<PAGE>
EXHIBIT 4.9
EXECUTION COPY
================================================================================
DEX MEDIA EAST LLC
(formerly known as SGN LLC)
DEX MEDIA EAST FINANCE CO.
12 1/8% Senior Subordinated Notes due 2012
----------
INDENTURE
Dated as of November 8, 2002
----------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
ARTICLE 1
Definitions and Incorporation by Reference
------------------------------------------
SECTION 1.01.
Definitions......................................................................1
SECTION 1.02. Other
Definitions...............................................................18
SECTION 1.03.
Incorporation by Reference of Trust Indenture
Act...............................19
SECTION 1.04. Rules of
Construction...........................................................19
ARTICLE 2
The Securities
--------------
SECTION 2.01. Amount
of Securities; Issuable in
Series........................................20
SECTION 2.02. Form and
Dating.................................................................21
SECTION 2.03.
Execution and
Authentication....................................................21
SECTION 2.04.
Registrar and Paying
Agent......................................................22
SECTION 2.05. Paying
Agent to Hold Money in
Trust.............................................22
SECTION 2.06. Holder
Lists....................................................................23
SECTION 2.07. Transfer
and
Exchange...........................................................23
SECTION 2.08.
Replacement
Securities..........................................................24
SECTION 2.09.
Outstanding
Securities..........................................................24
SECTION 2.10.
Temporary
Securities............................................................24
SECTION 2.11.
Cancelation.....................................................................25
SECTION 2.12.
Defaulted
Interest..............................................................25
SECTION 2.13. CUSIP
and ISIN
Numbers..........................................................25
ARTICLE 3
Redemption
----------
SECTION 3.01. Notices
to
Trustee..............................................................25
SECTION 3.02.
Selection of Securities To Be
Redeemed..........................................26
SECTION 3.03. Notice
of
Redemption............................................................26
SECTION 3.04. Effect
of Notice of
Redemption..................................................26
SECTION 3.05. Deposit
of Redemption
Price.....................................................27
SECTION 3.06.
Securities Redeemed in
Part.....................................................27
ARTICLE 4
Covenants
---------
SECTION 4.01. Payment
of
Securities...........................................................27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
SECTION 4.02. SEC
Reports.....................................................................27
SECTION 4.03.
Limitation on
Indebtedness......................................................28
SECTION 4.04.
Limitation on Restricted
Payments...............................................30
SECTION 4.05.
Limitation on Restrictions on Distributions from Restricted
Subsidiaries...................................................................34
SECTION 4.06.
Limitation on Sales of Assets and Subsidiary
Stock..............................35
SECTION 4.07.
Limitation on Transactions with
Affiliates......................................38
SECTION 4.08. Change
of
Control...............................................................39
SECTION 4.09.
Compliance
Certificate..........................................................41
SECTION 4.10. Further
Instruments and
Acts....................................................41
SECTION 4.11. Future
Subsidiary Note
Guarantors...............................................41
SECTION 4.12.
Limitation on Lines of
Business.................................................41
SECTION 4.13.
Limitation on the Conduct of Business of Dex Media East
Finance........................................................................41
ARTICLE 5
Successor Company
-----------------
SECTION 5.01.
When the Company or
Dex Media East Finance May
Merge or Transfer
Assets.......................................................42
ARTICLE 6
Defaults and Remedies
---------------------
SECTION 6.01. Events
of
Default...............................................................43
SECTION 6.02.
Acceleration....................................................................45
SECTION 6.03. Other
Remedies..................................................................45
SECTION 6.04. Waiver
of Past
Defaults.........................................................46
SECTION 6.05. Control
by
Majority.............................................................46
SECTION 6.06.
Limitation on
Suits.............................................................46
SECTION 6.07. Rights
of Holders to Receive
Payment............................................47
SECTION 6.08.
Collection Suit by
Trustee......................................................47
SECTION 6.09. Trustee
May File Proofs of
Claim................................................47
SECTION 6.10.
Priorities......................................................................47
SECTION 6.11.
Undertaking for
Costs...........................................................48
SECTION 6.12. Waiver
of Stay or Extension
Laws................................................48
ARTICLE 7
Trustee
-------
SECTION 7.01. Duties
of
Trustee...............................................................48
SECTION 7.02. Rights
of
Trustee...............................................................49
SECTION 7.03.
Individual Rights of
Trustee....................................................50
SECTION 7.04.
Trustee's
Disclaimer............................................................50
SECTION 7.05. Notice
of
Defaults..............................................................50
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
SECTION 7.06. Reports
by Trustee to
Holders...................................................50
SECTION 7.07.
Compensation and
Indemnity......................................................51
SECTION 7.08.
Replacement of
Trustee..........................................................52
SECTION 7.09.
Successor Trustee by
Merger.....................................................52
SECTION 7.10.
Eligibility;
Disqualification...................................................53
SECTION 7.11.
Preferential Collection of Claims Against
Issuers...............................53
ARTICLE 8
Discharge of Indenture; Defeasance
----------------------------------
SECTION 8.01.
Discharge of Liability on Securities;
Defeasance................................53
SECTION 8.02.
Conditions to
Defeasance........................................................54
SECTION 8.03.
Application of Trust
Money......................................................55
SECTION 8.04.
Repayment to
Issuers............................................................55
SECTION 8.05.
Indemnity for Government
Obligations............................................56
SECTION 8.06.
Reinstatement...................................................................56
ARTICLE 9
Amendments
----------
SECTION 9.01. Without
Consent of
Holders......................................................56
SECTION 9.02. With
Consent of
Holders.........................................................57
SECTION 9.03.
Compliance with Trust Indenture
Act.............................................58
SECTION 9.04.
Revocation and Effect of Consents and
Waivers...................................58
SECTION 9.05. Notation
on or Exchange of
Securities...........................................59
SECTION 9.06. Trustee
to Sign
Amendments......................................................59
SECTION 9.07. Payment
for
Consent.............................................................59
ARTICLE 10
Subordination
-------------
SECTION 10.01.
Agreement To
Subordinate.......................................................59
SECTION 10.02.
Liquidation, Dissolution,
Bankruptcy...........................................60
SECTION 10.03. Default
on Senior
Indebtedness.................................................60
SECTION 10.04.
Acceleration of Payment of
Securities..........................................61
SECTION 10.05. When
Distribution Must Be Paid
Over............................................61
SECTION 10.06.
Subrogation....................................................................61
SECTION 10.07.
Relative
Rights................................................................62
SECTION 10.08.
Subordination May Not Be Impaired by Either
Issuer.............................62
SECTION 10.09. Rights
of Trustee and Paying
Agent.............................................62
SECTION 10.10.
Distribution or Notice to
Representative.......................................62
SECTION 10.11. Article
10 Not To Prevent Events of Default or Limit
Right To
Accelerate...........................................................62
SECTION 10.12. Trust
Monies Not
Subordinated..................................................62
SECTION 10.13. Trustee
Entitled To
Rely.......................................................63
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
SECTION 10.14. Trustee
To Effectuate
Subordination............................................63
SECTION 10.15. Trustee
Not Fiduciary for Holders of Senior
Indebtedness.......................63
SECTION 10.16.
Reliance by Holders of Senior Indebtedness on
Subordination
Provisions......................................................63
ARTICLE 11
Subsidiary Guarantees
---------------------
SECTION 11.01.
Subsidiary
Guarantees..........................................................64
SECTION 11.02.
Limitation on
Liability........................................................66
SECTION 11.03.
Successors and
Assigns.........................................................66
SECTION 11.04. No
Waiver......................................................................66
SECTION 11.05.
Modification...................................................................67
SECTION 11.06.
Execution of Supplemental Indenture for Future
Subsidiary
Guarantors.........................................................67
SECTION 11.07.
Non-Impairment.................................................................67
ARTICLE 12
Subordination of the Subsidiary Guarantees
------------------------------------------
SECTION 12.01.
Agreement To
Subordinate.......................................................67
SECTION 12.02.
Liquidation, Dissolution,
Bankruptcy...........................................67
SECTION 12.03. Default
on Designated Senior Indebtedness of
a Subsidiary
Guarantor........................................................68
SECTION 12.04. Demand
for
Payment.............................................................69
SECTION 12.05. When
Distribution Must Be Paid
Over............................................69
SECTION 12.06.
Subrogation....................................................................69
SECTION 12.07.
Relative
Rights................................................................70
SECTION 12.08.
Subordination May Not Be Impaired by a Subsidiary
Guarantor.....................................................................70
SECTION 12.09. Rights
of Trustee and Paying
Agent.............................................70
SECTION 12.10.
Distribution or Notice to
Representative.......................................70
SECTION 12.11. Article
12 Not To Prevent Events of Default or Limit
Right To
Accelerate...........................................................70
SECTION 12.12. Trustee
Entitled To
Rely.......................................................71
SECTION 12.13. Trustee
To Effectuate
Subordination............................................71
SECTION 12.14. Trustee
Not Fiduciary for Holders of Senior
Indebtedness of a Subsidiary
Guarantor........................................71
SECTION 12.15.
Reliance by Holders of Senior Indebtedness of
a Subsidiary Guarantor on Subordination
Provisions............................71
SECTION 12.16.
Defeasance.....................................................................72
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ARTICLE 13
Miscellaneous
-------------
<S>
<C>
SECTION 13.01. Trust
Indenture Act
Controls...................................................72
SECTION 13.02.
Notices........................................................................72
SECTION 13.03.
Communication by Holders with Other
Holders....................................73
SECTION 13.04.
Certificate and Opinion as to Conditions
Precedent.............................73
SECTION 13.05.
Statements Required in Certificate or
Opinion..................................73
SECTION 13.06. When
Securities
Disregarded....................................................73
SECTION 13.07. Rules
by Trustee, Paying Agent and
Registrar...................................74
SECTION 13.08. Legal
Holidays.................................................................74
SECTION 13.09.
GOVERNING
LAW..................................................................74
SECTION 13.10. No
Recourse Against
Others.....................................................74
SECTION 13.11.
Successors.....................................................................74
SECTION 13.12.
Multiple
Originals.............................................................74
SECTION 13.13. Table
of Contents;
Headings....................................................74
Appendix A -
Provisions Relating to Original Securities, Additional
Securities and Exchange Securities
Exhibit A - Form
of Initial Security
Exhibit B - Form
of Exchange Security
Exhibit C - Form
of Supplemental Indenture
Exhibit D - Form
of Transferee Letter of Representation
</TABLE>
<PAGE>
INDENTURE dated as of November 8, 2002,
among DEX MEDIA EAST LLC (formerly known as SGN LLC),
a Delaware limited liability company (the "Company"),
DEX MEDIA EAST FINANCE CO., a Delaware corporation
("Dex Media East Finance", and together with the
Company, the "Issuers"), LCI International, Inc., a
Delaware corporation ("LCI"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as
trustee (the "Trustee").
Each party agrees as follows for the benefit of the other parties
and
for the equal and ratable benefit of the
Holders of (a) the Issuers' 12 1/8%
Senior Subordinated Notes due 2012 issued
on the date hereof (the "Original
Securities"), (b) any Additional Securities
(as defined herein) that may be
issued on any Issue Date (all such
Securities in clauses (a) and (b) being
referred to collectively as the "Initial
Securities") and (c) if and when issued
as provided in a Registration Agreement (as
defined in Appendix A hereto (the
"Appendix")), the Issuers' 12 1/8% Senior
Subordinated Notes due 2012 issued in
a Registered Exchange Offer in exchange for
any Initial Securities (the
"Exchange Securities") (together with the
Initial Securities and any Exchange
Securities issued hereunder, the
"Securities"). Securities in an aggregate
principal amount of $525,000,000 will be
initially issued on the date hereof.
Subject to the conditions and in compliance
with the covenants set forth herein,
the Issuers may issue an unlimited
aggregate principal amount Additional
Securities from time to time.
ARTICLE 1
Definitions and Incorporation by Reference
------------------------------------------
SECTION 1.01. Definitions.
------------
"Additional Assets" means (a) any property or assets (other
than
Indebtedness and Capital Stock) to be used
by the Company or a Restricted
Subsidiary in a Permitted Business; (b) the
Capital Stock of a Person that
becomes a Restricted Subsidiary as a result
of the acquisition of such Capital
Stock by the Company or another Restricted
Subsidiary; or (c) Capital Stock
constituting a minority interest in any
Person that at such time is a Restricted
Subsidiary; provided, however, that any
such Restricted Subsidiary described in
clauses (b) or (c) above is primarily
engaged in a Permitted Business.
"additional interest" means any additional interest payable under
a
Registration Agreement.
"Additional Securities" means any 12 1/8% Senior Subordinated
Notes
issued under the terms of this Indenture
subsequent to the Closing Date.
"Additional Senior Notes" means any Senior Notes issued under the
terms
of the Senior Note Indenture subsequent to
the Closing Date.
"Adjusted Consolidated Net Income" means, for any period,
Consolidated
Net Income for such period adjusted to
eliminate the effect of the increased
basis in assets of the Company and its
Restricted Subsidiaries as a result of
purchase accounting adjustments in
connection with the Transactions.
<PAGE>
"Adjusted EBITDA" for any period means the Consolidated Net Income
for
such period, plus, without duplication, the
following to the extent deducted in
calculating such Consolidated Net Income:
(a) income tax expense of the Company
and its Consolidated Restricted
Subsidiaries, (b) Consolidated Interest Expense,
(c) customary fees and expenses of the
Company and its Consolidated Restricted
Subsidiaries payable in connection with any
Equity Offering, the Incurrence of
Indebtedness permitted pursuant to Section
4.03 or any acquisition permitted
under this Indenture, (d) depreciation
expense of the Company and its
Consolidated Restricted Subsidiaries, (e)
amortization expense of the Company
and its Consolidated Restricted
Subsidiaries (excluding amortization expense
attributable to a prepaid cash item that
was paid in a prior period), (f) all
nonrecurring charges, and (g) all other
noncash charges of the Company and its
Consolidated Restricted Subsidiaries
(excluding any such noncash charge to the
extent it represents an accrual or reserve
for cash expenditures in any future
period) less all noncash items of income of
the Company and its Consolidated
Restricted Subsidiaries. Notwithstanding
the foregoing, the provision for taxes
based on the income or profits of, the
rental expense of, the fees and expenses
of, the depreciation and amortization of,
and other noncash charges of, a
Restricted Subsidiary of the Company shall
be added to Consolidated Net Income
to compute Adjusted EBITDA only to the
extent (and in the same proportion) that
the net income of such Restricted
Subsidiary was included in calculating
Consolidated Net Income and only if a
corresponding amount would be permitted at
the date of determination to be dividended
to the Company by such Restricted
Subsidiary without prior approval (that has
not been obtained), pursuant to the
terms of its charter and all agreements,
instruments, judgments, decrees,
orders, statutes, rules and governmental
regulations applicable to such
Restricted Subsidiary or its
stockholders.
