Employee Cost Sharing Agreement - Dex Media Service LLC, Dex Media Inc., Dex Media East LLC and Dex Media West LLC
EXECUTION COPY
EMPLOYEE COST SHARING AGREEMENT
This Employee Cost Sharing Agreement (this "Agreement") by and among
Dex Media Service LLC., a Delaware limited liability company ("Dex Service"),
Dex Media, Inc., a Delaware corporation ("Dex Media"), Dex Media East LLC, a
Delaware limited liability company ("East") (f/k/a SGN LLC), and Dex Media West
LLC, a Delaware limited liability Company ("West") (f/k/a GPP LLC), is effective
as of December 31, 2003 (the "Effective Date"). Each of the signatories hereto
is individually a "Party" and collectively the "Parties".
RECITALS
A. Qwest Communications International Inc., a Delaware
corporation ("Qwest"), Qwest Services Corporation, a Colorado
corporation ("QSC"), Qwest Dex, Inc., a Colorado corporation
("Qwest Dex") and Dex Holdings LLC, a Delaware limited
liability company ("Buyer") have entered into that certain
Purchase Agreement (the "LLC Purchase Agreement") dated as of
August 19, 2002 pursuant to which Buyer's designee purchased
all of the outstanding limited liability company interests of
East.
B. In connection with the LLC Purchase Agreement, Qwest, QSC,
West, and Buyer entered into that certain Purchase Agreement,
dated of even date therewith (the "LLC II Purchase
Agreement"), pursuant to which Qwest has agreed, subject to
the terms and conditions set forth therein, to: (i) contribute
certain of its assets and liabilities to West; and (ii) sell
all of the outstanding limited liability company interests of
West to Buyer following such contribution (the "Second
Closing").
C. In connection with the Second Closing, the Parties entered
into that certain Shared Services and Employees Agreement,
dated as of September 9, 2003 (the "Shared Services and
Employees Agreement"), pursuant to which the Parties: (i) made
certain arrangements in respect of employees and allocated the
costs incurred for such employees; (ii) agreed to provide to
each other certain non-employee related services and assets
and allocated the costs incurred for such non-employee related
services and assets; (iii) allocated the revenue generated
under the Advertising Agreement (as defined in the Shared
Services and Employees Agreement); and (iv) entered into
certain other intercompany arrangements, each in accordance
with the terms and conditions in the Shared Services and
Employees Agreement.
D. In connection with each of the Dex East Credit Agreement and
the Dex West Credit Agreement, Dex Media and East and West,
respectively, agreed to (i) terminate the Shared Services and
Employees Agreement; (ii) establish Dex Service; and (iii)
enter into this Agreement.
<PAGE>
E. During the Term, the Parties desire to make certain
arrangements in respect of certain employees as more fully
described herein and the Parties desire to allocate the costs
incurred for such employees among them in accordance with the
terms and conditions in this Agreement.
F. During the Term, the Parties desire to enter into and
facilitate such other employee-related intercompany
arrangements in accordance with the terms and conditions in
this Agreement.
AGREEMENT
In consideration of the foregoing recitals and the mutual covenants and
conditions contained herein, the Parties agree, intending to be legally bound,
as follows:
ARTICLE I.
DEFINITIONS
"Actual Cost" means, with respect to any period hereunder, one hundred
percent (100%) of the actual, direct, out of pocket cash expenses, caused by,
incurred or otherwise arising from or relating to (i) the Non-Management
Personnel and (ii) the Management Personnel, in each case during such period.
"Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified Person. The term "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with") means the
possession of the power to direct the management and policies of the referenced
Person, whether through ownership interests, by contract or otherwise.
"Agreement" has the meaning set forth in the preamble.
"Allocation Percentage" has the meaning set forth in Section 3.1.
"Annual Revenue" means for any fiscal year the aggregate revenue of Dex
Media on a consolidated basis as reflected on its audited financial statements
for such fiscal year.
"Benefit Plans" has the meaning set forth in Section 2.1(a).
"Buyer" has the meaning set forth in the recitals.
"Closing" has the meaning ascribed to such term in the LLC Purchase
Agreement.
"Closing Date" has the meaning ascribed to such term in the LLC
Purchase Agreement.
"Code" means the Internal Revenue Code of 1986, as amended, and the
related regulations and published interpretations.
