, on the terms and conditions set forth in the Drag-Along Notice. In the event that the Drag-Along Sale is structured as a sale, transfer or other disposition of all or substantially all of the assets or business of the Company, then each Dragged Stockholder shall vote its Shares to approve such sale and any subsequent dissolution or winding up of the Company or other distribution of the proceeds therefrom, whether at a meeting of Stockholders or by written consent of Stockholders in lieu of a meeting, with respect to the sale, transfer or other disposition of assets. In furtherance of the foregoing, each Dragged Stockholder shall (x) waive all dissenter’s rights, appraisal rights and similar rights in connection with such Drag-Along Sale, and (y) take, with respect to its Shares, all Necessary Action reasonably requested by the Drag- Along Sellers in connection with the consummation of the Drag-Along Sale.
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(b) No Dragged Stockholder shall be required to sell any Shares in a Drag- Along Sale pursuant to this Section 5.1 unless (i) the total amount of such consideration per share payable to such Dragged Stockholder is the same as that paid to the Drag-Along Sellers, and (ii) such Shares are sold by such Dragged Stockholder generally upon the same terms in connection with such Drag-Along Sale. Notwithstanding the foregoing, no Dragged Stockholder shall be required to make any representation or warranty, or provide any indemnity to any Person, in connection with any Drag-Along Sale except that each Dragged Stockholder shall be obligated (A) to make representations and warranties with respect to the unencumbered title to its Shares, its power, authority and legal right to Transfer such Shares and, the enforceability of relevant agreements against such Dragged Stockholder, (B) to enter into reasonable and customary covenants to complete the Transfer of such Dragged Stockholder’s Shares in connection with such Drag-Along Sale and (C) to enter into reasonable and customary indemnification obligations with respect to the foregoing; provided, that all representations, warranties, covenants and indemnities shall be made by the Drag-Along Sellers and Dragged Stockholder severally and not jointly; provided, further, that any indemnification obligation (including, if applicable, with respect to representations made by the Company) shall be pro rata based on the consideration received by the Drag-Along Sellers and Dragged Stockholder, in each case in an amount not to exceed the aggregate proceeds received by the Drag-Along Sellers and Dragged Stockholder in connection with the Drag-Along Sale; and provided, further, that in no event shall a Dragged Stockholder be required to (i) make any representation regarding the Company (including with respect to its business or results of operations) or (ii) except in the case of a Stockholder that is an officer or employee of the Company or any of its Subsidiaries, agree to any “non-competition,” “non-solicit” or other covenant or restriction with respect to competing with the Company or its business or soliciting or hiring its employees.
(c) At the closing of any Drag-Along Sale pursuant to this Section 5.1, the Drag-Along Sellers and each Dragged Stockholder shall deliver, against payment of the purchase price therefor, certificates (or evidence thereof) representing its Shares, duly endorsed for Transfer or accompanied by duly endorsed stock powers, evidence of good title to the Shares, the absence of liens, encumbrances and adverse claims with respect thereto, and such other documents as are reasonably requested by the Drag-Along Sellers and the Company for the proper Transfer of such Shares on the books of the Company.
(d) The provisions of Section 5.2 shall be subordinate to any Transfer or exercise of rights contemplated by this Section 5.1.
Section 5.2 Tag-Along Sale. (a) In the event that any Stockholder or group of Stockholders (a “Proposed Seller”) proposes to Transfer Shares pursuant to one or more related transactions that would constitute a Control Transfer (if Drag-Along Rights are not exercised pursuant to Section 5.1) (any such Transfer, a “Proposed Sale”), each other Stockholder other than any Stockholder that is an officer or employee of the Company or any of its Subsidiaries (collectively, the “Eligible Participating Stockholders”) shall have the right to participate in the Proposed Sale by Transferring its pro rata portion of Shares to the Proposed Buyer in accordance with this Section 5.2. Such Proposed Seller shall give written notice of such Proposed Sale (a “Tag-Along Notice”) to each of the Eligible Participating Stockholders, with a copy to the Company. The Tag-Along Notice shall offer to each Eligible Participating Stockholder the option to participate in such Proposed Sale on the terms and conditions set forth in the Tag- Along Notice (and, in any event, on the same terms and conditions as the Proposed Seller) and shall include the following information with respect to the Proposed Sale: (i) the name of each proposed Transferee(s) (the “Proposed Buyer”), (ii) a summary of the material terms and conditions thereof, (iii) the percentage of the Proposed Seller’s Shares proposed to be Transferred therein, (iv) the proposed amount and form of consideration to be received by the Proposed Seller and (v) other such information as shall be reasonably requested.
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(b) Each Eligible Participating Stockholder may, by written notice given to the Proposed Seller within ten Business Days after the date of the Tag-Along Notice, elect to sell up to the number of Shares in the Proposed Sale as equals the Tag-Along Portion of such Eligible Participating Stockholder, on the terms and conditions approved by the Proposed Seller, which terms and conditions shall be the same as those on which the Proposed Seller’s Shares are to be sold and shall be consistent with the terms and conditions set forth in the Tag-Along Notice (each Eligible Participating Stockholder who timely makes such election, a “Tagging Stockholder”). The Proposed Seller shall cause the Proposed Buyer to purchase from each Tagging Stockholder the number of Shares equal to the Tag-Along Portion of such Tagging Stockholder. The decision by any Eligible Participating Stockholder as to whether to elect to participate in any Proposed Sale shall not adversely affect such Eligible Participating Stockholder’s right to elect to participate as a Tagging Stockholder in any other Proposed Sale. The Proposed Seller shall have a period of 60 days following the expiration of the ten Business Day notice period mentioned above to consummate the Proposed Sale to the Proposed Buyer in accordance with this Section 5.2 without being required to provide an additional Tag-Along Notice to Eligible Participating Stockholders.
(c) At the closing of any Proposed Sale pursuant to this Section 5.2, each Proposed Seller and each Tagging Stockholder shall deliver at such closing, against payment of the purchase price therefor, certificates or other documentation governing the terms of any such Shares (or other evidence thereof acceptable to the transferee of such Shares) representing their Shares to be sold, duly endorsed for Transfer or accompanied by duly endorsed stock powers, evidence of good title to the Shares to be sold, the absence of liens, encumbrances and adverse claims with respect thereto and such other documents as are deemed reasonably necessary by the Proposed Seller and the Company for the proper Transfer of such Shares on the books of the Company.
(d) In no event shall a Tagging Stockholder that is not an officer or employee of the Company or any of its Subsidiaries be required to (i) make any representation regarding the Company (including with respect to its business or results of operations) or (ii) agree to any “non-competition,” “non-solicit” or other covenant or restriction with respect to competing with the Company or its business or soliciting or hiring its employees.
(e) The provisions of this Section 5.2 shall be subject to and subordinate to the provisions of Section 5.1.
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ARTICLE 6. ADDITIONAL AGREEMENTS
Section 6.1 Access to Information; Reports. (a) The Company shall provide to each Stockholder of the Company (by means of providing access to an Intralinks or similar site) the following financial and business information relating to the Company and its Subsidiaries, and with respect to clauses (i) and (ii) below, accompanied by a reasonably detailed narrative discussion of the changes in the Company’s financial condition and results of operations compared with the prior periods presented, which will, with respect to the Company’s audited consolidated annual financial statements, be in form and substance similar to the discussion contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section of an Exchange Act report, all of which shall be posted to a freely accessible section of the Company’s website:
(i) subject to the proviso to this Section 6.1(a), as soon as available and in any event no later than 120 days after the end of each fiscal year (or with respect to the fiscal year ending December 31, 2016, the later of 120 days after (x) the end of such fiscal year and (y) delivery of audited financial statements for the fiscal year ended December 31, 2015; provided that if the Company is unable deliver audited financial statements for the fiscal year ended December 31, 2016 within 120 days of such fiscal year end, the Company shall deliver unaudited financial statements for such fiscal year within 120 days after the end of such fiscal year subject to normal year-end audit adjustments, the absence of footnote disclosures and completion of the Prior Tax Calculation (as defined in the Plan) , a true and complete copy of the audited consolidated balance sheet and the related consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the fiscal year then ended, together with the notes relating thereto, all in reasonable detail and accompanied by a copy of the audit report of the Company’s independent public accountants, which report shall be unqualified as to the scope of the audit and shall state that such consolidated financial statements present fairly the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the fiscal year then ended in accordance with United States generally accepted accounting principles consistently applied; and
(ii) subject to the proviso to this Section 6.1(a), as soon as available and in any event no later than 60 days after the end of each of the first three quarters of each fiscal year of the Company, a true and complete copy of the unaudited consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the period then ended, prepared in accordance with United States generally accepted accounting principles consistently applied, subject only to the absence of footnotes and normal year-end audit adjustments and completion of the Prior Tax Calculation;
provided, however, that if, prior to the time at which financial statements are required to be delivered by the Company pursuant to subparagraph (i) or (ii) above, the Company provides financial statements to the agent or lenders under the Credit Agreement in form and substance substantially similar to the financial statements required to be delivered under such subparagraph (i) or (ii), as applicable (including unaudited annual financial statements), then the Company shall provide to the Stockholders the financial statements required to be delivered under such subparagraph (i) or (ii), as applicable, substantially concurrently with the provision of such substantially similar financial statements to such lenders.
(b) Promptly after issuing the annual and quarterly reports described in Section 6.1(a), the Company shall hold a conference call to discuss with the Stockholders the information contained in such annual and quarterly reports, including the results of the Company’s operations and the financial performance of the Company, and to answer questions thereto, and the Company shall provide the Stockholders with conference call access to each such conference call. The intention is that such conference calls be held concurrently with the earnings calls for lenders of the Company; however, if the lender earnings calls are held separately, the Stockholders will be invited to and permitted to join such earnings calls.
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(c) As soon as available and in any event no later than 60 days after the end of the fiscal year of the Company, each Stockholder will be furnished with the then-current budget of the Company. Such annual budgets will be made available by means of providing access to an Intralinks or similar site.
(d) All information provided pursuant to this Section 6.1, including the information disclosed in the conference calls pursuant to Section 6.1(b), shall be subject to the confidentiality restrictions set forth in Section 6.4.
Section 6.2 Certificate of Incorporation and Bylaws. If and to the extent that any provision of this Agreement conflicts with or is inconsistent with any provision of the Organizational Documents, then to the fullest extent permitted by law, such provision of this Agreement shall be controlling and, to the extent practicable, the conflicting or inconsistent provision of the Organizational Documents shall be construed in a manner consistent with such provision of this Agreement.
Section 6.3 No Other Voting Agreements. Except as specifically contemplated hereby, no Stockholder shall (a) grant any proxy or enter into or agree to be bound by any voting trust with respect to any Shares or (b) enter into any stockholder agreement or arrangement of any kind with any Person with respect to Shares that is, in the case of either clause (a) or (b), in violation of the provisions of this Agreement (irrespective of whether such agreement or arrangement is with one or more other Stockholders), including, but not limited to, agreements or arrangements with respect to the acquisition, disposition, pledge or voting of Shares, nor shall any Stockholder act, for any reason, as a member of a group or in concert with any other Person (other than an Affiliate of such Stockholder) in connection with the acquisition, disposition or voting of Shares in any manner that is in violation of the provisions of this Agreement. Nothing in this Section 6.3 is intended to restrict any Stockholder from entering into any agreement or arrangement with respect to its Shares (with any other Stockholder or otherwise) that is not in violation of the provisions of this Agreement.
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Section 6.4 Confidentiality. Each Stockholder hereby agrees that it will keep strictly confidential and will not disclose, divulge or use for any purpose, other than to hold, vote, dispose and monitor its existing investment in the Company, any confidential information obtained from the Company pursuant to the terms of this Agreement (including pursuant to Section 6.1 above), unless such confidential information is known or becomes known to the public in general (other than as a result of a breach of this Section 6.4 by such holder or its Affiliates) or is or becomes available from a source other than the Company or its Affiliates (provided the Stockholder is not aware that such source is under an obligation to keep such information confidential); provided, however, that a Stockholder may disclose (on a confidential basis) confidential information (a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its holding, voting, disposition and monitoring of its existing investment in the Company, (b) to any Affiliate, or to any director, officer, employee, partner, member or regulator of such Stockholder or Affiliate in the ordinary course of business, to the extent necessary to hold, vote, dispose and monitor its existing investment in the Company, (c) to a potential Transferee of Shares, to the extent reasonably necessary to consummate a Transfer, provided that such Transferee has executed a confidentiality agreement with such Stockholder in such form as may be reasonably required by the Company or (d) as may otherwise be required by applicable law or judicial or administrative process; provided, further, that in the case of any such disclosure under this clause (d), such Stockholder shall take, at the Company’s expense, all reasonable steps requested by the Company to minimize the extent of any such required disclosure, and to the extent practicable, awaits the final outcome of any motion for a protective order that the Company may file before disclosing any confidential information; and provided, further, that the acts and omissions of any Person to whom any Stockholder may disclose confidential information pursuant to the foregoing clauses (a), (b) and (c) shall be attributable to such Stockholder for purposes of determining such Stockholder’s compliance with this Section 6.4, unless such Person and the Company have entered into a confidentiality agreement between them that imposes confidentiality restrictions on such Person that are no less restrictive than those contained in this Section 6.4, in which case the acts and omissions of such Person shall not be attributable to such Stockholder. Notwithstanding any earlier termination of this Agreement, the obligations of each Stockholder under this Section 6.4 shall survive until the earlier of (i) the first anniversary of the termination of this Agreement pursuant to Section 7.1 and (ii) the first anniversary of the date on which such Stockholder ceased to own any Shares.
Notwithstanding the foregoing, in the case of a Stockholder owned, directly or indirectly, by one or more funds or other pooled investment vehicles, such Stockholder shall be entitled to disclose such confidential information to investors and limited partners of such fund or pooled investment vehicle, and to prospective investors or other Persons as part of fundraising or marketing activities undertaken by the manager of such fund or pooled investment vehicle or any of its affiliates, or prospective investors or other Persons as part of fundraising or marketing activities of such Stockholder or its affiliates, or lenders or prospective lenders of such Stockholder or its affiliates, provided such disclosures are made to Persons subject to an obligation of confidentiality with respect to such information.
Section 6.5 Preemptive Rights. (a) In the event that the Company proposes to sell or otherwise issue (a “Proposed Offering”) equity securities of the Company (including shares of Common Stock or preferred stock), any securities convertible into or exchangeable for equity securities of the Company or any options rights or warrants to purchase equity securities of the Company (any of the foregoing, “Dilutive Securities”), other than in a Permitted Offering, each Stockholder holding Shares as of the date of the Company Sale Notice that is an Accredited Investor (each, a “Preemptive Rights Stockholder”) shall have the right to acquire that number or amount of such Dilutive Securities as is determined in accordance with Section 6.5(b) below, at the same price and upon the same terms and conditions as such Dilutive Securities are being offered by the Company in the Proposed Offering. No Dilutive Securities shall be issued by the Company to any Person unless the Company has first offered such securities to each Preemptive Rights Stockholder in the accordance with this Section 6.5. Notwithstanding anything contained in this Section 6.5, the rights of a holder of Employee Shares under this Section 6.5 shall only be granted to a holder of Employee Shares who has provided to the Company evidence (satisfactory to the Company its sole discretion) that such holder qualifies as an Accredited Investor.
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(b) At least 15 Business Days prior to the consummation of any Proposed Offering to which this Section 6.5 applies, the Company shall give written notice thereof to each Preemptive Rights Stockholder (the “Company Sale Notice”), setting forth the price and the other terms and conditions on which the Dilutive Securities are being offered to the proposed transferee(s), and offering to sell to each Preemptive Rights Stockholder its pro rata share of such Dilutive Securities on the same terms and conditions (the “Preemptive Rights Offer”); provided, that such pro rata share shall be based upon a ratio of the relative number of Shares beneficially owned by such Preemptive Rights Stockholder to the total number of Shares outstanding immediately prior to consummation of the Proposed Offering. Each Preemptive Rights Stockholder shall be entitled to accept any Preemptive Rights Offer by providing written notice to the Company not later than ten Business Days after the date of the applicable Company Sale Notice (the “Preemptive Rights Period”), and any Preemptive Rights Stockholder who fails to timely accept any Preemptive Rights Offer shall have no further rights with respect to the Proposed Offering to which such Preemptive Rights Offer relates. Any Dilutive Securities that are offered in a Preemptive Rights Offer but are not accepted by Preemptive Rights Stockholders during the Preemptive Rights Period may be sold by the Company at any time prior to the 90th day following the expiration of the Preemptive Rights Period on the same terms and conditions as are set forth in the applicable Company Sale Notice.
(c) As used herein, “Permitted Offering” means (i) any sale or issuance by the Company of Employee Shares, (ii) any sale or issuance by the Company of Dilutive Securities (A) pursuant to any stock split, subdivision of shares, stock dividend or similar transaction by the Company, (B) pursuant to any merger or business combination transaction involving the Company or any of its Subsidiaries or as consideration for the acquisition by the Company or any of its Subsidiaries of assets or another business or entity, provided that in no event may any such exception be used with the intent to circumvent the rights of the stockholders under this Section 6.5, (C) in any Public Offering, or (D) upon the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement or issued or issuable pursuant to the exercise of any such rights or agreements granted after the date of this Agreement, (iii) any issuance by the Company to (A) banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board or (B) suppliers or third party service providers in connection with the provision of goods or services pursuant to a transaction approved by the Board or (iv) any issuance in connection with strategic partnerships approved by the Board (but specifically excluding any transaction that has the primary purpose of a Person providing cash to the company in exchange for Common Stock).
(d) Except as provided in this Section 6.5, the Company shall not grant to any Person any preemptive rights with respect to the issuance of equity securities of the Company. This clause (d) shall not apply to the grant of the preemptive rights set forth in this Section 6.5 to any Person who becomes a party to this Agreement pursuant to Section 4.1(e) hereof. The preemptive rights set forth in this Section 6.5 may not be assigned or transferred, except that such right may be assigned by any Preemptive Rights Stockholder to any Affiliate of such Preemptive Rights Stockholder.
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(e) Notwithstanding the other provisions of this Section 6.5, if the Board determines that the Company should, in the best interests of the Company, issue new equity securities that would otherwise be required to be offered to the Preemptive Rights Stockholders pursuant to this Section 6.5 prior to their issuance, the Company may issue such new equity securities without first complying with the provisions of this Section 6.5; provided, however, that (i) within 45 days after such issuance the Company shall offer to each Preemptive Rights Stockholder the opportunity to purchase the number of new equity securities that such Preemptive Rights Stockholder would have otherwise been entitled to purchase pursuant to the terms of this Section 6.5 and (ii) (A) include in the subscription (or similar) agreement with the purchaser(s) of such new equity securities a provision permitting the Company to repurchase such equity securities in an amount necessary to satisfy the provisions of this Section 6.5 or (B) cause the issuance of additional equity securities in an amount necessary to permit each requesting Preemptive Rights Stockholder to purchase the portion of such issuance that it would be entitled to purchase pursuant to this Section 6.5, including the portion sold pursuant to this paragraph.
Section 6.6 Debt Preemptive Rights.
(a) In the event the Company or any of its Subsidiaries issues any debt securities to, or borrows money from, one or more members of an Appointing Stockholder Group or any Affiliate thereof, other than borrowings under the Company’s and its Subsidiaries’ existing credit facilities (except to the extent such borrowings are being increased), each Preemptive Rights Stockholder shall have the right to purchase or lend, as applicable, up to an amount of such debt securities or borrowed amounts (its “Allocated Share”) equal to the product of (x) the principal amount of debt securities being issued or the principal amount being borrowed, as applicable, and (y) a fraction (expressed as a percentage), the numerator of which is the number of shares of Common Stock beneficially owned by such Preemptive Rights Stockholder and the denominator of which is the aggregate number of outstanding shares of Common Stock. If the Company intends to issue any debt securities to, or borrow money from, one or more Stockholders or their Affiliates, the Company shall deliver a written notice (a “Debt Preemptive Rights Notice”) to the Preemptive Rights Stockholders specifying (i) the amount of its Allocated Share, (ii) the anticipated closing date; and (iii) any other material terms of such issuance or borrowing.
(b) Within ten Business Days following receipt of a Debt Preemptive Rights Notice, each Preemptive Rights Stockholder shall deliver to the Company a written notice (a “Debt Exercise Notice”) (i) indicating whether it will exercise its right to participate in the offering or borrowing and (ii) specifying the principal amount it wishes to purchase or lend in connection therewith up to its Allocated Share. If any Preemptive Rights Stockholder fails to deliver a Debt Exercise Notice to the Company within such ten Business Day period, such Preemptive Rights Stockholder shall be deemed to have elected not to participate in such offering or borrowing.
(c) To the extent any Preemptive Rights Stockholder fails to exercise fully its aggregate preemptive rights granted pursuant to this Section 6.6 with respect to such offering or borrowing, the Company shall have 90 days thereafter to sell such notes or borrow such amounts upon terms no more favorable than specified in the Debt Preemptive Rights Notice.
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(d) The preemptive rights set forth in this Section 6.6 may not be assigned or transferred, except that such right may be assigned by any Preemptive Rights Stockholder to any Affiliate of such Preemptive Rights Stockholder.
ARTICLE 7. MISCELLANEOUS
Section 7.1 Survival of Agreement; Term. This Agreement, and the Company’s and the Stockholders’ respective rights and obligations hereunder shall remain in effect until terminated (a) at any time by the written agreement of the Company and Stockholders holding at least 90% of the then outstanding Common Stock or (b) automatically upon the occurrence of the Exchange Act Reporting Date; provided, that (i) Article 3 shall survive any such termination and (ii) the right to appoint or nominate directors to the Board shall survive any such termination as may be modified or terminated to the extent necessary to meet applicable listing requirements of any securities exchange or quotation system on which the Company’s Common Stock is expected to be listed or quoted. This Agreement shall terminate automatically with respect to any Stockholder when such Stockholder ceases to beneficially own any Shares; provided, that Section 6.4 and this Article 7 shall survive any such termination and shall terminate as set forth therein.
Section 7.2 Notices. All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been effectively given (a) when delivered by hand, facsimile or electronic transmission to the party to be notified, (b) one Business Day after deposit with a national overnight delivery service with next-business-day delivery guaranteed, (c) three Business Days after deposit in the United States mail postage prepaid by certified or registered mail return receipt requested, in each case addressed to the party to be notified at the addresses set forth below such party’s respective signature to this Agreement, or (d) when posted to an Intralinks or similar site to which all Stockholders have been offerred access. Any party to this Agreement may change its address for purposes of notice hereunder by giving ten days’ written notice of such change to all other parties to this Agreement, in the manner provided in this Section 7.2.
Section 7.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 7.4 Entire Agreement. This Agreement (together with the documents attached as exhibits hereto and any documents or agreements specifically contemplated hereby) supersedes all prior discussions and agreements among any of the parties hereto (and their Affiliates) with respect to the subject matter hereof and contains the entire understanding of the parties with respect to the subject matter hereof.