"Affiliate" of any specified Person means any other Person,
directly or
indirectly, controlling or controlled by or
under direct or indirect common
control with such specified Person. For the
purposes of this definition,
"control" when used with respect to any
Person means the power to direct the
management and policies of such 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. For
purposes of Sections 4.06 and 4.07 only,
"Affiliate" shall also mean any
beneficial owner of shares representing 5%
or more of the total voting power of
the Voting Stock (on a fully diluted basis)
of Parent, Dex Media or the Company
or of rights or warrants to purchase such
Voting Stock (whether or not currently
exercisable) and any Person who would be an
Affiliate of any such beneficial
owner pursuant to the first sentence
hereof.
"Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales,
leases, transfers or dispositions) by
the Company or any Restricted Subsidiary,
including any disposition by means of
a merger, consolidation, or similar
transaction (each referred to for the
purposes of this definition as a
"disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other
than directors' qualifying shares or
shares required by applicable law to be
held by a Person other than the Company
or a Restricted Subsidiary), (b) all or
substantially all the assets of any
division or line of business of the Company
or any Restricted Subsidiary or (c)
any other assets of the Company or any
Restricted Subsidiary outside of the
ordinary course of business of the Company
or such Restricted Subsidiary (other
than, in the case of (a), (b) and (c)
above, (i) a disposition by a Restricted
Subsidiary to the Company or by the Company
or a Restricted Subsidiary to a
Restricted Subsidiary, (ii) for purposes of
Section 4.06 only, a
2
<PAGE>
disposition that constitutes a Restricted
Payment permitted by Section 4.04,
(iii) a disposition of assets with a Fair
Market Value of less than $2.0
million, (iv) the sale of Capital Stock of
an Unrestricted Subsidiary, (v) the
sale or other disposition of cash or
Temporary Cash Investments, and (vi) the
sale of receivables on substantially the
terms that receivables are purchased by
Qwest Corporation pursuant to the billing
and collections services agreement as
in effect on the Closing Date and as
described in the Offering Memorandum).
"Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred
Stock, the quotient obtained by
dividing: (a) the sum of the products of
the numbers of years from the date of
determination to the dates of each
successive scheduled principal payment of
such Indebtedness or scheduled redemption
or similar payment with respect to
such Preferred Stock multiplied by the
amount of such payment by (b) the sum of
all such payments.
"Bank Indebtedness" means any and all amounts payable under or
in
respect of the Credit Agreement and any
Refinancing Indebtedness with respect
thereto, as amended from time to time,
including principal, premium (if any),
interest (including interest accruing on or
after the filing of any petition in
bankruptcy or for reorganization relating
to either of the Issuers or any
Subsidiary Guarantor whether or not a claim
for post-filing interest is allowed
in such proceedings), fees, charges,
expenses, reimbursement obligations,
guarantees and all other amounts payable
thereunder or in respect thereof. It is
understood and agreed that Refinancing
Indebtedness in respect of the Credit
Agreement may be Incurred from time to time
after termination of the Credit
Agreement.
"Business Day" means each day which is not a Legal Holiday.
"Capital Stock" of any Person means any and all shares,
interests,
rights to purchase, warrants, options,
participations or other equivalents of or
interests in (however designated) equity of
such Person, including any Preferred
Stock, but excluding any debt securities
convertible into such equity.
"Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for
as a capitalized lease for financial
reporting purposes in accordance with GAAP,
and the amount of Indebtedness
represented by such obligation shall be the
capitalized amount of such
obligation determined in accordance with
GAAP; and the Stated Maturity thereof
shall be the date of the last payment of
rent or any other amount due under such
lease prior to the first date upon which
such lease may be prepaid by the lessee
without payment of a penalty.
"Change of Control" means the occurrence of any of the
following
events:
(a) prior to the earliest to occur of (i) the first public
offering of common stock of Parent, (ii) the first public offering
of
common stock of Dex Media or (iii) the first public offering of
common
stock of the Company, (1) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) other than one or
more
Permitted Holders is or becomes the "beneficial owner" (as defined
in
Rules 13d-3 and 13d-5 under the Exchange Act, except that such
person
shall be deemed to have "beneficial ownership" of all shares that
any
such person has the right to acquire, whether such right is
exercisable
immediately or only after the
3
<PAGE>
passage of time), directly or indirectly, of more than 35% of
the
total voting power of the Voting Stock of Parent, Dex Media or
the
Company, and (2) the Permitted Holders "beneficially own" (as
defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, in the aggregate a lesser percentage of the total
voting
power of the Voting Stock of Parent, Dex Media or the Company
than
such other person and do not have the right or ability by
voting
power, contract or otherwise to elect or designate for election
a
majority of the Governing Board of Parent, Dex Media or the
Company,
as the case may be (for purposes of this clause (a) any such
other
person shall be deemed to beneficially own any Voting Stock of
an
entity (the "specified entity") held by any other entity (the
"parent
entity") so long as such person beneficially owns (as defined
in
clause (1) above), directly or indirectly, in the aggregate more
than
50% of the voting power of the Voting Stock of the parent
entity);
(b) any "person" (as defined in clause (a) above), other than
one
or more Permitted Holders, is or becomes the beneficial owner
(as
defined in clause (a)(1) above), directly or indirectly, of a
majority
of the
total voting power of the Voting Stock of Parent, Dex Media or
the Company (for the purposes of this clause (b), such other
person
shall be deemed to beneficially own any Voting Stock of a
specified
entity held by a parent entity, if such other person is the
beneficial
owner, directly or indirectly, of a majority of the voting power of
the
Voting Stock of such parent entity);
(c) during any period of two consecutive years, individuals who
at
the beginning of such period constituted the Governing Board of
Parent,
Dex Media or the Company, as the case may be (together with any
new
persons whose election by such Governing Board of Parent, Dex Media
or
the Company, as the case may be, or whose nomination for election
by
the equity holders of Parent, Dex Media or the Company, as the case
may
be, was approved by a vote of 66-2/3% of the members of the
Governing
Board of Parent, Dex Media or the Company, as the case may be,
then
still in office who were either members of the Governing Board at
the
beginning of such period or whose election or nomination for
election
was previously so approved) cease for any reason to constitute
a
majority of the Governing Board of Parent, Dex Media or the
Company, as
the case may be, then in office;
(d) the adoption of a plan relating to the liquidation or
dissolution of the Company; or
(e) the Company ceases to own, beneficially or of record, all
the
Capital Stock of Dex Media East Finance.
"Closing Date" means the date of this Indenture.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commodity Hedging Agreement" means any forward contract, swap,
option, hedge or other similar financial
agreement or arrangement designed to
protect against fluctuations in commodity
prices.
4
<PAGE>
"Consolidated Interest Expense" means, for any period, the
total
interest expense of the Company and its
Consolidated Restricted Subsidiaries,
plus, to the extent Incurred by the Company
and its Consolidated Restricted
Subsidiaries in such period but not
included in such interest expense, without
duplication: (a) interest expense
attributable to Capitalized Lease Obligations,
(b) amortization of debt discount and debt
issuance costs, (c) capitalized
interest, (d) noncash interest expense, (e)
commissions, discounts and other
fees and charges attributable to letters of
credit and bankers' acceptance
financing, (f) interest accruing on any
Indebtedness of any other Person to the
extent such Indebtedness is Guaranteed by
the Company or any Restricted
Subsidiary, (g) net costs associated with
Hedging Obligations (including
amortization of fees), (h) dividends in
respect of all Disqualified Stock of the
Company and all Subsidiary Guarantors and
all Preferred Stock of any of the
Restricted Subsidiaries that are not
Subsidiary Guarantors, to the extent held
by Persons other than the Company or a
Restricted Subsidiary, (i) interest
Incurred in connection with investments in
discontinued operations, and (j) the
cash contributions to any employee stock
ownership plan or similar trust to the
extent such contributions are used by such
plan or trust to pay interest or fees
to any Person (other than the Company) in
connection with Indebtedness Incurred
by such plan or trust.
"Consolidated Leverage Ratio" as of any date of determination
means the ratio of: (a) the Total
Consolidated Indebtedness as of the date of
determination (the "Determination Date") to
(b) the aggregate amount of Adjusted
EBITDA for the period of the most recent
four consecutive fiscal quarters ending
at least 45 days prior to the Determination
Date (the "Measurement Period");
provided, however, that for purposes of
calculating Adjusted EBITDA for the
Measurement Period prior to the relevant
Determination Date: (i) any Person that
is a Restricted Subsidiary on the
Determination Date (or would become a
Restricted Subsidiary on such Determination
Date in connection with the
transaction that requires the determination
of such Adjusted EBITDA) shall be
deemed to have been a Restricted Subsidiary
at all times during such Measurement
Period, (ii) any Person that is not a
Restricted Subsidiary on such
Determination Date (or would cease to be a
Restricted Subsidiary on such
Determination Date in connection with the
transaction that requires the
determination of such Adjusted EBITDA)
shall be deemed not to have been a
Restricted Subsidiary at any time during
such Measurement Period, and (iii) if
the Company or any Restricted Subsidiary
shall have in any manner (x) acquired
(through an acquisition or the commencement
of activities constituting such
operating business) or (y) disposed of (by
an Asset Disposition or the
termination or discontinuance of activities
constituting such operating
business) any operating business during
such Measurement Period or after the end
of such period and on or prior to such
Determination Date, such calculation
shall be made on a pro forma basis in
accordance with GAAP as if all such
transactions had been consummated prior to
the first day of such Measurement
Period (it being understood that in
calculating Adjusted EBITDA, the exclusions
set forth in clauses (a) through (d) of the
definition of Consolidated Net
Income shall apply to a Person which has
been acquired as if it were a
Restricted Subsidiary). For purposes of
this definition, whenever pro forma
effect is to be given to an acquisition of
assets or other Investment and the
amount of income or earnings relating
thereto, the pro forma calculations shall
be determined in good faith by a
responsible financial or accounting Officer of
the Company and shall comply with the
requirements of Rule 11-02 of Regulation
S-X promulgated by the SEC. For purposes of
this definition, in respect of any
calculation for which the Measurement
Period includes the fiscal quarter in
which the Transactions were consummated,
pro forma effect shall be given to the
Transactions in the same manner as
described in the
5
<PAGE>
Offering Memorandum under "Unaudited pro
forma financial data" and shall include
all adjustments to net income and EBITDA
set forth in footnote (e) under
"Summary historical and pro forma financial
data" in the Offering Memorandum.
"Consolidated Net Income" means, for any period, the net income
of
the Company and its Consolidated
Subsidiaries for such period; provided,
however, that there shall not be included
in such Consolidated Net Income:
(a) any net income of any Person (other than the Company) if
such
Person is not a Restricted Subsidiary, except that: (i) subject to
the
limitations contained in clause (d) below, the Company's equity in
the
net income of any such Person for such period shall also be
included in
such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the
Company
or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution made to
a
Restricted Subsidiary, to the limitations contained in clause
(c)
below) and (ii) the Company's equity in a net loss of any such
Person
for such period shall be included in determining such Consolidated
Net
Income;
(b) any net income (or loss) of any Person acquired by the
Company
or a Subsidiary of the Company in a pooling of interests
transaction
for any period prior to the date of such acquisition;
(c) any net income (or loss) of any Restricted Subsidiary if
such
Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of
distributions
by such Restricted Subsidiary, directly or indirectly, to the
Company,
except that: (i) subject to the limitations contained in clause
(d)
below, the Company's equity in the net income of any such
Restricted
Subsidiary for such period shall be included in such Consolidated
Net
Income up to the aggregate amount of cash actually distributed by
such
Restricted Subsidiary during such period to the Company or
another
Restricted Subsidiary as a dividend or other distribution (subject,
in
the case of a dividend or other distribution made to another
Restricted
Subsidiary, to the limitation contained in this clause) and (ii)
the
Company's equity in a net loss of any such Restricted Subsidiary
for
such period shall be included in determining such Consolidated
Net
Income;
(d) any gain (but not loss) realized upon the sale or other
disposition of any asset of the Company or its Consolidated
Subsidiaries that is not sold or otherwise disposed of in the
ordinary
course of business and any gain (but not loss) realized upon the
sale
or other disposition of any Capital Stock of any Person;
(e) any noncash SFAS 133 income (or loss) related to hedging
activities;
(f) any income (or loss) from discontinued operations;
(g) to the extent noncash, any unusual, nonoperating or
nonrecurring gain, loss or charge;
(h) any extraordinary gain or loss;
(i) the cumulative effect of a change in accounting principles;
and
6
<PAGE>
(j) the income statement effects of the writedown of the
deferred
revenue and prepaid directory cost balance sheet accounts as part
of
the purchase accounting adjustments made in connection with the
Transactions applicable to the given period.
Notwithstanding the foregoing, for the
purposes of Section 4.04 only, there
shall be excluded from Consolidated Net
Income any dividends, repayments of
loans or advances or other transfers of
assets from Unrestricted Subsidiaries to
the Company or a Restricted Subsidiary to
the extent such dividends, repayments
or transfers increase the amount of
Restricted Payments permitted under such
Section pursuant to clause (a)(iv)(3)(D)
thereof.
"Consolidation" means the consolidation of the accounts of each
of
the Restricted Subsidiaries with those of
the Company in accordance with GAAP
consistently applied; provided, however,
that "Consolidation" shall not include
consolidation of the accounts of any
Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary
in an Unrestricted Subsidiary shall
be accounted for as an investment. The term
"Consolidated" has a correlative
meaning.
"Credit Agreement" means the credit agreement dated as of the
Closing Date, as amended, restated,
supplemented, waived, replaced (whether or
not upon termination, and whether with the
original lenders or otherwise),
refinanced, restructured, or otherwise
modified from time to time, among Dex
Media, the Company, JPMorgan Chase Bank, as
administrative agent and collateral
agent, and Bank of America, N.A., Lehman
Commercial Paper Inc., Wachovia Bank,
National Association and Deutsche Bank
Trust Company Americas, as syndication
agents (except to the extent that any such
amendment, restatement, supplement,
waiver, replacement, refinancing,
restructuring or other modification thereto
would be prohibited by the terms of this
Indenture, unless otherwise agreed to
by the Holders of at least a majority in
aggregate principal amount of
Securities at the time outstanding).
"Currency Agreement" means with respect to any Person any
foreign
exchange contract, currency swap agreements
or other similar agreement or
arrangement to which such Person is a party
or of which it is a beneficiary.
"Default" means any event which is, or after notice or passage
of
time or both would be, an Event of
Default.
"Designated Senior Indebtedness" of the Company means (a) the
Bank
Indebtedness and the Senior Notes and (b)
any other Senior Indebtedness of the
Company that, at the date of determination,
has an aggregate principal amount
outstanding of, or under which, at the date
of determination, the holders
thereof are committed to lend up to at
least $25.0 million and is specifically
designated by the Company in the instrument
evidencing or governing such Senior
Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture.
"Designated Senior Indebtedness" of Dex
Media East Finance or a Subsidiary
Guarantor has a correlative meaning.
"Dex Media" means Dex Media, Inc., a Delaware corporation, and
the
parent of Dex Media East, Inc.