2
<PAGE>
"Dex East Credit Agreement" means that certain Credit Agreement dated
as of November 8, 2002, as amended and restated as of October 31, 2003, among
Dex Media, Dex Media East, Inc., East, the lenders from time to time party
thereto and JPMorgan Chase Bank as administrative agent, as it may be further
amended, modified or supplemented from time to time.
"Dex Media" means Dex Media, Inc., a Delaware corporation.
"Dex Service" has the meaning set forth in the preamble.
"Dex West Credit Agreement" means that certain Credit Agreement dated
as of September 9, 2003, as amended by the First Amendment dated as of October
31, 2003, among Dex Media, Dex Media West, Inc., West, the lenders from time to
time party thereto and JPMorgan Chase Bank as administrative agent, as it may be
further amended, modified or supplemented from time to time.
"East" has the meaning set forth in the preamble.
"East Business" means the "Transferred Business" as defined in the LLC
Purchase Agreement.
"Eastern Territory" means the seven state territory comprised of
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota
and the standard metropolitan statistical area of El Paso, Texas.
"Effective Date" has the meaning set forth in the preamble.
"Governmental Entity" means any government or any regulatory agency,
bureau, board, commission, court, department, official, political subdivision,
tribunal or other instrumentality of any government, whether federal, state or
local, domestic or foreign.
"Indemnified Party" has the meaning set forth in Section 6.2.
"Indemnifying Party" has the meaning set forth in Section 6.2.
"Liabilities" means any cost, liability, indebtedness, obligation,
co-obligation, commitment, expense, claim, deficiency, guaranty or endorsement
of or by any Person of any nature (whether direct or indirect, known or unknown,
absolute or contingent, liquidated or unliquidated, due or to become due,
accrued or unaccrued, matured or unmatured).
"LLC Purchase Agreement" has the meaning set forth in the recitals.
"LLC II Purchase Agreement" has the meaning set forth in the recitals.
"Loss" means any cost, damage, disbursement, expense, liability, loss,
obligation, penalty or settlement, including interest or other carrying costs,
legal, accounting and other professional fees and expenses incurred in the
investigation, collection, prosecution
3
<PAGE>
and defense of claims and amounts paid in settlement, that may be imposed on or
otherwise incurred or suffered by the referenced Person; provided, however, that
the term "Loss" will not be deemed to include any special, exemplary or punitive
damages, except to the extent such damages are incurred as a result of third
party claims.
"Management Personnel" means those certain individuals listed on
Exhibit A, as it may be amended from time to time by Dex Service.
"Monthly Report" has the meaning set forth in Section 4.2.
"Non-Management Personnel" means those certain individuals employed
from time to time in connection with the East Business and/or the West Business,
other than the Management Personnel.
"Notice of Claim" has the meaning set forth in Section 6.2.
"Party" or "Parties" has the meaning set forth in the preamble.
"Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.
"QSC" has the meaning set forth in the recitals.
"Qwest" has the meaning set forth in the recitals.
"Second Closing" has the meaning set forth in the recitals.
"Subsidiary" means, with respect to any Person, any Person in which
such Person has a direct or indirect equity ownership interest in excess of 50%.
"Tax" or "Taxes" means all taxes and assessments with respect to the
Management Personnel, the Non-Management Personnel and/or the Benefit Plans, as
applicable.
"Term" has the meaning set forth in Section 5.1.
"West" has the meaning set forth in the preamble.
"West Business" means the "Rodney Transferred Business" as such term is
defined in the LLC II Purchase Agreement.
"Western Territory" means the seven state territory comprised of
Arizona, Idaho, Montana, Wyoming, Oregon, Utah and Washington.
4
<PAGE>
ARTICLE II.
