-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVRnnMInaAEQuiW0YUxz1XwHTH6zXMnlAoyTcCkApAkggAK+VKY86Fr2nOudEZok DwpUgVzKOWgR/upvDFAGDw== 0000895345-05-001022.txt : 20051005 0000895345-05-001022.hdr.sgml : 20051005 20051005170447 ACCESSION NUMBER: 0000895345-05-001022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051005 DATE AS OF CHANGE: 20051005 GROUP MEMBERS: GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS & CO.OHG GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS 2000, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGSKG GROUP MEMBERS: GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS 2000, L.P. GROUP MEMBERS: GS EMPLOYEE FUNDS 2000 GP, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12472 FILM NUMBER: 051125526 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9198046000 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 ds13da.txt AMENDMENT #6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* R.H. Donnelley Corporation - --------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 1.00 Per Share) - --------------------------------------------------------------------------- (Title of Class of Securities) 74955W307 - --------------------------------------------------------------------------- (CUSIP Number) David N. Shine, Esq. | Ben I. Adler, Esq. Fried, Frank, Harris, Shriver & | Goldman, Sachs & Co. Jacobson LLP | 85 Broad Street One New York Plaza | New York, NY 10004 New York, NY 10004 | (212) 902-1000 (212) 859-8000 | - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 3, 2005 - --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. *The remainder of this cover page will be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page will not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but will be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 2 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE GOLDMAN SACHS GROUP, INC. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 12,000 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 6,904,833 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,000 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 6,904,833 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,916,833 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC-CO ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 3 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOLDMAN SACHS & CO. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |X| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 6,904,833 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 6,904,833 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,904,833 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BD-PN-IA ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 4 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS ADVISORS 2000, L.L.C. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 5,191,251 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 5,191,251 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,191,251 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 5 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOLDMAN, SACHS & CO. OHG ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 159,103 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 159,103 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,103 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 6 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOLDMAN, SACHS MANAGEMENT GP GMBH ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 159,103 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 159,103 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,103 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 7 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS EMPLOYEE FUNDS 2000 GP, L.L.C. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,554,321 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,554,321 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,554,321 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 8 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS CAPITAL PARTNERS 2000, L.P. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,807,709 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 3,807,709 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,807,709 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 9 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,383,542 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,383,542 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,383,542 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 10 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 159,103 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 159,103 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,103 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 11 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,209,090 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,209,090 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,090 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 12 of 37 - ------------------------ --------------- ------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. ------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ------- -------------------------------------------------------------------- 3 SEC USE ONLY ------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS WC ------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------- ----- ---------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----- ---------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 345,231 OWNED BY ----- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 345,231 ------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,231 ------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% ------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------- CUSIP No. 74955W 30 7 Page 13 of 37 - ------------------------ --------------- This Amendment No. 6 is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000"), GS Capital Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P. ("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS Employee 2000, and the Purchasers, collectively, the "Filing Persons"). This Amendment No. 6 amends and supplements the Schedule 13D filed on behalf of the Filing Persons with the Securities and Exchange Commission on December 5, 2002 (as amended by Amendment No. 1 filed on January 7, 2003, by Amendment No. 2 filed on July 24, 2003, by Amendment No. 3 filed on October 21, 2004, by Amendment No. 4 filed on January 12, 2005 and by Amendment No. 5 filed on January 14, 2005, the "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock"), of R.H. Donnelley Corporation, a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.