Section 7.5 Amendment. This Agreement shall not be amended, modified or supplemented, and no provision in this Agreement may be waived, except pursuant to a written instrument duly executed by or on behalf of the Company and Stockholders holding a majority of the then outstanding Common Stock; provided, however, that:
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(a) if any such amendment, modification, supplement or waiver would reasonably be expected to disproportionately affect any Stockholder in any material respect, approval of each such Stockholder so affected shall be required;
(b) if any such amendment, modification, supplement or waiver would result in the reduction in the number of Directors an Appointing Stockholder Group has the right to appoint pursuant to Section 2.3(c)(ii), such Appointing Stockholder Group’s approval shall be required;
(c) if any such amendment, modification, supplement or waiver would materially and adversely affect (i) the rights of a Stockholder rights under Section 5.2, 6.1, 6.5, or 6.6, (ii) protections benefitting a Stockholder under Section 3.2 or 5.1 (including the approval rights to trigger a Drag-Along Sale as described in the definition thereof), or (iii) the rights of a Stockholder under the proviso to Section 6.4, such Stockholder’s approval shall be required;
(d) if such amendment, modification, supplement or waiver would increase the transfer restrictions applicable to any Stockholder, such Stockholder’s approval shall be required;
(e) if any such amendment, modification, supplement or waiver is to the nomination rights of the Minority Director Nominating Stockholder Groups with respect to the Minority Director, each such Minority Director Nominating Stockholder Group’s approval shall be required;
(f) if any such amendment, modification, supplement or waiver is to Section 2.3(c)(ii)(D), or Section 2.3(c)(iv), the approval of the holders of a majority of the outstanding Voting Shares shall be required;
(g) if any such amendment, modification, supplement or waiver is to Section 2.3(c)(iii), the approval of each Nominating Stockholder and Stockholders beneficially owning a majority of the outstanding shares of Common Stock beneficially owned by all Non-Appointing Stockholders shall be required;
(h) if any such amendment, modification, supplement or waiver is to Section 2.7, the approval of Stockholders holding not less than 66⅔% of the outstanding shares of Common Stock shall be required; and
(i) if any such amendment or waiver is to Section 7.1 the approval of Stockholders holding at least 90% of the outstanding shares of Common Stock will be required.
Section 7.6 Third-Party Beneficiary. This Agreement is intended solely for the benefit of each of the parties hereto and their respective successors and permitted assigns, and this Agreement shall not confer any rights upon any other Person, except that each of the Persons entitled to indemnification under Section 3.8 is an intended third-party beneficiary of such provision.
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Section 7.7 Counterparts. This Agreement may be signed in any number of counterparts, any of which may be delivered via facsimile, portable document format (PDF), or other forms of electronic delivery, each of which shall be deemed an original, and all of which are deemed to be one and the same agreement binding upon the Company and each of the Stockholders.
Section 7.8 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
Section 7.9 Governing Law; Consent to Jurisdiction and Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine. Each party hereby submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware, and any appellate court thereof), and any judicial proceeding brought against any of the parties on any dispute arising out of this Agreement or any matter related hereto shall be brought in such courts. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereby consents to process being served in any such proceeding by the mailing of a copy thereof by registered or certified mail, postage prepaid, to the address below such party’s respective signature to this Agreement, or in any other manner permitted by law. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING.
Section 7.10 Injunctive Relief. The parties to this Agreement hereby agree and acknowledge that it will be impossible to measure the monetary damages that would be suffered if any party to this Agreement fails to comply with any of the obligations imposed on it by this Agreement, and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Accordingly, each of the parties to this Agreement shall be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. Each of the parties to this Agreement hereby waives, and causes its respective representatives to waive, any requirement for the securing or posting of any bond in connection with any action brought for injunctive relief hereunder.
Section 7.11 Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
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Section 7.12 Recapitalization and Similar Events. In the event that any shares of capital stock or other securities are issued in respect of, in exchange for, or in substitution of, Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to Stockholders or combination of shares of Common Stock or any other change in the Company’s capital structure, appropriate adjustments shall be made to the provisions of this Agreement, as determined in good faith by the Board, so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have hereunto set their respective hands as of the date and year first written above.
DEX MEDIA, INC. | ||
By: | /s/ Joseph A. Walsh | |
Name: Joseph A. Walsh | ||
Title: President and Chief Executive Officer | ||
Address for Notices: | ||
Dex Media, Inc. | ||
2200 West Airfield Drive | ||
P.O. Box 619810 | ||
DFW Airport, Texas 75261 | ||
Attn: General Counsel |
[Signature Page to Stockholders Agreements]
EXHIBIT A
FORM OF JOINDER AGREEMENT
This Joinder Agreement (this “Agreement”), dated as of _______, 201_, is made by and among DEX MEDIA, INC., a Delaware corporation (the “Company”), and ___________ (the “Joining Party”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Stockholders Agreement, dated as of July 29, 2016 (as may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Stockholders Agreement”).
1. | Agreement to be Bound. The Joining Party hereby agrees that upon execution of this Agreement, it shall become a party to the Stockholders Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders Agreement as though an original party thereto and shall be deemed included in the definition of “Stockholder” therein for all purposes thereof. In addition, the Joining Party hereby agrees that all of the Transferred Shares shall be subject to all of the covenants, terms and conditions applicable to Shares under the Stockholders Agreement. The Joining Party acknowledges that it has been furnished with and has carefully read a copy of the Stockholders Agreement prior to its execution of this Agreement. |
2. | Counterparts. This Agreement may be signed in counterparts, any of which may be delivered via facsimile, PDF, or other forms of electronic delivery, each of which shall be deemed an original, and all of which are deemed to be one and the same agreement binding upon the Company and the Joining Party. |
3. | Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. |
4. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine. Each party hereby submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware, and any appellate court thereof), and any judicial proceeding brought against any of the Parties on any dispute arising out of this Agreement or any matter related hereto shall be brought in such courts. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Joining Party hereby consents to process being served in any such proceeding by the mailing of a copy thereof by registered or certified mail, postage prepaid, to the address set forth under its signature below, or in any other manner permitted by law. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. |
5. | Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. |
6. | Entire Agreement. This Agreement and the Stockholders Agreement (together with the documents attached as exhibits thereto and any documents or agreements specifically contemplated thereby) constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. |
IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have hereunto set their respective hands as of the date and year first written above.
JOINING PARTY: | ||
By: | ||
Name: | ||
Title: | ||
Address for Notices: |
Address – Line 1 | |
Address – Line 2 | |
Address – Line 3 | |
Attention | |
Facsimile | |
Telephone | |
ACCEPTED:
|
||
DEX MEDIA, INC. | ||
By: | ||
Name: | ||
Title: |
EXHIBIT C
FORM OF JOINDER
This Joinder Agreement (this “Agreement”), dated as of________, 201_, is made by and among DEX MEDIA, INC., a Delaware corporation (the “Company”), and ________ (the “Joining Party”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Stockholders Agreement, dated as of July 29, 2016 (as may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Stockholders Agreement”).
1. | Agreement to be Bound. The Joining Party hereby agrees that upon execution of this Agreement, it shall become a party to the Stockholders Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders Agreement as though an original party thereto and shall be deemed included in the definition of “Stockholder” therein for all purposes thereof. In addition, the Joining Party hereby agrees that all of the Transferred Shares shall be subject to all of the covenants, terms and conditions applicable to Shares under the Stockholders Agreement. The Joining Party acknowledges that it has been furnished with and has carefully read a copy of the Stockholders Agreement prior to its execution of this Agreement. |
2. | Counterparts. This Agreement may be signed in counterparts, any of which may be delivered via facsimile, PDF, or other forms of electronic delivery, each of which shall be deemed an original, and all of which are deemed to be one and the same agreement binding upon the Company and the Joining Party. |
3. | Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. |
4. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine. Each party hereby submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware, and any appellate court thereof), and any judicial proceeding brought against any of the Parties on any dispute arising out of this Agreement or any matter related hereto shall be brought in such courts. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Joining Party hereby consents to process being served in any such proceeding by the mailing of a copy thereof by registered or certified mail, postage prepaid, to the address set forth under its signature below, or in any other manner permitted by law. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. |
5. | Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. |
6. | Entire Agreement. This Agreement and the Stockholders Agreement (together with the documents attached as exhibits thereto and any documents or agreements specifically contemplated thereby) constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. |
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Exhibit 4.12
OFFICER’S CERTIFICATE
November 17, 2016
This Officer’s Certificate is being delivered to you pursuant to Section 2.01 of the Warrant Agreement, dated as of August 15, 2016 (the “Warrant Agreement”), among Dex Media, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement.
Section 2.01 of the Warrant Agreement provides that in connection with each cash distribution to the Term Loan Lenders (as defined in the Plan) under Article III.B.3-6 of the Plan, the Company shall deliver to the Warrant Agent (and, at the request of any Holder, to such Holder) a certificate executed by an Authorized Officer of the Company setting forth (1) the aggregate amount of actual cash distributions to the Term Loan Lenders (as defined in the Plan) and (2) the calculation of the amount by which the Exercise Price shall be reduced or increased, as applicable, if the aggregate amount of actual cash distributions either exceeds or is less than $155.4 million.
The undersigned hereby certifies to the Warrant Agent as follows:
1. | The individual executing this certificate on behalf of the Company (solely in his capacity as an officer but not in any individual capacity) is an “Authorized Officer” as such term is used in the Warrant Agreement. |
2. | The aggregate amount of actual cash distributions to the Term Loan Lenders made as of the date hereof is $176,915,904.13. |
3. | As a result of the aggregate amount of actual cash distributions exceeding $155.4 million, the Exercise Price shall be reduced to $13.55, as demonstrated in the calculations included in Exhibit A. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date first written above.
DEX MEDIA, INC. | ||
By: | /s/ Paul D. Rouse | |
Name: | Paul D. Rouse | |
Title: | EVP - CFO, Treasurer |
[Officer’s Certificate - Warrant Exercise Price Adjustment]
Exhibit A
Aggregate Amount of Actual Cash Distributions to the Term Loan Lenders
Entity |
May Cash Sweep
Distribution [1] |
June Cash Sweep
Distribution [2] |
August Cash
Distribution [3] |
Final Cash Distribution [4] |
Total | |||||||||||||||
SuperMedia, LLC | $ | 63,398,463.86 | $ | 16,961,616.55 | $ | 24,033,462.23 | $ | 1,651,268.84 | $ | 106,044,81148 | ||||||||||
R. H. Donnelley, Inc. | - | 2,947,975.06 | 8,727,165.64 | 785,719.85 | 12,460,860.55 | |||||||||||||||
Dex Media East, Inc. | 23,549,843.68 | 6,004,552.64 | 15,096,016.99 | 456,974.66 | 45,107,387.97 | |||||||||||||||
Dex Media West, Inc. | 2,117,973.51 | 4,765,926.86 | 5,919,225.93 | 499,717.82 | 13,302,844.12 | |||||||||||||||
Total | $ | 89,066,281.05 | $ | 30,680,071.11 | $ | 53,775,870.79 | $ | 3,393,681.18 | $ | 176,915,904.13 |
Note(s):
[1] | May Cash Sweep Distribution was made on 6/6/16 |
[2] | June Cash Sweep Distribution was made on 7/8/16 |
[3] | August Cash Distribution was made on 8/26/16 |
[4] | Final Cash Distribution was made on 11/8/16 |
Calculation of Excess Amount
Aggregate Amount of Actual Cash Distributions to the Term Loan Lenders | $ | 176,915,904.13 | ||
Less | $ | 173,522,222.95 | ||
Total | $ | 3,393,681.18 | ||
Excess Amount | $ | 3,000,000.00 |
Calculation of Reduction of Exercise Price
Excess Amount | $ | 3,000,000.00 | ||
Divided by | 1,000,000.00 | |||
3.00 | ||||
Multiplied by | 0.01 | |||
Total Reduction of Exercise Price | $ | 0.03 | ||
Adjusted Exercise Price | $ | 13.55 |
Exhibit 4.13
EXECUTION VERSION
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2017, is by and between Yosemite Sellers’ Representative LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative referred to in the Acquisition Agreement hereinafter defined (the “Pledgor”) and Dex Media Holdings, Inc. (f/k/a Dex Media, Inc.), a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Acquisition Agreement referred to below.
WITNESSETH:
WHEREAS, concurrently herewith, the Pledgor is entering into that certain Acquisition Agreement, dated as of the date hereof, by and among the Purchaser, Cerberus YP Digital Blocker LLC, a Delaware limited liability company, Cerberus YP Blocker LLC, a Delaware limited liability company, YP Holdings LLC, a Delaware limited liability company (“YP”), Print Media Holdings LLC, a Delaware limited liability company (“PM”), YP Intermediate Holdings Corp., a Delaware corporation, Cerberus YP Investor LLC, a Delaware limited liability company, each Person set forth on Annex I, Annex II, Annex III and Annex IV thereto, and the Pledgor (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), pursuant to which, among other things, the Sellers shall sell and transfer to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers, directly and/or indirectly, 100% of the equity of each of YP and PM upon the terms and subject to the conditions set forth therein.
WHEREAS, under the Acquisition Agreement, among other things, the Pledgor has been designated and authorized by the Sellers to act as their representative and will be issued the Closing Issued Shares as part of the consideration payable by Purchaser in respect of the sale described above (the “Pledged Equity”); and
WHEREAS, the Pledgor will own the Pledged Equity as provided under the Acquisition Agreement, and pursuant thereto the Purchaser is entitled to a lien on such shares as security for certain indemnification provisions agreed to by the Sellers.
NOW, THEREFORE, in consideration of the premises and the agreements herein and in the Acquisition Agreement, and in order to induce the Purchaser to enter into the Acquisition Agreement, the Pledgor hereby agrees with the Purchaser as follows:
1. Security Interest. As security for the Secured Obligations (as defined in Section 2 hereof), the Pledgor hereby irrevocably and unconditionally grants a first priority security interest in, and lien on, and pledges to, the Purchaser the Pledged Equity and all certificates and instruments, if any, evidencing the Pledged Equity, and all dividends, distributions, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares, including any proceeds upon the sale or transfer of such Pledged Shares prior to the Release Date (the “Pledged Collateral”).
2. Secured Obligations. The security interests hereby granted shall secure the due and punctual payment of the Indemnified Taxes as required by Section 10.08 of the Acquisition Agreement (the “Secured Obligations”).
3. Representations, Warranties and Covenants of the Pledgor. The Pledgor hereby represents, warrants and covenants to the Purchaser that as of the date hereof:
(a) The execution, delivery and performance of this Agreement will not result in any violation of or be in conflict with or constitute a default under any term of the governing documents of the Pledgor, or of any agreement or instrument or any judgment, decree, order, statute, rule or governmental regulation applicable to or binding on the Pledgor or any of its respective assets.
(b) This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes the valid and legally binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).
(c) No approval, consent, authorization of, filing registration or qualification with, or other action by, the Pledgor or any other Person or Governmental Authority is or will be necessary to permit the valid execution, delivery and performance of this Agreement by the Pledgor or creation of the liens and security interests contemplated hereby.
(d) The Pledgor will not create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Equity to any other Person (other than inchoate pledges, mortgages, liens, charges, encumbrances or other security interests), and for so long as this Agreement remains in effect, will not do so.
(e) The Pledgor will maintain the security interest created by this Agreement as a first priority perfected security interest and shall defend such security interest and such priority against the claims and demands of all Persons.
(f) If requested by the Purchaser, the Pledgor shall promptly deliver to the Purchaser all certificates or other written evidence of the Pledged Equity together with any instruments of transfer, in form and substance reasonably satisfactory to the Purchaser, necessary for the Purchaser to exercise its rights and remedies hereunder.
(g) Prior to the Release Date, the Pledgor shall not, directly or indirectly Transfer any of the Closing Issued Shares except (i) pursuant to Sections 10.08(c) or 10.08(f) of the Acquisition Agreement, or (ii) to an Affiliate of the Pledgor that is not a Seller (provided that the transferee in such Transfers agrees in writing on terms reasonably satisfactory to Purchaser to be bound by the terms of Section 10.08 of the Acquisition Agreement) or otherwise permit any other Person to directly or indirectly, make any such Transfer.
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(h) The Pledgor will take such actions as the Purchaser may reasonably request to ensure the effectiveness and perfection of the security interest granted hereby.
4. Rights and Remedies of the Purchaser. The Purchaser shall have the rights and remedies with respect to the Pledged Collateral in accordance with, and as specified by, the terms of the Acquisition Agreement, but subject to the provisions of applicable law.
5. Right to Transfer into Name of Purchaser, etc. To the extent permitted by, and only in accordance with, the terms of the Acquisition Agreement and without limiting any rights thereunder, the Purchaser may cause all or any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees without the consent of any other Person, and the Pledgor shall take all actions reasonably requested by the Purchaser in order to effectuate the foregoing and the provisions of the Acquisition Agreement.
6. Right of Purchaser to Exercise Voting Power. The Pledgor shall be entitled to receive and retain any and all dividends or other distributions at any time and from time to time declared or made upon any of the Pledged Collateral, and to exercise any and all rights of payment, conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral notwithstanding the pledge created hereby; provided, however, upon any indemnification amounts being finally determined in accordance with the terms of the Acquisition Agreement, on the date of such determination and to the extent the Pledgor does not elect to satisfy such amounts in cash pursuant to the last sentence of Section 10.08(a) of the Acquisition Agreement, all rights of ownership pursuant to this Section 6 solely as to the portion of the Pledged Collateral necessary and available to satisfy any such indemnification amounts as finally determined in accordance with the terms of the Acquisition Agreement, shall thereupon immediately be transferred to the Purchaser whether or not the transfer of such Pledged Collateral to the Purchaser has been consummated. For the avoidance of doubt, so long as the ownership of the Pledged Collateral remains with the Pledgor as provided in the immediately preceding sentence, the Pledgor shall be entitled to exercise as the Pledgor shall deem fit, the voting power with respect to the Pledged Collateral.
7. Termination; Assignment, etc. This Agreement shall (i) create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the Release Date of the Acquisition Agreement, and (ii) be binding upon the Pledgor and the Sellers, and their respective successors and assigns, and inure, together with the rights and remedies of the Purchaser hereunder, to the benefit of the Purchaser and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Acquisition Agreement, the Purchaser and the Pledgor may assign their interests in this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Purchaser herein or otherwise; provided, however, any assignment by the Pledgor shall require written evidence to the Purchaser that such assignment complies with the terms of the Acquisition Agreement. Upon the Release Date, the Purchaser’s security interest granted hereby shall automatically terminate without any further action by any Person, so long as on such date the Purchaser has not made any claim in respect of the Pledged Collateral, in which case, the security interest hereunder shall survive solely as to the portion of the Pledged Collateral necessary and available to satisfy such claim until such claim has been finally resolved in accordance with the terms of the Acquisition Agreement. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, upon the valid transfer of the Pledged Collateral in accordance with Section [10.08(f)] of the Acquisition Agreement (the “Transferred Pledged Collateral”), the Purchaser’s security interest granted in the Closing Issued Shares so transferred shall automatically be deemed released in such shares permitted to be transferred pursuant to Section [10.08(f)] of the Acquisition Agreement and shall instead automatically be deemed to be a pledge and security interest in such proceeds received from such transfer and such proceeds shall be deemed Pledged Collateral hereunder; provided, that, to the extent the Purchaser has made any claim in respect of the Pledged Collateral to be so transferred, the security interest in the Transferred Pledged Collateral hereunder shall survive solely as to the portion of the Transferred Pledged Collateral necessary and available to satisfy such claim until such claim has been finally resolved in accordance with the terms of the Acquisition Agreement. Upon any such termination, if necessary, the Purchaser shall, at Pledgor’s expense, execute and deliver to Pledgor or otherwise authorize the filing of such documents as Pledgor shall reasonably request, including financing statement amendments to evidence such termination; it being understood that Purchaser shall have no obligation to so execute or deliver any such documents until such time as all such costs have been paid.
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8. Notices. All notices and other communications provided for hereunder shall be made in accordance with Section 11.02 of the Acquisition Agreement.
9. Amendment. No provision of this Agreement may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing or in any other manner other than by a written agreement signed by the Purchaser and the Pledgor.
10. Entire Agreement. This Agreement and the Acquisition Agreement constitute the entire agreement between the Pledgor and the Purchaser with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by the parties hereto. Each party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and is not relying upon oral representations or statements inconsistent with the terms and provisions hereof.
11. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
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12. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ALL CLAIMS AND CAUSES OF ACTION ARISING IN CONNECTION HEREWITH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. ALL ACTIONS (WHETHER IN CONTRACT OR IN TORT) BASED ON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT, WHETHER WRITTEN OR ORAL), SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN THE CHANCERY COURT OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). THE PLEDGOR IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST THE PLEDGOR IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13. Specific Performance. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law.
14. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. All references herein to “Sections” shall be deemed to be references to Sections hereof unless otherwise indicated.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
PLEDGOR: | |
YOSEMITE SELLERS’ REPRESENTATIVE LLC, a Delaware limited liability company, as Sellers’ Representative |
By: | /s/ Michael Sanford | |
Name: Michael Sanford | ||
Title: President |
Address: | |
c/o Cerberus Capital Management, L.P. | |
875 Third Avenue | |
11th Floor | |
New York, New York 10022 | |
Attention: Office of the General Counsel | |
Facsimile: (212) 891-1540 |
[Signature Page to Pledge Agreement] |
PURCHASER: | |
DEX MEDIA HOLDINGS, INC. |
By: | /s/ Joseph A. Walsh | |
Name: Joseph A. Walsh | ||
Title: Chief Executive Officer |
Address: | |
Dex Media Holdings, Inc. | |
2200 W. Airfield Drive | |
P.O. Box 619810 | |
DFW Airport, TX 75261 |
[Signature Page to Pledge Agreement] |
Exhibit 10.1
Execution Version
DEX MEDIA, INC.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 26, 2016. between Dex Media, Inc., a Delaware corporation (the “Company”), and Joe Walsh (the “Employee”).
W I T N E S S E T H
WHEREAS, the Company and the Employee entered into that certain Employment Agreement, dated as of October 14, 2014, as amended by the Amendment to Employment Agreement, dated as of May 13, 2016 (the “Prior Employment Agreement”); and
WHEREAS, the parties have agreed to amend and restate the Prior Employment Agreement in its entirety such that the Prior Employment Agreement shall be of no further force and effect and shall as of the date hereof be replaced and superseded by this Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. | POSITION AND DUTIES. |
(a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities of persons normally associated with the position of chief executive officer of similarly situated public companies, including (i) all employees reporting to the Employee or his designate (recognizing that certain employees, such as the chief compliance officer or head of internal audit, may also have a reporting line to the audit committee) and (ii) the ability to hire and fire employees (recognizing that the termination of the chief financial officer, chief accounting officer, head of internal audit and general counsel may require the approval of the audit committee or governance committee in accordance with the Company’s board of directors’ (the “Board”) policies in effect from time to time) and recognizing that the hiring or firing of any of the Employee’s direct reports will be subject to the approval of the Board acting in good faith. The Employee shall report directly to the Board.
(b) During the Employment Term, the Employee shall devote the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s efforts to the performance of the Employee’s duties with the Company as his primary business obligation. The Employee shall be entitled to continue as Executive Chairman of Cambium Learning Group, his other business activities and be involved in charitable activities, to the extent that such service does not violate any applicable restrictive covenants, create a potential business conflict or prevent him from performing his duties for the Company.