7
<PAGE>
"Dex Media West" means the newly-formed limited liability
company,
all of the interest in which will be
purchased by Dex Media in connection with
the Dex Media West Acquisition.
"Dex Media West Acquisition" means the acquisition by Dex Media
or
one of its Subsidiaries of Quest Dex,
Inc.'s directory business in the States of
Arizona, Idaho, Montana, Oregon, Utah,
Washington and Wyoming.
"Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the
terms of any security into which it
is convertible or for which it is
exchangeable or exercisable) or upon the
happening of any event: (a) matures or is
mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (b)
is convertible or exchangeable for
Indebtedness or Disqualified Stock
(excluding Capital Stock convertible or
exchangeable solely at the option of the
Company or a Restricted Subsidiary;
provided, however, that any such conversion
or exchange shall be deemed an
Incurrence of Indebtedness or Disqualified
Stock, as applicable) or (c) is
redeemable at the option of the holder
thereof, in whole or in part, in the case
of each of clauses (a), (b) and (c) on or
prior to the 91st day after the Stated
Maturity of the Securities; provided,
however, that any Capital Stock that would
not constitute Disqualified Stock but for
provisions thereof giving holders
thereof the right to require such Person to
repurchase or redeem such Capital
Stock upon the occurrence of an "asset
sale" or "change of control" occurring
prior to the 91st day after the Stated
Maturity of the Securities shall not
constitute Disqualified Stock if the "asset
sale" or "change of control"
provisions applicable to such Capital Stock
are not more favorable to the
holders of such Capital Stock than the
provisions of Sections 4.06 and 4.08.
"Equity Offering" means any public or private sale of common
stock
of Parent, Dex Media or the Company other
than (i) public offerings with respect
to Parent's, Dex Media's or the Company's
common stock registered on Form S-8
and (ii) other issuances upon exercise of
options by employees of Parent, Dex
Media or the Company or any of their
Restricted Subsidiaries.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" means, with respect to any asset or
property,
the price which could be negotiated in an
arm's-length, free market transaction,
for cash, between a willing seller and a
willing and able buyer, neither of whom
is under undue pressure or compulsion to
complete the transaction. For all
purposes of this Indenture, Fair Market
Value will be determined in good faith
by the Governing Board of the Company,
whose determination will be conclusive
and evidenced by a resolution of the
Governing Board of the Company.
"GAAP" means generally accepted accounting principles in the
United States of America as in effect as of
the Closing Date, including those
set forth in: (a) the opinions and
pronouncements of the Accounting Principles
Board of the American Institute of
Certified Public Accountants, (b) statements
and pronouncements of the Financial
Accounting Standards Board, (c) such other
statements by such other entities as
approved by a significant segment of the
accounting profession and (d) the rules and
regulations of the SEC governing the
inclusion of financial statements
(including pro forma financial statements) in
periodic reports required to be filed
pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements
in staff
8
<PAGE>
accounting bulletins and similar written
statements from the accounting staff of
the SEC. All ratios and computations based
on GAAP contained in this Indenture
shall be computed in conformity with
GAAP.
"Governing Board" of the Company or any other Person means, (i)
the managing member or members or any
controlling committee of members of the
Company or such Person, for so long as the
Company or such Person is a limited
liability company, (ii) the board of
directors of the Company or such Person, if
the Company or such Person is a corporation
or (iii) any similar governing body.
"Guarantee" means any obligation, contingent or otherwise, of
any
Person directly or indirectly guaranteeing
any Indebtedness or other obligation
of any other Person and any obligation,
direct or indirect, contingent or
otherwise, of such Person: (a) to purchase
or pay (or advance or supply funds
for the purchase or payment of) such
Indebtedness or other obligation of such
other Person (whether arising by virtue of
partnership arrangements, or by
agreement to keep-well, to purchase assets,
goods, securities or services, to
take-or-pay, or to maintain financial
statement conditions or otherwise) or (b)
entered into for purposes of assuring in
any other manner the obligee of such
Indebtedness or other obligation of the
payment thereof or to protect such
obligee against loss in respect thereof (in
whole or in part); provided,
however, that the term "Guarantee" shall
not include endorsements for collection
or deposit in the ordinary course of
business. The term "Guarantee" used as a
verb has a corresponding meaning. The term
"Guarantor" shall mean any Person
Guaranteeing any obligation.
"Hedging Obligations" of any Person means the obligations of
such
Person pursuant to any Interest Rate
Agreement or Currency Agreement.
"Holder" means the Person in whose name a Security is
registered
on the Registrar's books.
"Income Tax Liabilities" means an amount determined by
multiplying
(a)(i) all taxable income and gains of the
Company and its Restricted
Subsidiaries for such taxable year (the
"Taxable Amount") minus (ii) an amount
(not to exceed the Taxable Amount for such
taxable year) equal to all losses of
the Company and its Restricted Subsidiaries
in any of the three prior taxable
years that have not been previously
subtracted pursuant to this clause (ii) from
the Taxable Amount for any prior year by
(b) forty-four percent (44%) or, if
there is a change in applicable federal,
state or local tax rates, such other
rate as the Issuers determine in good faith
to be a reasonable approximation of
the effective combined federal, state and
local income taxation rates generally
payable by Parent or its owners with
respect to the income and gains of the
Company and its Restricted
Subsidiaries.
"Incur" means issue, assume, Guarantee, incur or otherwise
become
liable for; provided, however, that any
Indebtedness or Capital Stock of a
Person existing at the time such Person
becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary.
The term "Incurrence" when used as a
noun shall have a correlative meaning. The
accretion of principal of a
non-interest bearing or other discount
security shall be deemed the Incurrence
of Indebtedness.
9
<PAGE>
"Indebtedness" means, with respect to any Person on any date of
determination, without duplication:
(a) the
principal of and premium (if any) in respect of
indebtedness of such Person for borrowed money;
(b) the principal of and premium (if any) in respect of
obligations of such Person evidenced by bonds, debentures, notes
or
other similar instruments;
(c) all obligations of such Person in respect of letters of
credit
or other similar instruments (including reimbursement obligations
with
respect thereto);
(d) all obligations of such Person to pay the deferred and
unpaid
purchase price of property or services (except Trade Payables),
which
purchase price is due more than six months after the date of
placing
such property in service or taking delivery and title thereto or
the
completion of such services;
(e) all Capitalized Lease Obligations of such Person;
(f) the amount of all obligations of such Person with respect
to
the redemption, repayment or other repurchase of any Disqualified
Stock
or, with respect to any Restricted Subsidiary of such Person,
any
Preferred Stock (but excluding, in each case, any accrued
dividends);
(g) all Indebtedness of other Persons secured by a Lien on any
asset of such Person, whether or not such Indebtedness is assumed
by
such Person; provided, however, that the amount of Indebtedness of
such
Person shall be the lesser of: (i) the Fair Market Value of such
asset
at such date of determination and (ii) the amount of such
Indebtedness
of such other Persons;
(h) Hedging Obligations of such Person; and
(i) all obligations of the type referred to in clauses (a)
through
(h) of other Persons and all dividends of other Persons for the
payment
of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise,
including
by means of any Guarantee.
The amount of Indebtedness of any Person at
any date shall be the outstanding
balance at such date of all unconditional
obligations as described above and the
maximum liability, upon the occurrence of
the contingency giving rise to the
obligation, of any contingent obligations
at such date.
"Indenture" means this Indenture as amended or supplemented
from
time to time.
"Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement,
interest rate future agreement, interest
rate option agreement, interest rate swap
agreement, interest rate cap
agreement, interest rate collar agreement,
interest rate hedge agreement or
other similar agreement or arrangement to
which such Person is party or of which
it is a beneficiary.
10
<PAGE>
"Investment" in any Person means any direct or indirect
advance,
loan (other than advances to customers in
the ordinary course of business that
are recorded as accounts receivable on the
balance sheet of the lender) or other
extension of credit (including by way of
Guarantee or similar arrangement) or
capital contribution to (by means of any
transfer of cash or other property to
others or any payment for property or
services for the account or use of
others), or any purchase or acquisition of
Capital Stock, Indebtedness or other
similar instruments issued by such Person.
For purposes of the definition of
"Unrestricted Subsidiary" and Section 4.04,
(a) "Investment" shall include the
portion (proportionate to the Company's
equity interest in such Subsidiary) of
the Fair Market Value of the net assets of
any (i) Subsidiary of the Company at
the time that such Subsidiary is designated
an Unrestricted Subsidiary and (ii)
Restricted Subsidiary at the time of any
sale or other disposition of any shares
of such Restricted Subsidiary that results
in such Restricted Subsidiary no
longer constituting a Restricted
Subsidiary; provided, however, that upon a
redesignation of an Unrestricted Subsidiary
as a Restricted Subsidiary, the
Company shall be deemed to continue to have
a permanent "Investment" in an
Unrestricted Subsidiary in an amount (if
positive) equal to: (1) the Company's
"Investment" in such Subsidiary at the time
of such redesignation less (2) the
portion (proportionate to the Company's
equity interest in such Subsidiary) of
the Fair Market Value of the net assets of
such Subsidiary at the time of such
redesignation; and (b) any property
transferred to or from an Unrestricted
Subsidiary shall be valued at its Fair
Market Value at the time of such
transfer.
"Issue Date", with respect to any Initial Securities, means the
date on which such Initial Securities are
originally issued.
"Issuers"
mean each party named as such in this Indenture until a
successor replaces it and, thereafter,
means the successor and, for purposes of
any provision contained herein and required
by the TIA, each other obligor on
the indenture securities.
"Lien" means any mortgage, pledge, security interest,
encumbrance,
lien or charge of any kind (including any
conditional sale or other title
retention agreement or lease in the nature
thereof).
"Net Available Cash" from an Asset Disposition means cash
payments
received (including any cash payments
received by way of deferred payment of
principal pursuant to a note or installment
receivable or otherwise and proceeds
from the sale or other disposition of any
securities received as consideration,
but only as and when received, but
excluding any other consideration received in
the form of assumption by the acquiring
Person of Indebtedness or other
obligations relating to the properties or
assets that are the subject of such
Asset Disposition or received in any other
noncash form) therefrom, in each case
net of: (a) all legal, title and recording
tax expenses, commissions and other
fees and expenses incurred, and all
Federal, state, provincial, foreign and
local taxes required to be paid or accrued
as a liability under GAAP, as a
consequence of such Asset Disposition, (b)
all payments made on any Indebtedness
which is secured by any assets subject to
such Asset Disposition, in accordance
with the terms of any Lien upon or other
security agreement of any kind with
respect to such assets, or which must by
its terms, or in order to obtain a
necessary consent to such Asset
Disposition, or by applicable law be repaid out
of the proceeds from such Asset
Disposition, (c) all distributions and other
payments required to be made to minority
interest holders in Subsidiaries or
joint ventures as a result of such Asset
Disposition and (d) appropriate amounts
to be provided by the seller as a reserve,
in accordance with GAAP, against any
liabilities associated with the property or
other assets disposed of in such
Asset Disposition and retained by the
Company or any Restricted Subsidiary after
such Asset Disposition.
11
<PAGE>
"Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of
such issuance or sale net of
attorneys' fees, accountants' fees,
underwriters' or placement agents' fees,
discounts or commissions and brokerage,
consultant and other fees actually
incurred in connection with such issuance
or sale and net of taxes paid or
payable as a result thereof.
"Offering Memorandum" means the offering memorandum relating to
the issuance of the Original Securities
dated October 30, 2002.
"Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the
President, any Vice President, the
Treasurer or the Secretary of the Company.
"Officer" of Dex Media East Finance
or a Subsidiary Guarantor has a correlative
meaning.
"Officers' Certificate" means a certificate signed by two
Officers.
"Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The
counsel may be an employee of or counsel
to the Company, a Subsidiary Guarantor or
the Trustee.
"Parent" means Dex Media East, Inc., a Delaware corporation,
and
the parent of the Company, until a
successor replaces it and, thereafter, means
the successor.
"Permitted
Asset Swap" means any transfer of properties or assets
by the Company or any of its Restricted
Subsidiaries in which at least 90% of
the consideration received by the
transferor consists of properties or assets
(other than cash) that will be used in a
Permitted Business; provided that (a)
the aggregate fair market value (as
determined in good faith by the Governing
Board of the Company) of the property or
assets being transferred by the Company
or such Restricted Subsidiary is not
greater than the aggregate fair market
value (as determined in good faith by the
Governing Board of the Company) of the
property or assets received by the Company
or such Restricted Subsidiary in such
exchange and (b) the aggregate fair market
value (as determined in good faith by
the Governing Board of the Company) of all
property or assets transferred by the
Company and any of its Restricted
Subsidiaries in any such transfer, together
with the aggregate fair market value of
property or assets transferred in all
prior Permitted Asset Swaps, shall not
exceed 15% of the Company's Consolidated
net revenues for the prior fiscal year.
"Permitted Business" means any business engaged in by the
Company
or any Restricted Subsidiary on the Closing
Date and any Related Business.
"Permitted Holders" means The Carlyle Group, Welsh, Carson,
Anderson & Stowe and their respective
Affiliates and any Person acting in the
capacity of an underwriter in connection
with a public or private offering of
Parent's, Dex Media's, or the Company's
Capital Stock.
12
<PAGE>
"Permitted Investment" means an Investment by the Company or
any
Restricted Subsidiary in: (a) the Company,
a Restricted Subsidiary or a Person
that will, upon the making of such
Investment, become a Restricted Subsidiary;
provided, however, that the primary
business of such Restricted Subsidiary is a
Permitted Business; (b) another Person if
as a result of such Investment such
other Person is merged or consolidated with
or into, or transfers or conveys all
or substantially all its assets to, the
Company or a Restricted Subsidiary
(other than Dex Media East Finance);
provided, however, that such Person's
primary business is a Permitted Business;
(c) Temporary Cash Investments; (d)
receivables owing to the Company or any
Restricted Subsidiary (other than Dex
Media East Finance) if created or acquired
in the ordinary course of business
and payable or dischargeable in accordance
with customary trade terms; provided,
however, that such trade terms may include
such concessionary trade terms as the
Company or any such Restricted Subsidiary
deems reasonable under the
circumstances; (e) payroll, travel and
similar advances to cover matters that
are expected at the time of such advances
ultimately to be treated as expenses
for accounting purposes and that are made
in the ordinary course of business;
(f) loans or advances to employees made in
the ordinary course of business
consistent with past practices of the
Company or such Restricted Subsidiary and
not exceeding $10.0 million in the
aggregate outstanding at any one time; (g)
stock, obligations or securities received
in settlement of debts created in the
ordinary course of business and owing to
the Company or any Restricted
Subsidiary or in satisfaction of judgments;
(h) any Person to the extent such
Investment represents the noncash portion
of the consideration received for an
Asset Disposition that was made pursuant to
and in compliance with Section 4.06;
(i) Interest Rate Agreements and Commodity
Hedging Agreements permitted under
Section 4.03(b)(v); (j) any Person;
provided, however, that the payment for such
Investments consists solely of Net Cash
Proceeds from either the sale of Capital
Stock of the Company (other than
Disqualified Stock) or cash common equity
contributions to the Company; provided,
however, that such Net Cash Proceeds or
equity contributions shall be excluded from
the calculation of amounts under
Section 4.04(a)(iv)(3)(B); or (k) any
Person in an aggregate amount outstanding
(for all Investments in all Persons in
reliance on this clause (k)) at any time
not to exceed $50.0 million.
