FIRST AMENDMENT dated as of
March 4, 1999 (this 'Amendment'), among
R.H. DONNELLEY INC., a Delaware corporation (the
'Borrower'), R.H. DONNELLEY CORPORATION, a
Delaware corporation ('Holdings'), the financial
institutions party to the Credit Agreement
referred to below (the 'Lenders') and THE CHASE
MANHATTAN BANK, as administrative agent for the
Lenders (the 'Administrative Agent').
A. Reference is made to the Credit Agreement dated as of June 5, 1998
(as amended, the 'Credit Agreement') among the Borrower, Holdings, the
Lenders and the Administrative Agent. Capitalized terms used but not
otherwise defined herein have the meanings assigned to them in the Credit
Agreement.
B. The Borrower has requested that the Lenders amend the definition
of 'subsidiary' insofar as it relates to investments by the Borrower in
Unicom Media Limited and Unicom Yellow Pages Information Co., Ltd. The
undersigned Lenders are willing to do so, subject to the terms and
conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree
as follows:
SECTION 1. Amendment to Article I. The definition of 'subsidiary'
is hereby amended by inserting the following proviso immediately prior to
the period at the end thereof:
'provided, that neither Unicom Media Limited, a corporation organized
under the laws of Hong Kong, nor any of its subsidiaries including
Unicom Yellow Pages Information Co., Ltd., a corporation organized
under the laws of the People's Republic of China, shall be deemed a
subsidiary by operation of this clause (b)'
SECTION 2. Representations, Warranties and Agreements. Each of
Holdings and the Borrower hereby represents and warrants to and agrees
with each Lender and the Administrative Agent that:
(a) The representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects
with the same effect as if made on the Amendment Effective Date (as
defined herein).
(b) Each of Holdings and the Borrower has the requisite power and
authority to execute and deliver this Amendment and to perform its
obligations under the Credit Agreement, as amended hereby.
(c) The execution and delivery of this Amendment and the performance
by each of Holdings and the Borrower of the Credit Agreement, as
amended hereby, (i) have been duly authorized by all requisite action
and (ii) will not (A) violate or result in a default under, as the
case may be, (x) any applicable law or regulation, or the charter or
by-laws or other organizational documents of Holdings, the Borrower or
any of its Subsidiaries or any Material Joint Venture or any order of
any Governmental Authority or (y) any indenture, material agreement or
other material instrument binding upon Holdings, the Borrower or any
of its Subsidiaries or any Material Joint Venture or its or their
assets, (B) give rise to a right under any such indenture, material
agreement or other material instrument to require any payment to be
made by Holdings, the Borrower or any of its Subsidiaries or any
Material Joint Venture or (C) result in the creation or imposition of
any Lien on any asset of Holdings, the Borrower or any of its
Subsidiaries or any Material Joint Venture.
(d) This Amendment has been duly executed and delivered by each of
Holdings and the Borrower. Each of this Amendment and the Credit
Agreement, as amended hereby, constitutes a legal, valid and binding
obligation of each of Holdings and the Borrower, enforceable against
each of Holdings and the Borrower in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject to general principals of equity, regardless of whether
considered in a proceeding in equity or at law.
(e) As of the Amendment Effective Date, no Event of Default or
Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall
become effective on the date of the satisfaction in full of the following
conditions precedent (the 'Amendment Effective Date'):
(a) The Administrative Agent shall have received duly executed
counterparts hereof which, when taken together, bear the authorized
signatures of the Borrower, the Administrative Agent and the Required
Lenders.
(b) All legal matters incidental to this Amendment shall be
satisfactory to the Administrative Agent and Cravath, Swaine & Moore,
counsel for the Administrative Agent.
(c) The Administrative Agent shall have received such other
documents, instruments and certificates as it or its counsel shall
reasonably request.
SECTION 4. Credit Agreement. Except as specifically stated herein,
the Credit Agreement shall continue in full force and effect in accordance
with the provisions thereof. As used therein, the terms 'Agreement',
'herein', 'hereunder', 'hereto', 'hereof' and words of similar import
shall, unless the context otherwise requires, refer to the Credit
Agreement as modified hereby.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of
which, when taken together, shall constitute but one instrument. Delivery
of an executed counterpart of a signature page of this Amendment by
telecopy shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and disbursements
of Cravath, Swaine & Moore, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date
first above written.