2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement and the Employee agrees to be so employed, until December 31, 2019 (the “Initial Term”) commencing as of the date hereof (the “Effective Date”). The term of employment shall thereafter be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party, at least thirty (30) days prior to the expiration of the Initial Term or any extended term, shall give written notice to the other of its intention not to renew such employment term. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated in accordance with Section 5 hereof, subject to Section 6 hereof. The period of time between the Effective Date and the termination of the Employee’s employment hereunder shall be referred to herein as the “Employment Term.”
3. BASE SALARY AND BONUS.
(a) BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of $1,000,000 per year. The Employee’s Base Salary may be increased, but not decreased below its then current level, as may be determined from time to time by the Board. The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.
(b) BONUS. Beginning with the 2017 fiscal year, Employee will be eligible during the Employment Term for an annual target bonus (an “Annual Bonus”) of one hundred percent (100%) of Employee’s Base Salary (the “Target Bonus”), based upon, and subject to the achievement of reasonable annual performance objectives established in good faith by the Board after consultation with the Employee within the first ninety (90) days of each fiscal year during the Employment Term. The bonus program shall also provide for a bonus above a threshold level and for an increased bonus for achievement above target. Annual Bonuses shall be paid no later than March 15th of the calendar year immediately following the fiscal year to which such bonuses relate. Any bonus payment earned by Employee for calendar year 2016 shall be determined under the Company’s 2016 Value Added Plan (the “VAP”).
4. EMPLOYEE BENEFITS.
(a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to Employee hereunder. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.
(b) VACATIONS. Vacation may be taken at such times and intervals as the Employee determines, subject to the business needs of the Company.
(c) BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by the Employee during the Employment Term and in connection with the performance of the Employee’s duties hereunder.
(d) OFFICE. The Employee will be based in Maryland and will travel to Dallas and such other Company offices as the performance of his duties may reasonably require. The Company will pay the Employee $2,500 per month to maintain an office for the Company at the same premises that the Employee now owns and from which he currently works on behalf of the Company, including continuing to employ as a full-time employee the Employee’s current office manager (or, if necessary, an appropriate replacement) on substantially the same terms and conditions as such office manager is now currently employed.
(e) LEGAL FEES. The Company shall pay or reimburse the Employee for the Employee’s reasonable legal fees incurred in negotiating and drafting this Agreement, provided that any such payment shall be made on or before March 15 of the calendar year immediately following the date hereof.
(f) EQUITY GRANT. The Employee shall promptly receive a grant of stock options to acquire 5,000,000 shares of common stock of the Company (the “Initial Options”). which grant shall be in the form of Exhibit B hereto (the “Initial Option Agreement”). The Initial Options shall have an exercise price equal to $2.04 per share. The exercise term of the Initial Options shall commence on the grant date and, unless earlier terminated, shall expire ten (10) years from the grant date. The Initial Options shall vest and become exercisable in equal monthly installments over a three year period commencing on January 1, 2017 if Employee remains employed through each applicable vesting date. Notwithstanding the preceding sentence, in the event the Employee’s employment is terminated by the Company other than for Cause or by the Employee for Good Reason, in either case within 6 months prior to or 12 months following a Change in Control, as defined below, all unvested options shall immediately vest and become exercisable as of the date of such termination (or Change of Control, if later). If Employee’s employment is terminated for any reason other than a termination by Employee without Good Reason, any vested Initial Options shall remain exercisable for one year after the Employee’s employment is terminated, and if Employee terminates employment without Good Reason, any vested Initial Options shall remain exercisable for 90 days after the Employee’s employment is terminated; provided, however, that (i) in the event the Employee’s employment is terminated by the Company for Cause, all of the Initial Options, whether vested or unvested, shall be immediately forfeited and (ii) in no event may the Initial Options be exercised after the expiration of the term of the Initial Options. The Initial Options shall be exercisable during the term in accordance with the terms of the Initial Option Agreement, The Initial Options shall be exercisable by delivery of an exercise notice in a form generally used by the Company from time to time, or in a manner and pursuant to such procedures as the Company may determine, which shall state the election to exercise the Initial Options, the number of shares with respect to which the Initial Options are being exercised, and such other representations and agreements as may be required by the Company. Payment of the exercise price and any required tax withholdings shall be by any of the following, or a combination thereof, at the election of the Employee: (a) cash; (b) check; or (c) the withholding of shares of Company common stock otherwise deliverable upon such exercise having a fair market value equal to the aggregate amount of such exercise price or tax withholding, as the case may be.
For purposes of this Section 4(f), a “Change in Control” shall be deemed to have occurred if: (i) any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, but excluding the Company or any subsidiary or affiliate, any employee benefit plan sponsored or maintained by the Company or any subsidiary or affiliate (including any trustee of such plan acting as trustee) and any Permitted Holder (as defined below), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then-outstanding securities, other than in connection with a merger, consolidation, recapitalization or reorganization of the Company; (ii) the consummation of a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, other than any such transaction that would result in at least 50% of the total voting power represented by the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned in approximately the same proportion by persons who together beneficially owned at least 50% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction; provided that, for purposes of this Section 4(f), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold is due solely to the acquisition of voting securities by the Company or such surviving entity or any subsidiary or affiliate of the Company or such surviving entity, by an employee benefit plan of the Company or such surviving entity or of any subsidiary or affiliate of the Company or such surviving entity, or by any Permitted Holder; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company, or the consummation of a sale or disposition by the Company of all or substantially all of its assets (or any transaction having a similar effect) other than to a company or entity controlled by the persons who controlled the Company immediately prior to such sale or disposition; or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, together with any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (ii) or (iii) above) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board. Notwithstanding anything to the contrary, the consummation of an acquisition or merger transaction between the Company and YP LLC or any of its affiliates that involves all or substantially all of the assets of YP LLC will be considered a Change in Control. “Permitted Holder” shall mean Mudrick Capital Management L.P., Verto Direct Opportunity LP. Boston Patriot Battery March St. LLC. P Mudrick LTD, Mudrick Distressed Opportunity Drawdown Fund LP. Mudrick Distressed Opportunity Drawdown Fund LP. Mudrick Distressed Opportunity Specialty Fund LP. Blackwell Partners LLC - Series A. Mudrick Distressed Opportunity Fund Global LP. Paulson Credit Opportunities Master LTD, Paulson & Co. Inc., Paulson Credit Opportunities Master LTD and their respective affiliates.
5. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:
(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Employee of termination due to Disability while the Employee remains Disabled. For purposes of this Agreement, “Disability” shall be defined as the Employee’s inability, as a result of physical or mental incapacity, to have performed the duties of his position for a period of six (6) consecutive months or for an aggregate of six (6) months in any twelve (12) consecutive month period. Any question as to whether Disability exists as to which the Employee and the Company cannot agree will be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each will appoint such a physician and those two physicians will select a third who will make such determination in writing. The determination of Disability made in writing to the Company and the Employee will be final and conclusive for all purposes of this Agreement.
(b) DEATH. Automatically upon the date of death of the Employee.
(c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “Cause” shall mean:
(i) the Employee’s willful misconduct with regard to the Company or his performance of his duties for the Company;
(ii) the Employee’s embezzlement or misappropriation of assets of the Company (not including a good faith dispute over expense reimbursements) or fraud against the Company:
(iii) the Employee’s conviction of, or guilty plea or plea of nolo contendere with respect to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude;
(iv) the Employee’s material breach of this Agreement or any applicable restrictive covenants;
(v) the Employee’s willful refusal to attempt in good faith to perform the Employee’s duties;
(vi) the Employee’s willful and material violation of the Company’s generally applicable policies, including but not limited to any employment handbook and ethics code, if such violation can reasonably be expected to have a material adverse effect on the Company’s business or reputation; or
(vii) the Employee’s willful and repeated failure to attempt to follow in good faith the lawful directives of the Board.
Provided, that with respect to any termination by reason of any of Sections 5(c)(iv) through 5(c)(vii), prior to the Employee’s termination, the Employee shall be given written notice detailing the specific Cause event, and he shall be entitled to a 30-day cure period following receipt of such notice, following which, if the Cause event in question is not cured, the Employee shall be terminated for Cause; provided, however, that the Board shall retain discretion over whether the Employee shall in any 12 month period receive additional opportunities to cure any such Cause event that is substantially the same as a previous occurrence in such 12 month period that was cured by the Employee.
(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).
(e) GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good Reason. “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Employee, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by the Employee to the Company of the occurrence of one of the reasons set forth below:
(i) material diminution in the Employee’s duties, authorities or responsibilities or reporting lines as set forth in Section 1(a) hereof (other than temporarily while physically or mentally incapacitated or as required by applicable law), provided, however, that implementation by the Board of its authority on hiring and firing as specified in Section 1(a) shall not be a violation of this clause (i);
(ii) material diminution in Base Salary or Target Bonus; or
(iii) the Company’s material breach of its obligations to the Employee under the Agreement.
The Employee shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, and actually terminate employment within 30 days following the expiration of the Company’s 30-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Employee.
(f) WITHOUT GOOD REASON. Upon 30 days’ prior written notice by the Employee to the Company of the Employee’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).
(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term set forth in Section 2 hereof.
6. CONSEQUENCES OF TERMINATION.
(a) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF THE EMPLOYEE’S NON-RENEWAL OF THE EMPLOYMENT TERM. If the Employee’s employment is terminated (x) by the Company for Cause, (y) by the Employee without Good Reason, or (z) as a result of the Employee’s non-renewal of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Employee the following (with the amounts due under Sections 6(a)(i) through 6(a)(iii) hereof to be paid within 60 days following termination of employment, or such earlier date as may be required by applicable law):
(i) any unpaid Base Salary through the date of termination;
(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;
(iii) any accrued but unused vacation time in accordance with Company policy;
(iv) except in the case of termination by the Company for Cause, any accrued unpaid bonus for the most recently completed year (or most recently completed period in the case of bonus plans covering periods shorter than a year) under the Company’s bonus plans; and
(v) all other payments, benefits or fringe benefits to which the Employee shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 6(a)(i) through 6(a)(v) hereof shall be hereafter referred to as the “Accrued Benefits”).
(b) TERMINATION WITHOUT CAUSE, FOR GOOD REASON, BY REASON OF THE EMPLOYEE’S DEATH OR DISABILITY, OR AS A RESULT OF THE COMPANY’S NON-RENEWAL OF THE EMPLOYMENT TERM. Except as provided in Section 6(c) hereof, if the Employee’s employment is terminated (v) by the Company other than for Cause, (w) by the Employee for Good Reason, (x) as a result of the Employee’s death, (y) as a result of the Employee’s Disability, or (z) as a result of the Company’s non-renewal of the Employment Term, as provided for in Section 2 hereof, the Company shall pay or provide the Employee (or his estate, as applicable) with the following, subject to the provisions of Section 22 hereof:
(i) the Accrued Benefits;
(ii) a pro-rated bonus for the year (or period in the case of bonus plans covering periods shorter than a year) in which your employment terminates, such bonus to be determined based on actual performance and consistent with senior executives who remain employed with the Company, and then prorated based on the number of calendar days of such year (or period) elapsed through the date your employment is terminated, payable at the same time as bonuses are paid to other senior executives for the year (or period); and
(iii) an amount equal to one times (IX) the sum of (a) Base Salary and (b) Target Bonus, which amount shall be paid in a lump sum promptly after termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 22 hereof), any such payment scheduled to occur during the first 60 days following the termination of employment shall not be paid until the first regularly scheduled pay period following the 60th day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Notwithstanding the foregoing, such payment shall in all events be paid prior to March 15 of the calendar year following the year of termination.
Payments and benefits provided in this Section 6(b) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
(c) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE IN CONTROL. If the Employee’s employment is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-renewal of the Employment Term, as provided for in Section 2 hereof, and in any such case, such termination occurs within the period starting six (6) months prior to a Change in Control and ending twelve (12) months following a Change in Control, Employee shall be entitled (without duplication) to (i) acceleration of the Initial Options and (ii) the payments and benefits described in Section 6(b), except that, solely in the case of an amount otherwise payable under Section 6(b)(iii), such amount shall be multiplied by 2 (i.e., an amount equal to 2 multiplied by the sum of Base Salary and Target Bonus, without duplication), and such amount shall be paid in a lump sum promptly after termination, subject to the same payment timing procedures as described in Section 6(b)(iii), provided that, if the termination is prior to the Change in Control, the amount over the amount in Section 6(b) shall be paid promptly after the Change in Control.
(d) OTHER OBLIGATIONS. Upon any termination of the Employee’s employment with the Company, the Employee shall promptly resign from any position as an officer, director or fiduciary of any Company-related entity.
(e) EXCLUSIVE REMEDY. The amounts payable to the Employee following termination of employment and the Employment Term hereunder pursuant to Sections 5 and 6 hereof shall be in full and complete satisfaction of the Employee’s rights under this Agreement and any other claims that the Employee may have in respect of the Employee’s employment with the Company or any of its affiliates, and the Employee acknowledges that such amounts are fair and reasonable, and are the Employee’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Employee’s employment hereunder or any breach of this Agreement.
7. RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Employee delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached as Exhibit A hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within 60 days following termination.
8. RESTRICTIVE COVENANTS.
(a) CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the Employee has had and will continue to have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Employee agrees that the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s duties and for the benefit of the Company as determined in good faith by the Employee, either during the period of the Employee’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its subsidiaries’ and affiliates part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Employee: (ii) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any representative of the Employee: (iii) was known to the Employee prior to his employment with the Company (the Company acknowledging that the Employee has had extensive experience in the Company’s industry); or (iv) the Employee is required to disclose by applicable law, regulation or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).
(b) NONCOMPETITION. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (iv) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment Accordingly, during the Employee’s employment hereunder and for a period of six (6) months thereafter (the “Noncompete Period”), the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or otherwise engage in conduct that interferes or conflicts with the Employee’s duties to the Company or creates a potential business or fiduciary conflict. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than three percent (3%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates or through a private equity, venture capital or other commingled fund, so long as the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.
(c) NONSOLICITATION; NONINTERFERENCE. During the Employee’s employment with the Company and for a period of one (1) year thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity. (A) solicit, aid or induce any employee, representative or agent of the Company or any of its subsidiaries or affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its subsidiaries or affiliates and any of their respective vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 8(c) while so employed or retained and for a period of six (6) months thereafter. The foregoing shall not be violated by general advertising not targeted at the Company’s employees, representatives or agents, serving as a reference upon request, or utilizing representatives or agents that serve multiple entities (provided that such utilization does not interfere with the Company’s relationships).
(d) INVENTIONS. (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product, whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to or improved with the use of any Company resources and/or within the scope of the Employee’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties with the Company or on the Employee’s own time, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon (the “Inventions”). The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee irrevocably conveys, transfers and assigns to the Company the Inventions and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to the Employee from the Company, but at the Company’s expense. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit all without additional compensation to the Employee from the Company, but at the Company’s expense.
(ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company,
(e) RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to any Company provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Employee may retain the Employee’s rolodex and similar address books provided that such items only include contact information.
(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 8 hereof. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that the Employee is subject to the constraints in Section 8(b) hereof, the Employee will provide a copy of the relevant provisions of this Agreement (including, without limitation, this Section 8) to such entity. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 8. It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 8. The Company acknowledges that, to the extent it has an obligation to pay an amount for the restrictions in Section 8(b) hereof to be valid, if it does not timely pay such amounts it will not try to assert such restrictive covenants and further, when the restrictive covenants do not apply, it shall not try to assert inevitable disclosure of Confidential Information to prevent the Employee’s activities.
(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8 is excessive in duration or scope or is unreasonable or unenforceable under applicable law. it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.
(h) TOLLING. In the event of any actual violation of the provisions of this Section 8, the Employee acknowledges and agrees that the applicable post-termination restrictions contained in this Section 8 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
(i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 8 and 9 hereof shall survive the termination or expiration of the Employment Term and the Employee’s employment with the Company and shall be fully enforceable thereafter.
9. COOPERATION. Upon the receipt of reasonable notice from the Company (including outside counsel), the Employee agrees that while employed by the Company and thereafter, the Employee will reasonably respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will reasonably assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Employee’s employment with the Company (collectively, the “Claims”). The foregoing shall not apply to any matter between the Company and the Employee. The Employee also agrees to promptly inform the Company (to the extent that the Employee is legally permitted to do so) if the Employee is asked to assist in any investigation of the Company or its affiliates (or their actions) or another party attempts to obtain information or documents from the Employee (other than in connection with any litigation or other proceeding in which the Employee is a party-in-opposition) with respect to matters the Employee believes in good faith to relate to any investigation of the Company or its affiliates related to his employment period, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Employee shall not communicate with anyone (other than the Employee’s attorneys and tax and. or financial advisors and except to the extent that the Employee determines in good faith is necessary in connection with the performance of the Employee’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates that is a Claim without giving prior written notice to the Company or the Company’s counsel. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Employee in complying with this Section 9. Any cooperation by the Employee shall take due regard of his other commitments and shall be scheduled at a time and location that will reasonably limit the inconvenience to him.
10. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 8 or Section 9 hereof would be inadequate and in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages.
11. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 11 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly in writing assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.
12. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Employee:
At the address (or to the facsimile number) shown in the books and records of the Company.
If to the Company:
Dex Media, Inc.
2200 West Airfield Drive
Dallas-Fort Worth Airport, Texas 75261
Attention: General Counsel
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
13. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.
14. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.
15. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
16. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement or the Employee’s employment with the Company, other than injunctive relief under Section 10 hereof, shall be settled exclusively by arbitration, conducted before a single arbitrator in Maryland in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The parties acknowledge and agree that in connection with any such arbitration, to the extent that the Employee prevails in said arbitration (as determined by the arbitrator), the Company shall pay all of the Employee’s costs and expenses, including, without limitation, reasonable legal fees and expenses promptly upon presentation of invoices, but in any event by March 15 of the calendar year after the award of fees by the arbitrator.
17. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the Employee harmless (including advancement of legal fees) to the extent provided under the By-Laws of the Company (as are currently in effect) against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Employee’s good faith performance of the Employee’s duties and obligations with the Company. This obligation shall survive the termination of the Employee’s employment with the Company.
18. LIABILITY INSURANCE. The Company shall cover the Employee under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.
19. GOVERNING LAW. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to its choice of law provisions).
20. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
21. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder.
22. TAX MATTERS.
(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(b) SECTION 409A COMPLIANCE.
(i) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) or be exempt therefrom and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. The Employee acknowledges and agrees that the Company makes no representations with respect to the application of Code Section 409A or any other tax consequences to any payments hereunder.
(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from Service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 22(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year.
(iv) For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
COMPANY | ||
By: | ||
Name: | Debra M. Ryan | |
Title: | EVP–HR | |
EMPLOYEE | ||
Joseph Walsh | ||
Joe Walsh |
EXHIBIT A
GENERAL RELEASE
I. , in consideration of and subject to the performance by Dex Media, Inc. (together with its subsidiaries, the “Company”), of its obligations under the Amended and Restated Employment Agreement dated as of September 26, 2016 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and, in their capacity related to the Company, all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
1. I understand that any payments or benefits paid or granted to me under Section 6 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 6 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.
2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly or by implication survive the termination of my employment with the Company. I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991: the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law. or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).
3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.
4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967, as amended which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967, as amended).
5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay. front pay, and any form of injunctive relief Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates.
6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.
7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
8. I hereby acknowledge that Sections 6 through 12, 16 through 20 and 22 of the Agreement shall survive my execution of this General Release.
9. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.
10. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.
11. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
1. | I HAVE READ IT CAREFULLY: |
2. | I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT AC! OF 1967. AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964. AS AMENDED: THE EQUAL PAY ACT OF 1963. THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. AS AMENDED: |
3. | I VOLUNTARILY CONSENT TO EVERYTHING IN IT; |
4. | I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION; |
5. | I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL- OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD; |
6. | I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; |
7. | I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND |
8. | I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME. |
SIGNED: | DATED: |
EXHIBIT B
[insert Initial Option Agreement]
DEX MEDIA, INC.
STOCK OPTION AGREEMENT
GRANT DATE: September 26, 2016
Joe Walsh
c/o Dex Media, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, TX 75261
Dear Joe:
This letter agreement (the “Agreement”) sets forth the terms and conditions of the stock option granted to you on September 26, 2016 by Dex Media, Inc. (the “Company”), in accordance with the provisions of its 2016 Stock Incentive Plan (the “Plan”).
Your Option (as such term is defined in paragraph 1 below) is subject to the terms and conditions set forth in the Plan, any rules and regulations adopted by the Board of Directors of the Company or the committee of the Board which administers the Plan (collectively, the “Committee”), and this Agreement, This grant is only effective if you sign and return to the Company a copy of this Agreement evidencing your agreement with the terms and conditions of your Option. Any terms used in this Agreement and not defined have the meanings set forth in the Plan.
1. | Option Grant |
You have been granted an option (the “Option”) to purchase 5,000,000 shares of the Company’s Common Stock (“Common Stock”). The Option is a “non-qualified stock option” and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
2. | Exercise Price |
The price at which you may purchase the shares of Common Stock covered by the Option is $2.04 per share.
3. | Term of Option |
Your Option expires in all events on September 26, 2026 (the “Option Expiration Date”). However, your Option may terminate prior to the Option Expiration Date as provided in paragraph 7 of this Agreement upon the occurrence of one of the events described in that paragraph. Regardless of the provisions of paragraph 7, in no event can your Option be exercised after the Option Expiration Date.
4. | Exercisability of Option |
(a) Unless it becomes exercisable on an earlier date as provided in paragraph 7 or 11 below, your Option will become exercisable in equal monthly installments over a three year period beginning on January 1, 2017, provided that you continue to provide service to the Company or one of its Affiliates on each such date.
(b) To the extent your Option has become exercisable, you may exercise the Option to purchase all or any part of such shares at any time on or before the date the Option expires or terminates. You may only purchase a whole number of shares.
5. | Manner of Exercise |
You may exercise your Option by giving written notice to the Company (on the Exercise Agreement attached hereto as Exhibit A or any other form acceptable to the Company) of the number of shares of Common Stock desired to be purchased. The notice must be hand delivered or mailed to the Company at its headquarters office (currently 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX 75261); Attention: Deb Ryan, EVP – Chief Human Resources Officer. The notice must be accompanied by tender in full of the exercise price, in cash (including check, bank draft, money order, or wire transfer to the order of the Company). You may also exercise your Option by payment of the exercise price in shares of Common Stock, by delivery of the documents necessary to arrange for payment of the exercise price by means of a broker-assisted cashless exercise, or by a net share exercise, subject to the terms and conditions set forth in paragraphs 6(a), 6(b) and 6(c) below. Except as provided in paragraph 8 below, your Option will be deemed exercised on the date the Exercise Agreement or other notice of exercise acceptable to the Company (with accompanying payment of the exercise price) is hand delivered or, if mailed, postmarked.
The shares of Common Stock you will receive upon exercise of your Option may consist of authorized but unissued shares or treasury shares of the Company, as determined from time to time by the Company’s Board of Directors.
6. | Satisfaction of Exercise Price other than with Cash |
(a) Payment in Common Stock. If the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded at the time of your exercise, your Option may be exercised by the delivery of shares of Common Stock which you have owned for at least six months. Such shares will be valued at their Fair Market Value (as defined in the Plan) at the close of trading on the date of exercise. The stock certificates for the shares you deliver in payment of the exercise price must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name may be delivered. Only whole shares may be delivered. Any portion of the exercise price in excess of the fair market value of a whole number of shares must be paid in cash. If a certificate delivered in exercise of your Option evidences more shares than are needed to pay the exercise price, an appropriate replacement certificate will be issued to you for the excess shares.
