Joinder Agreement

EX-10.9 26 d12245exv10w9.txt JOINDER AGREEMENT EXHIBIT 10.9 JOINDER AGREEMENT TO THE DEX HOLDINGS, LLC EQUITYHOLDERS AGREEMENT By execution of this signature page and effective as of April 30, 2003, each of GS Private Equity Partners II - Direct Investment Fund, L.P., GS Private Equity Partners 1999 - Direct Investment Fund, L.P. and GS Private Equity Partners 2000 - Direct Investment Fund, L.P. (collectively, the "GS Entities") hereby agrees to become a party to and an Equityholder under, be bound by the obligations of, receive the benefits of and be treated as a WCAS Holder for all purposes under that certain Equityholders Agreement, dated as of November 8, 2002, by and among Dex Holdings, LLC, a Delaware limited liability company, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., as amended from time to time thereafter (the "Equityholders Agreement"). Capitalized terms used herein without definition shall have the meanings given to them in the Equityholders Agreement. [Remainder of the page left blank intentionally] GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By: /s/ Leonard Nero ----------------------------------- Name: Leonard Nero Title: Vice President GS PRIVATE EQUITY PARTNERS 1999 - DIRECT INVESTMENT FUND, L.P. By: GS PEP 1999 Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By: /s/ Leonard Nero ----------------------------------- Name: Leonard Nero Title: Vice President GS PRIVATE EQUITY PARTNERS 2000 - DIRECT INVESTMENT FUND, L.P. By: GS PEP 2000 Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By: /s/ Leonard Nero ----------------------------------- Name: Leonard Nero Title: Vice President [remainder of page intentionally left blank] Notice Address (for each GS Entity): c/o Goldman Sachs Private Equity Group 32 Old Slip, 21st Floor New York, NY 10005 Attention: Jennifer Barbetta Fax No. (212) 346-4512 Agreed and Accepted as of the date first written above: DEX HOLDINGS LLC By: /s/ James A. Attwood, Jr. -------------------------------------------- Name: James A. Attwood, Jr. Title: Managing Director