Sample Business Contracts

Management Consulting Agreement - Dex Media East LLC and The Carlyle Group

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     This Management Consulting Agreement (the "Agreement") is made as of
November 8, 2002, by and among Dex Media East LLC, a Delaware limited liability
company (the "Company"), and TC Group, LLC, a Delaware limited liability company


     WHEREAS, Carlyle, by and through its officers, employees, agents,
representatives and affiliates, has expertise in the areas of corporate
management, finance, product strategy, investment, acquisitions and other
matters relating to the business of the Company; and

     WHEREAS, the Company desires to avail itself of the expertise of Carlyle in
the aforesaid areas, in which it acknowledges the expertise of Carlyle.


     NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants and conditions herein set forth, the parties hereto agree as follows:


     The Company hereby appoints Carlyle to render the advisory and consulting
services described in Section 2 hereof for the term of this Agreement.

     2. SERVICES.

          (a) During the term of this Agreement, Carlyle shall render to the
Company, by and through such of Carlyle's officers, employees, agents,
representatives and affiliates as Carlyle, in its sole discretion, shall
designate, in cooperation with the Chief Executive Officer, from time to time,
advisory, consulting and other services (the "Oversight Services") in relation
to the operations of the Company, strategic planning, domestic marketing and
financial oversight and including, without limitation, advisory and consulting
services in relation to the selection, retention and supervision of independent
auditors, the selection, retention and supervision of outside legal counsel, the
selection, retention and supervision of investment bankers or other financial
advisors or consultants and the structuring and implementation of equity
participation plans, employee benefit plans and other incentive arrangements for
certain key executives of the Company.


          (b) The parties hereto acknowledge that certain events will require
Carlyle to render services beyond the scope of activities which the parties
contemplate as part of the Oversight Services and for which Carlyle shall be
entitled to additional compensation hereunder. It is expressly agreed that the
Oversight Services shall not include Investment Banking Services. "Investment
Banking Services" means investment banking, financial advisory or any other
services rendered by Carlyle to the Company in connection with any acquisitions
and divestitures by the Company or any of its subsidiaries, including, without
limitation, the sale of substantially all or any portion of the assets of the
Company, whether by a sale of assets, the equity interests of the Company,
merger or otherwise, and the acquisition or sale of any subsidiary, division or
service area of the Company, or (iii) the public or private sale of debt or
equity interests of the Company, or any of its affiliates or any similar
financing transactions. The Oversight Services and the Investment Banking
Services shall be referred to herein as the "Services."

     3. FEES.

          (a) In consideration of the performance of the Oversight Services
contemplated by Section 2(a) hereof, the Company agrees to pay to Carlyle (i) a
closing fee of $15,000,000 and (ii) an aggregate per annum fee (the "Fee"),
continuing until such time as this Agreement is terminated in accordance with
Section 6, an amount equal to $l,OOO,OOO per annum. The Fee shall be payable
quarterly in advance beginning on the Closing Date (as such term is defined in
the Purchase Agreement by and among Qwest Dex, Inc., Qwest Services Corporation,
Qwest Communications International Inc. and Dex Holdings LLC dated as of August
19, 2002). Fee payments shall be non-refundable.

          (b) In consideration of any Investment Banking Services provided to
the Company, Carlyle shall be entitled to receive additional reasonable
compensation as agreed upon by the parties hereto and approved by a majority of
the members of the board of directors of the Company.


     In addition to the compensation payable to Carlyle pursuant to Section 3
hereof, the Company shall, at the direction of Carlyle, pay directly, or
reimburse Carlyle for, its reasonable Out-of-Pocket Expenses. For the purposes
of this Agreement, the term "Out-of-Pocket Expenses" shall mean the amounts
actually paid by Carlyle in cash in connection with its performance of the
Services, including, without limitation, reasonable (i) fees and disbursements
(including underwriting fees) of any independent auditors, outside legal
counsel, consultants, investment bankers, financial advisors and other
independent professionals and organizations, (ii) costs of any outside services
or independent contractors such as financial printers, couriers, business
publications or similar services and (iii) transportation, per diem, telephone
calls, word processing expenses or any similar expense not associated with its
ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made
promptly upon or as soon as practicable after presentation by Carlyle to the
Company of the statement in connection therewith.



