Exhibit 10.2
REAFFIRMATION
REAFFIRMATION,
dated as of June 6, 2008 (this “ Reaffirmation
”), with respect to the Second Amended and Restated Guarantee
and Collateral Agreement, dated as of December 13, 2005 (the
“ Guarantee and Collateral Agreement ”), made by
R.H. Donnelley Corporation, a Delaware corporation (“
Holdings ”), R.H. Donnelley Inc., a Delaware
corporation and a wholly owned subsidiary of Holdings (the “
Borrower ”) and certain subsidiaries of the Borrower
in favor of Deutsche Bank Trust Company Americas, as administrative
agent (in such capacity, the “ Administrative Agent
”).
WITNESSETH :
WHEREAS,
Holdings, the Borrower, the lenders parties thereto, the
Syndication Agent, the Co-Documentation Agents and the Lead
Arrangers named therein and the Administrative Agent are parties to
the Second Amended and Restated Credit Agreement, dated as of
December 13, 2005 (as amended by the First Amendment dated as
of April 24, 2006 and as further amended, supplemented or
otherwise modified from time to time) (the “ Existing
Credit Agreement ”);
WHEREAS,
concurrently with the execution of this Reaffirmation, the Existing
Credit Agreement will be amended by that certain Second Amendment,
dated as of June 6, 2008 (the “ Second Amendment
”), which, among other things, shall provide for (i) the
establishment of new commitments to make Revolving Loans, and to
acquire participations in Letters of Credit and Swingline Loans
under the Credit Agreement, which will replace a portion of the
existing Revolving Commitments and (ii) new revolving loans
thereunder, the proceeds of which will be utilized to refinance the
currently outstanding Revolving Loans under the Terminated
Revolving Commitments (as defined in the Second Amendment);
WHEREAS,
pursuant to the Existing Credit Agreement, as amended by the Second
Amendment (the “ Amended Credit Agreement ”),
the Existing Revolving Lenders (as defined in the Second Amendment)
will maintain, and the Additional Revolving Lenders (as defined in
the Second Amendment) will make Revolving Commitments and Revolving
Loans to, and the Issuing Lender will issue Letters of Credit from
time to time for the account of, the Borrower;
WHEREAS,
each Subsidiary of the Borrower that is a party hereto
(collectively, together with Holdings and the Borrower, the “
Confirming Parties ”) has guaranteed the Borrower
Credit Agreement Obligations (as defined in the Guarantee and
Collateral Agreement);
WHEREAS,
as collateral security for the Secured Obligations (as defined in
the Guarantee and Collateral Agreement), each Confirming Party has
granted to the Administrative Agent, for the ratable benefit of the
Lenders, a security interest in the Collateral referred to in the
Guarantee and Collateral Agreement;
WHEREAS,
all of the liabilities and obligations of the Borrower under the
Existing Credit Agreement are being continued in full force and
effect, unpaid and undischarged (except to the extent expressly
provided in the Second Amendment) pursuant to the Second
Amendment;
