EXHIBIT 10.8
GS Capital Partners 2000, L.P.
GS Capital Partners 2000 Offshore, L.P.
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
GS Capital Partners 2000 Employee Fund, L.P.
Goldman Sachs Direct Investment Fund 2000, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
January 3, 2003
R.H. Donnelley Corporation
R.H. Donnelley Inc.
One Manhattanville Road
Purchase, NY 10577
Re: Investment in Preferred Stock of R.H. Donnelley
Corporation
Ladies and Gentlemen:
Reference is made to the Preferred Stock and Warrant Purchase
Agreement, dated as of September 21, 2002 (as amended, the "Purchase
Agreement"), by and among R.H. Donnelley Corporation, a Delaware corporation
(the "Company") and the investors listed in Schedule A thereto (the
"Purchasers"), as amended by the Letter Agreement, dated as of November 25,
2002, by and among the Purchasers, the Company and R.H. Donnelley Inc.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
This letter agreement (this "Second Letter Agreement") will confirm our
agreement as follows:
1. Amendments to Purchase Agreement. The Purchase Agreement is
hereby amended as follows:
1.1. The following definition is added to Section 1.01 in
alphanumeric order:
"NEW CREDIT AGREEMENT" shall mean the Credit
Agreement, dated as of December 6, 2002, by and among
the Company, R.H. Donnelley Inc., as Borrower, R.H.
Donnelley Finance Corporation II, as Special Purpose
Borrower, the several banks and other financial
institutions or entities from time to time parties
thereto, as Lenders, Deutsche Bank Securities Inc.,
Salomon Smith Barney Inc. and Bear, Stearns & Co.
Inc., as Lead Arrangers, Bear Stearns Corporate
Lending Inc. and Citicorp North America, Inc., as
Joint Syndication Agents, BNP Paribas and Fleet
National Bank, as Joint Documentation Agents, and
Deutsche Bank Trust Company Americas, as
Administrative Agent.
1.2. Section 4.04(d) is hereby amended by replacing it in
its entirety with the following:
(d) incur, create, guarantee, become or be
liable in any manner with respect to or permit to
exist (other than pursuant to the Other Transactions
Documents) any Indebtedness (as such term is defined
in the New Credit Agreement) if the Consolidated
Leverage Ratio (as such term is defined in the New
Credit Agreement), as at such time, is greater than
5.0 to 1.0; provided, however, that nothing in this
Section 4.04(d) shall prohibit the Company from
incurring up to $25 million of Indebtedness in any
given twelve-month period;
2. Allocations. Pursuant to Section 2.05 of the Purchase
Agreement, the parties agree that the Purchase Price will be allocated 91.9233%
to the 130,000 Preferred Shares purchased by the Purchasers at the Closing and
8.0767% to the 1,075,000 Warrants purchased by the Purchasers at the Closing.
3. No Other Amendments. Except as set forth in this Second Letter
Agreement, all provisions of the Purchase Agreement shall remain unchanged and
in full force and effect.
4. Miscellaneous.
4.1. This Second Letter Agreement shall be governed by,
and interpreted in accordance with, the laws of the State of New York applicable
to contracts made and to be performed in that State without giving effect to any
conflict of laws rules or principles that might require the application of the
laws of another jurisdiction.
4.2. The courts of the State of New York in New York
County and the United States District Court for the Southern District of New
York shall have jurisdiction over the parties with respect to any dispute or
controversy between them arising under or in connection with this Second Letter
Agreement and, by execution and delivery of this Second Letter Agreement, each
of the parties to this Second Letter Agreement submits to the jurisdiction of
those courts, including but not limited to the in personam and subject matter
jurisdiction of those courts, waives any objections to such jurisdiction on the
grounds of venue or forum non conveniens, the absence of in personam or subject
matter jurisdiction and any similar grounds, consents to service of process by
mail (in accordance with Section 8.01 of the Purchase Agreement) or any other
manner permitted by law, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Second Letter Agreement.
4.3. No amendment, modification or alteration of the terms
or provisions of this Second Letter Agreement shall be binding on the parties
hereto unless the same shall be in writing and duly executed by such parties,
except that any of the terms or provisions of this Second Letter Agreement may
be waived in writing at any time by the parties entitled to the benefits of such
waived terms or provisions.
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4.4. This Second Letter Agreement may be executed by
facsimile signature and may be executed in one or more counterparts, each of
which shall be deemed to constitute an original, but all of which together shall
constitute but one agreement.
4.5. Nothing contained in this Second Letter Agreement or
in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to
have been executed for the benefit of, any person that is not a party hereto or
thereto, or, a successor or permitted assign of such a party.
[Signatures are on the following pages.]
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Please confirm your agreement with the foregoing by signing and
returning one copy of this Second Letter Agreement to the undersigned, whereupon
this Second Letter Agreement shall become a binding agreement between you and
the Purchasers.
Very truly yours,
GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Its: Vice President
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C.
Its General Partner
By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Its: Vice President
GS CAPITAL PARTNERS 2000 GmbH & CO.
BETEILIGUNGS KG
By: Goldman Sachs Management GP GmbH
Its General Partner
By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Its: Managing Director
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GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P.
By: GS Employee Funds 2000 GP, L.L.C.
Its General Partner
By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Its: Vice President
GOLDMAN SACHS DIRECT INVESTMENT FUND
2000, L.P.
By: GS Employee Funds 2000 GP, L.L.C.
Its General Partner
By: /s/ John E. Bowman
--------------------------
Name: John E. Bowman
Title: Vice President
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Accepted and agreed as of
the date first written above:
R.H. DONNELLEY CORPORATION
By: Robert J. Bush
---------------------
Name: Robert J. Bush
Title: Vice President
R.H. DONNELLEY INC.
By: Robert J. Bush
---------------------
Name: Robert J. Bush
Title: Vice President
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