(b) Broker-Assisted Cashless Exercise. If the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded at the time of your exercise, you may exercise your Option by executing and delivering the documents necessary to irrevocably authorize a broker acceptable to the Company to sell shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any required tax withholding resulting from such exercise.
(c) Net Share Exercise. You may exercise your Option by delivering to the Company a written exercise notice (on the Exercise Agreement attached hereto as Exhibit A or any other form acceptable to the Company) that directs the Company to withhold a sufficient number of the shares of Common Stock acquired upon exercise to satisfy the aggregate exercise price and tax withholding obligation with respect to the shares of Common Stock to which the Option is being exercised. For purposes of this provision, the shares of Common Stock applied to satisfy the exercise price and withholding obligation shall be valued in the same manner as provided under paragraph 6(a).
7. | Termination of Employment or Other Service With the Company |
(a) General. Except as otherwise provided by the terms of an employment agreement with the award holder, the following rules apply to your Option in the event of your death, disability, retirement, or other termination of service.
(i) | Termination for Reasons Other than Cause, or Voluntary Termination Without Good Reason. If your service with the Company terminates for any reason other than termination for Cause, or by you without Good Reason, your Option will terminate one year after such termination of service or, if earlier, the Option Expiration Date. Following the termination of your service, no additional portions of your Option will become exercisable (except as provided for in clause (iv) below), and your Option will be exercisable only with respect to the number of shares which you were entitled to purchase on the date of the termination of your service. |
(ii) | Voluntary Termination Without Good Reason. If you terminate your service with the Company without Good Reason, your Option will terminate 90 days following such termination of employment or service with the Company, or, if earlier, the Option Expiration Date. Following the termination of your service, no additional portions of your Option will become exercisable, and your Option will be exercisable only with respect to the number of shares which you were entitled to purchase on the date of the termination of your service. |
(iii) | Termination for Cause. If your service with the Company is terminated for Cause, your Option, whether vested or unvested, will immediately terminate. |
(iv) | Termination without Cause or for Good Reason in Connection with a Change in Control. If your service with the Company is terminated by the Company without Cause or by you for Good Reason in either case within 6 months prior to or 12 months following a Change in Control, all unvested Options shall immediately vest and become exercisable as of the date of such termination of service (or Change in Control, if later). Your Option will terminate one year following such termination of service (or Change in Control, if later), or, if earlier, the Option Expiration Date. |
(b) Adjustments by the Committee. The Committee may, in its discretion, exercised before or after your termination of service with the Company, declare all or any portion of your Option immediately exercisable and/or permit all or any part of your Option to remain exercisable for such period designated by it after the time when the Option would have otherwise terminated as provided in the applicable portion of paragraph 7(a), but not beyond the expiration date of your Option as set forth in paragraph 3 above.
(c) Determinations. The date and circumstances of your termination of your service with the Company and the occurrence of a Change of Control shall be determined in accordance with the requirements and procedures set forth in your employment agreement with the Company or, if you are not then party to an employment agreement with the Company, in accordance with the terms of the Plan.
8. | Restrictions on Option Exercise |
(a) At the time of exercise of your Option, you will be required to execute appropriate documents making you subject to the Stockholder’s Agreement which, among other things, provides for certain restrictions on the transfer of Common Stock. All of the terms of the Stockholder’s Agreement are incorporated herein by reference. Notwithstanding the provisions of the Stockholder’s Agreement, the Company agrees that: (i) in connection with the exercise of drag or tag rights under the Stockholder’s Agreement, you cannot be required, without your consent, to agree to restrictive covenants more onerous to you than those contained in your employment agreement with the Company; (ii) you will be entitled to piggyback registration rights in connection with the exercise of demand registration rights under the Stockholder’s Agreement; and (iii) your use of the Company’s confidential information to the extent permitted under your employment agreement with the Company will not violate the confidentiality restrictions set forth in the Stockholder’s Agreement.
(b) Without limitation of the Stockholder’s Agreement, if at the time of exercise, the Company has not had an initial public offering, then, as a condition to the exercise of your Option, you will be required to agree that the shares acquired upon exercise of your Option will be subject to such restrictions on disposition (“lock-up” provisions) as may be imposed on such shares by the Company’s underwriters in connection with the Company’s initial public offering, not to exceed 180 days.
(c) Even though your Option is otherwise exercisable, your right to exercise the Option will be suspended if the Committee or the Company determines that your exercise of the Option would violate applicable laws or regulations. The suspension will last until the exercise would be lawful. Any such suspension will extend the period during which your Option may be exercised but will in no event extend the term of your Option. The Company has no obligation to register the Common Stock under federal or state securities laws.
(d) Even though your Option is otherwise exercisable, the Committee or the Company may refuse to permit such exercise if it determines, in its discretion, that any of the following circumstances is present:
(i) |
the shares to be acquired upon such exercise are required to be registered or qualified under any federal or state securities law, or to be listed on any securities exchange or quotation system, and such registration, qualification, or listing has not occurred; |
(ii) | the consent or approval of any government regulatory body is required and has not been obtained; |
(iii) | the satisfaction of withholding tax is required and has not occurred; |
(iv) | representations by you or other information is necessary or desirable in order to comply with any federal or state securities laws or regulations, and you have not provided such representations or information; or |
(v) | an agreement by you with respect to the disposition of shares to be acquired upon exercise of your Option is necessary or desirable in order to comply with any federal or state securities laws or regulations, or is required by the terms of this Agreement, and you have not executed such agreement. |
(e) In any of the circumstances described in this paragraph 8, the Committee or the Company may act either before or within ten (10) business days after your delivery of a notice of exercise, in which case your attempted exercise will have no effect.
(f) The Company will take commercially reasonable steps to remedy the circumstances described in Sections 8(d)(i) or (ii), and the period during which your Option may be exercised will be extended for the period of time required to remedy such circumstance but in no event beyond the term of your Option.
9. | Income Tax Withholding |
In connection with the exercise of your Option, you will be required to pay, or make other arrangements satisfactory to the Committee, to satisfy any applicable withholding tax liability, which may include net share exercise as provided in Section 6(c). If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Committee, the Company shall have the right to withhold the required amount from your salary or other amounts payable to you.
10. | Non-transferability of Option |
The Option granted to you by this Agreement may be exercised only by you, and may not be assigned, pledged, or otherwise transferred by you, with the exception that in the event of your death the Option may be exercised (at any time prior to its expiration or termination as provided in paragraphs 3 and 7) by the executor or administrator of your estate or by a person who acquired the right to exercise your Option by bequest or inheritance or by reason of your death.
11. | Change in Control |
Upon a Change in Control of the Company, the Board may take such action as it in its sole discretion deems appropriate to (i) accelerate the time when awards vest and/or may be exercised, (ii) cash out outstanding awards at or immediately prior to the date of such event (by payment of the amount, if any, by which the Fair Market Value of the Common Stock at the time exceeds the exercise price of the award of Options), (iii) provide for the assumption of outstanding awards by surviving, successor or transferee corporations, and/or (iv) provide that Options shall vest and be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised Options shall terminate.
The term “Change in Control” as used in this Agreement shall mean: (i) a Change in Control (as defined in the Plan); or (ii) the consummation of an acquisition or merger transaction between the Company and YP LLC or any of its affiliates that involves all or substantially all of the assets of YP LLC will be considered a Change in Control.
12. | Adjustment in Certain Events |
In the event of specified changes in the Company’s capital structure, the Board of Directors shall make appropriate adjustment in the number and kind of shares authorized by the Plan, and the number, exercise price and kind of shares covered by outstanding awards to the extent necessary to preserve the economic intent of such award. This Agreement will continue to apply to your Option as so adjusted.
13. | No Guarantee of Continued Service |
The grant of this Option does not constitute an assurance of continued service for any period or in any way interfere with the Company’s right to terminate your service or to change the terms and conditions of your service.
14. | Notices |
Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal office to the attention of Deb Ryan, EVP – Chief Human Resources Officer, and to you at the address reflected or last reflected on the Company’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed and addressed envelope, registered or certified, and deposited (postage and registry or certification fee prepaid) in a government post office of mailbox or sent by nationally recognized overnight courier. Any such notice shall be given only when received, but if you are no longer employed by the Company or providing services to it, shall be deemed to have been duly given five (5) business days after the date mailed in accordance with this paragraph 14 (or, if sent for overnight delivery by a nationally recognized overnight courier, on the next business day).
15. | Plan |
The Option and all of your rights under this Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. You agree to be bound by the terms of the Plan and this Agreement. You acknowledge having read the Plan and this Agreement.
16. | Administration |
The Committee has the sole power to interpret the Plan and this Agreement and to act upon all matters relating to Options granted under the Plan. Any decision, determination, interpretation, or other action taken pursuant to the provisions of the Plan by the Committee shall be final, binding, and conclusive.
17. | Entire Agreement; Amendment |
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.
The Committee may from time to time amend the terms of this grant or the rules and regulations governing this grant in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent.
The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this Option.
18. | Effect of this Agreement |
This Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company.
19. | Governing Law; Arbitration; Severability; Miscellaneous |
(a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law principles thereof that would give effect to the law of another state.
(b) Construction. The language of all parts of the Plan and this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.
(c) Limited Rights. You shall have no rights as a stockholder of the Company with respect to the Option. Your rights with respect to the shares of Common Stock delivered upon exercise of your Option after the date of such issuance are subject to the terms and conditions set forth herein.
(d) Severability. If it is determined that any portion of this Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Agreement or the Plan, as applicable, that violate such statute or public policy shall be stricken, and all portions of this Agreement and the Plan that do not violate any statute or public policy shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.
(e) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(f) Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
(g) Death or Disability. References herein to obligations applicable to you as an optionee (excluding, for purposes of clarity, the requirement that all services that are a precondition to vesting and exercisability of the Option be performed by you) shall include references to your beneficiary or personal representative if you die or become incapacitated.
(h) Further Assurances. Each of the parties hereto shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.
20. | Data Privacy |
You expressly consent to the collection, use and transfer, in electronic or other form, of your personal data by and among the Company, its subsidiaries and affiliates, and any broker or third party assisting the Company in administering the Plan or providing recordkeeping services for the Plan, for the purpose of implementing, administering and managing participation in the Plan. You expressly waive any data privacy rights you may have with respect to such information.
This Agreement contains the formal terms and conditions of your award and accordingly should be retained in your files for future reference. Please sign below to evidence your acceptance of this Option on the terms and conditions set forth in this Agreement, and return a signed copy of this Agreement to Deb Ryan, EVP – Chief Human Resources Officer, at the Company’s Dallas headquarters.
Very truly yours, | ||
DEX MEDIA, INC. | ||
By: | ||
Name: | ||
Title: |
ACCEPTANCE OF OPTION:
I have read, understand, and agree to the terms and provisions of this Option, including without limitation, the restrictions on my right to exercise the Option (set forth in paragraph 8).
(signature of employee) | |
Joseph Walsh | |
(print name) |
Exhibit 10.2
Final Version
Dex Media, Inc.
2016 Stock Incentive Plan
SECTION 1. Purpose
1.1 The purposes of the Dex Media, Inc. 2016 Stock Incentive Plan (the “Plan”) are to enable Dex Media, Inc. (the “Company”) to attract, retain and reward its employees, officers, directors, consultants and advisors, and to encourage such persons to put forth maximum efforts for the growth and success of the Company by offering them an equity interest in the Company.
SECTION 2. Types of Awards
2.1 Awards under the Plan shall be in the form of Incentive Options, Non- Qualified Options, Stock Appreciation Rights, Restricted Stock and/or Restricted Stock Units (as such terms are defined below).
SECTION 3. Definitions
3.1 Whenever used herein the following terms shall have the following meanings, respectively:
(a) “Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Company.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Cause” shall mean, except as otherwise specified by the terms of an employment agreement with the award holder or an award agreement evidencing an award under this Plan, conduct amounting to (1) fraud or dishonesty against the Company; (2) an award holder’s willful misconduct, repeated refusal or failure to follow the reasonable directions of the Company or the award holder’s direct supervisor, or knowing violation of law in the course of performance of the duties owed by an award holder to the Company; (3) repeated intoxication with alcohol or drugs while on the Company’s premises during regular business hours; (4) a conviction of or plea of nolo contendere to a felony or a crime involving dishonesty; or (5) a material breach or material violation of the terms of any employment or other agreement to which an award holder and the Company are parties.
(d) “Change in Control” shall have the meaning set forth in Section 14 of the Plan.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
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(f) “Committee” shall mean the committee of the Board designated by the Board to administer the Plan, or if no committee is designated, and in any case with respect to awards to non-employee directors, the entire Board. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required by applicable law.
(g) “Common Stock” shall mean the Company’s Common Stock, par value $0.01.
(h) “Company” shall mean Dex Media, Inc., a Delaware corporation, and its successors.
(i) “Disability” shall, with respect to a particular award holder, have the definition provided in the award holder’s agreement, or in the absence of such a definition, in an employment agreement between the award holder and the Company or its Affiliates, or in the absence of either such definition, “Disability” shall mean that the award holder is unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death of can be expected to last for a continuous period of not less than 12 months. The determination of whether an award holder has a Disability shall be determined under procedures established by the Committee.
(j) “Effective Date” shall have the meaning set forth in Section 17 of the Plan.
(k) “Employee” shall mean an employee of the Company or of any Affiliate of the Company.
(l) “Exchange Act” shall have the meaning set forth in Section 14.3(a).
(m) “Fair Market Value” of the Common Stock on any date shall mean the value determined in good faith by the Committee, by formula or otherwise; provided, however, that unless the Committee determines to use a different measure:
(i) If the Common Stock is readily tradable on an established securities market (as determined for purposes of Section 409A), its Fair Market Value shall be the closing sales price for such stock (on such established securities market as is determined by the Board to be the primary market for Common Stock) on the date in question (or if shares of Common Stock were not traded on such date, then on the next preceding trading day on which a sale of Common Stock occurred); and
(ii) If the Common Stock is not readily tradable on an established securities market, its Fair Market Value shall be determined in accordance with Section 409A.
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(n) “Good Reason” shall mean, except as otherwise specified by the terms of an employment agreement with the award holder or an award agreement evidencing an award under this Plan, without the award holder’s consent:
(i) a material diminution in the award holder’s base salary;
(ii) a material change in the geographic location of the award holder’s principal place of employment that increases the distance from the award holder’s place of residence to place of employment by more than 50 miles; or
(iii) if the award holder is a party to an employment agreement with the Company or one of its Affiliates, a material breach by the Company or an Affiliate of such agreement;
provided, however, that in the case of the definition of Good Reason enumerated in clauses (i) – (iii), in order to satisfy such definition: (a) the award holder must provide notice to the Company (or the Affiliate that employs or retains the award holder) of the condition described in (i) – (iii) above within 90 days of the initial existence of the condition; (b) the Company must be provided 30 days after receipt of such notice to remedy the condition and fail to do so; and (c) the award holder must terminate his or her Relationship within 150 days after the initial existence of the condition.
(o) “Incentive Option” shall mean a Stock Option granted under the Plan which both is designated as an Incentive Option and qualifies as an incentive stock option within the meaning of Section 422 of the Code.
(p) “Non-Qualified Option” shall mean a Stock Option granted under the Plan which either is designated as a Non-Qualified Option or does not qualify as an incentive stock option within the meaning of Section 422 of the Code.
(q) “Optionee” shall mean any person who has been granted a Stock Option under the Plan or who is otherwise entitled to exercise a Stock Option.
(r) “Option Period” shall mean, with respect to any portion of a Stock Option, the period after such portion has become exercisable and before it has expired, terminated or been forfeited.
(s) “Permitted Holder” shall have the meaning set forth in Section 14.3.
(t) “Plan” shall mean this Dex Media, Inc. 2016 Stock Incentive Plan, as may be amended from time to time.
(u) “Qualified Public Offering” shall mean the initial underwritten public offering of the Company’s equity securities, which has been made pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.
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(v) “Relationship” shall mean the status of employee, officer, director, consultant, independent contractor or advisor of the Company or any Affiliate of the Company.
(w) “Restricted Stock” shall mean an award described in Section 10 of the Plan.
(x) “Restricted Stock Unit” or “RSU” shall mean an award described in Section 11 of the Plan.
(y) “Section 409A” shall mean Section 409A of the Code.
(z) “Securities Act” shall mean the Securities Act of 1933, as amended.
(aa) “Stock Appreciation Right” shall mean an award described in Section 9 of the Plan.
(bb) “Stock Option” shall mean an Incentive Option or a Non-Qualified Option.
(cc) “Stockholders’ Agreement” shall mean the Stockholders Agreement by and among the Company and its shareholders as in effect from time to time and as may be amended from time to time.
SECTION 4. Administration
4.1 The Plan shall be administered by the Committee. Notwithstanding anything to the contrary contained herein, only the Board shall have authority to grant awards to non-employee directors and to amend and interpret such awards.
4.2 The Committee shall have the following authority and discretion with respect to awards under the Plan: to grant and amend awards to eligible persons under the Plan; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable; to interpret the terms and provisions of the Plan and any award granted under the Plan; and to make all factual and other determinations necessary or advisable for the administration of the Plan. In particular, and without limiting its authority and powers, the Committee shall have the authority and discretion:
(a) to determine eligibility and select the persons to whom awards will be granted from among those eligible;
(b) to determine the number of shares of Common Stock to be covered by each award granted hereunder subject to the limitations contained herein;
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(c) to determine the terms and conditions of any award granted hereunder, including, but not limited to, any vesting or other restrictions based on such continued employment, performance objectives, compliance with any restrictive covenants and such other factors as the Committee may establish, and to determine whether the performance objectives and other terms and conditions of the award have been satisfied;
(d) to determine the treatment of awards upon an Employee’s retirement, Disability, death, termination for Cause, termination for Good Reason or other termination of employment or upon a non-Employee award holder’s termination of Relationship;
(e) with respect to amounts equal to the amount of any dividends declared with respect to the number of shares covered by an award, to determine one or more of the following: (i) that such amounts will be paid to the award holder currently, (ii) that such amounts will be deferred and deemed to be reinvested (with such deemed investment earnings as may be determined by the Committee), (iii) that such amounts will be paid upon satisfaction of vesting requirements, and/or (iv) that the award holder has no rights with respect to such dividends, in each case, subject to any restrictions imposed by Section 409A;
(f) to determine, subject to any limitations imposed under Section 409A, whether, to what extent, and under what circumstances Common Stock and other amounts payable with respect to an award will be deferred either automatically or at the election of an award holder, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period;
(g) to amend the terms of any award, prospectively or retroactively; provided, however, that except as provided in Section 16.4 of the Plan, no amendment shall impair the rights of the award holder without his or her written consent; and further provided that the Committee shall give due consideration to the accounting and Section 409A consequences prior to any amendment;
(h) subject to any restrictions imposed by Section 409A, to substitute new Stock Options for previously granted Stock Options, or for options granted under other plans or agreements, in each case including previously granted options having higher exercise prices;
(i) to determine pursuant to a formula or otherwise the Fair Market Value of the Common Stock on a given date;
(j) subject to any restrictions imposed by Section 409A and in addition to any applicable terms of the Stockholders’ Agreement, to provide that the shares of Common Stock received upon exercise of a Stock Option or otherwise under the Plan shall be subject to a right of repurchase by the Company and/or a right of first refusal, in each case subject to such terms and conditions as the Committee may specify;
(k) to adopt one or more sub-plans consistent with the Plan containing such provisions as may be necessary or desirable to enable awards under the Plan to comply with the laws of other jurisdictions and/or qualify for preferred tax treatment under such laws; and
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(l) to delegate such administrative duties as it may deem advisable to one or more of its members or to one or more Employees or agents.
4.3 Notwithstanding anything to the contrary contained herein (including without limitations Section 4.2 of the Plan), the duly appointed officers of the Company shall have the authority, in their discretion, to grant awards under the Plan to one or more Persons eligible under the Plan (other than any Persons whose compensation is otherwise required to be approved by the Committee pursuant to the Company’s governance documents), subject to applicable law and the terms, conditions and limitations otherwise contained in the Plan, including without limitation the maximum number of shares of Common Stock that may be issued under the Plan; provided, however, that in no case may any such officer of the Company grant an award to himself or herself.
4.4 All determinations and interpretations made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding on all persons, including the Company, award holders, and any other persons who may have an interest in an award under the Plan. Determinations by the Committee under the Plan relating to the form, amount, and terms and conditions of awards need not be uniform, and may be made selectively among persons who receive or are eligible to receive awards under the Plan, whether or not such persons are similarly situated.
4.5 The Committee shall act either by a majority of its members at a meeting (present in person or participating by conference telephone) or by unanimous written consent.
4.6 No member of the Board or the Committee, nor any officer or Employee of the Company or any of its Affiliates acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made with respect to the Plan or any award hereunder. The Company shall indemnify all members of the Board and the Committee and all such officers and Employees acting on their behalf, to the extent permitted by law, from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such persons’ duties, responsibilities and obligations under the Plan. Notwithstanding the foregoing provisions of this Section 4.6, the Company shall not indemnify any person from or on account of any acts or omissions of such person finally adjudged to be intentional misconduct or knowing violations of law by such person or from or on account of any transaction with respect to which it is finally adjudged that such person personally received a material benefit in money, property or services to which such person was not legally entitled.
SECTION 5. Stock Subject to Plan
5.1 The total number of shares of Common Stock which may be issued under the Plan shall be 11,100,000, of which no more than 11,100,000 shares may be issued upon the exercise of Incentive Options (both of these limits subject to adjustment as provided in Section 5.3). Such shares may consist of authorized but unissued shares or shares that have been issued and reacquired by the Company. The exercise of Stock Appreciation Rights for cash or the payment of any award in cash shall not count against this share limit.
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In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company or an Affiliate of property or stock of an entity, the Company may assume awards granted by such entity or grant Stock Options or other awards in substitution for awards granted by such entity or an affiliate thereof, and such assumed or substituted awards shall not count against the share limit under this Plan.
5.2 To the extent (i) a Stock Option is surrendered for cash or terminates without having been exercised, (ii) shares received upon exercise of a Stock Option are forfeited, (iii) shares of Restricted Stock are forfeited, (iv) an award terminates without the holder having received shares in payment of the award, (v) shares awarded are forfeited, or (vi) shares received under the Plan are repurchased by the Company at or below the price paid by the award holder, the shares subject to such award shall again be available for distribution in connection with future awards under the Plan. Shares of Common Stock equal in number to the shares surrendered in payment of the exercise price of Stock Options, and shares of Common Stock which are withheld in order to satisfy federal, state or local tax liability, shall not count against the above limit, and shall again be available for awards under the Plan.
5.3 In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the Plan, the exercise price of Stock Options and the maximum number of shares of Common Stock subject to awards stated in Section 5.1 of the Plan will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of such award. In the case of adjustments made pursuant to this Section 5.3, the Committee shall: (i) in the case of Incentive Stock Options, ensure that any adjustments under this Section 5.3 will not constitute a modification, extension or renewal of the Incentive Options within the meaning of Section 424(h)(3) of the Code, unless the Committee specifically determines that such adjustment is in the best interests of the Company or its Affiliates, and (ii) in the case of Non-Qualified Options, ensure that any adjustments under this Section 5.3 will not constitute a modification of such Non-Qualified Options within the meaning of Section 409A.