(1) - ------------------- 1 Neither the present filing nor anything contained herein will be construed as an admission that any Filing Person constitutes a "person" for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following at the end thereof: As of October 3, 2005, the Purchasers beneficially owned 6,919,833 shares of Common Stock as a result of the shares of Preferred Stock held by them. This number includes shares of Common Stock that the Preferred Stock is convertible into as a result of dividends that have accrued on the shares of Preferred Stock in accordance with the Certificate of Designations as of October 5, 2005 and will accrue within 60 days thereafter. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following immediately before the section entitled "Other Plans and Proposals" contained in the Schedule 13D: Stock Purchase and Support Agreement - ------------------------------------ On October 3, 2005, the Purchasers entered into a Stock Purchase and Support Agreement with the Company and R.H. Donnelley Inc., a wholly owned subsidiary of the Company (the "2005 Purchase and Support Agreement"), which is filed as Exhibit 25 hereto and incorporated herein by reference, pursuant to which the Company agreed to acquire from the Purchasers an aggregate amount of 100,301 shares of Preferred Stock (the "Outstanding Preferred Stock"), constituting all of the shares of Preferred Stock held by the Purchasers, for an aggregate purchase price equal to (i) the product of (A) $64.00 and (B) the number of shares of Common Stock into which the Outstanding Preferred Stock was convertible as of (and including) September 30, 2005 plus (ii) an amount equal to the amount of dividends that would have accrued on the Outstanding Preferred Stock from and after October 1, 2005 through and including the earlier of (A) the Closing Date (as defined below) and (B) January 3, 2006 had the parties not entered into the 2005 Purchase and Support Agreement. The purchase price is subject to adjustment pursuant to the 2005 Purchase and Support Agreement if the Closing (as defined below) occurs after January 3, 2006. The execution and delivery of the 2005 Purchase and Support Agreement was a condition to the Company entering into the Agreement and Plan of Merger dated as of October 3, 2005 by and among Dex Media, Inc., a Delaware corporation ("Dex Media"), Forward Acquisition Corp., a wholly owned subsidiary of the Company ("Forward") and the Company (such Agreement and Plan of Merger, the "Merger Agreement") pursuant to which Dex Media will be merged with and into Forward with Forward as the surviving company (such merger, the "Merger"). Assuming that the conditions to the 2005 Purchase and Support Agreement are satisfied or waived, the sale of the Outstanding Preferred Stock will close at the earliest of (i) a date specified by the Company, which shall be after January 3, 2006 and no earlier than five business days after notice to the Purchasers, (ii) the effective time of the Merger (the "Effective Time"), (iii) if the Merger Agreement is terminated, the earlier of (A) a date specified by the Company, which shall be no earlier than five business days after notice to the Purchasers, and (B) 30 days following the termination of the Merger Agreement or (iv) the earlier of (A) July 15, 2006 and (B) 15 days after the outside termination date in the Merger Agreement (the earlier of (A) and (B) is referred to herein as the "Outside Date"), or at such other time mutually agreed upon by the Company and the Purchasers (such closing, the "Closing" and the date upon which the Closing occurs, the "Closing Date"). Representations and Warranties The 2005 Purchase and Support Agreement contains customary representations and warranties by the parties for transactions contemplated thereby. Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the sale of the Outstanding Preferred Stock are subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing: (i) all of the representations and warranties of the Company set forth in the 2005 Purchase and Support Agreement must be true and correct in all material respects on and as of the date of the 2005 Purchase and Support Agreement and as of the Closing and the Company must have, in all material respects, performed all obligations and complied with all agreements, undertakings, covenants and conditions required to be performed by the Company at or prior to the Closing; (iii) no statute, law, regulation, rule, order, decree or injunction of a governmental entity of competent jurisdiction is enjoining or prohibiting the consummation of the transactions contemplated by the 2005 Purchase and Support Agreement; (iv) each Purchaser shall have received payment of the specified purchase price at least two business days prior to the Closing and (v) the delivery by the Company to the Purchasers of a certificate, dated as of the Closing, duly executed by an authorized officer of the Company that the conditions described in clauses (i) and (ii) of this paragraph have been satisfied. Conditions to Obligations of the Company The obligations of the Company to consummate the repurchase of the Outstanding Preferred Stock are subject to the satisfaction or waiver of each of the following conditions on or prior to the Closing: (i) all of the representations and warranties of the Purchasers set forth in the 2005 Purchase and Support Agreement must be true and correct in all material respects on and as of the date of the 2005 Purchase