R.H. DONNELLEY INC.,
by
-------------------------
Name: Philip C. Danford
Title: Senior Vice President & CFO
R.H. DONNELLEY CORPORATION,
by
-------------------------
Name: Philip C. Danford
Title: Senior Vice President & CFO
THE CHASE MANHATTAN BANK,
individually and
as Administrative Agent,
by
-------------------------
Name: Bruce E. Langenkamp
Title: Vice President
GOLDMAN SACHS CREDIT PARTNERS L.P.,
by
-------------------------
Name: Stephen B. King
Title: Authorized Signature
ROYAL BANK OF CANADA,
by
-------------------------
Name: John D'Angelo
Title: Manager
BANKBOSTON, N.A.,
by
-------------------------
Name: Julie Jalelian
Title: Director
THE BANK OF NEW YORK,
by
-------------------------
Name:
Title:
PARIBAS,
by
-------------------------
Name: Salo Aizenberg
Title: Vice President
by
-------------------------
Name: William B. Schink
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH,
by
--------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
by
--------------------------
Name: Ian A. Hodgart
Title: Authorized Signature
FLEET NATIONAL BANK,
by
-------------------------
Name: Stephen Curran
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.,
by
-------------------------
Name: Jenny Dongo
Title: Assistant Vice President
SUNTRUST BANK, ATLANTA,
by
-------------------------
Name:
Title:
by
-------------------------
Name:
Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG,
by
-------------------------
Name:
Title:
by
-------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC.,
by
-------------------------
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.,
By
------------------------
Name: Joseph P. Matteo
Title: Authorized Signatory
THE TRAVELERS INSURANCE COMPANY,
by
-------------------------
Name: Craig H. Farnsworth
Title: 2nd Vice President
THE TRAVELERS LIFE AND ANNUITY
COMPANY,
by
-------------------------
Name: Craig H. Farnsworth
Title: 2nd Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CORPORATION,
by
-------------------------
Name: John M. Casparian
Title: Investment Officer
OCTAGON LOAN TRUST,
By: Octagon Credit Investors as
Manager
by
-------------------------
Name: Andrew D. Gordon
Title: Managing Director
METROPOLITAN LIFE INSURANCE COMPANY,
by
----------------------------
Name: James R. Dingler
Title: Director
NATIONAL WESTMINISTER BANK PLC,
By: NatWest Capital Markets Limited,
its agent
By: Greenwich Capital Markets, Inc.,
its agent
by
-------------------------
Name: Jeremy Hood
Title: Vice President
KZH-ING-2 LLC,
by
-------------------------
Name:
Title:
KZH-IV LLC,
by
-------------------------
Name: Virginia Conway
Title: Authorized Agency
KZH-SOLEIL-2 LLC,
by
-------------------------
Name:
Title:
KZH-CRESCENT LLC,
by
-------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC,
by
-------------------------
Name:
Title:
KZH LANGDALE LLC,
by
-------------------------
Name: Virginia Conway
Title: Authorized Agent
KZH STERLING LLC,
by
-------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.,
by
-------------------------
Name: Ian David Moore
Title: Director
CAPTIVA II FINANCE LTD.,
by
-------------------------
Name: John H. Cullinane
Title: Director
CAPTIVA III FINANCE LTD.,
as advised by
Pacific Investment Management Company
by
-------------------------
Name: John H. Cullinane
Title: Director
DELANO COMPANY,
By: Pacific Investment Management
Company, as its investment advisor
By: PIMCO Management, Inc.,
a general partner
By:
-------------------------
Bradley W. Paulson
Vice President
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE FOR
GENERAL MOTORS EMPLOYEES GLOBAL GROUP
PENSION TRUST,
by
-------------------------
Name: Michael Connors
Title: Assistant Vice President
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE FOR
GENERAL MOTORS WELFARE BENEFITS TRUST,
by
-------------------------
Name: Michael Connors
Title: Assistant Vice President
LONG TERM CREDIT BANK OF JAPAN, LTD.,
by
-------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO,
by
-------------------------
Joseph Matteo
Authorized Signatory
SENIOR DEBT PORTFOLIO,
By: Boston Management Research
as Investment Advisor
by
-------------------------
Name: Scott H. Page
Title: Vice President
VAN KAMPEN CLO II, LIMITED,
By: Van Kampen Management Inc.,
as Collateral Manager
by
-------------------------
Name: Jeffrey W. Maillet
Title: Sr. Vice Pres. & Director
VAN KAMPEN SENIOR INCOME TRUST,
by
-------------------------
Name: Jeffrey W. Maillet
Title: Sr. Vice Pres. & Director
WAREHOUSE STANFIELD,
by
-------------------------
Name:
Title:
FIRST DOMINION FUNDING I,
by
-------------------------
Name:
Title: