In addition, as used herein, in addition to the terms defined in the preamble hereto: As used herein, the terms “ Accession”, “ Account”, “ As-Extracted Collateral”, “ Chattel Paper”, “ Commodity Account”, “ Commodity Contract”, “ Deposit Account”, “ Document”, “ Electronic Chattel Paper”, “ Equipment”, “ Farm Products”, “ Fixture”, “ General Intangible”, “ Goods”, “ Instrument”, “ Inventory”, “ Investment Property”, “ Letter-of-Credit Right”, “ Manufactured Home”, “ Payment Intangible”, “ Proceeds”, “ Promissory Note”, “ Supporting Obligation” and “ Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “ Certificated Security”, “ Entitlement Holder”, “ Financial Asset”, “ Instruction”, “ Securities Account”, “ Security”, “ Security Certificate”, “ Security Entitlement” and “ Uncertificated Security” have the respective meanings set forth in Article 8 of the NYUCC.ġ.02 Additional Definitions. WHEREAS, to induce the Lenders to enter into the Credit Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors have agreed, subject to the terms hereof, to guarantee the Guaranteed Obligations (as hereinafter defined) and the Obligors have agreed to grant a security interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined).ĪCCORDINGLY, in consideration of the agreements set forth herein and in the Credit Agreement, the parties hereto agree that the Existing Guarantee and Collateral Agreement shall be and is hereby amended and restated in its entirety as follows:ġ.01 Certain Uniform Commercial Code Terms. WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that Holdings, the Borrower and each Subsidiary Guarantor shall have executed and delivered this Agreement (as hereinafter defined) to the Administrative Agent and WHEREAS, Holdings and each Subsidiary Guarantor will derive substantial direct and indirect benefits from the Credit Agreement (which benefits are hereby acknowledged by Holdings and each Subsidiary Guarantor) WHEREAS, the Borrower is a member of an affiliated group of Persons that includes Holdings and the Subsidiary Guarantors WHEREAS, the Borrower, the Subsidiary Guarantors party thereto and the Administrative Agent are parties to that certain Amended and Restated Guarantee and Collateral Agreement, dated as of J(as in effect immediately prior to the effectiveness hereof, the “ Existing Guarantee and Collateral Agreement”), pursuant to which, among other things, (i) the Subsidiary Guarantors party thereto guaranteed the Guaranteed Obligations (as defined therein) and (ii) the Obligors, as defined thereunder, granted a security interest in the Collateral described in the Existing Guarantee and Collateral Agreement as security for the Secured Obligations (as defined therein) WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent, among others, are parties to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement”), pursuant to which the Lenders have made and will make certain financial accommodations for the Borrower SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of Decembetween Dex Media Holdings, Inc., a Delaware corporation (“ Holdings”), Dex Media, Inc., a Delaware corporation (the “ Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “ Subsidiary Guarantor” and, collectively, the “ Subsidiary Guarantors” and, together with Holdings, collectively, the “ Guarantors”, and the Guarantors together with the Borrower, collectively, the “ Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “ Administrative Agent”).
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