EMPLOYEE MATTERS
2.1 Non-Management Personnel.
(a) During the Term, unless otherwise agreed to in
writing by the parties Dex Service shall be the employer of all of the
Non-Management Personnel. During the Term: (i) Dex Service shall maintain all of
the Non-Management Personnel on its payroll at the applicable rate of pay for
each of the Non-Management Personnel; (ii) all of the Non-Management Personnel
shall continue to participate in the group health insurance, life insurance, and
other employee benefit plans of Dex Service, Dex Media, or any of their
respective Affiliates (the "Benefit Plans"), on the terms and conditions set
forth in the Benefit Plans; and (iii) Dex Service, Dex Media or an Affiliate
thereof, as applicable, shall (A) pay all premiums and other contributions with
respect to the Benefit Plans as they apply to the Non-Management Personnel, (B)
pay all Taxes and assessments due with respect to the Non-Management Personnel
and/or the Benefit Plans, and (C) comply with employer obligations with respect
to the Non-Management Personnel under applicable federal, state and local laws
and regulations (including without limitation any obligation to maintain
workers' compensation insurance, unemployment insurance, disability insurance or
any similar insurance coverage with respect to the Non-Management Personnel).
(b) Dex Service shall be entitled to receive promptly
from Dex Media and/or any of its Subsidiaries (including, without limitation,
East and West) all information necessary for Dex Service to maintain the
Non-Management Personnel on its payroll, to pay wages to the Non-Management
Personnel in accordance with applicable laws, and to maintain the Non-Management
Personnel in the applicable Benefit Plans, including without limitation,
information with respect to: (i) hours worked; (ii) sick, personal or vacation
time used; or (iii) leaves of absence.
(c) Dex Service shall make the Non-Management Personnel
available to West and/or to East, as applicable, to perform services identical
in all material respects to the services provided by Non-Management Personnel
with respect to the West Business and/or the East Business, as the case may be,
immediately prior to the Effective Date (as such services may be revised from
time). Dex Service shall use its reasonable best efforts to ensure that the
Non-Management Personnel perform such services.
(d) The Non-Management Personnel shall use and be granted
full rights to the West assets and the East assets, as applicable, to perform
the trade or business of West and the trade or business of East, respectively.
2.2 Management Personnel. Notwithstanding any other
provision of this Agreement, the Management Personnel shall be employed by Dex
Media (and any of its direct or indirect Subsidiaries as may employ the
Management Personnel from time to time (including without limitation Dex
Service)). Compensation, employee benefits, payroll services, Taxes and other
employee-related obligations shall be paid and/or provided by Dex Media or any
of its Affiliates (including without limitation Dex
5
<PAGE>
Service), as determined by, and in the discretion of, Dex Media and the
applicable Affiliate. Except as otherwise may be agreed to by the Parties from
time to time, Dex Service or one of its Affiliates may be designated as the
"common paymaster" (within the meaning of Sections 3121(s) and 3306(p) of the
Code) with respect to the Management Personnel. The Parties acknowledge and
agree that, during the period beginning on the commencement of the Term and
ending on such later date as may be agreed to by the Parties, Dex Service shall
be designated as the common paymaster with respect to the Management Personnel.
2.3 Modification. Nothing in this Agreement shall prevent
the Parties from modifying the employment arrangements described herein by
mutual agreement at any time during the Term.
ARTICLE III.
COST ALLOCATION
3.1 Actual Cost Allocation Formula. The Actual Cost of
any item relating to any Non-Management Personnel or Management Personnel shall
be allocated based on the Allocation Percentage. For purposes of this Agreement,
"Allocation Percentage" means:
(a) To the extent 100% of such item is demonstrably
attributable to the Eastern Territory or the Western Territory, 100% of the
Actual Cost of such item shall be allocated to East or West, as applicable;
(b) To the extent a specific percentage of use of such
item can be determined (e.g., 70% for West and 30% for East), that specific
percentage of the Actual Cost of such item will be allocated to East or West, as
applicable; and
(c) All other portions of the Actual Cost of any item
that cannot be allocated pursuant to clause (a) or (b) above shall be allocated
between East and West in proportion to their relative share of Annual Revenue
for the immediately preceding fiscal year.
3.2 Non-Cash Cost Allocation. The actual, fully burdened
cost of any item relating to any Non-Management Personnel or Management
Personnel that does not result in a direct, out of pocket cash expense may be
allocated to East and West for financial statement purposes only, without any
corresponding cash reimbursement required, in accordance with generally accepted
accounting principles, based on the Allocation Percentage principles described
in Section 3.1 hereof.
ARTICLE IV.
