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