The Board’s determination as to which adjustments shall be made under this Section 5.3 and the extent thereof shall be made with due regard for the accounting and Section 409A consequences, and shall be final, binding and conclusive.
SECTION 6. Eligibility
6.1 The persons who are eligible for awards under the Plan are all Employees, officers, directors, consultants, and advisors of the Company or of any of its Affiliates, except that (i) only Employees may be granted Incentive Stock Options, and (ii) Stock Options and Stock Appreciation Rights that are not subject to the fixed date requirements of Section 409A may be granted only to Employees, officers, directors, consultants, or advisors of the Company or of an Affiliate at least 50% of whose common stock or equivalent ownership interests is directly or indirectly owned by the Company. Award recipients under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, except as otherwise permitted by Section 4.3 of the Plan. Any consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Affiliates, as applicable, in a capital raising transaction or as a market maker or promoter of that entity’s securities) to the Company or one of its Affiliates shall be eligible for awards under the Plan; provided, however, that any advisor or consultant may be eligible for awards under the Plan only if such person’s participation in the Plan would not adversely affect the Company’s ability to rely on the Rule 701 exemption from registration under the Securities Act, for the offering of shares issuable under the Plan by the Company, or the Company’s compliance with any other applicable laws.
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SECTION 7. Non-Qualified Options
7.1 Subject to the following provisions, Non-Qualified Options awarded under the Plan shall be in such form and shall have such terms and conditions as the Committee may determine:
(a) Exercise Price. The exercise price per share of Common Stock purchasable under a Non-Qualified Option shall not be less than the Fair Market Value of the Common Stock on the date of the award of the Stock Option and not less than the par value of the Common Stock.
(b) Option Term. The term of each Non-Qualified Option shall be fixed by the Committee; provided, however, that no Non-Qualified Option shall have a term in excess of ten years.
(c) Exercisability and Vesting. Non-Qualified Options shall be exercisable and shall vest at such time or times and subject to such terms and conditions as shall be determined by the Committee. The Committee may impose different schedules for exercisability and vesting. In addition, the Committee may permit Non-Qualified Options to be exercised for Restricted Stock. The Committee may waive any exercise or vesting provisions contained in an award or accelerate the exercisability or vesting of the Non-Qualified Option at any time in whole or in part.
(d) Method of Exercise. Non-Qualified Options may be exercised in whole or in part at any time during the Option Period by giving the Company notice of exercise in the form approved by the Committee (which may be written or electronic) specifying the number of shares to be purchased, accompanied by payment of the aggregate exercise price for such shares. Payment of the exercise price shall be made in such manner as the Committee may provide in the award, which may include (i) cash (including cash equivalents), (ii) delivery (either by actual delivery of the shares or by providing an affidavit attesting to the ownership of the shares together with such supporting documentation as the Committee may require) of shares of Common Stock already owned by the Optionee, (iii) application of shares subject to the Stock Option to satisfy the exercise price (“net exercise”), (iv) broker-assisted “cashless exercise,” (v) a loan from the Company (to the extent permitted by applicable law), (vi) any other manner permitted by law, or (vii) any combination of the foregoing.
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(e) No Stockholder Rights. An Optionee shall have no rights to dividends or other rights of a stockholder with respect to shares subject to a Non-Qualified Option until the Optionee has duly exercised such Stock Option and a certificate for such shares has been duly issued (or the Optionee has otherwise been duly recorded as the owner of the shares on the books of the Company).
(f) Termination of Employment or Relationship. Following the termination of an Optionee’s employment or other Relationship with the Company and/or its Affiliates, the Non-Qualified Option shall be exercisable to the extent determined by the Committee (but, to the extent required by California law, no less than six (6) months after a termination caused by death or Disability, and not less than thirty (30) days after a termination for any other reason (other than Cause)), but not beyond the option term. The Committee may provide different post-termination exercise provisions, which may vary based on the nature of and reason for the termination. Unless the Committee provides otherwise, a Non-Qualified Option shall terminate immediately upon the giving of notice of the termination of the award holder’s employment or other Relationship for Cause, six (6) months after the award holders termination of employment or other Relationship on account of death or Disability and thirty (30) days after the award holder’s termination of employment or other Relationship for any other reason. The Committee shall have absolute discretion to determine the date and circumstances of any termination of employment or other Relationship.
(g) Non-transferability. Unless otherwise provided by the Committee, (i) Non-Qualified Options shall not be transferable by the Optionee, other than by will or by the laws of descent and distribution, and (ii) during the Optionee’s lifetime, all Non-Qualified Options shall be exercisable only by such Optionee. The Committee may permit the transfer of Non-Qualified Options to such other transferees and on such terms and conditions as may be determined by the Committee (except that such discretion shall be limited to the extent require by California Law).
(h) Surrender Rights. The Committee may provide that Non-Qualified Options may be surrendered for cash upon any terms and conditions set by the Committee.
7.2 Substitute Options. Notwithstanding the provisions of Section 7.1 of the Plan, in connection with a merger or consolidation of an entity with the Company or one of its Affiliates or the acquisition by the Company or one of its Affiliates of property or stock of an entity, the Committee may grant Non-Qualified Options in substitution for any stock options granted by such entity or an affiliate thereof. Such substitute Non-Qualified Options may be granted on such terms, as the Committee deems appropriate in the circumstances, notwithstanding any limitations on Non-Qualified Options contained in other provisions of this Section 7, but giving due consideration to accounting and Section 409A consequences.
SECTION 8. Incentive Options
8.1 Subject to the following provisions, Incentive Options awarded under the Plan shall be in such form and shall have such terms and conditions as the Committee may determine:
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(a) Exercise Price. The exercise price per share of Common Stock purchasable under an Incentive Option shall not be less than the Fair Market Value of the Common Stock on the date of the award of the Incentive Option. No Incentive Option granted to an Employee who at the time of grant owns (within the meaning of Code Section 424(d)) more than 10% of the total combined voting power of all classes of stock of the Company or any of its Affiliates shall have an exercise price which is less than 110% of the Fair Market Value of the Common Stock on the date of the award of the Incentive Option.
(b) Option Term. No Incentive Option shall have a term in excess of ten years. No Incentive Option granted to an Employee who at the time of grant owns (within the meaning of Code Section 424(d)) more than 10% of the total combined voting power of all classes of stock of the Company or any of its Affiliates shall have a term in excess of five years.
(c) Exercisability. Incentive Options shall be exercisable and shall vest at such time or times and subject to such terms and conditions as shall be determined by the Committee. The Committee may impose different schedules for exercisability and vesting. In addition, the Committee may permit Incentive Options to be exercised for Restricted Stock. The Committee may waive any exercise or vesting provisions contained in an award or accelerate the exercisability or vesting of the Incentive Option at any time in whole or in part. Notwithstanding the provisions of this paragraph (c), the aggregate Fair Market Value (determined as of the time the Incentive Option is granted) of the shares with respect to which Incentive Options (granted under the Plan and any other plans of the Company and its Affiliates) are exercisable for the first time by an Optionee in any calendar year shall not exceed $100,000.
(d) Method of Exercise. Incentive Options may be exercised in whole or in part at any time during the Option Period by giving the Company notice of exercise in the form approved by the Committee (which may be written or electronic) specifying the number of shares to be purchased, accompanied by payment of the aggregate exercise price for such shares. Payment of the exercise price shall be made in such manner as the Committee may provide in the award, which may include (i) cash (including cash equivalents), (ii) delivery (either by actual delivery of the shares or by providing an affidavit attesting to the ownership of the shares together with such supporting documentation as the Committee may require) of shares of Common Stock already owned by the Optionee, (iii) application of shares subject to the Stock Option to satisfy the exercise price (“net exercise”), (iv) broker-assisted “cashless exercise,” (v) a loan from the Company (to the extent permitted by applicable law), (vi) any other manner permitted by law, or (vii) any combination of the foregoing.
(e) No Stockholder Rights. An Optionee shall have no rights to dividends or other rights of a stockholder with respect to shares subject to an Incentive Option until the Optionee has duly exercised such Incentive Option and a certificate for such shares has been duly issued (or the Optionee has otherwise been duly recorded as the owner of the shares on the books of the Company).
(f) Termination of Employment. Following the termination of an Employee’s employment with the Company and/or its Affiliates, the Incentive Option shall be exercisable to the extent determined by the Committee (but, to the extent required by California law, not less than six (6) months after a termination caused by death or Disability, and not less than thirty (30) days after a termination for any other reason (other than Cause)), but not beyond the option term. The Committee may provide different post-termination exercise provisions, which may vary based on the nature of and reason for the termination, and may permit an Incentive Option to be exercised at a time following termination of employment when it is no longer entitled to tax treatment as an incentive stock option. Unless the Committee provides otherwise, an Incentive Option shall terminate immediately upon the giving of notice of the termination of the award holder’s employment for Cause, six (6) months after the award holders termination of employment or other Relationship on account of death or Disability and thirty (30) days after the award holder’s termination of employment for any other reason. The Committee shall have absolute discretion to determine the date and circumstances of any termination of employment.
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(g) Non-transferability. Incentive Options shall not be transferable by the Optionee, other than by will or by the laws of descent and distribution. During the Optionee’s lifetime, all Incentive Options shall be exercisable only by such Optionee.
(h) Surrender Rights. The Committee may provide that Incentive Options may be surrendered for cash upon any terms and conditions set by the Committee.
(i) Last Grant Date. No Incentive Option shall be granted more than ten years from the earlier of the date of adoption of the Plan by the Board or approval of the Plan by the Company’s stockholders.
(j) Notification of Disqualifying Disposition. Each recipient of an Incentive Option who disposes of any shares of Common Stock acquired upon exercise of an Incentive Option within two years of the date of exercise shall notify the Company promptly after such disposition.
8.2 Amendment of Incentive Option into Non-Qualified Option. Notwithstanding the foregoing provisions, if permitted under Section 4.2(g) of the Plan, the Committee may, with the consent of the Optionee, amend an Incentive Option in a manner that would cause loss of Incentive Option status, provided the Stock Option as so amended satisfies the requirements of Section 7 of the Plan.
8.3 Substitute Options. Notwithstanding the provisions of Section 8.1 of the Plan, in connection with a merger or consolidation of an entity with the Company or one of its Affiliates or the acquisition by the Company or one of its Affiliates of property or stock of an entity, the Committee may grant Incentive Options in substitution for any incentive stock options granted by such entity or an affiliate thereof, subject to the requirements of Treasury Regulation 1.424-1 and giving due consideration to accounting and Section 409A consequences.
SECTION 9. Stock Appreciation Rights
9.1 A Stock Appreciation Right shall entitle the holder thereof to receive, for each share as to which the award is granted, payment of an amount (in cash, shares of Common Stock, or a combination thereof, as determined by the Committee) equal in value to the excess of the Fair Market Value of a share of Common Stock on the date of exercise or settlement over a base amount specified by the Committee. Any such award shall specify the number of shares of Common Stock as to which the Stock Appreciation Right is granted, and shall be in such form and shall have such terms and conditions as the Committee may determine, giving due consideration to accounting and Section 409A consequences. A Stock Appreciation Right shall not be transferable by the holder, other than by will or by the laws of descent and distribution, and during the award holder’s lifetime, all Stock Appreciation Rights shall be exercisable only by such holder. The Committee may permit the transfer of Stock Appreciation Rights to such other transferees and on such terms and conditions as may be determined by the Committee (except that such discretion shall be limited to the extent required by California law.)
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SECTION 10. Restricted Stock
10.1 Subject to the following provisions, all awards of Restricted Stock shall be in such form and shall have such terms and conditions as the Committee may determine:
(a) The Restricted Stock award shall specify the number of shares of Restricted Stock to be awarded, the price, if any, to be paid by the recipient of the Restricted Stock and the date or dates on which, or the conditions upon the satisfaction of which, the Restricted Stock will vest. The grant and/or the vesting of Restricted Stock may be conditioned upon the completion of a specified period of service with the Company and/or its Affiliates, upon the attainment of specified performance objectives or upon such other criteria as the Committee may determine.
(b) Stock certificates representing the Restricted Stock awarded under the Plan (if issued) shall be registered in the award holder’s name, but the Committee may direct that such certificates be held by the Company on behalf of the award holder and that the award holder deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. Except as may be permitted by the Committee (with such discretion limited to the extent required by California law), no share of Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered by the award holder until such share has vested in accordance with the terms of the Restricted Stock award. At the time Restricted Stock vests, a certificate for such vested shares shall be delivered to the award holder (or his or her estate in the event of death), free of all restrictions (other than those set forth in Section 13) or, if stock certificates are not issued by the Company, the vesting of such shares shall be duly recorded on the books of the Company.
(c) The Committee may provide that the award holder shall have the right to vote and/or receive dividends on Restricted Stock, and may determine the vesting and payment provisions applicable to such dividends in accordance with Section 4.2(e) of the Plan. Unless the Committee provides otherwise, Common Stock or other securities received as a dividend on, or in connection with a stock split of, Restricted Stock shall be subject to the same restrictions as the Restricted Stock.
(d) Except as may be provided by the Committee, in the event of an award holder’s termination of employment or other Relationship before all of his or her Restricted Stock has vested, or in the event any conditions to the vesting of Restricted Stock have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the award, the shares of Restricted Stock which have not vested shall be forfeited, and the Committee may provide that (i) any purchase price paid by the award holder shall be returned to the award holder or (ii) a cash payment equal to the Restricted Stock’s Fair Market Value on the date of forfeiture, if lower, shall be paid to the award holder.
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(e) The Committee may waive, in whole or in part, any or all of the conditions to receipt of, or restrictions with respect to, any or all of the award holder’s Restricted Stock.
(f) To the extent permitted by law, an election under Section 83(b) of the Code may be made by an award holder that is subject to U.S. federal income tax (in the award holder’s discretion) with respect to such award in connection with the grant of an award of Restricted Stock.
SECTION 11. Restricted Stock Units
11.1 A Restricted Stock Unit entitles the award holder to receive one share of Common Stock (or the Fair Market Value of a share in cash) at a specified time. Subject to the following provisions, all awards of Restricted Stock Units shall be in such form and shall have such terms and conditions as the Committee may determine:
(a) The award shall specify the number of Restricted Stock Units and the date or dates on which such RSUs shall be settled. The Committee may condition the grant or vesting of RSUs upon the completion of a specified period of service with the Company and/or its Affiliates, upon the attainment of specified performance objectives, or upon such other criteria as the Committee may determine. The Committee may provide that the settlement of RSUs shall occur upon vesting or at a later date, and may permit the award holder to elect the settlement date (giving due regard to the requirements of Section 409A).
(b) An award holder shall have no voting rights or other rights of a stockholder with respect to Restricted Stock Units. The Committee may provide for the payment of dividend equivalents with respect to a Restricted Stock Unit award, and may determine the vesting and payment provisions applicable to such dividend equivalents in accordance with Section 4.2(e) of the Plan.
(c) Except as may be provided by the Committee (with such discretion limited to the extent required by California law and giving due regard to the requirements of Section 409A), RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered prior to their settlement date.
(d) At the settlement date, the award holder (or his or her estate in the event of death) shall receive (i) certificates for the number of shares of Common Stock equal to the number of shares covered by the RSU award (or, if stock certificates are not issued by the Company, the recording of ownership of such shares on the books of the Company), (ii) cash equal to the Fair Market Value of such Common Stock on the settlement date, or (iii) a combination of shares and cash, as the Committee may determine.
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(e) Except as may be provided by the Committee, in the event of an award holder’s termination of employment or other Relationship before an RSU has vested, his or her RSU award shall be forfeited.
(f) The Committee may waive, in whole or in part, any or all of the conditions to receipt of, or restrictions with respect to, an RSU award, giving due regard to the limitations imposed by Section 409A.
SECTION 12. Tax Withholding
12.1 Each award holder shall, no later than the date as of which an amount with respect to an award first becomes includible in such person’s gross income for applicable tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, an amount sufficient to satisfy any federal, state, local or other withholding tax liability with respect to the award. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company (and, where applicable, its Affiliates), shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the award holder.
12.2 To the extent permitted by the Committee, and subject to such terms and conditions as the Committee may provide, an Employee may elect to have withholding obligations for federal, state and local taxes, including payroll taxes, with respect to an award payable in Common Stock satisfied by (i) having the Company withhold from the unrestricted shares otherwise deliverable to such person shares of Common Stock having a value equal to such withholding obligation with respect to the award or (ii) delivering to the Company shares of unrestricted Common Stock. Alternatively, the Committee may require that a portion of the shares of Common Stock otherwise deliverable to an Employee be applied to satisfy the minimum statutory withholding obligation with respect to the award.
SECTION 13. Restrictions on Exercise of Awards and Transfer of Shares
13.1 If at any time the Committee determines that the sale or delivery of Common Stock under the Plan is or may in the circumstances be unlawful under the laws or regulations of any applicable jurisdiction, the right to exercise any award or receive any Restricted Stock or Common Stock shall be suspended until the Committee determines that such sale or delivery is lawful. No such suspension shall extend the term of any award. Except as may be provided in the Stockholders’ Agreement, the Company shall have no obligation to effect any registration or qualification of the Common Stock under federal or state laws or to compensate the award holder for any loss caused by the implementation of this Section.
13.2 Any person exercising an award or receiving Restricted Stock or Common Stock shall make such representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal and state securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The Committee may refuse to permit exercise of an award or delivery of Restricted Stock or Common Stock until such representations and information have been provided.
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13.3 In connection with the grant, vesting and/or exercise of any award under the Plan, the Committee will require an award holder to execute and become a party to the Stockholders’ Agreement as a condition of such grant, vesting and/or exercise. The Stockholders’ Agreement may contain restrictions on the transferability of shares of Common Stock acquired under the Plan (such as the right of first refusal or a prohibition on transfer) and such shares may be subject to call rights and drag-along rights in favor of the Company.
13.4 As a condition to the exercise of an award or delivery of Restricted Stock or Common Stock prior to the Company’s initial public offering, the award holder may be required by the Committee to agree to such restrictions on the sale or other transfer of the Common Stock acquired under the Plan as may be requested by the Company or its underwriters at the time of its initial public offering.
13.5 As a condition to the exercise of an Incentive Option, the award holder shall be required to agree to notify the Company of any disposition of the shares acquired on exercise which occurs within two years of the date of exercise.
13.6 The Committee may provide, at the time of grant (or by amendment with the award holder’s consent), that an award and/or Common Stock acquired under the Plan shall be forfeited, including after exercise or vesting, if, during the period of an award holder’s employment or other Relationship with the Company and/or its Affiliates or within two years after termination of such employment or Relationship, the award holder engages in any of the conduct described below (“Disqualifying Conduct”). Disqualifying Conduct shall mean (i) the award holder’s performance of service for a competitor of the Company and/or its Affiliates, including service as an Employee, director, or consultant, or the award holder’s establishing of a business that competes with the Company and/or its Affiliates, (ii) the award holder’s solicitation of Employees or customers of the Company and/or its Affiliates, (iii) the award holder’s improper use or disclosure of confidential information of the Company and/or its Affiliates, or (iv) the award holder’s engaging in any other conduct described in the definition of “Cause” in Section 3.1(c) of the Plan. Upon any forfeiture under this Section 13.6 of Common Stock for which the award holder has paid an exercise price or purchase price, the Company shall repurchase such Common Stock at the lower of the Fair Market Value of the Common Stock on the date of repurchase or the exercise or purchase price paid for such Common Stock by the award holder. Except as provided in the preceding sentence, no amount shall be paid to an award holder upon the forfeiture of an award under this Section 13.6.
13.7 Unless the Committee determines otherwise, certificates for the shares of Common Stock acquired under the Plan shall be registered in the name of the award holder, but held by the Company, and shall be transferable only to the Company, until such time as the shares are no longer subject to the Company’s repurchase rights under the Plan or under any stockholders agreement. Issuance of such certificates shall be conditioned on delivery by the award holder of a stock power to the Company, endorsed in blank, with respect to such shares. Alternatively, the Committee may provide for the issuance of the stock certificates to the award holder, in which case the Company may place an appropriate legend on the certificates evidencing the Company’s repurchase rights and any transfer restrictions on such shares, and may issue stop transfer instructions in respect thereof.
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SECTION 14. Change in Control
14.1 The Committee shall have the authority to determine the treatment of awards in the event of a Change in Control of the Company or the Affiliate which employs the award holder.
14.2 Upon the dissolution or liquidation of the Company or upon any reorganization, merger, or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly-owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Board may take such action as it in its discretion deems appropriate (taking into account Section 409A and any effect on accounting treatment) to (i) accelerate the time when awards vest and/or may be exercised, (ii) cash out outstanding awards at or immediately prior to the date of such event (by payment of the Fair Market Value of the Common Stock at the time in the case of restricted stock and restricted stock unit awards and by payment of the amount, if any, by which the Fair Market Value of the Common Stock at the time exceeds the exercise price or base price of the award in the case of Stock Options and Stock Appreciation Rights), (iii) provide for the assumption of outstanding awards by surviving, successor or transferee corporations, (iv) provide that Stock Options shall vest and be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised Stock Options shall terminate, or (v) make such other changes as it deems advisable, in its sole discretion.
14.3 Unless otherwise provided by the Committee, a Change in Control of the Company is deemed to have occurred upon any of the following events:
(a) any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, but excluding the Company or any subsidiary or affiliate, any employee benefit plan sponsored or maintained by the Company or any subsidiary or affiliate (including any trustee of such plan acting as trustee) and any Permitted Holder (as defined below), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then- outstanding securities, other than in connection with a merger, consolidation, recapitalization or reorganization of the Company;
(b) the consummation of a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, other than any such transaction that would result in at least 50% of the total voting power represented by the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned in approximately the same proportion by persons who together beneficially owned at least 50% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction; provided that, for purposes of this Section 14.3(b), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold is due solely to the acquisition of voting securities by the Company or such surviving entity or any subsidiary or affiliate of the Company or such surviving entity, by an employee benefit plan of the Company or such surviving entity or of any subsidiary or affiliate of the Company or such surviving entity, or by any Permitted Holder;
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(c) the stockholders of the Company approve a plan of complete liquidation of the Company, or the consummation of a sale or disposition by the Company of all or substantially all of its assets (or any transaction having a similar effect) unless at least 50% of the total voting power represented by the voting securities of the acquiring company outstanding immediately after such transaction are beneficially owned in approximately the same proportion by persons who together beneficially owned at least 50% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction; provided that, for purposes of this Section 14.3(c), such continuity of ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such 50% threshold is due solely to the acquisition of voting securities by the Company or such acquiring company or any subsidiary or affiliate of the Company or such acquiring company, by an employee benefit plan of the Company or such acquiring company or of any subsidiary or affiliate of the Company or such acquiring company, or by any Permitted Holder; or
(d) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, together with any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (b) or (c) above) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board.