PAYMENT OF COST AND REVENUE SHARE
4.1 Settlement Payments. At any time during the Term, any
Party may make payment of the amounts that are allocable to such Party as a
result of the cost allocation in accordance with Section 3.1 hereof, regardless
of whether an invoice pursuant to Section 4.3 hereof has been issued with
respect to such amounts.
6
<PAGE>
4.2 Monthly Statements. Within twenty (20) days following
the end of each month during the Term, each Service Provider shall furnish the
other Parties hereto with a written statement with respect to the Actual Cost
paid by it in respect of Non-Management Personnel and Management Personnel
provided by it, in each case, during such month, setting forth (i) the cost
allocation in accordance with Article III hereof, and (ii) the amounts paid
pursuant to Section 4.1 hereof, together with such other data and information
necessary to complete the items described in Section 4.3 hereof (hereinafter
referred to as the "Monthly Report").
4.3 Determination and Payment of Cost and Revenue Share.
(a) Within ten (10) days of the submission of the Monthly
Report described in Section 4.2 hereof, the Parties shall (i) agree on the cost
and revenue share of each of the Parties as calculated pursuant to the
provisions of this Agreement; and (ii) prepare and issue invoices for the cost
and revenue share payments that are payable by any of the Parties.
(b) Within ten (10) days of preparation of the agreement
and the issuance of the cost and revenue allocation invoice described in Section
4.3(a), the Parties shall promptly make payment of the amounts that are set
forth on such cost allocation invoice.
ARTICLE V.
TERM AND TERMINATION
5.1 Term. The term of this Agreement will commence as of
the Effective Date and will continue in full force and effect (the "Term")
unless terminated in accordance with Section 5.2.
5.2 Termination. The Parties may terminate this Agreement
by mutual written consent at any time prior to the expiration of the Term.
ARTICLE VI.
LIMITATION ON LIABILITY; INDEMNIFICATION
6.1 Indemnification. Subject to the limitations of
liability set forth in Section 6.3, West or East, as applicable, will indemnify
and hold Dex Service harmless against all out-of-pocket costs for Liabilities
caused by, incurred or otherwise arising from or relating to the Non-Management
Personnel and the Management Personnel, including (i) any pension, OPEB or other
compensation- or employee benefits-related liabilities, as calculated in
accordance with the allocation procedure as set forth in Section 3.1, and (ii)
as a result of employee legal matters, such as employee related litigation, as
calculated in accordance with the allocation procedure as set forth in Section
3.1.
6.2 Notice and Procedures. A Party seeking
indemnification pursuant to Section 6.1 (the "Indemnified Party") will give
prompt written notice in reasonable detail (the "Notice of Claim") to the
indemnifying Party (the "Indemnifying Party") stating the basis of any claim for
which indemnification is being sought hereunder within
7
<PAGE>
thirty (30) days after its knowledge thereof; provided, however, that the
Indemnified Party's failure to provide any such notice to the Indemnifying Party
will not relieve the Indemnifying Party of or from any of its obligations
hereunder, except to the extent that the Indemnifying Party suffers prejudice as
a result of such failure. If the facts giving rise to such indemnification
involve an actual or threatened claim by or against a third party:
(a) the Parties will cooperate in the prosecution or
defense of such claim and will furnish such records, information and testimony
and attend to such proceedings as may be reasonably requested in connection
therewith; and
(b) the Indemnified Party will make no settlement of any
claim that would give rise to liability on the part of the Indemnifying Party
without the latter's prior written consent which will not be unreasonably
withheld or delayed, and the Indemnifying Party will not be liable for the
amount of any settlement affected without its prior written consent.
6.3 Consequential Damages. Except with respect to a
Party's fraud or willful misconduct, and except with respect to damages sought
by a third party in connection with a third party claim, none of the Parties, or
their Affiliates, will be liable to the other Parties, or their Affiliates, for
any damages other than direct damages. Each Party agrees that it is not entitled
to recover and agrees to waive any claim with respect to, and will not seek,
consequential, punitive or any other special damages as to any matter under,
relating to or arising out of the transactions contemplated by this Agreement,
except with respect to such claims and damages arising directly out of a Party's
fraud or willful misconduct, or with respect to damages sought by third parties
in connection with third party claims.
ARTICLE VII.
MISCELLANEOUS
7.1 No Partnership or Joint Venture; Independent
Contractor. Nothing contained in this Agreement will constitute or be construed
to be or create a partnership or joint venture between or among Dex Service,
East, West or their respective successors or assigns.