"Person" means any individual, corporation, partnership,
limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization, government or
any agency or political subdivision
thereof or any other entity.
"Preferred Stock", as applied to the Capital Stock of any
Person,
means Capital Stock of any class or classes
(however designated) that is
preferred as to the payment of dividends,
or as to the distribution of assets
upon any voluntary or involuntary
liquidation or dissolution of such Person,
over shares of Capital Stock of any other
class of such Person.
"principal" of a Security means the principal of the Security
plus
the premium, if any, payable on the
Security which is due or overdue or is to
become due at the relevant time.
"Purchase Money Indebtedness" means Indebtedness: (a)
consisting
of the deferred purchase price of an asset,
conditional sale obligations,
obligations under any title retention
agreement and other purchase money
obligations, in each case where the
maturity of such Indebtedness does not
exceed the anticipated useful life of the
asset
13
<PAGE>
being financed, and (b) Incurred to finance
the acquisition by the Company or a
Restricted Subsidiary of such asset,
including additions and improvements;
provided, however, that such Indebtedness
is incurred within 180 days after the
acquisition by the Company or such
Restricted Subsidiary of such asset.
"Refinance" means, in respect of any Indebtedness, to
refinance,
extend, renew, refund, repay, prepay,
redeem, defease or retire, or to issue
other Indebtedness in exchange or
replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have
correlative meanings.
"Refinancing Indebtedness" means Indebtedness that is Incurred
to
refund, refinance, replace, renew, repay or
extend (including pursuant to any
defeasance or discharge mechanism) any
Indebtedness of the Company or any
Restricted Subsidiary existing on the
Closing Date or Incurred in compliance
with this Indenture (including Indebtedness
of the Company that Refinances
Refinancing Indebtedness); provided,
however, that (a) the Refinancing
Indebtedness has a Stated Maturity no
earlier than the Stated Maturity of the
Indebtedness being Refinanced, (b) the
Refinancing Indebtedness has an Average
Life at the time such Refinancing
Indebtedness is Incurred that is equal to or
greater than the Average Life of the
Indebtedness being Refinanced, (c) such
Refinancing Indebtedness is Incurred in an
aggregate principal amount (or if
issued with original issue discount, an
aggregate issue price) that is equal to
or less than the aggregate principal amount
(or if issued with original issue
discount, the aggregate accreted value)
then outstanding of the Indebtedness
being Refinanced (plus fees and expenses,
including any premium and defeasance
costs) and (d) if the Indebtedness being
Refinanced is subordinated in right of
payment to the Securities, such Refinancing
Indebtedness is subordinated in
right of payment to the Securities at least
to the same extent as the
Indebtedness being Refinanced; provided
further, however, that Refinancing
Indebtedness shall not include: (i)
Indebtedness of a Restricted Subsidiary that
is not a Subsidiary Guarantor that
Refinances Indebtedness of the Company or
(ii) Indebtedness of the Company or a
Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted
Subsidiary.
"Representative" means the trustee, agent or representative (if
any) for an issue of Senior
Indebtedness.
"Related Business" means any business related, ancillary or
complementary to the businesses of the
Company and the Restricted Subsidiaries
on the Closing Date.
"Restricted Subsidiary" means Dex Media East Finance and any
other
Subsidiary of the Company other than an
Unrestricted Subsidiary.
"SEC" means the Securities and Exchange Commission.
"Secured Indebtedness" means any Indebtedness of the Issuers
secured by a Lien. "Secured Indebtedness"
of a Subsidiary Guarantor has a
correlative meaning.
"Securities" means the Securities issued under this Indenture.
"Securities Act" means the Securities Act of 1933.
14
<PAGE>
"Senior
Indebtedness" of the Company, Dex Media East Finance or
any Subsidiary Guarantor means the
principal of, premium (if any) and accrued
and unpaid interest on (including interest
accruing on or after the filing of
any petition in bankruptcy or for
reorganization of the Company, Dex Media East
Finance or any Subsidiary Guarantor,
regardless of whether or not a claim for
post-filing interest is allowed in such
proceedings) and fees and other amounts
owing in respect of, Bank Indebtedness, the
Senior Notes and all other
Indebtedness of the Company, Dex Media East
Finance or any Subsidiary Guarantor,
as applicable, whether outstanding on the
Closing Date or thereafter Incurred,
unless in the instrument creating or
evidencing the same or pursuant to which
the same is outstanding it is provided that
such obligations are pari passu with
or subordinated in right of payment to the
Securities or such Subsidiary
Guarantor's Subsidiary Guarantee, as
applicable; provided, however, that Senior
Indebtedness of the Company, Dex Media East
Finance or any Subsidiary Guarantor
shall not include: (a) any obligation of
the Company to any Subsidiary of the
Company or of any Subsidiary Guarantor or
Dex Media East Finance to the Company
or any other Subsidiary of the Company, (b)
any liability for Federal, state,
local or other taxes owed or owing by the
Company, Dex Media East Finance or
such Subsidiary Guarantor, as applicable,
(c) any accounts payable or other
liability to trade creditors arising in the
ordinary course of business
(including Guarantees thereof or
instruments evidencing such liabilities), (d)
any Indebtedness or obligation of the
Company, Dex Media East Finance or such
Subsidiary Guarantor, as applicable (and
any accrued and unpaid interest in
respect thereof) that by its terms is
subordinate or junior in any respect to
any other Indebtedness or obligation of the
Company, Dex Media East Finance or
such Subsidiary Guarantor, as applicable,
including any Senior Subordinated
Indebtedness and any Subordinated
Obligations of the Company, Dex Media East
Finance or such Subsidiary Guarantor, as
applicable, (e) any obligations with
respect to any Capital Stock or (f) any
Indebtedness Incurred in violation of
this Indenture.
"Senior Note Guarantees" means each Guarantee of the obligation
with respect to the Senior Notes issued by
a Person pursuant to the terms of the
Senior Note Indenture.
"Senior Note Indenture" means the Indenture dated as of
November
8, 2002 among the Issuers, LCI and the
Trustee with regard to the Senior Notes.
"Senior Notes" means the 9 7/8% Senior Notes due 2009 issued by
the Company and Dex Media East Finance.
"Senior Subordinated Indebtedness" of the Company means the
Securities and any other Indebtedness of
the Company that specifically provides
that such Indebtedness is to rank equally
with the Securities in right of
payment and is not subordinated by its
terms in right of payment to any
Indebtedness or other obligation of the
Company which is not Senior
Indebtedness. "Senior Subordinated
Indebtedness" of Dex Media East Finance or a
Subsidiary Guarantor has a correlative
meaning.
"Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the
Company within the meaning of Rule
1-02 under Regulation S-X promulgated by
the SEC.
"Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed
date on which the final payment of
principal of such security is
15
<PAGE>
due and payable, including pursuant to any
mandatory redemption provision (but
excluding any provision providing for the
repurchase of such security at the
option of the holder thereof upon the
happening of any contingency beyond the
control of the issuer unless such
contingency has occurred).
"Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Closing Date or
thereafter Incurred) that is
subordinate or junior in right of payment
to the Securities pursuant to a
written agreement. "Subordinated
Obligation" of Dex Media East Finance or a
Subsidiary Guarantor has a correlative
meaning.
"Subsidiary" of any Person means any corporation, association,
partnership or other business entity of
which more than 50% of the total voting
power of shares of Capital Stock or other
interests (including partnership
interests) entitled (without regard to the
occurrence of any contingency) to
vote in the election of directors, managers
or trustees thereof is at the time
owned or controlled, directly or
indirectly, by (a) such Person, (b) such Person
and one or more Subsidiaries of such Person
or (c) one or more Subsidiaries of
such Person.
"Subsidiary Guarantee" means each Guarantee of the obligations
with respect to the Securities issued by a
Person pursuant to the terms of this
Indenture.
"Subsidiary Guarantor" means any Person that has issued a
Subsidiary Guarantee.
"Tax Distribution" means any distribution by the Company to its
direct or indirect owners which (a) with
respect to quarterly estimated tax
payments due in each calendar year shall be
equal to twenty-five percent (25%)
of the Income Tax Liabilities for such
calendar year as estimated in writing by
the chief financial officer of the Company,
(b) with respect to tax payments to
be made with income tax returns filed for
an entire taxable year or with respect
to adjustments to such returns imposed by
the Internal Revenue Service or other
taxing authority, shall be equal to the
Income Tax Liabilities for each taxable
year minus the aggregate amount distributed
for such taxable year as provided in
clause (a) above and (c) with respect to
taxes not determined by reference to
income, represents the amount of any such
taxes imposed on a direct or indirect
owner of the Company as a result of such
owner's ownership of the equity of the
Company. In the event the amount determined
under clause (b) is a negative
amount, the amount of any Tax Distributions
in the succeeding taxable year (or,
if necessary, any subsequent taxable years)
shall be reduced by such negative
amount.
"Temporary Cash Investments" means any of the following: (a)
any
investment in direct obligations of the
United States of America or any agency
thereof or obligations Guaranteed by the
United States of America or any agency
thereof, (b) investments in time deposit
accounts, certificates of deposit and
money market deposits maturing within 365
days of the date of acquisition
thereof issued by a bank or trust company
that is organized under the laws of
the United States of America, any state
thereof or any foreign country
recognized by the United States of America
having capital, surplus and undivided
profits aggregating in excess of
$250,000,000 (or the foreign currency
equivalent thereof) and whose long-term
debt is rated "A" (or such similar
equivalent rating) or higher by at least
one nationally recognized statistical
rating organization (as defined in Rule 436
under the Securities Act), (c)
repurchase obligations
16
<PAGE>
with a term of not more than 30 days for
underlying securities of the types
described in clause (a) above entered into
with a bank meeting the
qualifications described in clause (b)
above, (d) investments in commercial
paper, maturing not more than 365 days
after the date of acquisition, issued by
a corporation (other than an Affiliate of
the Company) organized and in
existence under the laws of the United
States of America or any foreign country
recognized by the United States of America
with a rating at the time as of which
any investment therein is made of "P-1" (or
higher) according to Moody's
Investors Service, Inc. or "A-1" (or
higher) according to Standard & Poor's
Rating Services, a division of The
McGraw-Hill Companies, Inc. ("S&P"), and (e)
investments in securities with maturities
of one year or less from the date of
acquisition issued or fully guaranteed by
any state, commonwealth or territory
of the United States of America, or by any
political subdivision or taxing
authority thereof, and rated at least "A"
by S&P or "A" by Moody's Investors
Service, Inc.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the Closing
Date.
"Total Consolidated Indebtedness" means, as of any date of
determination, an amount equal to the
aggregate amount of all Indebtedness of
the Company and its Restricted
Subsidiaries, determined on a Consolidated basis
in accordance with GAAP, outstanding as of
such date of determination, after
giving effect to any Incurrence of
Indebtedness and the application of the
proceeds therefrom giving rise to such
determination.
"Trade Payables" means, with respect to any Person, any
accounts
payable or any indebtedness or monetary
obligation to trade creditors created,
assumed or Guaranteed by such Person
arising in the ordinary course of business
in connection with the acquisition of goods
or services.
"Transactions" has the meaning ascribed thereto in the Offering
Memorandum.
"Trustee" means the party named as such in this Indenture until
a
successor replaces it and, thereafter,
means the successor.
"Trust Officer" means the Chairman of the Board, the President
or
any other officer or assistant officer of
the Trustee assigned by the Trustee to
administer its corporate trust matters.
"Uniform Commercial Code" means the New York Uniform Commercial
Code as in effect from time to time.
"Unrestricted Subsidiary" means: (a) any Subsidiary of the
Company
that at the time of determination shall be
designated an Unrestricted Subsidiary
by the Governing Board of the Company in
the manner provided below and (b) any
Subsidiary of an Unrestricted Subsidiary.
The Governing Board of the Company may
designate any Subsidiary of the Company
(including any newly acquired or newly
formed Subsidiary of the Company, but
excluding Dex Media East Finance) to be an
Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or
owns or holds any Lien on any property
of, the Company or any other Subsidiary of
the Company that is not a Subsidiary
of the Subsidiary to be so designated;
provided,
17
<PAGE>
however, that either (i) the Subsidiary to
be so designated has total
Consolidated assets of $1,000 or less or
(ii) if such Subsidiary has
Consolidated assets greater than $1,000,
then such designation would be
permitted under Section 4.04. The Governing
Board of the Company may designate
any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however,
that immediately after giving effect to
such designation (x) the Company could
Incur $1.00 of additional Indebtedness
under Section 4.03(a) and (y) no Default
shall have occurred and be continuing. Any
such designation of a Subsidiary as a
Restricted Subsidiary or Unrestricted
Subsidiary by the Governing Board of the
Company shall be evidenced to the Trustee
by promptly filing with the Trustee a
copy of the resolution of the Governing
Board of the Company giving effect to
such designation and an Officers'
Certificate certifying that such designation
complied with the foregoing provisions.
"U.S. Government Obligations" means direct obligations (or
certificates representing an ownership
interest in such obligations) of the
United States of America (including any
agency or instrumentality thereof) for
the payment of which the full faith and
credit of the United States of America
is pledged and which are not callable or
redeemable at the issuer's option.
"Voting Stock" of a Person means all classes of Capital Stock
or
other interests (including partnership
interests) of such Person then
outstanding and normally entitled (without
regard to the occurrence of any
contingency) to vote in the election of
directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which
(other than directors' qualifying shares)
is owned by the Company or another Wholly
Owned Subsidiary.
SECTION 1.02. Other Definitions.
------------------
Defined in
Term
Section
----
----------
"Affiliate
Transaction"................................ 4.07(a)
"Appendix".............................................
Preamble
"Bankruptcy
Law"....................................... 6.01
"Blockage
Notice"...................................... 10.03
"beneficially
own"..................................... 1.01
"Change of Control
Offer".............................. 4.08(b)
"covenant defeasance
option"........................... 8.01(b)
"Custodian"............................................
6.01
"Definitive
Security".................................. Appendix A
"Event of
Default"..................................... 6.01
"Exchange
Securities".................................. Preamble
"Global
Securities".................................... Appendix A
"Guarantee Blockage
Notice"............................ 12.03
"Guaranteed
Obligations"............................... 11.01
"Guarantee Blockage
Notice"............................ 12.03
"incorporated
provision"............................... 13.01
"Initial
Securities"................................... Preamble
"legal defeasance
option".............................. 8.01(b)
18
<PAGE>
Defined in
Term
Section
----
----------
"Legal
Holiday"........................................ 13.08
"Notice of
Default".................................... 6.01
"Offer"................................................