“Permitted Holder” shall mean Mudrick Capital Management L.P., Verto Direct Opportunity LP, Boston Patriot Battery March St. LLC, P Mudrick LTD, Mudrick Distressed Opportunity Drawdown Fund LP, Mudrick Distressed Opportunity Drawdown Fund LP, Mudrick Distressed Opportunity Specialty Fund LP, Blackwell Partners LLC – Series A, Mudrick Distressed Opportunity Fund Global LP, Paulson Credit Opportunities Master LTD, Paulson & Co. Inc., Paulson Credit Opportunities Master LTD and their respective affiliates.
SECTION 15. General Provisions
15.1 Nothing in the Plan, or in any award shall confer upon any award holder any rights with respect to continuation of his or her employment by or other Relationship with the Company and/or its Affiliates, or interfere in any way with the rights of any such company to terminate such employment or other Relationship.
15.2 Nothing set forth in this Plan shall prevent the Board from adopting additional compensation arrangements.
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15.3 To the extent permitted by Section 409A and other applicable law, the Company and/or its Affiliates shall have the right to offset amounts payable under this Plan or under any award against any amounts owed to the Company and/or its Affiliates by the award holder. By accepting any award granted hereunder, an award holder agrees to any deduction or setoff under this Section 15.3.
15.4 Section 409A. All awards granted under the Plan are intended to be exempt from the requirements of Section 409A or, if not exempt, to satisfy the requirements of Section 409A, and the provisions of the Plan and any award granted under the Plan shall be construed in a manner consistent therewith. Notwithstanding any provision of the Plan or an award to the contrary, any amounts payable under the Plan on account of termination of employment to an award holder who is a “specified employee” within the meaning of Section 409A, as determined by the Committee in accordance with Section 409A, which constitute “deferred compensation” within the meaning of Section 409A and which are otherwise scheduled to be paid during the first six months following the award holder’s termination of employment (other than any payments that are permitted under Section 409A to be paid within six months following termination of employment of a specified employee) shall be suspended until the six-month anniversary of the award holder’s termination of employment, at which time all payments that were suspended shall be paid to the award holder in a lump sum.
15.5 Although the Company may endeavor to qualify an award for favorable tax treatment (e.g. incentive stock options under Section 422 of the Code) or to avoid adverse tax treatment (e.g. under Section 409A of the Code), the Company makes no representation that the desired tax treatment will be available and expressly disclaims any liability for the failure to maintain favorable or avoid unfavorable tax treatment.
SECTION 16. Amendments and Termination
16.1 No award shall be granted under the Plan after September 8, 2026. The Board may discontinue the Plan at any time and may amend it from time to time, in each case after consideration of the consequences under Section 409A. Except as provided in Section 16.2 of the Plan, no amendment or discontinuation of the Plan shall adversely affect any award previously granted without the award holder’s written consent. Amendments may be made without stockholder approval except (i) as required to satisfy applicable laws or regulations, or the requirements of any stock exchange or market on which the Common Stock is listed or traded, or (ii) if such action would (except for in Section 5.3 of the Plan) increase the total number of shares of Common Stock reserved for purposes of the Plan.
16.2 Notwithstanding any other provision of the Plan or of any award, the Board shall have the right, in its sole discretion, to terminate the Plan and all outstanding awards, and to distribute, pay or settle all outstanding awards (based on the Fair Market Value of the Common Stock at the time of such settlement) without the consent of stockholders or award holders, subject to compliance with any applicable requirements of Section 409A.
16.3 The Committee may amend the terms of any award, prospectively or retroactively, subject to the limitations set forth in Section 4.2(g) of the Plan.
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16.4 Notwithstanding any other provision of the Plan or of any award, the Committee shall have the right, in its sole discretion, to amend the Plan and all outstanding awards without the consent of stockholders or award holders to the extent the Committee determines that such amendment is necessary or appropriate to exempt the Plan or an award from, or to comply with, Section 409A.
SECTION 17. Effective Date of Plan
17.1 The Plan shall be effective on September 8, 2016, subject to approval by the Company’s stockholders within 12 months of such date.
Exhibit 10.3
DEX MEDIA, INC.
STOCK OPTION AGREEMENT
GRANT DATE: |
[Address] |
Dear __________:
This letter agreement (the “Agreement”) sets forth the terms and conditions of the stock option granted to you on [______________] by Dex Media, Inc. (the “Company”), in accordance with the provisions of its 2016 Stock Incentive Plan (the “Plan”).
Your Option (as such term is defined in paragraph 1 below) is subject to the terms and conditions set forth in the Plan, any rules and regulations adopted by the Board of Directors of the Company or the committee of the Board which administers the Plan (collectively, the “Committee”), and this Agreement. This grant is only effective if you sign and return to the Company a copy of this Agreement evidencing your agreement with the terms and conditions of your Option. Any terms used in this Agreement and not defined have the meanings set forth in the Plan.
1. | Option Grant |
You have been granted an option (the “Option”) to purchase [_______] shares of the Company’s Common Stock (“Common Stock”). The Option is a “non-qualified stock option” and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
2. | Exercise Price |
The price at which you may purchase the shares of Common Stock covered by the Option is $2.04 per share.
3. | Term of Option |
Your Option expires in all events on [______________] (the “Option Expiration Date”). However, your Option may terminate prior to the Option Expiration Date as provided in paragraph 7 of this Agreement upon the occurrence of one of the events described in that paragraph. Regardless of the provisions of paragraph 7, in no event can your Option be exercised after the Option Expiration Date.
4. | Exercisability of Option |
(a) Unless it becomes exercisable on an earlier date as provided in paragraph 7 or 11 below, your Option will become exercisable as described below, provided that you continue to provide service to the Company or one of its Affiliates on each such date.
Vesting Date | Amount Vesting |
January 1, 2018 | 1/3 of your Options |
January 1, 2019 | 1/3 of your Options |
January 1, 2020 | 1/3 of your Options |
(b) To the extent your Option has become exercisable, you may exercise the Option to purchase all or any part of such shares at any time on or before the date the Option expires or terminates. You may only purchase a whole number of shares.
5. | Manner of Exercise |
You may exercise your Option by giving written notice to the Company (on the Exercise Agreement attached hereto as Exhibit A or any other form acceptable to the Company) of the number of shares of Common Stock desired to be purchased. The notice must be hand delivered or mailed to the Company at its headquarters office (currently 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX 75261); Attention: Deb Ryan, EVP – Chief Human Resources Officer. The notice must be accompanied by tender in full of the exercise price, in cash (including check, bank draft, money order, or wire transfer to the order of the Company). You may also exercise your Option by payment of the exercise price in shares of Common Stock, by delivery of the documents necessary to arrange for payment of the exercise price by means of a broker-assisted cashless exercise, or by a net share exercise, subject to the terms and conditions set forth in paragraphs 6(a), 6(b) and 6(c) below. Except as provided in paragraph 8 below, your Option will be deemed exercised on the date the Exercise Agreement or other notice of exercise acceptable to the Company (with accompanying payment of the exercise price) is hand delivered or, if mailed, postmarked.
The shares of Common Stock you will receive upon exercise of your Option may consist of authorized but unissued shares or treasury shares of the Company, as determined from time to time by the Company’s Board of Directors.
6. |
Satisfaction of Exercise Price other than with Cash |
(a) Payment in Common Stock. If the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded at the time of your exercise, your Option may be exercised by the delivery of shares of Common Stock which you have owned for at least six months. Such shares will be valued at their Fair Market Value (as defined in the Plan) at the close of trading on the date of exercise. The stock certificates for the shares you deliver in payment of the exercise price must be duly endorsed or accompanied by appropriate stock powers. Only stock certificates issued solely in your name may be delivered. Only whole shares may be delivered. Any portion of the exercise price in excess of the fair market value of a whole number of shares must be paid in cash. If a certificate delivered in exercise of your Option evidences more shares than are needed to pay the exercise price, an appropriate replacement certificate will be issued to you for the excess shares.
(b) Broker-Assisted Cashless Exercise. If the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded at the time of your exercise, you may exercise your Option by executing and delivering the documents necessary to irrevocably authorize a broker acceptable to the Company to sell shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any required tax withholding resulting from such exercise.
(c) Net Share Exercise. If the Committee has authorized net exercise, you may exercise your Option by delivering to the Company a written exercise notice (on the Exercise Agreement attached hereto as Exhibit A or any other form acceptable to the Company) that directs the Company to withhold a sufficient number of the shares of Common Stock acquired upon exercise to satisfy the aggregate exercise price and tax withholding obligation with respect to the shares of Common Stock to which the Option is being exercised. For purposes of this provision, the shares of Common Stock applied to satisfy the exercise price and withholding obligation shall be valued in the same manner as provided under paragraph 6(a).
7. | Termination of Employment or Other Service With the Company |
(a) General. Except as otherwise provided by the terms of an employment agreement with the award holder, the following rules apply to your Option in the event of your death, Disability, or other termination of service.
(i) | Termination for Reasons Other than Cause, Death, or Disability. If your service with the Company terminates for any reason other than death, Disability, or termination for Cause, your Option will terminate 90 days after such termination of service or, if earlier, the Option Expiration Date. Following the termination of your service, no additional portions of your Option will become exercisable, and your Option will be exercisable only with respect to the number of shares which you were entitled to purchase on the date of the termination of your service. |
(ii) | Death or Disability. If your service with the Company terminates by reason of death or Disability, your Option will terminate 6 months following such termination of employment or service with the Company, or, if earlier, the Option Expiration Date. Following the termination of your service, no additional portions of your Option will become exercisable, and your Option will be exercisable only with respect to the number of shares which you were entitled to purchase on the date of the termination of your service. |
(iii) | Termination for Cause. If your service with the Company is terminated for Cause, your Option, whether vested or unvested, will immediately terminate. |
(b) Adjustments by the Committee. The Committee may, in its discretion, exercised before or after your termination of service with the Company, declare all or any portion of your Option immediately exercisable and/or permit all or any part of your Option to remain exercisable for such period designated by it after the time when the Option would have otherwise terminated as provided in the applicable portion of paragraph 7(a), but not beyond the expiration date of your Option as set forth in paragraph 3 above.
(c) Committee Determinations. The Committee shall have absolute discretion to determine the date and circumstances of termination of your service with the Company, and its determination shall be final, conclusive and binding upon you.
8. | Restrictions on Option Exercise |
(a) At the time of exercise of your Option, you will be required to execute appropriate documents making you subject to the Stockholders’ Agreement which, among other things, provides for certain restrictions on the transfer of Common Stock. All of the terms of the Stockholders’ Agreement are incorporated herein by reference.
(b) Without limitation of the Stockholders’ Agreement, if at the time of exercise, the Company has not had an initial public offering, then, as a condition to the exercise of your Option, you will be required to agree that the shares acquired upon exercise of your Option will be subject to such restrictions on disposition (“lock-up” provisions) as may be imposed on such shares by the Company’s underwriters in connection with the Company’s initial public offering.
(c) Even though your Option is otherwise exercisable, your right to exercise the Option will be suspended if the Committee or the Company determines that your exercise of the Option would violate applicable laws or regulations. The suspension will last until the exercise would be lawful. Any such suspension will not extend the term of your Option or the period during which it may be exercised. The Company has no obligation to register the Common Stock under federal or state securities laws.
(d) Even though your Option is otherwise exercisable, the Committee or the Company may refuse to permit such exercise if it determines, in its discretion, that any of the following circumstances is present:
(i) | the shares to be acquired upon such exercise are required to be registered or qualified under any federal or state securities law, or to be listed on any securities exchange or quotation system, and such registration, qualification, or listing has not occurred; |
(ii) | the consent or approval of any government regulatory body is required and has not been obtained; |
(iii) | the satisfaction of withholding tax is required and has not occurred; |
(iv) | representations by you or other information is necessary or desirable in order to comply with any federal or state securities laws or regulations, and you have not provided such representations or information; or |
(v) | an agreement by you with respect to the disposition of shares to be acquired upon exercise of your Option is necessary or desirable in order to comply with any federal or state securities laws or regulations, or is required by the terms of this Agreement, and you have not executed such agreement. |
(e) In any of the circumstances described in this paragraph 8, the Committee or the Company may act either before or within ten (10) business days after your delivery of a notice of exercise, in which case your attempted exercise will have no effect.
9. | Income Tax Withholding |
In connection with the exercise of your Option, you will be required to pay, or make other arrangements satisfactory to the Committee, to satisfy any applicable withholding tax liability. If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Committee, the Company shall have the right to withhold the required amount from your salary or other amounts payable to you.
10. | Non-transferability of Option |
The Option granted to you by this Agreement may be exercised only by you, and may not be assigned, pledged, or otherwise transferred by you, with the exception that in the event of your death the Option may be exercised (at any time prior to its expiration or termination as provided in paragraphs 3 and 7) by the executor or administrator of your estate or by a person who acquired the right to exercise your Option by bequest or inheritance or by reason of your death.
11. | Change in Control |
Except as otherwise provided in the Company’s Executive Severance Plan, upon a Change in Control of the Company, the Board may take such action as it in its sole discretion deems appropriate to (i) accelerate the time when awards vest and/or may be exercised, (ii) cash out outstanding awards at or immediately prior to the date of such event (by payment of the amount, if any, by which the Fair Market Value of the Common Stock at the time exceeds the exercise price of the award of Options), (iii) provide for the assumption of outstanding awards by surviving, successor or transferee corporations, and/or (iv) provide that Options shall vest and be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised Options shall terminate.
12. | Adjustment in Certain Events |
In the event of specified changes in the Company’s capital structure, the Board of Directors shall make appropriate adjustment in the number and kind of shares authorized by the Plan, and the number, exercise price and kind of shares covered by outstanding awards to the extent necessary to preserve the economic intent of such award. This Agreement will continue to apply to your Option as so adjusted.
13. | Company Repurchase Rights |
The Company shall have the right in its sole discretion to repurchase shares of Common Stock acquired pursuant to the exercise of this Option, at the then Fair Market Value of such shares, at any time within one year after your termination of employment or other service for the Company. The repurchase shall be deemed to have occurred when the Company has mailed a check to you at your address on the books of the Company. The Company’s repurchase rights under this paragraph 13 shall terminate upon the Company becoming subject to the reporting requirements of the Exchange Act.
14. | Confidentiality |
The terms and conditions of your Option, including this Award Agreement are strictly confidential. You cannot share this information with any person other than the members of your immediate family or your tax/financial advisor. Your failure to comply with such confidentiality will result in an immediate forfeiture of your Option.
15. | Disqualifying Conduct |
In the event you engage in Disqualifying Conduct (as defined in the Plan) during your employment or other service for the Company or within two years after your termination of employment or service, then your award, whether vested or unvested, shall be forfeited.
16. | No Guarantee of Continued Service |
The grant of this Option does not constitute an assurance of continued service for any period or in any way interfere with the Company’s right to terminate your service or to change the terms and conditions of your service.
17. | Notices |
Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal office to the attention of Deb Ryan, EVP – Chief Human Resources Officer, and to you at the address reflected or last reflected on the Company’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed and addressed envelope, registered or certified, and deposited (postage and registry or certification fee prepaid) in a government post office of mailbox or sent by nationally recognized overnight courier. Any such notice shall be given only when received, but if you are no longer employed by the Company or providing services to it, shall be deemed to have been duly given five (5) business days after the date mailed in accordance with this paragraph 17 (or, if sent for overnight delivery by a nationally recognized overnight courier, on the next business day).
18. | Plan |
The Option and all of your rights under this Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. You agree to be bound by the terms of the Plan and this Agreement. You acknowledge having read the Plan and this Agreement.
19. | Administration |
The Committee has the sole power to interpret the Plan and this Agreement and to act upon all matters relating to Options granted under the Plan. Any decision, determination, interpretation, or other action taken pursuant to the provisions of the Plan by the Committee shall be final, binding, and conclusive.
20. | Entire Agreement; Amendment |
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.
The Committee may from time to time amend the terms of this grant or the rules and regulations governing this grant in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent.
The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this Option.
21. |
Effect of this Agreement |
This Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company.
22. | Governing Law; Arbitration; Severability; Miscellaneous |
(a) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law principles thereof that would give effect to the law of another state.
(b) Construction. The language of all parts of the Plan and this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.
(c) Limited Rights. You shall have no rights as a stockholder of the Company with respect to the Option. Your rights with respect to the shares of Common Stock delivered upon exercise of your Option after the date of such issuance are subject to the terms and conditions set forth herein.
(d) Severability. If it is determined that any portion of this Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Agreement or the Plan, as applicable, that violate such statute or public policy shall be stricken, and all portions of this Agreement and the Plan that do not violate any statute or public policy shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.
(e) Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(f) Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
(g) Death or Disability. References herein to obligations applicable to you as an optionee (excluding, for purposes of clarity, the requirement that all services that are a precondition to vesting and exercisability of the Option be performed by you) shall include references to your beneficiary or personal representative if you die or become incapacitated.
(h) Further Assurances. Each of the parties hereto shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.
23. | Data Privacy |
You expressly consent to the collection, use and transfer, in electronic or other form, of your personal data by and among the Company, its subsidiaries and affiliates, and any broker or third party assisting the Company in administering the Plan or providing recordkeeping services for the Plan, for the purpose of implementing, administering and managing participation in the Plan. You expressly waive any data privacy rights you may have with respect to such information.
This Agreement contains the formal terms and conditions of your award and accordingly should be retained in your files for future reference. Please sign below to evidence your acceptance of this Option on the terms and conditions set forth in this Agreement, and return a signed copy of this Agreement to Deb Ryan, EVP – Chief Human Resources Officer, at the Company’s Dallas headquarters.
DEX MEDIA, INC. | ||
By: | ||
Name: Deb Ryan | ||
Title: EVP – Chief Human Resources Officer |
ACCEPTANCE OF OPTION:
I have read, understand, and agree to the terms and provisions of this Option, including without limitation, the restrictions on my right to exercise the Option (set forth in paragraph 8), the provisions regarding the Company’s right to repurchase the shares I acquire upon exercise of my Option (as set forth in paragraph 13) and the consequences of violating the confidentiality restriction applicable to my Option (as set forth in paragraph 14).
(signature of employee) | |
(print name) |
EXHIBIT A
EXERCISE AGREEMENT
Exercise Date |
Dex Media, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, TX 75261
Attention: Chief Human Resources Officer
Gentlemen:
I hereby exercise the following stock options (the “Options”) granted to me by Dex Media, Inc. (the “Company”) under the Dex Media, Inc. 2016 Stock Incentive Plan (the “Plan”) and the Stock Option Agreement between me and the Company dated ________ (the “Stock Option Agreement”) as indicated below:
Date of Option Grant |
No. of Shares |
Exercise Price Per Share |
Total Price |
1. | Check one: | |||
Enclosed is payment of $______, representing the aggregate exercise price for the Options being exercised. | ||||
I elect to exercise the Options under the net exercise procedure set forth in paragraph 6(c) of my Stock Option Agreement. [Available only if authorized by the Committee.] | ||||
I elect to exercise the Options by delivery of _________ shares of Common Stock under the exercise procedure set forth in paragraph 6(a) of my Stock Option Agreement and enclose the applicable stock certificates duly endorsed or accompanied by appropriate stock powers for such exercise. [Available only if the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded.] | ||||
Page 11
I elect to exercise the Options under the broker-assisted cashless exercise procedure set forth in paragraph 6(b) of my Stock Option Agreement and have delivered the required authorizations to a broker approved by the Company. [Available only if the Company is subject to the reporting requirements of the Exchange Act and the Common Stock is publicly traded.] | ||||
2. I understand that the shares of the Common Stock that I will receive upon exercise of my Options have not been registered under the Securities Act of 1933 (the “Securities Act”) or under any state law. I understand that the shares are intended to be issued pursuant to an exemption from such registration, which must be available at the time of my option exercise in order to permit the issuance of shares to me.
3. I understand that the shares I acquire upon exercise of my Options must either be registered under the Securities Act prior to my sale of them or must be sold in a transaction which is exempt from the Securities Act. I hereby agree that I will not sell or otherwise transfer the shares I receive upon exercise of my Options until such shares shall have been registered under the Securities Act or until I have delivered to the Company an opinion of counsel acceptable to the Company that an exemption from registration is available. I hereby agree to indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares is contrary to the representation and agreement referred above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act, if applicable and any other federal or state securities laws or regulations.
4. I hereby agree that if I exercise my Options before the Company’s initial public offering, the shares acquired upon exercise of my Options will be subject to such restrictions on disposition (“lock-up” provisions) as may be imposed on such shares by the Company’s underwriters in connection with the Company’s initial public offering.
5. I understand that any stock certificates issued to me upon exercise of my Options will contain legends reflecting the restrictions described above. I further understand that unless the Committee determines otherwise, any stock certificates issued to me upon exercise of my Options will be registered in my name, but will be held by the Company.
Page 12
6. It is my intention that this letter and my tender of the exercise price shall constitute an agreement between the Company and me for the sale by the Company and the purchase by me of the number of shares of Common Stock stated at the price indicated, and that this agreement shall be binding upon us as of the date this letter is postmarked, or if delivery is by hand, on the date so delivered. However I understand and agree that this exercise will not be effective if, either before or within ten business days after the Company receives this agreement, the Committee declares my exercise ineffective for one of the reasons set forth in paragraph 8 of my Stock Option Agreement.
Very truly yours, | |
Optionee Signature | |
Print or type name |
Exhibit 10.4
2019 OVER PERFORMANCE PLAN (“OPP”)
Effective January 1 – December 31, 2019)
PURPOSE
The Over Performance Plan (the “Plan” or “OPP”) is an incremental incentive plan designed to reward eligible Director level and above employees for achievement of pre-established corporate performance measure(s) that are assigned a specific weight according to their importance in the Company’s business plan. This Plan, for eligible employees, covers the period from January 1, 2019 through December 31, 2019.
This Plan supersedes any prior incremental incentive plan version and cancels any document that provides information contrary to the information contained in this Plan version. The Company may terminate the Plan, amend or modify the Plan in any respect, at any time, and without notice, provided, however, that such termination, modification or amendment shall not adversely affect the rights of a participant to receive an award already fully earned under the Plan.
ELIGIBILITY
All regular full-time and part-time non-sales, non-bargained for Director level and above employees who are employed during the calendar year, and who commence employment with the Company before October 1, 2019 who are presented with a participation letter from Human Resources confirming eligibility are potentially eligible to participate in the Plan. To be eligible to earn and receive payment of an incentive award, the participant must be:
1. | Classified as a permanent employee; |
2. | Employed with the Company during some portion of the period for which the award is being measured, and initially be hired by the Company before October 1, 2019; and |
3. | Selected by the Committee for participation before the payment date; and |
4. | Actively working at the Director level or above through the payment date, or on Company-approved or job-protected leave for any periods not worked where the Company has a reasonable expectation that the employee will return to their position in the near future and is active on the date the award is “earned,” as defined in the Administration section. An individual is “actively working” if he or she is actually working and carrying out his or her duties at the Company, or he or she is on PTO or a paid Company holiday. |
Incentive awards are not “earned” until the events described in the Administration section occur.
The following individuals are not eligible for a payment under OPP:
1. | Employees who voluntarily terminate their employment or are involuntarily terminated for any reason are not eligible for the 2019 OPP payment. In addition, payment to employees who are under investigation for misconduct on the normal payout date may be delayed. If it is determined that misconduct occurred and termination occurs, the award is forfeited in accordance with applicable state law. |
2. | Contractors and interns are not eligible for the 2019 OPP. |
2019 OPP DESIGN
PLAN COVERAGE PERIOD
Awards under the Plan will be based upon the achievement of pre-established annual Corporate performance measure(s) and the eligible employee’s annual eligible base salary on December 31 of the Plan year will be used when proration(s) are not required for the following Plan Coverage Period(s), unless modified by the Committee: January 1, 2019 through December 31, 2019.