7.2 Amendments; Waivers. Except as expressly provided
herein, this Agreement and any attached Exhibit may be amended only by agreement
in writing of all Parties. No waiver of any provision nor consent to any
exception to the terms of this Agreement or any agreement contemplated hereby
will be effective unless in writing and signed by all of the Parties affected
and then only to the specific purpose, extent and instance so provided. No
failure on the part of any Party to exercise or delay in exercising any right
hereunder will be deemed a waiver thereof, nor will any single or partial
exercise preclude any further or other exercise of such or any other right.
7.3 Schedules and Exhibits; Integration. Each Schedule
and Exhibit delivered pursuant to the terms of this Agreement must be in writing
and will constitute a
8
<PAGE>
part of this Agreement, although schedules need not be attached to each copy of
this Agreement. This Agreement, together with such Schedules and Exhibits
constitutes the entire agreement among the Parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
Parties in connection therewith.
7.4 Further Assurances. Each Party will take such actions
as any other Party may reasonably request or as may be necessary or appropriate
to consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.
7.5 Governing Law. This Agreement and the legal relations
between the Parties will be governed by and construed in accordance with the
laws of the State of Colorado applicable to contracts made and performed in such
State and without regard to conflicts of law doctrines unless certain matters
are preempted by federal law.
7.6 Assignment. Except as otherwise provided hereunder,
neither this Agreement nor any rights or obligations hereunder are assignable by
one Party without the express prior written consent of the other Parties.
7.7 Headings. The descriptive headings of the Articles,
Sections and subsections of this Agreement are for convenience only and do not
constitute a part of this Agreement.
7.8 Counterparts. This Agreement and any amendment hereto
or any other agreement delivered pursuant hereto may be executed in one or more
counterparts and by different Parties in separate counterparts. All counterparts
will constitute one and the same agreement and will become effective when one or
more counterparts have been signed by each Party and delivered to the other
Parties.
7.9 Successors and Assigns; No Third Party Beneficiaries.
This Agreement is binding upon and will inure to the benefit of each Party and
its successors or assigns, and nothing in this Agreement, express or implied, is
intended to confer upon any other Person or Governmental Entity any rights or
remedies of any nature whatsoever under or by reason of this Agreement.
7.10 Notices. All notices, demands and other
communications to be given or delivered under or by reason of the provisions of
this Agreement will be in writing and will be deemed to have been given: (i)
immediately when personally delivered; (ii) when received by first class mail,
return receipt requested; (iii) one day after being sent for overnight delivery
by Federal Express or other overnight delivery service; or (iv) when receipt is
acknowledged, either electronically or otherwise, if sent by facsimile, telecopy
or other electronic transmission device. Notices, demands and communications to
the other Parties will, unless another address is specified by such Parties in
writing, be sent to the addresses indicated below:
9
<PAGE>
If to Dex Service, addressed to:
Dex Media Service LLC
198 Inverness Drive West, Eighth Floor
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 784-1915
If to Dex Media, addressed to:
Dex Media, Inc.
198 Inverness Drive West, Eighth Floor
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 784-1915
If to East, addressed to:
Dex Media East LLC
198 Inverness Drive West, Eighth Floor
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 784-1915
If to West, addressed to:
Dex Media West LLC
198 Inverness Drive West, Eighth Floor
Englewood, CO 80112
Attention: General Counsel
Fax: (303) 784-1915
7.11 Expenses. Except as otherwise provided herein, the
Parties will each pay their own expenses incident to the negotiation,
preparation and performance of this Agreement, including the fees, expenses and
disbursements of their respective investment bankers, accountants and counsel.
7.12 Waiver. No failure on the part of any Party to
exercise or delay in exercising any right hereunder will be deemed a waiver
thereof, nor will any single or partial exercise preclude any further or other
exercise of such or any other right.
7.13 Severability. If any provision of this Agreement is
held to be unenforceable for any reason, it will be adjusted rather than voided,
if possible, to achieve the intent of the Parties. All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.