4.06(b)
"Offer
Amount"......................................... 4.06(c)(ii)
"Offer
Period"......................................... 4.06(c)(ii)
"Original
Securities".................................. Preamble
"pay its
Guarantee".................................... 12.03
"pay the
Securities"................................... 10.03
"Payment Blockage
Period".............................. 10.03
"Paying
Agent"......................................... 2.04
"protected
purchaser".................................. 2.08
"Purchase
Date"........................................ 4.06(c)(i)
"Registered Exchange
Offer"............................ Appendix A
"Registrar"............................................
2.04
"Registration
Agreement"............................... Appendix A
"Restricted
Payment"................................... 4.04(a)
"Securities
Custodian"................................. Appendix A
"Successor
Company".................................... 5.01(a)
SECTION 1.03. Incorporation by Reference of Trust Indenture
Act.
This Indenture is subject to the mandatory
provisions of the TIA, which are
incorporated by reference in and made a
part of this Indenture. The following
TIA terms have the following meanings:
"Commission" means the SEC.
"indenture securities" means the Securities and the Subsidiary
Guarantees.
"indenture security holder" means a Holder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the
Trustee.
"obligor" on the indenture securities means the Issuers, the
Subsidiary Guarantors and any other obligor
on the indenture securities.
All other TIA terms used in this Indenture that are defined by
the
TIA, defined by TIA reference to another
statute or defined by SEC rule have the
meanings assigned to them by such
definitions.
SECTION 1.04. Rules of Construction. Unless the context
otherwise
requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
19
<PAGE>
(c) "or" is not exclusive;
(d) "including" means including without limitation;
(e) words in the singular include the plural and words in the
plural include the singular;
(f) unsecured Indebtedness shall not be deemed to be
subordinate
or junior to Secured Indebtedness merely by virtue of its nature
as
unsecured Indebtedness;
(g) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount
thereof
that would be shown on a balance sheet of the issuer dated such
date
prepared in accordance with GAAP; and
(h) the principal amount of any Preferred Stock shall be (i)
the
maximum liquidation value of such Preferred Stock or (ii) the
maximum
mandatory redemption or mandatory repurchase price with respect to
such
Preferred Stock, whichever is greater.
ARTICLE 2
The Securities
--------------
SECTION 2.01. Amount of Securities; Issuable in Series. The
aggregate principal amount of Securities
which may be authenticated and
delivered under this Indenture shall not be
limited. The Securities may be
issued in one or more series. All
Securities of any one series shall be
substantially identical except as to
denomination, legends and Issuance Date.
With respect to any Additional Securities issued after the
Closing
Date (except for Securities authenticated
and delivered upon registration of
transfer of, or in exchange for, or in lieu
of, other Securities pursuant to
Section 2.07, 2.08, 2.09, 2.10 or 3.06 or
the Appendix), there shall be (a)
established in or pursuant to a resolution
of the Governing Board of the Company
and (b) (i) set forth or determined in the
manner provided in an Officers'
Certificate or (ii) established in one or
more indentures supplemental hereto,
prior to the issuance of such Additional
Securities:
(1) whether such Additional Securities shall be issued as part
of
a new or existing series of Securities and the title of such
Additional
Securities (which shall distinguish the Additional Securities of
the
series from Securities of any other series);
(2) the aggregate principal amount of such Additional
Securities
which may be authenticated and delivered under this Indenture,
which
may be in an unlimited aggregate principal amount;
(3) the issue price and issuance date of such Additional
Securities, including the date from which interest on such
Additional
Securities shall accrue; provided, however, that no Additional
Securities may be issued at a price that would cause such
Additional
Securities to have "original issue discount" within the meaning
of
Section 1273 of the Code;
20
<PAGE>
(4) if applicable, that such Additional Securities shall be
issued
in a private placement transaction with registration rights;
(5) if applicable, that such Additional Securities shall be
issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective depositaries for
such
Global Securities, the form of any legend or legends which shall
be
borne by such Global Securities in addition to or in lieu of those
set
forth in Exhibit A hereto and any circumstances in addition to or
in
lieu of those set forth in Section 2.3 of the Appendix in which
any
such Global Security may be exchanged in whole or in part for
Additional Securities registered, or any transfer of such
Global
Security in whole or in part may be registered, in the name or
names of
Persons other than the depositary for such Global Security or a
nominee
thereof; and
(6) if applicable, that such Additional Securities shall not be
issued in the form of Initial Securities as set forth in Exhibit A,
but
shall be issued in the form of Exchange Securities as set forth
in
Exhibit B.
If any of the terms of any Additional Securities are
established
by action taken pursuant to a resolution of
the Governing Board of the Company,
a copy of an appropriate record of such
action shall be certified by the
Secretary or any Assistant Secretary of the
Company and delivered to the Trustee
at or prior to the delivery of the
Officers' Certificate or the indenture
supplemental hereto setting forth the terms
of the Additional Securities.
SECTION 2.02. Form and Dating. Provisions relating to the
Original Securities, the Additional
Securities and the Exchange Securities are
set forth in the Appendix, which is hereby
incorporated in and expressly made a
part of this Indenture. The (a) Original
Securities and the Trustee's
certificate of authentication and (b) any
Additional Securities (if issued as
Transfer Restricted Securities) and the
Trustee's certificate of authentication
shall each be substantially in the form of
Exhibit A hereto, which is hereby
incorporated in and expressly made a part
of this Indenture. The Exchange
Securities and any Additional Securities
issued other than as Transfer
Restricted Securities and the Trustee's
certificate of authentication shall each
be substantially in the form of Exhibit B
hereto, which is hereby incorporated
in and expressly made a part of this
Indenture. The Securities may have
notations, legends or endorsements required
by law, stock exchange rule,
agreements to which the Issuers or any
Subsidiary Guarantor is subject, if any,
or usage (provided that any such notation,
legend or endorsement is in a form
acceptable to the Issuers). Each Security
shall be dated the date of its
authentication. The Securities shall be
issuable only in registered form without
interest coupons and only in denominations
of $1,000 and integral multiples
thereof.
SECTION 2.03. Execution and Authentication. One Officer shall
sign the Securities for the Issuers by
manual or facsimile signature.
If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee
authenticates the Security, the Security
shall be valid nevertheless.
21
<PAGE>
A Security shall not be valid until an authorized signatory of
the
Trustee manually signs the certificate of
authentication on the Security. The
signature shall be conclusive evidence that
the Security has been authenticated
under this Indenture.
The Trustee shall authenticate and make available for delivery
Securities as set forth in the
Appendix.
The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuers to authenticate
the Securities. Any such appointment
shall be evidenced by an instrument signed
by a Trust Officer, a copy of which
shall be furnished to the Issuers. Unless
limited by the terms of such
appointment, an authenticating agent may
authenticate Securities whenever the
Trustee may do so. Each reference in this
Indenture to authentication by the
Trustee includes authentication by such
agent. An authenticating agent has the
same rights as any Registrar, Paying Agent
or agent for service of notices and
demands.
SECTION 2.04. Registrar and Paying Agent. (a) The Issuers shall
maintain an office or agency where
Securities may be presented for registration
of transfer or for exchange (the
"Registrar") and an office or agency where
Securities may be presented for payment
(the "Paying Agent"). The Registrar
shall keep a register of the Securities and
of their transfer and exchange. The
Issuers may have one or more co-registrars
and one or more additional paying
agents. The term "Paying Agent" includes
any additional paying agent, and the
term "Registrar" includes any
co-registrars. The Issuers initially appoint the
Trustee as (i) Registrar and Paying Agent
in connection with the Securities and
(ii) the Securities Custodian with respect
to the Global Securities.
(b) The Issuers shall enter into an appropriate agency
agreement
with any Registrar or Paying Agent not a
party to this Indenture, which shall
incorporate the terms of the TIA. The
agreement shall implement the provisions
of this Indenture that relate to such
agent. The Issuers shall notify the
Trustee of the name and address of any such
agent. If the Issuers fail to
maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be
entitled to appropriate compensation
therefor pursuant to Section 7.07. Either
of the Issuers or any of the Company's
domestically organized Wholly Owned
Subsidiaries may act as Paying Agent or
Registrar.
(c)
The Issuers may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying
Agent and to the Trustee; provided,
however, that no such removal shall become
effective until (i) acceptance of an
appointment by a successor as evidenced by
an appropriate agreement entered into
by the Issuers and such successor Registrar
or Paying Agent, as the case may be,
and delivered to the Trustee or (ii)
notification to the Trustee that the
Trustee shall serve as Registrar or Paying
Agent until the appointment of a
successor in accordance with clause (i)
above. The Registrar or Paying Agent may
resign at any time upon written notice to
the Issuers and the Trustee.
SECTION 2.05. Paying Agent to Hold Money in Trust. Prior to or
on
each due date of the principal of and
interest and additional interest (if any)
on any Security, the Issuers shall deposit
with the Paying Agent (or if either
of the Issuers or a Wholly Owned Subsidiary
is acting as Paying Agent, segregate
and hold in trust for the benefit of the
Persons entitled thereto) a sum
sufficient to pay such principal, interest
and additional interest (if any) when
so becoming due. The Issuers shall require
each Paying Agent (other than the
Trustee) to agree in writing that the
Paying Agent shall hold in trust
22
<PAGE>
for the benefit of Holders or the Trustee
all money held by the Paying Agent for
the payment of principal of and interest
and additional interest (if any) on the
Securities, and shall notify the Trustee of
any default by the Issuers in making
any such payment. If either of the Issuers
or a Subsidiary of the Company acts
as Paying Agent, it shall segregate the
money held by it as Paying Agent and
hold it as a separate trust fund. The
Issuers at any time may require a Paying
Agent to pay all money held by it to the
Trustee and to account for any funds
disbursed by the Paying Agent. Upon
complying with this Section, the Paying
Agent shall have no further liability for
the money delivered to the Trustee.
SECTION 2.06. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable
the most recent list available to it
of the names and addresses of Holders. If
the Trustee is not the Registrar, the
Issuers shall furnish, or cause the
Registrar to furnish, to the Trustee, in
writing at least five Business Days before
each interest payment date and at
such other times as the Trustee may request
in writing, a list in such form and
as of such date as the Trustee may
reasonably require of the names and addresses
of Holders.
SECTION 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be
transferable only upon the surrender of a
Security for registration of transfer and
in compliance with the Appendix. When
a Security is presented to the Registrar
with a request to register a transfer,
the Registrar shall register the transfer
as requested if its requirements
therefor are met. When Securities are
presented to the Registrar with a request
to exchange them for an equal principal
amount of Securities of other
denominations, the Registrar shall make the
exchange as requested if the same
requirements are met. To permit
registration of transfers and exchanges, the
Issuers shall execute and the Trustee shall
authenticate Securities at the
Registrar's request. The Issuers may
require payment of a sum sufficient to pay
all taxes, assessments or other
governmental charges in connection with any
transfer or exchange pursuant to this
Section. The Issuers shall not be required
to make and the Registrar need not register
transfers or exchanges of Securities
selected for redemption (except, in the
case of Securities to be redeemed in
part, the portion thereof not to be
redeemed) or any Securities for a period of
15 days before a selection of Securities to
be redeemed.
Prior to the due presentation for registration of transfer of
any
Security, the Issuers, the Subsidiary
Guarantors, the Trustee, the Paying Agent,
and the Registrar may deem and treat the
Person in whose name a Security is
registered as the absolute owner of such
Security for the purpose of receiving
payment of principal of and (subject to
paragraph 2 of the Securities) interest,
if any, on such Security and for all other
purposes whatsoever, whether or not
such Security is overdue, and none of the
Issuers, any Subsidiary Guarantor, the
Trustee, the Paying Agent, or the Registrar
shall be affected by notice to the
contrary.
Any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of
beneficial interest in such Global
Security may be effected only through a
book-entry system maintained by (a) the
Holder of such Global Security (or its
agent) or (b) any Holder of a beneficial
interest in such Global Security, and that
ownership of a beneficial interest in
such Global Security shall be required to
be reflected in a book entry.
23
<PAGE>
All
Securities issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence
the same debt and shall be entitled
to the same benefits under this Indenture
as the Securities surrendered upon
such transfer or exchange.
SECTION 2.08. Replacement Securities. If a mutilated Security
is
surrendered to the Registrar or if the
Holder of a Security claims that the
Security has been lost, destroyed or
wrongfully taken, the Issuers shall issue
and the Trustee shall authenticate a
replacement Security if the requirements of
Section 8-405 of the Uniform Commercial
Code are met, such that the Holder (a)
satisfies the Issuers or the Trustee within
a reasonable time after such Holder
has notice of such loss, destruction or
wrongful taking and the Registrar does
not register a transfer prior to receiving
such notification, (b) makes such
request to the Issuers or the Trustee prior
to the Security being acquired by a
protected purchaser as defined in Section
8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies
any other reasonable requirements of
the Trustee. If required by the Trustee or
the Issuers, such Holder shall
furnish an indemnity bond sufficient in the
judgment of the Trustee to protect
the Issuers, the Trustee, the Paying Agent
and the Registrar from any loss that
any of them may suffer if a Security is
replaced. The Issuers and the Trustee
may charge the Holder for their expenses in
replacing a Security. In the event
any such mutilated, lost, destroyed or
wrongfully taken Security has become or
is about to become due and payable, the
Issuers in their discretion may pay such
Security instead of issuing a new Security
in replacement thereof.
Every replacement Security is an additional obligation of the
Issuers.
The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other
rights and remedies with respect to
the replacement or payment of mutilated,
lost, destroyed or wrongfully taken
Securities.
SECTION 2.09. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated
by the Trustee except for those
canceled by it, those delivered to it for
cancelation and those described in
this Section as not outstanding. Subject to
Section 11.06, a Security does not
cease to be outstanding because the Issuers
or an Affiliate of the Issuers holds
the Security.
If a Security is replaced pursuant to Section 2.08, it ceases
to
be outstanding, the principal thereon
ceases to be payable and interest on it
ceases to accrue unless the Trustee and the
Issuers receive proof satisfactory
to them that the replaced Security is held
by a protected purchaser.
If the Paying Agent segregates and holds in trust, in
accordance
with this Indenture, on a redemption date
or maturity date money sufficient to
pay all principal, interest and additional
interest, if any, payable on that
date with respect to the Securities (or
portions thereof) to be redeemed or
maturing, as the case may be, then on and
after that date such Securities (or
portions thereof) cease to be outstanding
and interest on them ceases to accrue.
SECTION 2.10. Temporary Securities. In the event that
Definitive
Securities are to be issued under the terms
of this Indenture, until such
Definitive Securities are ready for
delivery, the Issuers may prepare and the
Trustee shall authenticate temporary
Securities. Temporary Securities shall be
substantially in the form
24
<PAGE>
of Definitive Securities but may have
variations that the Issuers consider
appropriate for temporary Securities.