OPP PERFORMANCE MEASURES AND GOALS
The amount of any OPP payment will be based on the eligible employee’s target OPP opportunity and attainment of certain Corporate performances measures. Target opportunities, corporate performance metrics, weighting, and the pre-established performance goals are set by the Committee in its sole discretion and may be changed at any time. Performance against pre-established Corporate goals, as determined by the Committee and the Chief Executive Officer, determine the funding level that will be available for awarding incentives. If it is determined that OPP awards will be granted, senior management and the Board retains the sole discretion to set award levels and to adjust award levels and subsequent employee distributions.
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
CORPORATE PERFORMANCE MEASURES AND GOALS
There are two components of the 2019 OPP performance goals for January 1 through December 31, 2019:
Table 1:
Metric | Weight | Threshold | Maximum |
Adjusted EBITDA | 50% | $509 MM | No Cap |
Adjusted FCF | 50% | $226 MM | No Cap |
FUNDING
2019 OPP Financial Targets and Payout “Curve”
– | Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projects of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities. |
– | Adjusted Free Cash Flow (“Adjusted FCF”) (25%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. FCF has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities. |
The table below reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2019 and is not capped. Incentive awards are interpolated between achievement levels.
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
Table 2:
OPP Reported
Adj. EBITDA |
Updated
Calculation |
OPP Adj. Free
Cash Flow (FCF) |
||||
EBITDA
Target |
Award
Target % |
FCF
Target |
Award
Target % |
|||
$ | 509.00 |
Minimum
Hurdle |
$ | 226.00 | ||
513.00 | 20% | 230.00 | 20% | |||
517.00 | 40% | 234.00 | 40% | |||
521.00 | 60% | 238.00 | 60% | |||
525.00 | 80% | 242.00 | 80% | |||
529.00 | 100% | 246.00 | 100% | |||
531.00 | 110% | 248.00 | 110% | |||
533.00 | 120% | 250.00 | 120% | |||
535.00 | 130% | 252.00 | 130% | |||
537.00 | 140% | 254.00 | 140% | |||
539.00 | 150% | 256.00 | 150% | |||
541.00 | 160% | 258.00 | 160% | |||
543.00 | 170% | 260.00 | 170% | |||
545.00 | 180% | 262.00 | 180% |
INDIVIDUAL TARGET OPPORTUNITY
Eligible employees will have an OPP target percentage opportunity assigned based on their job(s) during the Plan year. Targets may be prorated to capture the relevant base salary earnings in each job, the target percentage of each job, and the amount of time spent in each job. The eligible employee’s annual base salary on December 31 of the Plan year will be used when proration(s) are not required.
The annual OPP targets by job level are generally as follows:
Table 3:
JOB LEVEL |
2019 OPP
TARGET % |
Chief Executive Officer (CEO) | 100% |
Executive Vice President (EVP) | 60% - 70% |
Vice President (VP) | 40% |
Assistant Vice President (AVP) | 30% |
Director (DIR) | 25% |
PRORATION OF AWARD
If an employee meets plan eligibility requirements, the OPP award will be prorated for any periods during which the employee was not working and not on regular, company-approved paid time off. For example, the OPP award will be prorated to reflect any of the following:
1. | Unpaid Leave |
2. | Leave supplemented with a pay replacement benefit (such as STD, LTD, or workers compensation) |
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
3. | Absence without leave |
4. | Administrative leave as part of any company investigation, discipline, or inquiry |
5. | Hire date after January 1, 2019. |
6. | Existing employees who have a job change into or out of a role, a change in Target % or a change in base pay during the Plan Coverage Period that is eligible for participation in the OPP. |
In such situations as described above, the 2019 OPP award, if any, will be paid at the time that other 2019 OPP awards are scheduled to be paid in accordance to Plan, unless otherwise specifically stated in this Plan. For employees on leave, OPP awards will be paid to the employee once they return to work, are active and no longer on leave.
EXAMPLE - OPP INCENTIVE AWARD CALCULATION
Compensation Assumptions: January 1 – December 31:
● | Base Salary = $100,000 |
● | Target Award % = 25% |
● | Total Target Award = $25,000 (EBITDA = $12,500, FCF = $12,500) |
Table 4:
2019 OPP
Component |
Assuming Minimum
Goal Achieved (MM) |
Target
Payout |
% of
Pool Achieved |
Total
Payout |
EBITDA | 513.0 | $12,500 | 20% | $2,500 |
FCF | 234.0 | $12,500 | 40% | $5,000 |
$7,500 |
Assume $100,000 base salary and 25% target award $
TIMING OF PAYMENTS
Award payments are targeted for spring 2020 after the issuance of Thryv audited financial statements and after review and approval by the Committee and Board to eligible employees actively working and on payroll at the time of payment.
DEFINITIONS
BASE SALARY EARNINGS
An eligible employee’s base salary earnings paid during the Plan Period as of December 31 or prorated for each eligible job(s) within the Plan period. Base salary earnings for this purpose do not include benefits, bonuses, overtime, or other awards.
BOARD
The Company’s Board of Directors.
COMMITTEE
The Compensation and Benefits Committee of the Board of Directors of the Company.
COMPANY
Thryv Holdings, Inc. and its consolidated subsidiaries.
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
ADJUSTED EBITDA
Total Company operating income, before interest, taxes, depreciation and amortization, each calculated in accordance with GAAP. This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projects of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.
ADJUSTED FREE CASH FLOW (FCF)
This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. FCF has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
INDIVIDUAL TARGET OPPORTUNITY
An eligible OPP target percentage for eligible employee based on one’s job level(s).
PLAN PARTICIPATION EFFECTIVE DATES
The effective date for participants who become eligible for this Plan is on January 1, 2019 or after their eligibility date. The effective date for cessation of participation in this Plan for participants who move into a position not eligible for this Plan is the end of the pay period in which the move occurs. Non-sales employees at the Director level and above who are hired after January 1 of the Plan Coverage Period and who do not participate in another function-specific incentive plan are eligible to participate in this Plan subject to pro-ration rules based on hire date.
PLAN YEAR OR COVERAGE PERIOD
The Plan Year is the Company’s fiscal year, January 1, 2019 through December 31, 2019.
ADMINISTRATION
Approval/Objectives Guidelines
OPP Awards are at the sole discretion of senior management and the Board of Directors and may or may not be granted based upon Company, functional unit, departmental, and/or individual performance in the plan year. If it is determined that OPP awards will be granted, senior management and the Board of Directors retains the sole discretion to set award levels and to adjust award levels and subsequent employee distributions.
When OPP Awards are Earned
OPP Awards are not earned, are not due, and shall not be paid, unless and until the following conditions are met: (1) the Approval/Objective Guidelines are met, (2) the Board approves Corporate performance and payment (3) all Plan eligibility requirements described of the Plan are met, (4) employee is employed and actively working (or on Company Approved or job protected leave) on the payment date, and (5) the payout date occurs.
OPP incentive awards, if any, will be paid within guidelines noted within and processed with your regular payroll check. All legally required and applicable income and employment taxes and withholdings will be deducted from the gross incentive award paid to participants. Awards are not considered eligible compensation for the purposes of calculating 401(k) plan match and contributions, other employee benefits, such as life insurance calculation of medical contributions.
Disclaimer
This Plan is not a contract of employment OR OTHERWISE ALTER YOUR AT-WILL EMPLOYMENT STATUS and does not create any contractual rights. Any payment under the Plan or this incentive award is discretionary and at the will of the Company. This Plan document and the award schedules set forth herein do not constitute an express or implied promise of continued employment for any period or at all and will not interfere in any way with a participant’s right to terminate or the Company’s right to terminate a participant’s employment at any time, with or without cause and with or without notice.
The Company may terminate the Plan, or amend or modify the Plan in any respect, at any time, and without notice.
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
This Plan may be superseded by federal, state, and local laws to the extent applicable.
HR Compensation | 2019 Over Performance Plan | Amended November 5, 2019 |
Exhibit 10.5
2019 SHORT TERM INCENTIVE PLAN (“STIP”)
Effective January 1, – December 31, 2019
PURPOSE
The Short Term Incentive Plan (the “Plan” or “STIP”) is designed to reward eligible non-sales, non-bargained for employees for achievement of pre-established corporate performance measures and individual performance objectives that are assigned a specific weight according to their importance in the Company’s business plan. This Plan, for eligible employees, covers the period from January 1, 2019 through December 31, 2019.
This Plan supersedes any prior incentive plan version and cancels any document that provides information contrary to the information contained in this Plan version. The Company may terminate the Plan, amend or modify the Plan in any respect, at any time, and without notice, provided, however, that such termination, modification or amendment shall not adversely affect the rights of a participant to receive an award already fully earned under this Plan.
ELIGIBILITY
All regular full-time and part-time non-sales, non-bargained for employees who are employed during the calendar year, and who commence employment with the Company before October 1, 2019, and who do not participate in another incentive plan currently in operation, are potentially eligible to participate in the Plan. To be eligible to earn and receive payment of any incentive award, the participant must be:
1. | Classified as a permanent employee; |
2. | Employed with the Company during some portion of the period for which the award is being measured, and initially hired by the Company before October 1, 2019; and |
3. | Actively working through the payment date, or on Company-approved or job-protected leave for any periods not worked where the Company has a reasonable expectation that the employee will return to their position in the near future and is active on the date the award is “earned,” as defined in the Administration section. An individual is “actively working” if he or she is actually working and carrying out his or her duties at the Company, or he or she is on PTO or a paid Company holiday. |
4. | Must be in an STI eligible position for a minimum of 90 days in order to be eligible for a prorated award. |
Incentive awards are not “earned” until the events described in the Administration section occur.
The following individuals are not eligible for a payment under STIP:
1. | Employees who voluntarily terminate their employment or are involuntarily terminated for any reason are not eligible for the 2019 STIP payment. In addition, payment to employees who are under investigation for misconduct on the normal payout date may be delayed. If it is determined that misconduct occurred and termination occurs, the award is forfeited in accordance with applicable state law. |
2. | Contractors and interns are not eligible for the 2019 STIP. |
3. | Employees who are participating in any other incentive plan within the Company (i.e. Sales Incentive programs, Quarterly Incentive programs, etc.). |
4. | Employees who are in an STI eligible position for less than 90 days. |
2019 STIP DESIGN
PLAN COVERAGE PERIOD
Awards under the Plan will be based upon the achievement of pre-established annual Corporate performance measure(s), employee performance and the eligible employee’s annual eligible base salary on December 31 of the Plan year will be used when proration(s) are not required for the following Plan Coverage Period(s), unless modified by the Committee:
January 1, 2019 through December 31, 2019.
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 1 of 7 |
STIP PERFORMANCE MEASURES AND GOALS
Performance metrics, weighting, and the pre-established performance goals are set by the Compensation Committee. Performance against pre-established corporate goals, as determined by the Committee and the Chief Executive Officer, determine the funding level that will be available for awarding incentives. If it is determined that the 2019 STIP awards will be granted, senior management and the Board retain the sole discretion to set award levels and to adjust award levels and subsequent employee distribution.
Individual Target Award Opportunity
Each individual is assigned a target award opportunity that is a percentage of the individual’s base salary. The target percentage opportunity is determined based on the individual’s job(s) during the Plan Coverage Period, which may result in a target that has been prorated to capture the relevant base salary earnings in each job, the target percentage of each job and the amount of time spent in each job. The eligible employee’s annual eligible base salary on December 31 of the Plan year will be used when proration(s) are not required.
The annual STIP targets by job level are as follows:
Table 1:
JOB LEVEL |
2019 STIP
|
Chief Executive Officer | 100% |
Executive Vice President (EVP) | 60% - 70% |
Vice President (VP) | 40% |
Assistant Vice President (AVP) | 30% |
Director (DIR) | 25% |
Sr Manager (SRMGR), Manager (MGR), Sr Exempt Individual Contributor (SRIC) |
15%
|
Supervisor (SUPV) | 10% |
Exempt Individual Contributor (IC) | 8% |
Non-Exempt Individual Contributor (NEIC) | 5% |
Performance Goals
There are three components of the 2019 STIP performance goals for January 1 through December 31, 2019:
Table 2:
Plan Component | Weighting |
Target for January 1, 2019 through
December 31, 2019 |
Adjusted EBITDA
|
50% | $500 MM |
Adjusted Free
Cash Flow |
25% | $220 MM |
Individual
Performance |
25% |
Funds after obtaining minimum EBITDA
before award of $470 MM |
The individual performance awards are determined based on individual performance ratings as recorded on the year-end performance appraisal. As a result, eligible employees may receive an award that is higher or lower than the 2019 STIP target awards as defined by their job level.
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 2 of 7 |
FUNDING
2019 STIP Financial Targets and Payout “Curve”
– | Adjusted EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projects of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities. Adjusted EBITDA award component begins to fund after exceeding minimum adjusted EBITDA of $491 MM after cost of individual performance award and any adjusted FCF award earned, payout curve shown in Table 3 below. |
– | Adjusted Free Cash Flow (“Adjusted FCF”) (25%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. FCF has been adjusted to reflect the public budget release of February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities. Adjusted FCF award component begins to fund after exceeding a minimum adjusted FCF of $211 MM, payout curve shown in Table 3 below. |
– | Individual performance (25%). This performance metric supports our goal of pay for performance. It is determined based on individual performance assessment by our CEO. In fiscal year 2019, the Company established a minimum adjusted EBITDA threshold of $470 MM for this performance metric. The means if adjusted EBITDA for fiscal year 2019 is below $470 MM, no incentive award would be earned for the Individual Performance metric (i.e. 25% of the STI payout opportunity would not be funded). |
Table 3:
Adj. EBITDA STI Award Scale | Adj. FCF STI Award Scale | |||||||
Reported
EBITDA |
% of
Annual Award |
Updated Calculation |
Reported
FCF |
% of
Annual Award |
||||
$ | 491.00 | 25% | ← | Minimum Hurdle | → | $ | 211.00 | 25% |
$ | 492.00 | 33% | $ | 212.00 | 33% | |||
$ | 493.00 | 42% | $ | 213.00 | 42% | |||
$ | 494.00 | 50% | $ | 214.00 | 50% | |||
$ | 495.00 | 58% | $ | 215.00 | 58% | |||
$ | 496.00 | 67% | $ | 216.00 | 67% | |||
$ | 497.00 | 75% | $ | 217.00 | 75% | |||
$ | 498.00 | 83% | $ | 218.00 | 83% | |||
$ | 499.00 | 92% | $ | 219.00 | 92% | |||
$ | 500.00 | 100% | ← | Actual/Target | → | $ | 220.00 | 100% |
$ | 501.50 | 104% | $ | 221.00 | 104% | |||
$ | 504.50 | 113% | $ | 223.00 | 113% | |||
$ | 507.50 | 121% | $ | 225.00 | 121% | |||
$ | 509.00 | 125% | ← | Maximum | → | $ | 226.00 | 125% |
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 3 of 7 |
IMPACT OF INDIVIDUAL PERFORMANCE RATING ON THE 2019 STI AWARD
Individual performance rating has a direct impact on the individual performance component (25% of total) of the performance metrics of the 2019 STIP. Your manager will determine the award amount for this component based on the scale below:
Table 4:
2019 Performance Rating |
Recommended Payout Percentage for
Individual Performance Component |
Did Not Meet Expectations | 0% |
Partially Met Expectations | 50% to 75% |
Achieved Expectations | 75% to 100% |
Exceeded Expectations | 100% to 125% |
Far Exceeded Expectations | 125% to 150% |
Award amounts for company performance metrics (75% of total) are fixed based on Company’s performance for those receiving a rating of “Partially Met Expectations” or higher. Employees with an individual performance rating of “Did Not Meet Expectations” will receive a reduced payout in the range of 25% to 50% of the Company’s performance component.
PRORATION OF AWARD
If an employee meets Plan eligibility requirements for only a portion of the Plan Coverage Period, the 2019 STIP award will be prorated for any periods the employee was not eligible. For example, the 2019 STIP will be prorated in an amount equivalent to the amount of time the employee was on any of the following:
1. | Unpaid leave |
2. | Leave supplemented with a pay replacement benefit (such as STD, LTD, or workers compensation) |
3. | Absent without leave |
4. | Administrative leave as part of any Company investigation, discipline, or inquiry |
5. | Hire date after January 1, 2019 |
6. | Movement from the 2019 STIP to another incentive plan (e.g., Sales / Operations) |
7. | Movement to the 2019 STIP eligible position from another incentive plan (e.g., Sales / Operations) or from a position covered by a collective bargaining agreement |
8. | A job change that results in a change in Target % or a change in base pay during the Plan Coverage Period. |
In such situations as described above, the 2019 STIP award, if any, will be paid at the time that other 2019 STIP awards are scheduled to be paid in accordance to Plan, unless otherwise specifically stated in this Plan. For employees on leave, STIP awards will be paid to the employee once they return to work, are active and no longer on leave.
EXAMPLE - INCENTIVE AWARD CALCULATIONS:
THRYV Plan – January 1 to December 31:
Company performance metrics as well as your individual performance count towards your 2019 STIP payout calculation. Below is an example of the target 2019 STIP calculation for an eligible employee who has been employed with the Company since January 1, 2019 with an annual base salary of $70,000 and a 10% STIP target opportunity. For illustration purposes, this assumes a full 365 days of the Plan Coverage Period within the same eligible job (I.e. no prorations):
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 4 of 7 |
Compensation Assumptions: January 1 – December 31:
● | Base Salary = $70,000 |
● | Award Target % = 10% |
● | Award Target $ = $7,000 |
● | Performance Rating = Achieved Expectations |
Company Performance Assumptions: January 1 – December 31:
● | Company EBITDA achievement of $500 MM, 100% of target. |
● | Company FCF achievement of $220 MM, 100% of target. |
● | MBO pool fully funded as EBITDA threshold of $470 MM exceeded. |
The employee’s 2019 STIP will therefore be as follows for each of the components:
Payout calculation for the Period January 1 – December 31:
Table 5:
* Awarded by manager within allotted range, see table 4.
TIMING OF PAYMENTS
Assuming Plan requirements are satisfied, which include Board review and approval, award payments will be targeted for spring 2020 to eligible employees actively working and on payroll at the time of payment.
DEFINITIONS
BASE SALARY EARNINGS
An eligible employee’s base salary earnings paid during the Plan period as of December 31 or prorated for each eligible job(s) within the Plan period. Base salary earnings for this purpose do not include benefits, bonuses, overtime, or other awards.
BOARD
The Company’s Board of Directors.
COMMITTEE
The Compensation and Benefits Committee of the Board of Directors of the Company.
COMPANY
Thryv Holdings, Inc. and its consolidated subsidiaries.
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 5 of 7 |
ADJUSTED EBITDA
Total Company operating income, before interest, taxes, depreciation and amortization, each calculated in accordance with GAAP. This performance metric supports our focus on improving revenue trends, and reflects the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted EBITDA is adjusted for certain investments in growth opportunities.
ADJUSTED FREE CASH FLOW (FCF)
This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget released on February 26, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. Adjusted Free Cash Flow does not include certain tax liabilities, settlement of liability based stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
INDIVIDUAL TARGET OPPORTUNITY
An eligible STI target percentage for eligible employee based on one’s job level(s).
NON-BARGAINED FOR
Non-represented employees or those employees not working under a collective bargaining agreement.
PLAN COVERAGE PERIOD
The Plan Coverage Period is January 1, 2019 through December 31, 2019.
ADMINISTRATION
Approval/Objectives Guidelines
2019 STIP Awards are at the sole discretion of senior management and the Board of Directors, and may or may not be granted based upon Company, functional unit, departmental, and/or individual performance in the plan year. If it is determined that 2019 STIP awards will be granted, senior management and the Board of Directors retain the sole discretion to set award levels and to adjust award levels and subsequent employee distributions.
When 2019 STIP Awards are Earned
2019 STIP Awards are not earned, are not due, and shall not vest unless and until the following conditions are met: (1) the Approval/Objective Guidelines are met, (2) the Board approves corporate performance and payment, (3) all 2019 STIP eligibility requirements as described herein are met, (4) the individual is employed and actively working for the Company (or on Company Approved or job protected leave) on the payment date, and (5) the payout date occurs.
2019 STIP awards, if any, will be paid within guidelines noted within, and processed with your regular payroll check. All legally required and applicable income and employment taxes and withholdings will be deducted from the gross incentive award paid to participants. Awards are considered eligible compensation for the purposes of calculating 401(k) plan match and contributions, but are not otherwise considered compensation for the purpose of other employee benefits.
Interpretation
The Company shall have the full power and authority to interpret, construe, and administer this Plan, including the determination of the amount of each participant’s award amount.
Short-Term Deferral
All 2019 STIP awards will be paid with the short-term deferral period, and thus, are exempt from Internal Revenue Code Section 409A.
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 6 of 7 |
Disclaimer
THIS PLAN IS NOT A CONTRACT OF EMPLOYMENT OR OTHERWISE ALTER YOUR AT-WILL EMPLOYMENT STATUS AND DOES NOT CREATE ANY CONTRACTUAL RIGHTS. Any payment under the Plan or this incentive award is discretionary and at the will of the Company. This Plan document and the award schedules set forth herein do not constitute an express or implied promise of continued employment for any period or at all, and will not interfere in any way with a participant’s right to terminate or the Company’s right to terminate a participant’s employment at any time, with or without cause and with or without notice.
The Company may terminate the Plan, or amend or modify the Plan in any respect, at any time, and without notice. This Plan may be superseded by federal, state, and local laws to the extent applicable.