10
<PAGE>
7.14 Arbitration; Jurisdiction. Any dispute, controversy
or claim arising under or related to this Agreement, regardless of the legal
theory upon which it is based, will be settled by final, binding arbitration
pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in
accordance with the American Arbitration Association Commercial Arbitration
Rules. Nothing herein will, however, prohibit a Party from seeking temporary or
preliminary injunctive relief in a court of competent jurisdiction. In any
arbitration, the number of arbitrators will be three. If all three Parties to
this Agreement are parties to the arbitration, each of the three Parties shall
have the right to appoint one arbitrator. If only two Parties to this Agreement
are parties to the arbitration, each of the Parties shall have the right to
appoint one arbitrator, who will together appoint a third neutral arbitrator
within thirty (30) days after the appointment of the last party-designated
arbitrator. All arbitration proceedings will take place in Denver, Colorado. The
arbitrators will be entitled to award monetary and equitable relief, including
specific performance and other injunctive relief; provided, however, that only
damages allowed pursuant to this Agreement may be awarded. Except as otherwise
expressly provided in this Section 7.14, each Party will bear the expenses of
its own counsel and will jointly bear the expenses of the arbitrators. The
arbitrators will allocate the remaining costs of the arbitration proceeding. The
Parties agree that the arbitrators will include, as an item of damages, the
costs of arbitration, including reasonable legal fees and expenses, incurred by
the prevailing party if the arbitrators determine that either (a) the
non-prevailing party did not act in good faith when disputing its liability
hereunder to the prevailing party or when initiating a claim against the
prevailing party; or (b) the prevailing party has had to resort to arbitration
with respect to a substantially similar claim more than twice in any thirty-six
(36) month period. Should it become necessary to resort or respond to court
proceedings to enforce a Party's compliance with this Section 7.14, such
proceedings will be brought only in the federal or state courts located in the
State of Colorado, which will have exclusive jurisdiction to resolve any
disputes with respect to this Agreement, with each Party irrevocably consenting
to the jurisdiction thereof. If the court directs or otherwise requires
compliance herewith, then all costs and expenses, including reasonable
attorneys' fees incurred by the Party requesting such compliance, will be
reimbursed by the non-complying Party to the requesting Party.
7.15 General Rules of Construction. For all purposes of
this Agreement and the Exhibits and Schedules delivered pursuant to this
Agreement: (i) the terms defined in Article I have the meanings assigned to them
in Article I and include the plural as well as the singular; (ii) all accounting
terms not otherwise defined herein have the meanings assigned under GAAP; (iii)
all references in this Agreement to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
the body of this Agreement; (iv) pronouns of either gender or neuter will
include, as appropriate, the other pronoun forms; (v) the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision; (vi) "or" is not exclusive; (vii) "including" and "includes" will
be deemed to be followed by "but not limited to" and "but is not limited to,"
respectively; (viii) any definition of or reference to any law, agreement,
instrument or other document herein will be construed as referring to such law,
agreement, instrument or other document as from time to time amended,
11
<PAGE>
supplemented or otherwise modified; and (ix) any definition of or reference to
any statute will be construed as referring also to any rules and regulations
promulgated thereunder.
[Signature Page Follows]
12
<PAGE>
IN WITNESS HEREOF, each of the Parties has caused this Agreement to be
executed by its duly authorized officers as of the day and year first above
written.
DEX MEDIA SERVICE LLC
By: /s/ Frank Eichler
-----------------------------------
Name: Frank Eichler
Title: Senior Vice President
DEX MEDIA, INC.
By: /s/ Frank Eichler
-----------------------------------
Name: Frank Eichler
Title: Senior Vice President
DEX MEDIA EAST LLC
By: /s/ Frank Eichler
-----------------------------------
Name: Frank Eichler
Title: Senior Vice President
DEX MEDIA WEST LLC
By: /s/ Frank Eichler
-----------------------------------
Name: Frank Eichler
Title: Senior Vice President
<PAGE>
EXHIBIT A
MANAGEMENT PERSONNEL
1. George Burnett
2. Robert M. Neumeister
3. Marilyn Neal
4. Linda Martin
5. Kristine Shaw
6. Maggie Le Beau
7. Francis Barker
8. Bradley Richards
9. Bob Houston
10. George Culbertson
11. Scott Pomeroy
12. Tony Basile
13. John Meyer
14. Frank Eichler
15. Helen Cousins
EXHIBIT A