Without unreasonable delay, the Issuers
shall prepare and the Trustee shall
authenticate Definitive Securities and
deliver them in exchange for temporary
Securities upon surrender of such
temporary Securities at the office or
agency of the Issuers, without charge to
the Holder.
SECTION 2.11. Cancelation. The Issuers at any time may deliver
Securities to the Trustee for cancelation.
The Registrar and the Paying Agent
shall forward to the Trustee any Securities
surrendered to them for registration
of transfer, exchange or payment. The
Trustee and no one else shall cancel all
Securities surrendered for registration of
transfer, exchange, payment or
cancelation and shall dispose of canceled
Securities in accordance with its
customary procedures or deliver canceled
Securities to the Issuers pursuant to
written direction by an Officer. The
Issuers may not issue new Securities to
replace Securities they have redeemed, paid
or delivered to the Trustee for
cancelation. The Trustee shall not
authenticate Securities in place of canceled
Securities other than pursuant to the terms
of this Indenture.
SECTION 2.12. Defaulted Interest. If the Issuers default in a
payment of interest on the Securities, the
Issuers shall pay the defaulted
interest (plus interest on such defaulted
interest to the extent lawful) in any
lawful manner. The Issuers may pay the
defaulted interest to the Persons who are
Holders on a subsequent special record
date. The Issuers shall fix or cause to
be fixed any such special record date and
payment date to the reasonable
satisfaction of the Trustee and shall
promptly mail or cause to be mailed to
each Holder a notice that states the
special record date, the payment date and
the amount of defaulted interest to be
paid.
SECTION 2.13. CUSIP and ISIN Numbers. The Issuers in issuing
the
Securities may use "CUSIP" and "ISIN"
numbers (if then generally in use) and, if
so, the Trustee shall use "CUSIP" and
"ISIN" numbers in notices of redemption as
a convenience to Holders; provided,
however, that any such notice may state that
no representation is made as to the
correctness of such numbers either as
printed on the Securities or as contained
in any notice of a redemption and that
reliance may be placed only on the other
identification numbers printed on the
Securities, and any such redemption shall
not be affected by any defect in or
omission of such numbers.
ARTICLE 3
Redemption
----------
SECTION 3.01. Notices to Trustee. If the Issuers elect to
redeem
Securities pursuant to paragraph 5 of the
Securities, it shall notify the
Trustee in writing of the redemption date
and the principal amount of Securities
to be redeemed.
The Issuers shall give each notice to the Trustee provided for
in
this Section at least 30 days before the
redemption date unless the Trustee
consents to a shorter period. Such notice
shall be accompanied by an Officers'
Certificate to the effect that such
redemption will comply with the conditions
herein. Any such notice may be canceled at
any time prior to notice of such
redemption being mailed to any Holder and
shall thereby be void and of no
effect.
25
<PAGE>
SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed,
the Trustee shall select the
Securities to be redeemed pro rata or by
lot or by a method that the Trustee in
its sole discretion shall deem to be fair
and appropriate. The Trustee shall
make the selection from outstanding
Securities not previously called for
redemption. The Trustee may select for
redemption portions of the principal of
Securities that have denominations larger
than $1,000. Securities and portions
of them the Trustee selects shall be in
amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that
apply to Securities called for
redemption also apply to portions of
Securities called for redemption. The
Trustee shall notify the Issuers promptly
of the Securities or portions of
Securities to be redeemed.
SECTION 3.03. Notice of Redemption. (a) At least 30 days but
not
more than 60 days before a date for
redemption of Securities, the Issuers shall
mail a notice of redemption by first-class
mail to each Holder of Securities to
be redeemed at such Holder's registered
address.
The notice shall identify the Securities to be redeemed and
shall
state:
(i) the redemption date;
(ii) the redemption price and the amount of accrued interest
to,
but not including, the redemption date;
(iii) the name and address of the Paying Agent;
(iv) that Securities called for redemption must be surrendered
to
the Paying Agent to collect the redemption price;
(v) if fewer than all the outstanding Securities are to be
redeemed, the certificate numbers and principal amounts of the
particular Securities to be redeemed;
(vi) that, unless the Issuers default in making such redemption
payment or the Paying Agent is prohibited from making such
payment
pursuant to the terms of this Indenture, interest on Securities
(or
portion thereof) called for redemption ceases to accrue on and
after
the redemption date;
(vii) the CUSIP or ISIN number, if any, printed on the
Securities
being redeemed; and
(viii) that no representation is made as to the correctness or
accuracy of the CUSIP or ISIN number, if any, listed in such notice
or
printed on the Securities.
(b) At the Issuers' request (which may be revoked at any time
prior to the time at which the Trustee
shall have given such notice to the
Holders), the Trustee shall give the notice
of redemption in the Issuers' names
and at the Issuers' expense. In such event,
the Issuers shall provide the
Trustee with the information required by
this Section.
SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for
redemption become due and payable on
the redemption date and at the redemption
price stated in the notice. Upon
surrender to the
26
<PAGE>
Paying Agent, such Securities shall be paid
at the redemption price stated in
the notice, plus accrued interest and
additional interest, if any, to, but not
including, the redemption date; provided,
however, that if the redemption date
is after a regular record date and on or
prior to the interest payment date, the
accrued interest and additional interest,
if any, shall be payable to the Holder
of the redeemed Securities registered on
the relevant record date. Failure to
give notice or any defect in the notice to
any Holder shall not affect the
validity of the notice to any other Holder.
Notice mailed in the manner herein
provided shall be conclusively presumed to
have been given, whether or not the
Holder receives such notice.
SECTION 3.05. Deposit of Redemption Price. Prior to 12:00 noon,
New York City time, on the redemption date,
the Issuers shall deposit with the
Paying Agent (or, if either of the Issuers
or a Wholly Owned Subsidiary is the
Paying Agent, shall segregate and hold in
trust) money sufficient to pay the
redemption price of and accrued interest
and additional interest, if any, on all
Securities or portions thereof to be
redeemed on that date other than Securities
or portions of Securities called for
redemption that have been delivered by the
Issuers to the Trustee for cancelation. The
Paying Agent shall promptly return
to the Company any money deposited with the
Paying Agent in excess of the
amounts necessary to pay the principal of,
plus accrued and unpaid interest, and
Additional Interest, if any, on the
Securities to be redeemed. On and after the
redemption date, interest shall cease to
accrue on Securities or portions
thereof called for redemption so long as
the Issuers have deposited with the
Paying Agent funds sufficient to pay the
principal of, plus accrued and unpaid
interest and additional interest, if any,
on, the Securities to be redeemed,
unless the Paying Agent is prohibited from
making such payment pursuant to the
terms of this Indenture.
SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the
Issuers shall execute and the Trustee
shall authenticate for the Holder (at the
Issuers' expense) a new Security equal
in principal amount to the unredeemed
portion of the Security surrendered.
ARTICLE 4
Covenants
SECTION 4.01. Payment of Securities. The Issuers shall promptly
pay the principal of and interest and
additional interest, if any, on the
Securities on the dates and in the manner
provided in the Securities and in this
Indenture. Principal, interest and
additional interest, if any, shall be
considered paid on the date due if on such
date the Trustee or the Paying Agent
holds in accordance with this Indenture
money sufficient to pay all principal
and interest then due and the Trustee or
the Paying Agent, as the case may be,
is not prohibited from paying such money to
the Holders on that date pursuant to
the terms of this Indenture.
The Issuers shall pay interest on overdue principal at the rate
specified therefor in the Securities, and
it shall pay interest on overdue
installments of interest at the same rate
to the extent lawful.
SECTION 4.02. SEC Reports. Notwithstanding that the Issuers may
not be subject to the reporting
requirements of Section 13 or 15(d) of the
Exchange Act, the
27
<PAGE>
Company shall file with the SEC (unless the
SEC will not accept such a filing)
and provide the Trustee and Holders and
prospective Holders (upon request)
within 15 days after it files (or would be
required to file) them with the SEC,
copies of the Company's annual report and
the information, documents and other
reports that are specified in Sections 13
and 15(d) of the Exchange Act. In
addition, following a public equity
offering, the Company shall furnish to the
Trustee and the Holders, promptly upon
their becoming available, copies of the
annual report to shareholders and any other
information provided by Parent, Dex
Media or the Company to its public
shareholders generally. The Company also
shall comply with the other provisions of
Section 314(a) of the TIA.
SECTION 4.03. Limitation on Indebtedness. (a) The Company shall
not, and shall not permit any Restricted
Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided,
however, that the Company or any
Restricted Subsidiary that is a Subsidiary
Guarantor may Incur Indebtedness if
on the date of such Incurrence and after
giving effect thereto, the Consolidated
Leverage Ratio would not be greater than 6
to 1.
(b) Notwithstanding Section 4.03(a), the Company and its
Restricted Subsidiaries may Incur the
following Indebtedness:
(i) Bank Indebtedness Incurred pursuant to the Credit Agreement
in
an aggregate principal amount not to exceed $1,490.0 million less
the
aggregate amount of all prepayments of principal made pursuant to,
and
in compliance with, Section 4.06, applied to permanently reduce
any
such Indebtedness, provided that $160.0 million of such Bank
Indebtedness may be Incurred only in connection with, and upon
the
consummation of the Dex Media West Acquisition;
(ii) Indebtedness of the Company owed to and held by any
Restricted Subsidiary or Indebtedness of a Restricted Subsidiary
owed
to and held by the Company or any Restricted Subsidiary;
provided,
however, that (1) any subsequent issuance or transfer of any
Capital
Stock or any other event that results in any such Restricted
Subsidiary
ceasing to be a Restricted Subsidiary or any subsequent transfer of
any
such Indebtedness (except to the Company or a Restricted
Subsidiary)
shall be deemed, in each case, to constitute the Incurrence of
such
Indebtedness by the issuer thereof and (2) if the Company or a
Subsidiary Guarantor is the obligor on such Indebtedness, such
Indebtedness (to the extent such Indebtedness is owed to and held
by a
Restricted Subsidiary that is not a Subsidiary Guarantor) is
expressly
subordinated to the prior payment in full in cash of all
obligations of
the Company or such Subsidiary Guarantor, with respect to the
Securities or the Subsidiary Guarantees of such Subsidiary
Guarantor,
as applicable;
(iii) Indebtedness (1) represented by the Securities (not
including any Additional Securities) and the Subsidiary Guarantees
and
the Senior Notes (not including any Additional Senior Notes and
the
Senior Note Guarantees, (2) outstanding on the Closing Date (other
than
the Indebtedness described in clauses (i) and (ii) above), (3)
consisting of Refinancing Indebtedness Incurred in respect of
any
Indebtedness described in this clause (iii) (including
Indebtedness
that is Refinancing Indebtedness) or Section 4.03(a) and (4)
consisting
of Guarantees of any Indebtedness permitted under this Section
4.03;
provided that if such Indebtedness is by its express terms
subordinated
in right of payment to the Securities or the Subsidiary Guarantees,
as
applicable, any such Guarantee with
28
<PAGE>
respect to such Indebtedness shall be subordinated in right of
payment
to the Securities or the Subsidiary Guarantees, as applicable,
substantially to the same extent as such Indebtedness is
subordinated
to the Securities or the Subsidiary Guarantees, as applicable;
(iv)(1) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Restricted
Subsidiary
was acquired by the Company (other than Indebtedness Incurred
in
contemplation of, in connection with, as consideration in, or
to
provide all or any portion of the funds or credit support utilized
to
consummate, the transaction or series of related transactions
pursuant
to which such Restricted Subsidiary became a Subsidiary of or
was
otherwise acquired by the Company); provided, however, that on the
date
that such Restricted Subsidiary is acquired by the Company, the
Company
would have been able to Incur $1.00 of additional Indebtedness
pursuant
to Section 4.03(a) after giving effect to the Incurrence of
such
Indebtedness pursuant to this clause (iv) and (2) Refinancing
Indebtedness Incurred in respect of Indebtedness Incurred pursuant
to
this clause (iv);
(v) Indebtedness (1) in respect of performance bonds, bankers'
acceptances, letters of credit and surety or appeal bonds provided
by
the Company and the Restricted Subsidiaries in the ordinary course
of
their business, and (2) under Interest Rate Agreements and
Commodity
Hedging Agreements entered into for bona fide hedging purposes of
the
Company in the ordinary course of business; provided, however, that
(A)
such Interest Rate Agreements do not increase the Indebtedness of
the
Company outstanding at any time other than as a result of
fluctuations
in interest rates or by reason of fees, indemnities and
compensation
payable thereunder and (B) such Commodity Hedging Agreements do
not
increase the Indebtedness of the Company outstanding at any time
other
than as result of fluctuations in commodity prices or by reason
of
fees, indemnities and compensation payable thereunder;
(vi) Purchase Money Indebtedness and Capitalized Lease
Obligations
(in an aggregate principal amount not in excess of $30.0 million at
any
time outstanding);
(vii) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument
drawn
against insufficient funds in the ordinary course of business,
provided
that such Indebtedness is extinguished within five Business Days of
its
Incurrence;
(viii) Indebtedness consisting of customary indemnification,
adjustment of purchase price or similar obligations of the Company
or
any Restricted Subsidiary, in each case Incurred in connection with
the
acquisition or disposition of any assets by the Company or any
Restricted Subsidiary; or
(ix) Indebtedness (other than Indebtedness permitted to be
Incurred pursuant to Section 4.03(a) or any other clause of
this
Section 4.03(b)) in an aggregate principal amount on the date
of
Incurrence that, when added to all other Indebtedness Incurred
pursuant
to this clause (ix) and then outstanding, shall not exceed
$125.0
million.
29
<PAGE>
(c) The Company shall not Incur any Indebtedness if such
Indebtedness is subordinate or junior in
ranking in any respect to any Senior
Indebtedness unless such Indebtedness is
Senior Subordinated Indebtedness or is
expressly subordinated in right of payment
to Senior Subordinated Indebtedness.
In addition, the Company shall not Incur
any Secured Indebtedness which is not
Senior Indebtedness unless
contemporaneously therewith effective provision is
made to secure the Securities equally and
ratably with (or on a senior basis to,
in the case of Indebtedness subordinated in
right of payment to the Securities)
such Secured Indebtedness for so long as
such Secured Indebtedness is secured by
a Lien. A Subsidiary Guarantor shall not
Incur any Indebtedness if such
Indebtedness is by its terms expressly
subordinate or junior in ranking in any
respect to any Senior Indebtedness of such
Subsidiary Guarantor unless such
Indebtedness is Senior Subordinated
Indebtedness of such Subsidiary Guarantor or
is expressly subordinated in right of
payment to Senior Subordinated
Indebtedness of such Subsidiary Guarantor.
In addition, a Subsidiary Guarantor
shall not Incur any Secured Indebtedness
that is not Senior Indebtedness of such
Subsidiary Guarantor unless
contemporaneously therewith effective provision is
made to secure the Subsidiary Guarantee of
such Subsidiary Guarantor equally and
ratably with (or on a senior basis to, in
the case of Indebtedness subordinated
in right of payment to such Subsidiary
Guarantee) such Secured Indebtedness for
as long as such Secured Indebtedness is
secured by a Lien.
