First Amendment to the Agreement Among Members

EX-10.11 28 d12245exv10w11.txt FIRST AMENDMENT TO THE AGREEMENT AMONG MEMBERS EXHIBIT 10.11 FIRST AMENDMENT TO THE AGREEMENT AMONG MEMBERS (DEX HOLDINGS LLC) The Agreement Among Members (Dex Holdings LLC) (the "Agreement") was originally executed on November 8, 2002. Section 6(c) of the Agreement allows the parties thereto to amend the Agreement in certain respects by written instrument. Therefore, effective as of September 8, 2003, the Agreement is amended as follows: 1. The preamble to the Agreement is hereby amended in its entirety to read as follows: "THIS AGREEMENT AMONG MEMBERS (this "Agreement") is made and effective as of November 8, 2002, by and among Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"), Carlyle-Dex Partners L.P., a Delaware limited partnership ("Carlyle Coinvest I"), Carlyle-Dex Partners II L.P., a Delaware limited partnership ("Carlyle Coinvest II" and, together with CP III and Carlyle Coinvest I, the "Carlyle Holders"), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership ("Welsh Carson IX"), and WD Investors LLC, a Delaware limited partnership ("WCAS Coinvest I" together with Welsh Carson IX, the "WCAS Holders") (the Carlyle Holders and the WCAS Holders, collectively, the "Members," and each individually a "Member"), Dex Holdings LLC, a Delaware limited liability company ("Company"), Dex Media, Inc., a Delaware corporation, Dex Media East, Inc., a Delaware corporation, Dex Media East LLC, a Delaware limited liability company, Dex Media West, Inc., a Delaware corporation and Dex Media West LLC, a Delaware limited liability company, together with each subsequently acquired or formed, direct or indirect Subsidiary of the Company (collectively, "Dex Media Entities")." 2. Section 2(a) of the Agreement is hereby amended in its entirety to read as follows: "Each of the Members agrees to (i) vote (at any regular or special meeting of the Members or via written consent) all its Percentage Interest then Beneficially Owned by it (whether so Beneficially Owned as of the date hereof or hereafter acquired) in favor of, or otherwise to consent to, and (ii) to cause the applicable Nominees (as hereinafter defined) to take all actions necessary and appropriate (whether by vote or consent or otherwise) to cause, the election of the persons nominated in accordance with Section 2(b) hereof (the "Nominees") to the Dex Holdings LLC Board of Directors (the "Company Board"), Dex Media, Inc. Board of Directors (the "Dex Media Board"), the Dex Media East, Inc. Board of Directors (the "Dex Media East Board"), the Dex Media East LLC Board of Directors (the "Dex East Board"), the Dex Media West, Inc. Board of Directors (the "Dex Media West Board"), the Dex Media West LLC Board of Directors (the "Dex West Board") and to each of the Board of Directors (or comparable governing bodies) for each other Dex Media Entity (collectively, the "Dex Media Entities Boards")." * * * * * * * IN WITNESS WHEREOF, the Members have caused this First Amendment to the Agreement to be to be effective as of September 9, 2003. CARLYLE HOLDERS CARLYLE PARTNERS III, L.P. By: TC Group III, L.P., its General Partner By: TC Group III, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------------------- Name: Daniel A. D'Aniello Title: Managing Director CARLYLE-DEX PARTNERS L.P. By: TC Group III, L.P., its General Partner By: TC Group III, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------------------- Name: Daniel A. D'Aniello Title: Managing Director CARLYLE-DEX PARTNERS II L.P. By: TC Group III, L.P., its General Partner By: TC Group III, L.L.C., its General Partner By: TC Group, L.L.C., its Managing Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ Daniel A. D'Aniello ----------------------------------- Name: Daniel A. D'Aniello Title: Managing Director WCAS HOLDERS WELSH, CARSON, ANDERSON & STOWE IX, L.P. By: WCAS IX Associates, LLC as its General Partner By: /s/ Anthony J. de Nicola -------------------------------------- Name: Anthony J. de Nicola Title: Managing Member WD INVESTORS LLC By: WCAS IX Associates, LLC, as its General Partner By: /s/ Anthony J. de Nicola -------------------------------------- Name: Anthony J. de Nicola Title: Managing Member DEX HOLDINGS LLC By: /s/ Sanjay Swani ----------------------------------- Name: Sanjay Swani Title: Co-Senior Vice President and Managing Director DEX MEDIA, INC. By: /s/ Frank Eichler ----------------------------------- Name: Frank Eichler Title: Senior Vice President, General Counsel and Secretary DEX MEDIA EAST, INC. By: /s/ Frank Eichler ----------------------------------- Name: Frank Eichler Title: Senior Vice President, General Counsel and Secretary DEX MEDIA EAST LLC By: /s/ Frank Eichler ----------------------------------- Name: Frank Eichler Title: Senior Vice President, General Counsel and Secretary DEX MEDIA WEST, INC. By: /s/ Frank Eichler ----------------------------------- Name: Frank Eichler Title: Senior Vice President, General Counsel and Secretary DEX MEDIA WEST LLC By: s/ Frank Eichler ------------------------------- Name: Frank Eichler Title: Co-Senior Vice President and Managing Director