HR Compensation | 2019 Short Term Incentive Plan | Amended November 5, 2019 |
Page 7 of 7 |
1. |
Classified as a permanent employee;
|
2. |
Employed with the Company during some portion of the period for which the bonus is being measured, and initially be hired by the Company before October 1, 2020; and
|
3. |
Selected by the Committee for participation before the payment date; and
|
4. |
Actively working at the Director level or above through the payment date, or on Company-approved or job-protected leave for any periods not worked where the Company has a reasonable expectation that the employee will return to their
position in the near future and is active on the date the incentive award is “earned,” as defined in the Administration section. An individual is “actively working” if he or she is actually working and carrying out his or her duties at the
Company, or he or she is on PTO or a paid Company holiday.
|
1. |
Employees who voluntarily terminate their employment or are involuntarily terminated for any reason are not eligible for the 2020 OPP payment. In addition, payment to employees who are under investigation for misconduct on the normal
payout date may be delayed. If it is determined that misconduct occurred and termination occurs, the award is forfeited in accordance with applicable state law.
|
2. |
Contractors and interns are not eligible.
|
Metric
|
Weight
|
Threshold
|
Maximum
|
EBITDA
|
50%
|
$407.5 MM
|
No Cap
|
Adj. FCF
|
50%
|
$202 MM
|
No Cap
|
[1] FCF approved 605 (Accounting Standard) Budget dated 12-10-2019 has been adjusted for the settlement of the $50 MM Tax Liabilities assumed in the YP acquisition.
|
JOB LEVEL
|
2020 OPP TARGET %
|
Chief Executive Officer (CEO)
|
100%
|
Executive Vice President (EVP)
|
60% - 70%
|
Vice President (VP)
|
40%
|
Assistant Vice President (AVP)
|
30%
|
Director (DIR)
|
25%
|
|
1. |
Unpaid Leave
|
|
2. |
Leave supplemented with a pay replacement benefit (such as STD, LTD, or workers compensation)
|
|
3. |
Absence without leave
|
|
4. |
Administrative leave as part of any company investigation, discipline, or inquiry
|
|
5. |
Hire date after January 1, 2020.
|
|
6. |
Existing employees who have a job change into or out of a role, a change in Target % or a change in base pay during the Plan Coverage Period that is eligible for participation in the OPP.
|
• |
Base Salary = $100,000
|
• |
Target Bonus % = 25%
|
• |
Total Target Bonus = $25,000 (EBITDA = $12,500, FCF = $12,500)
|
2020
OPP Component
|
Assuming Minimum Goal
Achieved (MM)
|
Target Payout
|
% of Pool Achieved
|
Total Payout
|
EBITDA
|
413.5
|
$12,500
|
33%
|
$4,125
|
FCF
|
220.0
|
$12,500
|
100%
|
$12,500
|
$16,625
|
||||
Assumes $100,000 base salary and 25% target bonus $
|
HR Compensation
|
2020 Over Performance Plan
|
January 2020
|
1. |
Classified as a permanent employee;
|
2. |
Employed with the Company during some portion of the period for which the award is being measured, and initially hired by the Company before October 1, 2020; and
|
3. |
Actively working through the payment date, or on Company-approved or job-protected leave for any periods not worked where the Company has a reasonable expectation that the employee will return to their position in the near future and is
active on the date the award is “earned,” as defined in the Administration section. An individual is “actively working” if he or she is actually working and carrying out his or her duties at the Company, or he or she is on PTO or a paid
Company holiday.
|
4. |
Must be in an STI eligible position for a minimum of 90 consecutive days in order to be eligible for a prorated award.
|
1. |
Employees who voluntarily terminate their employment or are involuntarily terminated for any reason are not eligible for the 2020 STIP payment. In addition, payment to employees who are under investigation for misconduct on the normal
payout date may be delayed. If it is determined that misconduct occurred and termination occurs, the award is forfeited in accordance with applicable state law.
|
2. |
Contractors and interns are not eligible.
|
3. |
Employees who are participating in any other incentive plan within the Company (i.e. Sales Incentive programs, quarterly incentive programs, etc.).
|
4. |
Employees who are in an STI eligible position for less than 90 consecutive days.
|
JOB LEVEL
|
2020 STIP TARGET %
|
Chief Executive Officer
|
100%
|
Executive Vice President (EVP)
|
60% - 70%
|
Vice President (VP)
|
40%
|
Assistant Vice President (AVP)
|
30%
|
Director (DIR)
|
25%
|
Sr Manager (SRMGR), Manager (MGR),
Sr Exempt Individual Contributor (SRIC)
|
15%
|
Supervisor (SUPV)
|
10%
|
Exempt Individual Contributor (IC)
|
8%
|
Non-Exempt Individual Contributor (NEIC)
|
5%
|
Plan Component
|
Weighting
|
Target for January 1, 2020 through December 31, 2020
|
EBITDA
|
50%
|
$400 MM
|
Adjusted Free Cash Flow
|
25%
|
$197 MM
|
Individual Performance
|
25%
|
Funds once EBITDA reaches $375 MM
|
|
– |
EBITDA incentive component begins to fund after exceeding minimum EBITDA of $391 MM after cost of individual performance incentive and any adjusted FCF incentive earned, payout curve shown in Table 3 below.
|
|
– |
The Free Cash Flow (FCF) incentive component begins to fund after exceeding a minimum FCF of $188 MM, payout curve shown in Table 3 below.
|
|
– |
Individual performance component of the incentive funds after obtaining minimum EBITDA of $375 MM.
|
[1] FCF approved 605 (Accounting Standard) Budget dated 12-10-2019 has been adjusted for the settlement of the $50 MM Tax Liabilities assumed in the YP acquisition.
|
2020 Performance Rating
|
Recommended Payout Percentage for Individual Performance Component
|
Did Not Meet Expectations
|
0%
|
Partially Met Expectations
|
50% to 75%
|
Achieved Expectations
|
75% to 100%
|
Exceeded Expectations
|
100% to 125%
|
Far Exceeded Expectations
|
125% to 150%
|
1. |
Unpaid leave
|
2. |
Leave supplemented with a pay replacement benefit (such as STD, LTD, or workers compensation)
|
3. |
Absent without leave
|
4. |
Administrative leave as part of any Company investigation, discipline, or inquiry
|
5. |
Hire date after January 1, 2020
|
6. |
Movement from the 2020 STIP to another incentive plan (e.g., Sales / Operations)
|
7. |
Movement to the 2020 STIP eligible position from another incentive plan (e.g., Sales / Operations) or from a position covered by a collective bargaining agreement
|
8. |
A job change that results in a change in Target % or a change in base pay during the Plan Coverage Period.
|
• |
Base Salary = $60,000
|
• |
Bonus Target % = 10%
|
• |
Bonus Target $ = $6,000
|
• |
Performance Rating = Achieved Expectations
|
• |
Company EBITDA achievement of $395 MM, 50% of target.
|
• |
Company FCF achievement of $189 MM, 20% of target.
|
• |
MBO pool fully funded as EBITDA threshold of $375 MM exceeded.
|
A
|
B
|
C
|
||
2020
STIP Component
|
Bonus
Target ($)
|
Measure Weighting
|
Target Achieved
|
Award
Payout (A*B*C)
|
EBITDA
|
$6,000
|
50%
|
50%
|
$1,500
|
FCF
|
$6,000
|
25%
|
20%
|
$300
|
Individual Performance (MBO)
|
$6,000
|
25%
|
100% *
|
$1,500
|
2020 STIP Payout
|
$3,300
|
HR Compensation
|
2020 Short Term Incentive Plan
|
April 2020
|
Introduction to your EVP Severance Program
|
1
|
Eligibility
|
1
|
Separations
|
3
|
Severance Pay and Other Benefits
|
5
|
Section 409A
|
8
|
Administrative Information
|
8
|
Your Rights Under ERISA
|
10
|
Miscellaneous
|
13
|
Appendix A
|
17
|
|
• |
Information on how the EVP Plan works
|
|
• |
To verify eligibility for Severance Benefits (as defined under “Severance Pay and Other Benefits”), as defined below
|
|
• |
To ensure your completed Legal Release (as defined under “Eligibility” section) has been received by the Company
|
|
• |
Immediately prior to the date of your separation from service (the “Termination Date”) you are a regular, full-time employee of the Company serving in a
position of Executive Vice President, or a more senior position (hereinafter referred to as an “EVP”);
|
|
• |
Your employment is terminated due to a Qualifying Separation;
|
|
• |
You promptly return all property of the Company and pay all amounts, if any, that you owe to the Company or agree to have all such amounts deducted from
the Severance Benefits to be paid under the EVP Severance Program;
|
|
• |
You timely execute and return a general legal release in such form and containing such terms and conditions as may be required by the Company (the “Legal Release”),
within sixty (60) days of the Termination Date and do not revoke such release within the time permitted under applicable state or federal law, and reaffirm in writing in the Legal Release your obligations under any existing agreements or commitments concerning non-competition, non-solicitation, non-disparagement, confidentiality, trade secrets and intellectual property (collectively, “Company Protection Obligations”); provided that if you are not bound by such Company Protection Obligations as of the Termination
Date, the Company may require that the Legal Release include Company Protection Obligations to which it
requires newly-hired EVP’s to commit prior to their employment with Company; and
|
|
• |
You are not in one of the excluded categories listed below.
|
|
• |
You are not included within the Eligibility Criteria as described above.
|
|
• |
You voluntarily terminate your employment, except under circumstances that constitute Good Reason (as defined under “Separations”).
|
|
• |
You are terminated by the Company for Cause (as defined under “Separations”).
|
|
• |
You are an employee who is subject to an employment agreement with the Company that does not provide for participation in the EVP Plan.
|
|
• |
Your employment is terminated due to retirement, death or disability.
|
|
• |
You are a temporary, project, supplemental, contract, seasonal, occasional, or contingent employee, or any other individual retained for a fixed duration.
|
|
• |
You are classified by the Company as an independent contractor or consultant, regardless of what any other person or authority may determine about your employment status.
|
|
• |
You are a service provider whose pay is reported on Internal Revenue Service (IRS) Form 1099 rather than IRS Form W-2, without regard to any retroactive change in such reporting.
|
|
• |
You are paid through the accounts payable system rather than the payroll system of the Company.
|
|
• |
You are paid by either a third-party temporary services company (a temp agency) or a third-party service provider that is not a Participating Company.
|
|
• |
You are retained by the Company under a contract or agreement that specifies that you are not eligible for benefits under Company-provided severance plans,
or that you are not eligible to participate in this EVP Plan.
|
|
• |
You are on an approved long-term disability (LTD) when your employment terminates.
|
|
• |
You are on an unapproved absence from work when your employment terminates.
|
|
• |
You refuse to work during your notification period when asked to do so.
|
|
• |
By the Company for reasons other than Cause. “Cause” means: (i) employee’s willful and continued failure substantially to perform the duties of his or her
position (other than as a result of total or partial incapacity due to physical or mental illness or as a result of a termination by executive for Good Reason, as hereinafter defined), (ii) any willful act or omission by employee constituting
dishonesty, fraud or other malfeasance, which in any such case is demonstrably (and, in the case of other malfeasance, materially) injurious to the financial condition or business reputation of the Company,
or (iii) employee’s conviction of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business which materially impairs the value
of employee’s services to the Company. For purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by employee not in good faith and without a reasonable belief
that such action or failure to act was in or not opposed to the best interests of the Company.
|
|
• |
By you for Good Reason. “Good Reason” means that the Company causes, without such employee’s consent: (a) material
diminution in (i) employee’s then current title, but only if such diminution accompanies a diminution in employee’s position, duties or responsibilities, or (ii) employee’s then-current position, duties or responsibilities; or (b) the
assignment to employee of duties and responsibilities that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with employee’s then current position; or (c) material reduction in such employee’s
total compensation opportunity under any and all base salary, annual incentive, long-term incentive, stock award and other compensatory plans and programs made available to employee by Company in
connection with his or her employment, except for any such reduction that reasonably proportionately adversely impacts all other similarly situated employees eligible for Severance Benefits under this
EVP Plan, or (d) material relocation of employee’s principal workplace without his or her consent (for purposes of this section, “material relocation” shall mean
a relocation of employee’s principal workplace by a distance that exceeds fifty (50) miles), or (e) at the time of a Change in Control, the successor or acquiring company fails or refuses to assume the
obligations of the Company under this EVP Plan. Notwithstanding the foregoing, Good Reason shall be found to exist
only if the employee has provided written notice to the Company of the condition giving rise to Good Reason within ninety (90) days following the occurrence
of the condition giving rise to Good Reason, the Company does not cure such condition within thirty (30) days
following the receipt of such notice from employee, and employee resigns within one-hundred and eighty (180) days following the initial existence of such condition.
|
|
• |
You are offered a position with any DexYP company (even if such company is not a Participating Company) at or around the time the Company terminates your
employment.
|
|
• |
It is a voluntary termination of employment other than for Good Reason.
|
|
• |
It is an involuntary termination of employment that is characterized (at the time of termination or subsequently) by the Company as a termination for misconduct or for Cause, regardless of any contrary characterization or re-characterization of your termination by any other person or governmental authority (such as a court).
|
|
• |
You do not have a period of unemployment following your termination of employment with the Company. For example:
|
|
➢ |
You transfer or terminate employment so that you can begin another position with any of the following:
|
|
◾ |
The same Company.
|
|
◾ |
Another Related Employer (whether or not it is a Participating Company). A “Related Employer” is any corporation,
partnership, joint venture or other entity in which Dex Media Holdings, Inc. or its subsidiaries directly or indirectly hold a 10% or greater ownership interest.
|
|
◾ |
An unrelated company or other entity that enters into a transaction with the Company (for example, in a purchase of stock or assets; a spin-off, reorganization or similar transaction; a
contribution to a joint venture; or a contract to outsource a function previously performed in-house).
|
|
➢ |
You transfer to or become employed by any other company or entity because of or in connection with a termination of all or part of an outsourcing arrangement, whether the arrangement ends early or follows its normal course.
|
|
• |
It is a voluntary or involuntary termination upon your turning down an offer of employment with an entity that enters into a transaction with the Company (for example, a purchase of stock or
assets; a spin-off, reorganization or similar transaction; a contribution to a joint venture; or a contract to outsource a function previously performed in-house), or with a Company outsourcing
customer or vendor.
|
|
• |
You revoke your Legal Release within 7 calendar days of signing the Legal Release.
|
|
• |
You refuse to continue to work for the Company during your notification period, if asked by the Company to do so.
|
|
• |
A legally-binding release and waiver of specified claims you may have as of the date of the release relating to your employment, which will be set forth in the document.
|
|
• |
A deadline for delivery of the Legal Release.
|
|
• |
Other provisions as the Company deems necessary or appropriate to protect its reasonable business interests, such as commitments regarding confidentiality, non-solicitation and non-competition.
|
|
• |
Cash severance pay as described in the “Salary Continuation Severance Pay” section below.
|
|
• |
Prorated and target bonus(es) as described in the “Separation Bonus Payments” section below.
|
|
• |
Company provided basic life insurance coverage for up to 18 months.
|
|
• |
Outplacement Service Benefits as described in the “Outplacement Service Benefits” section below.
|
|
• |
The Target Bonus Severance or Target Change in Control Bonus Severance, as applicable, will be paid in equal installments for the same period and at the same time as the Salary Continuation Severance, described above.
|
|
• |
The Pro-rata Bonus Payment will be paid in a lump sum in the calendar year after the calendar year containing your Termination Date (generally at the same time bonuses are otherwise paid under the
applicable bonus program).
|
|
• |
One-on-one consulting
|
|
• |
Developing resumes
|
|
• |
Interviewing techniques
|
|
• |
Networking tips
|
|
• |
Career Resource Network (CRN) online tools and resources
|
|
• |
Job leads and job development
|
|
• |
Access to SkillSoft courses
|
|
• |
Strategies for negotiation and evaluating job offers
|
Benefit Plan
|
Administrator/ Vendor
|
Phone Number
|
Web Address
|
||||
Pension
|
Mercer (former Dex One and former Dex Media)
|
888-867-5963
|
http://www.mypensioncenter.com/DexMedia
|
||||
Milliman (former SuperMedia)
|
866-767-1212
|
http://millimanbenefits.com
|
|||||
Savings/401(k)
|
Fidelity
|
800-835-5095
|
http://www.netbenefits.com
|
||||
Health benefits through COBRA
|
DexYP COBRA Center
|
866-206-5751
|
https://www.mybenefits.WageWorks.com
|
||||
Life Insurance
|
MetLife
|
800-638-6420
|
www.metlife.com/mybenefits
|
||||
Accident Insurance and Critical Illness Insurance
|
MetLife
|
800-638-6420
|
www.metlife.com/mybenefits
|
||||
Home & Auto Insurance
|
MetLife, Group Policy No: 0002021821
|
800-438-6388
|
https://autohome.metlife.com
|
||||
Travelers, Group Policy No: 62640
|
888-695-4640
|
https://pijas.travelers.com/affinityhome/affinit yHome.html?sponsor=dexmedia
|
|||||
Liberty Mutual, Group Policy No: 113377
|
800-524-9400
|
http://www.libertymutual.com/dexmedia
|
Benefit Plan
|
Administrator/ Vendor
|
Phone Number
|
Web Address
|
||||
Group Legal Insurance
|
ARAG North America, Group Policy No: 17842
|
800-247-4184
|
https://www.araglegalcenter.com
|
||||
Pet Insurance
|
Veterinary Pet Insurance (VPI), Group Policy No: 2822
|
877-738-7874
|
http://www.petinsurance.com/dexmedia
|
||||
Tuition Assistance
|
EdLink/EdAssist
|
800-732-2235
|
http://tamsonline.org/dexmedia
|
||||
Career Services
|
Lee Hecht Harrison
|
888-899-9306
|
http://www.LHH.com
|
Plan Sponsor
|
Dex Media Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810
D/FW Airport, Texas 75261
EIN: 13-2740040
|
||
EVP Plan Administrator
(named fiduciary)
|
Dex Media Holdings, Inc. Employee Benefits and Asset Management Committee
2200 West Airfield Drive
P.O. Box 619810
D/FW Airport, Texas 75261
972-453-7000
|
||
Initial Claims Administrator
|
Dex Media Severance Administration Team
2200 West Airfield Drive
P.O. Box 619810
D/FW Airport, Texas 75261
972-453-7000
|
||
Participating Companies
|
Dex Media Holdings, Inc. and Dex Media, Inc. are Participating Companies.
|
||
Agent for Service of Legal
Process
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CT Corporation System
350 North St. Paul
Suite 2900
Dallas, Texas 75201
Service of legal process may also be made upon the EVP Plan Administrator.
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EVP Plan Year
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January 1 through December 31
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Make findings of fact.
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Determine eligibility for participation, benefits and other rights under the EVP Plan and to decide all claims under the EVP Plan.
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Determine whether any election or notice requirement or other administrative procedure under the EVP Plan has been adequately observed.
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Determine the proper recipient, and the amount, of any EVP Plan benefits.
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Remedy possible ambiguities, inconsistencies or omissions by general rule or particular decision.
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Otherwise interpret the EVP Plan in accordance with its terms.
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Examine, without charge, at the EVP Plan Administrator’s office and at other specified locations, such as worksites and applicable union halls, all documents governing the EVP Plan, including applicable collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the EVP Plan with the U.S. Department of Labor and available at the Public Disclosure Room of
the Employee Benefits Security Administration.
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Obtain, upon written request to the EVP Plan Administrator, copies of documents governing the operation of the EVP Severance Program, including applicable
collective bargaining agreements, the latest annual report (Form 5500 Series), and updated summary plan description. The EVP Plan Administrator may make a reasonable charge for the copies.
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• Any other information, documents, etc. that you believe support your appeal.
As part of the appeals process, you or your duly authorized representative may submit written comments, documents, records and other information related to the claim. You will be provided, upon request and free of charge, reasonable access
to and copies of all documents, records, and other information (all of which must not be privileged) relevant to the benefit claim.
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When you will be
notified of the appeal
decision
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The EVP Plan Administrator or its delegate will review your appeal, taking into consideration all comments, documents, records and other information you have submitted. The EVP Plan Administrator or its delegate will notify you of its decision within 60 days receiving your appeal (120 days, when special circumstances apply).
If your appeal is approved, the EVP Plan Administrator or its delegate will notify you in writing.
If your appeal is denied, in whole or in part, the EVP Plan Administrator or its delegate will notify you in writing. The written denial notice will
contain the following information:
• The specific reason(s) for denial.
• References to the EVP Plan provisions on which the denial was based.
• A statement regarding documents, records and other information that you are entitled to receive on request and free of charge.
• A statement regarding your right to bring a civil action for benefits under ERISA Section 502(a).
If a decision on appeal is not received within the periods specified above, you should consider the claim and appeal denied. If you want to file a suit under ERISA, you must do so within 180 days after your appeal is denied and the suit
must be filed in the federal courts of Tarrant County, Texas.
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Step 3:
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How to proceed if
necessary
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The decision on your appeal is final. As a result, the EVP Plan Administrator or its delegate will not review your matter again. You have a right to bring a civil action if your claim is denied on
appeal.
Keep in mind that before you can bring any action at law or in equity to recover EVP Plan benefits, you must exhaust the administrative claim and appeal
process described above. Specifically, you must file a timely claim as explained in Step 1, file a timely appeal as explained in Step 2, and the appeal must be finally denied by the EVP Plan Administrator or
its delegate. Only then may you file suit to recover EVP Plan benefits and you must do so within 180 days after your appeal is denied and the suit must be filed in the federal courts of
Tarrant County, Texas.
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Any Company-paid Outplacement Service Benefits not yet rendered will immediately cease.
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The portion of your Severance Benefits that has not been paid at the time of your re-employment will be forfeited.
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DEXYP
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By: |
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Debra M. Ryan, EVP - Chief Human Resources Officer
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Salary Continuation
Severance
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Target Bonus Severance
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Pro Rata Bonus for Year of Separation
under Company Bonus Plan
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Installment payments equal to 78 Weeks of Pay payable in equal installments on the Company’s regular payroll schedule over a period of 78 Weeks (“Regular
Salary Continuation Severance”).
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One and one-half (1.5) times the employee’s target bonus under the applicable short- term incentive bonus plan in effect on the Termination Date, payable in equal installments on the Company’s regular payroll schedule over a period of 78 Weeks (“Target Bonus Severance”).
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If employee has worked at least ninety (90) days of the current calendar year at the Termination Date, a prorated bonus (prorated based on number of days worked in the current year) determined in
accordance with the applicable short-term incentive bonus plan in effect and actual performance for the entire performance period, payable in the calendar year following the calendar year that includes the Termination
Date (generally at such time as bonuses are otherwise paid under such bonus program) (“Pro Rata Bonus Severance”).
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Salary Continuation
Severance
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Target Bonus Severance
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Pro Rata Bonus for Year of Separation
under Company Bonus Plan
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Installment payments equal to 104 Weeks of Pay payable in equal installments on the Company’s regular payroll schedule over a period of 104 Weeks (“Change
in Control Salary Continuation Severance”).
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Two (2) times the employee’s target bonus under the applicable short-term incentive bonus plan in effect on the Termination Date, payable in equal installments on the Company’s regular payroll schedule over a period of 104 Weeks (“Target Change in Control Bonus Severance”).
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If employee has worked at least ninety (90) days of the current calendar year at the Termination Date, a prorated bonus (prorated based on number of days worked in the current year) determined in
accordance with the applicable short-term incentive bonus plan in effect and actual performance for the entire performance period, payable in the calendar year following the calendar year that includes the Termination
Date (generally at such time as bonuses are otherwise paid under such bonus program) (“Pro Rata Bonus Severance”).
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i. |
Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company owned directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;
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During any period of twelve (12) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company (the “Board”), and any new director (other than a director designated by a person (as
defined above) who has entered into an agreement with the Company to effect a transaction described in subsections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
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The shareholders of the Company have approved a merger or consolidation of the Company with any other company and all other required governmental approvals
of such merger or consolidation have been obtained, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in
which no person (as defined above) becomes the beneficial owner (as defined above) of more than 30% of the combined voting power of the Company’s then outstanding securities;
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The shareholders of the Company have approved a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, and all other required governmental approvals of such transaction have been obtained; or
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v. |
Any other event that would be required to be reported as a “Change in Control” on Form 8-K under the Exchange Act or which the Board determines constitutes a Change in Control.
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The date of your re-employment or death;
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Twelve (12) months after the date of your separation from the Company; or
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One (1) year from the date you first engage in using the outplacement service benefits.
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Name
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Jurisdiction
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Thryv, Inc.
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Delaware
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Thryv Charitable Foundation
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Delaware (a 501(c)(3) nonprofit organization)
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