(d) Notwithstanding any other provision of this Section 4.03,
the
maximum amount of Indebtedness that the
Company or any Restricted Subsidiary may
Incur pursuant to this Section shall not be
deemed to be exceeded solely as a
result of fluctuations in the exchange
rates of currencies. For purposes of
determining the outstanding principal
amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i)
Indebtedness Incurred pursuant to
the Credit Agreement prior to or on the
Closing Date or in connection with the
Dex Media West Acquisition shall be treated
as Incurred pursuant to Section
4.03(b)(i), (ii) the accrual of interest,
the accretion of original issue
discount, the payment of interest on any
Indebtedness in the form of additional
Indebtedness with the same terms, and the
payment of dividends on Disqualified
Stock in the form of additional shares of
the same class of Disqualified Stock
will not be deemed to be an Incurrence of
Indebtedness or an issuance of
Disqualified Stock for purposes of this
Section 4.03, (iii) Indebtedness
permitted by this Section 4.03 need not be
permitted solely by reference to one
provision permitting such Indebtedness but
may be permitted in part by one such
provision and in part by one or more other
provisions of this Section 4.03
permitting such Indebtedness, and (iv) in
the event that Indebtedness meets the
criteria of more than one of the types of
Indebtedness described in this Section
4.03, the Company, in its sole discretion,
shall classify such Indebtedness on
the date of its issuance, or later
reclassify all or a portion of such
Indebtedness (other than as set forth in
Section 4.03 (c)(i)) in any manner that
complies with this Indenture, and only be
required to include the amount of such
Indebtedness in one of such clauses.
SECTION 4.04. Limitation on Restricted Payments. (a) The
Company
shall not, and shall not permit any
Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any
dividend or make any distribution on or in
respect of its Capital Stock or make any
similar payment (including any payment
in connection with any merger or
consolidation involving the Company or any
Subsidiary of the Company) to the direct or
indirect holders of its Capital
Stock except (x) dividends or distributions
payable solely in its Capital Stock
(other than Disqualified Stock or Preferred
Stock) and (y) dividends or
distributions payable to the Company or a
Restricted Subsidiary (and, if
30
<PAGE>
such Restricted Subsidiary has shareholders
other than the Company or other
Restricted Subsidiaries, to its other
shareholders on a pro rata basis), (ii)
purchase, redeem, retire or otherwise
acquire for value any Capital Stock of the
Company or any Restricted Subsidiary held
by Persons other than the Company or a
Restricted Subsidiary, (iii) purchase,
repurchase, redeem, retire, defease or
otherwise acquire for value, prior to
scheduled maturity, scheduled repayment or
scheduled sinking fund payment any
Subordinated Obligations (other than the
purchase, repurchase, redemption,
retirement, defeasance or other acquisition
for value of Subordinated Obligations
acquired in anticipation of satisfying a
sinking fund obligation, principal
installment or final maturity, in each case
due within one year of the date of
acquisition) or (iv) make any Investment
(other than a Permitted Investment) in any
Person (any such dividend,
distribution, payment, purchase,
redemption, repurchase, defeasance, retirement
or other acquisition or Investment set
forth in these clauses (i) through (iv)
being herein referred to as a "Restricted
Payment") if at the time the Company
or such Restricted Subsidiary makes such
Restricted Payment:
(1) a Default shall have occurred and be continuing (or would
result therefrom);
(2) the Company could not Incur at least $1.00 of additional
Indebtedness under Section 4.03(a); or
(3) the aggregate amount of such Restricted Payment and all
other
Restricted Payments (the amount so expended, if other than in cash,
to
be determined in good faith by the Governing Board of the
Company,
whose determination shall be conclusive and evidenced by a
resolution
of the Governing Board of the Company) declared or made subsequent
to
the Closing Date would exceed the sum of, without duplication:
(A) 50% of the Adjusted Consolidated Net Income accrued
during the period (treated as one accounting period) from the
beginning of the fiscal quarter immediately following the
fiscal
quarter during which the Closing Date occurs to the end of the
most recent fiscal quarter ending at least 45 days prior to the
date of such Restricted Payment (or, in case such Adjusted
Consolidated Net Income shall be a deficit, minus 100% of such
deficit);
(B) the aggregate Net Cash Proceeds received by the Company
from the issue or sale of its Capital Stock (other than
Disqualified Stock) subsequent to the Closing Date (other than
an
issuance or sale (x) to a Subsidiary of the Company, (y) to an
employee stock ownership plan or other trust established by the
Company or any of its Subsidiaries or (z) in connection with,
or
substantially concurrently with, the Dex Media West
Acquisition);
(C) the amount
by which Indebtedness of the Company or its
Restricted Subsidiaries is reduced on the Company's balance
sheet
upon the conversion or exchange (other than by a Subsidiary of
the
Company) subsequent to the Closing Date of any Indebtedness of
the
Company or its Restricted Subsidiaries issued after the Closing
Date which is convertible or exchangeable for Capital Stock
(other
than Disqualified Stock) of the
31
<PAGE>
Company (less the amount of any cash or the Fair Market Value
of
other property distributed by the Company or any Restricted
Subsidiary upon such conversion or exchange plus the amount of
any
cash received by the Company or any Restricted Subsidiary upon
such conversion or exchange); and
(D) the amount equal to the net reduction in Investments in
Unrestricted Subsidiaries resulting from (x) payments of
dividends, repayments of the principal of loans or advances or
other transfers of assets to the Company or any Restricted
Subsidiary from Unrestricted Subsidiaries or (y) the
redesignation
of Unrestricted Subsidiaries as Restricted Subsidiaries (valued
in
each case as provided in the definition of "Investment") not to
exceed, in the case of any Unrestricted Subsidiary, the amount
of
Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary, which amount was
included in the calculation of the amount of Restricted
Payments.
(b) The provisions of Section 4.04(a) shall not prohibit:
(i) any purchase, prepayment, repayment, repurchase,
redemption,
retirement or other acquisition for value of Subordinated
Obligations
or Capital Stock of the Company made by exchange for, or out of
the
proceeds of the substantially concurrent sale of, Capital Stock of
the
Company (other than Disqualified Stock and other than Capital
Stock
issued or sold to a Subsidiary of the Company or an employee
stock
ownership plan or other trust established by the Company or any of
its
Subsidiaries); provided, however, that (1) such purchase,
repurchase,
redemption, retirement or other acquisition for value shall be
excluded
in the
calculation of the amount of Restricted Payments and (2) the
Net
Cash Proceeds from such sale applied in the manner set forth in
this
clause (i) shall be excluded from the calculation of amounts
under
Section 4.04(a)(iv)(3)(B);
(ii) any prepayment, repayment, purchase, repurchase,
redemption,
retirement, defeasance or other acquisition for value of
Subordinated
Obligations of the Company made by exchange for, or out of the
proceeds
of the
substantially concurrent sale of, Indebtedness of the Company
that is permitted to be Incurred pursuant to Section 4.03(b);
provided
that such Indebtedness is subordinated to the Securities to at
least
the same extent as such Subordinated Obligations; provided,
however,
that such prepayment, repayment, purchase, repurchase,
redemption,
retirement, defeasance or other acquisition for value shall be
excluded
in the calculation of the amount of Restricted Payments;
(iii) any prepayment, repayment, purchase, repurchase,
redemption,
retirement, defeasance or other acquisition for value of
Subordinated
Obligations from Net Available Cash to the extent permitted by
Section
4.06; provided, however, that such prepayment, repayment,
purchase,
repurchase, redemption, retirement, defeasance or other acquisition
for
value shall be excluded in the calculation of the amount of
Restricted
Payments;
(iv) dividends paid within 60 days after the date of
declaration
thereof if at such date of declaration such dividends would
have
complied with Section 4.04(a); provided, however, that such
dividends
shall be included in the calculation of the amount of
Restricted
Payments;
32
<PAGE>
(v) for so long as the Company is treated as a pass-through or
disregarded entity for United States Federal income tax purposes or
for
so long as the Company is a member of a consolidated group of
corporations for federal income tax purposes, other than as the
common
parent, Tax Distributions; provided, however, that such Tax
Distributions shall be excluded in the calculation of the amount
of
Restricted Payments;
(vi) any purchase, repurchase, redemption, retirement or other
acquisition for value of shares of Capital Stock of the Company or
any
of its Subsidiaries from employees, former employees, directors
or
former directors of the Company or any of its Subsidiaries (or
permitted transferees of such employees, former employees,
directors or
former directors), pursuant to the terms of the agreements
(including
employment agreements) or plans (or amendments thereto) approved by
the
Governing Board of the Company under which such individuals
purchase or
sell or are granted the option to purchase or sell, shares of
such
Capital Stock; provided, however, that the aggregate amount of
such
purchases, repurchases, redemptions, retirements and other
acquisitions
for value will not exceed, together with Restricted Payments made
under
clause (vii)(2) below, $4.0 million per fiscal year of the Company
and
up to an aggregate amount of, together with Restricted Payments
made
under clause (vii)(2) below, $10.0 million during the term of
this
Indenture; provided further, however, that such purchases,
repurchases,
redemptions, retirements and other acquisitions for value shall
be
excluded in the calculation of the amount of Restricted
Payments;
(vii) any payment of dividends, other distributions or other
amounts by the Company for the purposes set forth in clauses
(1)
through (3) below; provided, however, that such dividend,
distribution
or amount set forth in clauses (1) through (3) shall be excluded in
the
calculation of the amount of Restricted Payments:
(1) to Parent in amounts equal to the amounts required for
Parent to pay franchise taxes and other fees required to
maintain
its corporate existence and provide for other operating costs
of
up to $2.5 million per fiscal year;
(2) to Parent or Dex Media in amounts equal to amounts
expended by Parent or Dex Media to purchase, repurchase,
redeem,
retire or otherwise acquire for value Capital Stock of Parent
or
Dex Media from employees, former employees, directors or former
directors of the Company or any of its Subsidiaries (or
permitted
transferees of such employees, former employees, directors or
former directors); provided, however, that the aggregate amount
paid, loaned or advanced to Parent and Dex Media pursuant to
this
clause (2) will not, in the aggregate, exceed, together with
Restricted Payments made under Section 4.04(b)(vi), $4.0
million
per fiscal year of the Company, up to a maximum aggregate
amount
of, together with Restricted Payments made under Section
4.04(b)(vi), $10.0 million during the term of this Indenture,
plus
any amounts contributed by Parent or Dex Media to the Company as
a
result of resales of such repurchased shares of Capital Stock;
or
33
<PAGE>
(3) to Parent or Dex Media to pay operating and overhead
expenses incurred in the ordinary course of business and
allocable
to the Company;
(viii) any payment of dividends, other distributions or other
amounts by the Company from the proceeds of $160.0 million of
Bank
Indebtedness Incurred in connection with, and upon the consummation
of,
the Dex Media West Acquisition, permitted by Section
4.03(b)(1);
provided, however, that such dividend, other distribution or
other
amount will be excluded in the calculation of the amount of
Restricted
Payments;
(ix) the payment of dividends on Parent's, Dex Media's or the
Company's common stock following the first bona fide
underwritten
public offering of common stock of Parent, Dex Media or the
Company, as
the case may be, after the Closing Date, of up to 6% per annum of
the
net proceeds received by Parent, Dex Media, or the Company, as the
case
may be, from such public offering; provided, however, that (1)
the
aggregate amount of all such dividends shall not exceed the
aggregate
amount of net proceeds received by Parent, Dex Media or the
Company, as
the case may be, from such public offering and (2) such dividends
will
be included in the calculation of the amount of Restricted
Payments;
(x) the purchase, redemption, acquisition or retirement of any
Subordinated Obligations following a Change of Control after
the
Company shall have complied with the provisions under "Change
of
Control," including the payment of the applicable purchase
price;
provided, however, that such amounts shall be excluded in the
calculation of the amount of Restricted Payments;
(xi) other Restricted Payments not to exceed $20.0 million in
the
aggregate;
provided, however, that such amounts shall be included in
the calculation of the amount of Restricted Payments; or
(xii) dividends paid with the proceeds of a cash common equity
contribution or sale of Capital Stock (other than Disqualified
Stock)
in an amount of up to $50.0 million substantially concurrently with
the
consummation of, and to fund a portion of the purchase price of,
the
Dex Media West Acquisition; provided, however, that (1) such
dividends
will be excluded in the calculation of the amount of Restricted
Payments, and (2) the proceeds from such contribution or sale will
be
excluded from the calculation of amounts under Section
4.04(a)(iv)(3)(B) above.
SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall
not, and shall not permit any
Restricted Subsidiary to, create or
otherwise cause or permit to exist or become
effective any consensual encumbrance or
restriction on the ability of any
Restricted Subsidiary to (a) pay dividends
or make any other distributions on
its Capital Stock or pay any Indebtedness
or other obligations owed to the
Company, (b) make any loans or advances to
the Company or (c) transfer any of
its property or assets to the Company,
except:
34
<PAGE>
(i) any encumbrance or restriction pursuant to applicable law
or
an agreement in effect at or entered into on the Closing Date and
any
encumbrance or restriction pursuant to any agreement governing
Bank
Indebtedness;
(ii) any encumbrance or restriction with respect to a
Restricted
Subsidiary pursuant to an agreement relating to any
Indebtedness
Incurred by such Restricted Subsidiary prior to the date on which
such
Restricted Subsidiary was acquired by the Company (other than
Indebtedness Incurred as consideration in, in contemplation of, or
to
provide all or any portion of the funds or credit support utilized
to
consummate, the transaction or series of related transactions
pursuant
to which such Restricted Subsidiary became a Restricted Subsidiary
or
was otherwise acquired by the Company) and outstanding on such
date;
(iii) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness Incurred pursuant to an
agreement referred to in clause (c)(i) or (c)(ii) of this Section
4.05
or this clause (iii) or contained in any amendment to an
agreement
referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or
this
clause (iii); provided, however, that the encumbrances and
restrictions
contained in any such Refinancing agreement or amendment, taken as
a
whole, are not materially less favorable to the Holders than
the
encumbrances and restrictions contained in such predecessor
agreements;
(iv) in the case of clause (c), any encumbrance or restriction
(1)
that restricts in a customary manner the subletting, assignment
or
transfer of any property or asset that is subject to a lease,
license
or similar contract, or (2) contained in security agreements
securing
Indebtedness of a Restricted Subsidiary to the extent such
encumbrance
or restriction restricts the transfer of the property subject to
such
security agreements;
(v) with respect to a Restricted Subsidiary, any restriction
imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets
of
such Restricted Subsidiary pending the closing of such sale or
disposition; and
(vi) customary provisions in joint venture agreements;
provided,
however, that (1) such encumbrance or restriction is applicable
only to
such Restricted Subsidiary, (2) the encumbrance or restriction is
not
materially more disadvantageous to the Holders than is customary
in
comparable agreements and (3) the Company reasonably determines
that
any such encumbrance or restriction will not materially affect
the
ability of the Issuers to make any anticipated principal or
interest
payments on the Securities.