and Support Agreement and as of the Closing the Purchasers must have, in all material respects, performed all obligations and complied with all agreements, undertakings, covenants and conditions required to be performed by the Purchasers at or prior to the Closing; (ii) no statute, law, regulation, rule, order, decree or injunction of a governmental entity of competent jurisdiction is enjoining or prohibiting the consummation of the transactions contemplated by the 2005 Purchase and Support Agreement; (iii) the Company shall have received stock certificates representing the Outstanding Preferred Stock with duly executed stock powers attached for transfer to the Company (iv) the members of the Company's board of directors designated by the Purchasers must have submitted letters of resignation to the Company and the Company's board of directors and (v) the delivery by each of the Purchasers to the Company of a certificate, dated as of the Closing, duly executed by an authorized signatory of the Purchaser that the conditions described in clauses (i) and (ii) of this paragraph have been satisfied. Voting of Securities During the period commencing on the date of the 2005 Purchase and Support Agreement and continuing until the earliest of (i) the Effective Time, (ii) termination of the Merger Agreement in accordance with its terms and (iii) termination of the 2005 Purchase and Support Agreement, at the Company's stockholders meeting called to approve the Merger Agreement, the related agreements and the transactions contemplated therein, or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of the Company, any action by prior written consent or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Common Stock in the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any securities, each Purchaser has irrevocably and unconditionally agreed to vote or to cause to be voted all of such Purchaser 's securities entitled to vote thereon and held by such Purchaser at the time of such vote (i) in favor of (A) the issuance of shares of Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (as defined in the Merger Agreement) (whether or not a Superior Proposal (as defined in the Merger Agreement)) with respect to the Company, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of the Company or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of the Company, (D) any extraordinary dividend by the Company (other than the payment of any cash dividend that the Company is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of the Company (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Purchasers to vote, nor any such actual vote by the Purchasers, shall be or be deemed to be a waiver of any rights the Purchasers have pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002 (as amended) or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described under the heading "Consent" below. Consent The Purchasers have (a) consented to the transactions contemplated by the 2005 Purchase and Support Agreement and the Merger Agreement, including, without limitation, (i) the Merger, (ii) the repurchase of the Outstanding Preferred Stock, (iii) the financing to be obtained by the Company, (iv) the amendment and restatement of the Company's bylaws as contemplated by the Merger Agreement, (v) the increase in size, and changes in composition, of the Company 's board of directors as contemplated by the Merger Agreement and (vi) the amendment of the Parent Rights Agreement (as defined in the Merger Agreement) as contemplated by the Merger Agreement, (b) waived any right of first refusal in connection with the issuance of shares of Common Stock in the Merger and (c) agreed and acknowledged that (i) none of the antidilution, price protection or other Conversion Price (as such term is defined in the Certificate of Designations) adjustment provisions of Section 9 of the Certificate of Designations shall apply in connection with the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, the issuance of shares of Common Stock in the Merger and (ii) the consummation of (A) the Merger and the other transactions contemplated by the Merger Agreement shall not constitute a "Change in Control" under the Certificate of Designations and (B) the repurchase of the Outstanding Preferred Stock by the Company pursuant to the 2005 Purchase and Support Agreement is in lieu of any rights that such Purchaser may have to require the Company to redeem the Outstanding Preferred Stock pursuant to the Certificate of Designations or otherwise. The foregoing consents, waivers, agreements and acknowledgments by the Purchasers are expressly conditioned on the Company's agreement to purchase the Outstanding Preferred Stock in accordance with the terms of the 2005 Purchase and Support Agreement, and will be ineffective (and deemed not to have been given on the date of the 2005 Purchase and Support Agreement) if the Company fails to consummate the purchase of the Outstanding Preferred Stock at the Closing. No Solicitation Each Purchaser agreed that it will not, and such Purchaser will direct and use its reasonable best efforts to cause its officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly, take any action to solicit, initiate or knowingly encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any Person with respect thereto, or disclose any nonpublic information or afford access to books or records to, any person that has made, or to the Purchaser 's knowledge is considering making, any Acquisition Proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal, or propose publicly or agree to do any of the foregoing relating to an Acquisition Proposal. Restriction on Transfer, Conversion During the period commencing on the date of the 2005 Purchase and Support Agreement and continuing until the first to occur of (i) the Closing and (ii) the termination of the 2005 Purchase and Support Agreement in accordance with its terms, each Purchaser agrees that it will not, directly or indirectly, transfer, or enter into any contract, option or other arrangement or understanding with respect to or consent to the transfer of, any or