     The Company will indemnify and hold harmless Carlyle and its officers,
employees, agents, representatives, members and affiliates (each being an
"Indemnified Party") from and against any and all losses, costs, expenses,
claims, damages and liabilities (the "Liabilities") to which such Indemnified
Party may become subject under any applicable law, or any claim made by any
third party, or otherwise, to the extent they relate to or arise out of the
performance of the Services contemplated by this Agreement or the engagement of
Carlyle pursuant to, and the performance by Carlyle of the Services contemplated
by, this Agreement. The Company will reimburse any Indemnified Party for all
reasonable costs and expenses (including reasonable attorneys' fees and
expenses) as they are incurred in connection with the investigation of,
preparation for or defense of any pending or threatened claim for which the
Indemnified Party would be entitled to indemnification under the terms of the
previous sentence, or any action or proceeding arising therefrom, whether or not
such Indemnified Party is a party hereto, provided that, subject to the
following sentence, the Company shall be entitled to assume the defense thereof
at its own expense, with counsel satisfactory to such Indemnified Party in its
reasonable judgment. Any Indemnified Party may, at its own expense, retain
separate counsel to participate in such defense, and in any action, claim or
proceeding in which the Company, on the one hand, and an Indemnified Party, on
the other hand, is, or is reasonably likely to become, a party, such Indemnified
Party shall have the right to employ separate counsel at the Company's expense
and to control its own defense of such action, claim or proceeding if, in the
reasonable opinion of counsel to such Indemnified Party, a conflict or potential
conflict exists between the Company, on the one hand, and such Indemnified
Party, on the other hand, that would make such separate representation
advisable. The Company agrees that it will not, without the prior written
consent of the applicable Indemnified Party, settle, compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding relating to the matters contemplated hereby (if any Indemnified Party
is a party thereto or has been actually threatened to be made a party thereto)
unless such settlement, compromise or consent includes an unconditional release
of the applicable Indemnified Party and each other Indemnified Party from all
liability arising or that may arise out of such claim, action or proceeding.
Provided that the Company is not in breach of its indemnification obligations
hereunder, no Indemnified Party shall settle or compromise any claim subject to
indemnification hereunder without the consent, of the Company. The Company will
not be liable under the foregoing indemnification provision to the extent that
any loss, claim, damage, liability, cost or expense is determined by a court, in
a final judgment from which no further appeal may be taken, to have resulted
solely from the gross negligence or willful misconduct of Carlyle. If an
Indemnified Party is reimbursed hereunder for any expenses, such reimbursement
of expenses shall be refunded to the extent it is finally judicially determined
that the Liabilities in question resulted solely from the gross negligence or
willful misconduct of Carlyle.


     This Agreement shall be in effect on the date hereof and shall continue
until such time as Carlyle or one or more of its affiliates collectively
control, in the aggregate, less than 10% of the equity interests of the Company,
or such earlier time as the Company and Carlyle may mutually agree. The
provisions of Sections 5 and 8 and otherwise as the context so requires shall
survive the termination of this Agreement.



     Nothing herein shall in any way preclude Carlyle or its officers,
employees, agents, representatives, members or affiliates from engaging in any
business activities or from performing services for its own account or for the
account of others, including for companies that may be in competition with the
business conducted by the Company.

     8. GENERAL.

          (a) No amendment or waiver of any provision of this Agreement, or
consent to any departure by either party from any such provision, shall be
effective unless the same shall be in writing and signed by the parties to this
Agreement, and, in any case, such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which

          (b) This Agreement and the rights of the parties hereunder may not be
assigned without the prior written consent of the parties hereto; provided,
however, that Carlyle may, at its sole discretion, assign or transfer its duties
or interests hereunder to its affiliates.

          (c) Any and all notices hereunder shall, in the absence of receipted
hand delivery, be deemed duly given when mailed, if the same shall be sent by
registered or certified mail, return receipt requested, and the mailing date
shall be deemed the date from which all time periods pertaining to a date of
notice shall run. Notices shall be addressed to the parties at the following

     If to Carlyle:                TC Group LLC
                                   c/o The Carlyle Group
                                   520 Madison Avenue
                                   41st Floor
                                   New York, NY 10022
                                   Attention: James A. Attwood, Jr.

     If to the Company:            Dex Media East LLC
                                   198 Inverness Drive West
                                   Englewood, CO 80112
                                   Attention: Chief Executive Officer

          (d) This Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof, and shall supersede all
previous oral and written (and all contemporaneous oral) negotiations,
commitments, agreements and understandings relating hereto.


          (e) This Agreement shall be governed by, and enforced in accordance
with, the laws of the State of New York (excluding the choice of law principles
thereof). Each of the Parties hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of New York and
of the United States of America, in each case located in the County of New York,
in any action or proceeding arising out of or relating to this Agreement. This
Agreement shall inure to the benefit of, and be binding upon, Carlyle and the
Company (including any present or future subsidiaries of the Company that are
not signatories hereto), and their respective successors and assigns.

          (f) This Agreement may be executed in multiple counterparts, and by
different parties on separate counterparts. Each set of counterparts showing
execution by all parties shall be deemed an original, and shall constitute one
and the same instrument.

          (g) The waiver by any party of any breach of this Agreement shall not
operate as or be construed to be a waiver by such party of any subsequent

                           (signature page to follow]


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as set forth below.

                                                DEX MEDIA EAST LLC

                                                By: /s/ George R. Burnett
                                                Name:   George R. Burnett
                                                Title:  CEO and President

                                                TC GROUP, LLC

                                                By: TCG Holdings, L.L.C.,
                                                    its Managing Member

                                                By: /s/ James A. Attwood, Jr.
                                                Name:   James A. Attwood, Jr.
                                                Title:  Managing Director