SECTION 4.06. Limitation on Sales of Assets and Subsidiary
Stock.
(a) The Company shall not, and shall not
permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) the
Company or such Restricted Subsidiary
receives consideration (including by way of
relief from, or by any other Person
or group of Persons assuming sole
responsibility for, any liabilities,
contingent or otherwise) at the time of
such Asset Disposition at least equal to
the Fair Market Value of the shares and
35
<PAGE>
assets subject to such Asset Disposition,
(ii) in the case of Asset Dispositions
which are not Permitted Asset Swaps, at
least 75% of the consideration thereof
received by the Company or such Restricted
Subsidiary is in the form of cash,
and (iii) an amount equal to 100% of the
Net Available Cash from such Asset
Disposition is applied by the Company (or
such Restricted Subsidiary, as the
case may be) within 365 days after the
later of the date of such Asset
Disposition or the receipt of such Net
Available Cash (1) first, to the extent
the Company elects (or is required by the
terms of any Indebtedness), to prepay,
repay, purchase, repurchase, redeem,
retire, defease or otherwise acquire for
value Senior Indebtedness of the Company or
Indebtedness (other than obligations
in respect of Preferred Stock) of a Wholly
Owned Subsidiary (in each case other
than Indebtedness owed to the Company or an
Affiliate of the Company and other
than obligations in respect of Disqualified
Stock); (2) second, to the extent of
the balance of Net Available Cash after
application in accordance with clause
(1), to the extent the Company or such
Restricted Subsidiary elects, to reinvest
in Additional Assets (including by means of
an Investment in Additional Assets
by a Restricted Subsidiary with Net
Available Cash received by the Company or
another Restricted Subsidiary); (3) third,
to the extent of the balance of such
Net Available Cash after application in
accordance with clauses (1) and (2), to
make an Offer to purchase Securities
pursuant to and subject to the conditions
of Section 4.06(b); provided, however, that
if the Company elects (or is
required by the terms of any other Senior
Subordinated Indebtedness), such Offer
may be made ratably to purchase the
Securities and other Senior Subordinated
Indebtedness of the Company; and (4)
fourth, to the extent of the balance of
such Net Available Cash after application
in accordance with clauses (1), (2)
and (3), for any general corporate purpose
permitted by the terms of this
Indenture; provided, however, that in
connection with any prepayment, repayment,
purchase, repurchase, redemption,
retirement, defeasance or other acquisition
for value of Indebtedness pursuant to
clause (1), (2) or (4) above, the Company
or such Restricted Subsidiary shall retire
such Indebtedness and shall cause the
related loan commitment (if any) to be
permanently reduced in an amount equal to
the principal amount so prepaid, repaid,
purchased, repurchased, retired,
defeased or otherwise acquired for value.
Notwithstanding the foregoing
provisions of this Section 4.06, the
Company and the Restricted Subsidiaries
shall not be required to apply any Net
Available Cash in accordance with this
Section 4.06(a) except to the extent that
the aggregate Net Available Cash from
all Asset Dispositions that is not applied
in accordance with this Section
4.06(a) exceeds $20.0 million.
For the purposes of this Section 4.06, the following are deemed
to
be cash: (A) the assumption of Indebtedness
of the Company (other than
obligations in respect of Disqualified
Stock of the Company) or any Restricted
Subsidiary (other than obligations in
respect of Disqualified Stock and
Preferred Stock of a Restricted Subsidiary
that is a Subsidiary Guarantor) and
the release of the Company or such
Restricted Subsidiary from all liability on
such Indebtedness in connection with such
Asset Disposition and (B) securities
received by the Company or any Restricted
Subsidiary from the transferee that
are converted by the Company or such
Restricted Subsidiary into cash within 90
days of receipt.
(b) In the event of an Asset Disposition that requires the
purchase of Securities pursuant to Section
4.06(a)(iii)(3), the Issuers shall be
required (i) to purchase Securities
tendered pursuant to an offer by the Issuers
for the Securities (the "Offer") at a
purchase price of 100% of their principal
amount plus accrued and unpaid interest
(including additional interest, if any)
thereon, to, but not including, the date of
purchase (subject to the right of
Holders of record on the relevant record
date to receive interest
36
<PAGE>
due on the relevant interest payment date)
in accordance with the procedures
(including prorating in the event of
oversubscription) set forth in Section
4.06(c) and (ii) to purchase other Senior
Subordinated Indebtedness of the
Company on the terms and to the extent
contemplated thereby (provided that in no
event shall the Issuers offer to purchase
such other Senior Subordinated
Indebtedness of the Company at a purchase
price in excess of 100% of its
principal amount (without premium), plus
accrued and unpaid interest thereon. If
the aggregate purchase price of Securities
(and other Senior Subordinated
Indebtedness) tendered pursuant to the
Offer is less than the Net Available Cash
allotted to the purchase of the Securities
(and other Senior Indebtedness), the
Company shall apply the remaining Net
Available Cash in accordance with Section
4.06(a)(iii)(4). The Issuers shall not be
required to make an Offer for
Securities (and other Senior Indebtedness)
pursuant to this Section 4.06 if the
Net Available Cash available therefor
(after application of the proceeds as
provided in clauses (1) and (2) of Section
4.06(a)(iii)) is less than $5.0
million for any particular Asset
Disposition (which lesser amount shall be
carried forward for purposes of determining
whether an Offer is required with
respect to the Net Available Cash from any
subsequent Asset Disposition).
(c) (i) Promptly, and in any event within 10 days after the
Issuers become obligated to make an Offer,
the Issuers shall be obligated to
deliver to the Trustee and send, by
first-class mail to each Holder, a written
notice stating that the Holder may elect to
have his Securities purchased by the
Issuers either in whole or in part (subject
to prorating as hereinafter
described in the event the Offer is
oversubscribed) in integral multiples of
$1,000 of principal amount, at the
applicable purchase price. The notice shall
specify a purchase date not less than 30
days nor more than 60 days after the
date of such notice (the "Purchase Date")
and shall contain the most recently
filed Annual Report on Form 10-K (including
audited consolidated financial
statements) of the Company, the most recent
subsequently filed Quarterly Report
on Form 10-Q and any Current Report on Form
8-K of the Company filed subsequent
to such Quarterly Report, other than
Current Reports describing Asset
Dispositions otherwise described in the
offering materials (or corresponding
successor reports) to the extent not
publicly available and all instructions and
materials necessary to tender Securities
pursuant to the Offer, together with
the address referred to in clause
(iii).
(ii) Not later than the date upon which written notice of an
Offer
is delivered to the Trustee as provided
above, the Issuers shall deliver to the
Trustee an Officers' Certificate as to (1)
the amount of the Offer (the "Offer
Amount"), (2) the allocation of the Net
Available Cash from the Asset
Dispositions pursuant to which such Offer
is being made and (3) the compliance
of such allocation with the provisions of
Section 4.06(a). On such date, the
Issuers shall also irrevocably deposit with
the Trustee or with a paying agent
(or, if the Issuers are acting as their own
paying agent, segregate and hold in
trust) an amount equal to the Offer Amount
to be invested in Temporary Cash
Investments and to be held for payment in
accordance with the provisions of this
Section. Upon the expiration of the period
for which the Offer remains open (the
"Offer Period"), the Issuers shall deliver
to the Trustee for cancelation the
Securities or portions thereof that have
been properly tendered to and are to be
accepted by the Issuers. The Trustee (or
the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or
deliver payment to each tendering Holder
in the amount of the purchase price. In the
event that the Offer Amount
delivered by the Issuers to the Trustee is
greater than the purchase price of
the Securities (and other Senior
Indebtedness) tendered, the Trustee shall
deliver the excess to the Issuers
immediately after the expiration of the Offer
Period for application in accordance with
this Section 4.06.
37
<PAGE>
(iii) Holders electing to have a Security purchased shall be
required to surrender the Security, with an
appropriate form duly completed, to
the Issuers at the address specified in the
notice at least three Business Days
prior to the Purchase Date. Holders shall
be entitled to withdraw their election
if the Trustee or the Issuers receive not
later than one Business Day prior to
the Purchase Date, a telegram, telex,
facsimile transmission or letter setting
forth the name of the Holder, the principal
amount of the Security which was
delivered by the Holder for purchase and a
statement that such Holder is
withdrawing his election to have such
Security purchased. If at the expiration
of the Offer Period the aggregate principal
amount of Securities and any other
Senior Indebtedness included in the Offer
surrendered by holders thereof exceeds
the Offer Amount, the Issuers shall select
the Securities and other Senior
Indebtedness to be purchased on a pro rata
basis (with such adjustments as may
be deemed appropriate by the Issuers so
that only Securities and other Senior
Indebtedness in denominations of $1,000, or
integral multiples thereof, shall be
purchased). Holders whose Securities are
purchased only in part will be issued
new Securities equal in principal amount to
the unpurchased portion of the
Securities surrendered.
(iv) At the time the Issuers deliver Securities to the Trustee
which are to be accepted for purchase, the
Issuers shall also deliver an
Officers' Certificate stating that such
Securities are to be accepted by the
Issuers pursuant to and in accordance with
the terms of this Section. A Security
shall be deemed to have been accepted for
purchase at the time the Trustee,
directly or through an agent, mails or
delivers payment therefor to the
surrendering Holder.
(v) The Issuers shall comply, to the extent applicable, with
the
requirements of Section 14(e) of the
Exchange Act and any other securities laws
or regulations in connection with the
repurchase of Securities pursuant to this
Section. To the extent that the provisions
of any securities laws or regulations
conflict with provisions of this Section,
the Issuers shall comply with the
applicable securities laws and regulations
and shall not be deemed to have
breached its obligations under this Section
by virtue thereof.
SECTION 4.07. Limitation on Transactions with Affiliates. (a)
The
Company shall not, and shall not permit any
Restricted Subsidiary to, directly
or indirectly, enter into or conduct any
transaction or series of related
transactions (including, the purchase,
sale, lease or exchange of any property
or the rendering of any service) with any
Affiliate of the Company (an
"Affiliate Transaction") unless such
Affiliate Transaction is on terms (i) that
are no less favorable to the Company or
such Restricted Subsidiary, as the case
may be, than those that could be obtained
at the time of such transaction in
arm's-length dealings with a Person who is
not such an Affiliate, (ii) that, in
the event that such Affiliate Transaction
involves an aggregate amount in excess
of $5.0 million, (1) are set forth in
writing and (2) have been approved by a
majority of the members of the Governing
Board of the Company having no personal
stake in such Affiliate Transaction and
(iii) that, in the event that such
Affiliate Transaction involves an amount in
excess of $20.0 million, have been
determined by a nationally recognized
appraisal or investment banking firm to be
fair, from a financial standpoint, to the
Company and its Restricted
Subsidiaries.
(b) The provisions of Section 4.07(a) shall not prohibit (i)
any
Restricted Payment or Permitted Investment
permitted to be paid pursuant to
Section 4.04, (ii) any issuance of
securities, or other payments, awards or
grants in cash, securities or otherwise
38
<PAGE>
pursuant to, or the funding of, employment
arrangements, stock options and stock
ownership plans approved by the Governing
Board of the Company, (iii) the grant
of stock options or similar rights to
employees and directors of the Company
pursuant to plans approved by the Governing
Board of the Company, (iv) loans or
advances to employees in the ordinary
course of business in accordance with past
practices of the Company, but in any event
not to exceed $10.0 million in the
aggregate outstanding at any one time, (v)
the payment of reasonable fees to
directors of the Company and its
Subsidiaries who are not employees of the
Company or its Subsidiaries, (vi) any
transaction between the Company and a
Restricted Subsidiary or between Restricted
Subsidiaries, (vii) amounts payable
to Dex Media pursuant to the management
agreement as in effect on the Closing
Date on the terms described in the Offering
Memorandum or pursuant to any
amendment, restatement or replacement
thereof to the extent that the terms of
any such amendment, restatement or
replacement are not, taken as a whole,
disadvantageous to the Holders in any
material respect, provided that any
payments pursuant to this clause (vii) with
respect to management fees shall not
exceed $2.0 million in any fiscal year,
plus all reasonable out-of-pocket
expenses incurred by Dex Media in
connection with its performance of management,
consulting, monitoring, financial advisory
or other services with respect to the
Company and its Restricted Subsidiaries,
(viii) any transaction with customers,
clients, suppliers or purchasers or sellers
of goods or services, in each case
in compliance with the terms of this
Indenture, which are fair to the Company or
its Restricted Subsidiaries, in the
reasonable good faith determination of the
Governing Board or its senior management,
or are on terms at least as favorable
as could reasonably have been obtained at
such time from an unaffiliated party,
(ix) the existence of, or the performance
by the Company or any of its
Restricted Subsidiaries of its obligations
under the terms of, any agreements
with Dex Media West or Dex Media that are
described in the Offering Memorandum
under the heading "The
Transactions-Agreements between us and Dex Media West
and/or Dex Media" to which it is a party as
of the closing date of the Dex Media
West Acquisition on the terms described in
the Offering Memorandum and any
amendments thereto and any similar
agreements which it may enter into
thereafter; provided, however, that the
existence of, or the performance by the
Company or any of its Restricted
Subsidiaries of its obligations under, any
future amendment to such agreements or
under any such similar agreements shall
only be permitted by this clause (ix) to
the extent that the terms of any such
amendment or new agreement, taken as a
whole, are not disadvantageous to the
Holders in any material respect, or (x) the
sale of receivables on substantially
the terms that receivables are purchased by
Qwest Corporation pursuant to the
billing and collections services agreement
as in effect on the Closing Date and
as described in the Offering
Memorandum.
SECTION 4.08. Change of Control. (a) Upon a Change of Control,
each Holder shall have the right to require
the Issuers to purchase all or any
part of such Holder's Securities at a
purchase price in cash equal to 101% of
the principal amount thereof plus accrued
and unpaid interest (including
additional interest, if any) to, but not
including, the date of purchase
(subject to the right of Holders of record
on the relevant record date to
receive interest (including additional
interest, if any) due on the relevant
interest payment date); provided, however,
that notwithstanding the occurrence
of a Change of Control, the Issuers shall
not be obligated to purchase the
Securities pursuant to this Section 4.08 in
the event that it has exercised its
right to redeem all the Securities under
paragraph 5 of the Securities. In the
event that at the time of such Change of
Control the terms of the Bank
Indebtedness restrict or prohibit the
repurchase of Securities pursuant to this
Section 4.08, then prior to the mailing of
the notice to Holders
39
<PAGE>
provided for in Section 4.08(b) below but
in any event within 30 days following
any Change of Control, the Company shall
(i) repay in full all Bank Indebtedness
or, if doing so will allow the purchase of
Securities, offer to repay in full
all Bank Indebtedness and repay the Bank
Indebtedness of each lend