all of the Outstanding Preferred Stock, Common Stock or other securities of the Company held by the Purchasers as of the date of the 2005 Purchase and Support Agreement or acquired by a Purchaser in any capacity or form after such date and prior to the termination of the 2005 Purchase and Support Agreement, except as otherwise provided in the 2005 Purchase and Support Agreement or to the Company. During the period commencing on the date of the 2005 Purchase and Support Agreement and continuing until the closing or earlier termination of the 2005 Purchase and Support Agreement, each Purchaser agreed that it will not convert any shares of Outstanding Preferred Stock into shares of Common Stock. Termination The 2005 Purchase and Support Agreement may be terminated on or any time prior to the Closing: (i) by mutual written consent of each of the Purchasers and the Company; (ii) by the Purchasers if the Closing has not occurred prior to the Outside Date, unless the failure of such occurrence shall be due to the failure by the Purchasers seeking to terminate the 2005 Purchase and Support Agreement to perform or observe any agreement set forth in the 2005 Purchase and Support Agreement required to be performed or observed by them on or before the Closing; or (iii) by either the Company or the Purchasers if the other party breaches any of its representations, warranties or covenants contained in the 2005 Purchase and Support Agreement in any material respect and such breach is not cured within 10 days after receipt by the breaching party of written notice of such breach from the non-breaching party; or (iv) by either the Company or the Purchasers if a governmental entity issues a nonappealable final order, decree or ruling or takes any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the 2005 Purchase and Support Agreement. Termination of the 2005 Purchase and Support Agreement will terminate all obligations and liabilities of the Company and the Purchasers under the 2005 Purchase and Support Agreement except for certain liabilities and obligations. Survival; Indemnification Pursuant to the 2005 Purchase and Support Agreement, representations, warranties, covenants and agreements of the parties contained in the 2005 Purchase and Support Agreement survive the Closing. Indemnification by Company From and after the Closing, the Company agreed to indemnify the Purchasers, their affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Purchaser Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from tax liabilities incurred by any of the Purchasers), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided in the 2005 Purchase and Support Agreement incurred by any of the Purchaser Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Company in the 2005 Purchase and Support Agreement, (ii) any breach of any covenant, agreement or obligation of the Company contained in the 2005 Purchase and Support Agreement, or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any person (other than a Purchaser Indemnitee) in connection with (A) the transactions contemplated by the 2005 Purchase and Support Agreement or by the Merger Agreement or any documents executed in connection therewith or (B) the negotiation, execution, delivery and performance of the 2005 Purchase and Support Agreement, the Merger Agreement or any documents executed in connection therewith. Indemnification by Purchasers From and after the Closing, the Purchasers, severally in proportion to their respective holdings of Outstanding Preferred Stock, agreed to indemnify the Company, its other affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Company Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses, including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided in the 2005 Purchase and Support Agreement incurred by any of the Company Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Purchasers in the 2005 Purchase and Support Agreement or (ii) any breach of any covenant, agreement or obligation of the Purchasers contained in the 2005 Purchase and Support Agreement. Expenses Each of the parties to the 2005 Purchase and Support Agreement agreed to bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of the 2005 Purchase and Support Agreement and the transactions contemplated thereby. The Company agreed to pay all sales, transfer, recordation and documentary taxes and fees that are payable in connection with the transactions contemplated by the 2005 Purchase and Support Agreement. Item 4 is hereby further amended by adding the following at the end thereof: Other Proposals - --------------- Except as described above or otherwise described in the Schedule 13D or in this Amendment No. 6, the Filing Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act. Each of the Filing Persons reserves the right, in light of its ongoing evaluation of the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In particular, any one or more of the Filing Persons (and their respective affiliates) reserves the right, in each case subject to any applicable limitations imposed on the sale of any of their Company securities by the Securities Act or other applicable law, to (i) purchase additional shares of Common Stock or other securities of the Company, (ii) sell or transfer shares of Preferred Stock, Common Stock or other securities beneficially owned by them from time to time in public or private transactions, (iii) cause any of the Purchasers to distribute in kind to their respective partners or members, as the case may be, shares of Preferred Stock, Common Stock or other securities owned by such Purchasers and (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the shares of Common Stock, Preferred Stock, or other securities. To the knowledge of each Filing Person, each of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto may make similar evaluations from time to time or on an ongoing basis. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in its entirety as follows: According to the Company's quarterly report on Form 10-Q filed with the SEC on August 5, 2005, as of August 1, 2005 there were 31,777,775 shares of Common Stock outstanding. (a) As of October 3, 2005, GS Group may be deemed to beneficially own an aggregate of 6,916,833 shares of Common Stock, consisting of (i) 100,301 shares of Preferred Stock, which are convertible into 5,254,675 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (ii) November Warrants (which are exercisable immediately) to purchase 577,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iii) Warrants (which are exercisable immediately) to purchase 1,072,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iv) 158 shares of Common Stock acquired by Goldman Sachs in ordinary course trading activities, and (v) (a) (I) 1,500 options granted to Terence O'Toole on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, which are currently exercisable and convertible into 1,500 shares of Common Stock, (II) 1,500 options granted to Terence O'Toole on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which two-thirds of such options are currently exercisable and convertible into 1,000 shares of Common Stock and the remaining one-third of such options will vest and become exercisable at the close of business on the day preceding the next annual meeting of the Company's stockholders, (III) 1,500 options granted to Mr. O'Toole on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which one-third of such options are currently exercisable and convertible into 500 shares of Common Stock and the remaining two-thirds of such options vest and become exercisable in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, (IV) 1,500 options granted to Mr. O'Toole on April 26, 2005 pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, of which none are currently exercisable and convertible into shares of Common Stock and such options shall vest and become exercisable in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (V) 1,500 deferred shares granted to Mr. O'Toole on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, all of which deferred shares are currently vested, (VI) 1,500 deferred shares granted to Mr. O'Toole on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 1,000 of which deferred shares are currently vested and the remaining 500 deferred shares will vest at the close of business on the day preceding the next two annual meeting of the Company's stockholders, (VII) 1,500 deferred shares granted to Mr. O'Toole on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 500 of which deferred shares are currently vested and the remaining 1,000 deferred shares will vest in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, and (VIII) 1,500 deferred shares granted to Mr. O'Toole on April 26, 2005 pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, of which none are currently vested and such deferred shares shall vest in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (Mr. O'Toole has an understanding with GS Group pursuant to which he holds such options and deferred shares for the benefit of GS Group), and (b) (I) 1,500 options granted to Robert R. Gheewalla on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, which are currently exercisable and convertible into 1,500 shares of Common Stock, (II) 1,500 options granted to Mr. Gheewalla on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which two-thirds of such options are currently exercisable and convertible into 1,000 shares of Common Stock and the remaining one-third of such options will vest and become exercisable at the close of business on the day preceding the next annual meeting of the Company's stockholders, (III) 1,500 options granted to Mr. Gheewalla on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, of which one-third of such options are currently exercisable and convertible into 500 shares of Common Stock and the remaining two-thirds of such options will vest and become exercisable in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, (IV) 1,500 options granted to Mr. Gheewalla on April 26, 2005 pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, of which none are currently exercisable and convertible into shares of Common Stock and such options shall vest and become exercisable in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (V) 1,500 deferred shares granted to Mr. Gheewalla on January 3, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, all of which deferred shares are currently vested, (VI) 1,500 deferred shares granted to Mr. Gheewalla on May 1, 2003 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 1,000 of which deferred shares are currently vested and the remaining 500 deferred shares will vest in equal installments at the close of business on the day preceding the next annual meeting of the Company's stockholders, (VII) 1,500 deferred shares granted to Mr. Gheewalla on May 5, 2004 pursuant to the R.H. Donnelley Corporation 2001 Stock Award and Incentive Stock Plan, 500 of which deferred shares are currently vested and the remaining 1,000 deferred shares will vest in equal installments at the close of business on the day preceding each of the next two annual meetings of the Company's stockholders, and (VIII) 1,500 deferred shares granted to Mr. Gheewalla on April 26, 2005 pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, of which none are currently vested and such deferred shares shall vest in equal installments at the close of business on the day preceding each of the next three annual meetings of the Company's stockholders, (Mr. Gheewalla has an understanding with GS Group pursuant to which he holds such options and deferred shares for the benefit of GS Group), representing in the aggregate approximately 17.9% of the outstanding Common Stock, based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, Goldman Sachs may be deemed to beneficially own an aggregate of 6,904,833 shares of Common Stock, consisting of (i) 100,301 shares of Preferred Stock, which are convertible into 5,254,675 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (ii) November Warrants (which are exercisable immediately) to purchase 577,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers, (iii) Warrants (which are exercisable immediately) to purchase 1,072,500 shares of Common Stock, which may be deemed to be beneficially owned by the Purchasers and (iv) 158 shares of Common Stock acquired by Goldman Sachs in ordinary course trading activities, representing in the aggregate approximately 17.9% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Purchasers to the extent that partnership interests in the Purchasers are held by persons other than Goldman Sachs or its affiliates. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division ("IBD") of GS Group and its subsidiaries and affiliates (collectively, "Goldman Sachs Group"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of Goldman Sachs Group. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD. As of October 3, 2005, GS Advisors may be deemed to beneficially own the aggregate of 5,191,251 shares of Common Stock that may be deemed to be beneficially owned by GS Capital and GS Offshore, consisting of (i) 75,411 shares of Preferred Stock, which are convertible into 3,950,712 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 434,189 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 806,350 shares of Common Stock, representing in the aggregate, approximately 14.0% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, each of GS oHG and GS GmbH may be deemed to beneficially own the aggregate of 159,103 shares of Common Stock that may be deemed to be beneficially owned by GS Germany, consisting of (i) 2,311 shares of Preferred Stock which are convertible into 121,071 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 13,311 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 24,721 shares of Common Stock, representing in the aggregate, approximately 0.5% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Employee 2000 may be deemed to beneficially own the aggregate of 1,554,321 shares of Common Stock that may be deemed to be beneficially owned by GS Employee and GS Direct, consisting of (i) 22,579 shares of Preferred Stock which are convertible into 1,182,892 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 130,000 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 241,429 shares of Common Stock, representing in the aggregate, approximately 4.7% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Capital may be deemed to beneficially own 3,807,709 shares of Common Stock, consisting of (i) 55,313 shares of Preferred Stock, which are convertible into 2,897,797 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 318,470 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 591,442 shares of Common Stock, representing in the aggregate, approximately 10.7% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Offshore may be deemed to beneficially own 1,383,542 shares of Common Stock, consisting of (i) 20,098 shares of Preferred Stock, which are convertible into 1,052,915 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 115,719 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 214,908 shares of Common Stock, representing in the aggregate, approximately 4.2% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Germany may be deemed to beneficially own 159,103 shares of Common Stock, consisting of (i) 2,311 shares of Preferred Stock, which are convertible into 121,071 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 13,311 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 24,721 shares of Common Stock, representing in the aggregate, approximately 0.5% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Employee may be deemed to beneficially own 1,209,090 shares of Common Stock, consisting of (i) 17,564 shares of Preferred Stock, which are convertible into 920,161 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 101,125 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 187,804 shares of Common Stock, representing in the aggregate, approximately 3.7% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. As of October 3, 2005, GS Direct may be deemed to beneficially own 345,231 shares of Common Stock, consisting of (i) 5,015 shares of Preferred Stock, which are convertible into 262,731 shares of Common Stock, (ii) November Warrants (which are exercisable immediately) to purchase 28,875 shares of Common Stock and (iii) Warrants (which are exercisable immediately) to purchase 53,625 shares of Common Stock, representing in the aggregate, approximately 1.1% of the outstanding shares of Common Stock based on calculations made in accordance with Rule 13d-3(d) of the Act. None of the Filing Persons or, to the knowledge of the Filing Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto beneficially owns any shares of Common Stock other than as set forth herein. (b) GS Group holds the sole power to direct the vote and disposition of the options and deferred shares held for the benefit of GS Group by Messrs. O'Toole and Gheewalla. Except as described in the previous sentence, each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by such Filing Person as indicated above. (c) Except as described above and elsewhere in this Amendment No. 6 and on Schedule IV hereto, no other transactions in the shares of Common Stock were effected by the Filing Persons, or, to their knowledge, any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-C-ii hereto, during the last 60 days. The transactions set forth on Schedule IV were effected in the over-the-counter market in the ordinary course of business by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities. (d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock held in Managed Accounts, no other person is known by any Filing Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that are beneficially owned by any Filing Person. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement, dated as of December 4, 2002.* Exhibit 2 Letter Agreement, dated as of November 25, 2002, by and among the Purchasers, R.H. Donnelley, Inc. and the Company.* Exhibit 3 Series B-1 Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 4 Form of Warrant issued to the Purchasers on November 25, 2002.* Exhibit 5 Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among the Company and the Purchasers.* Exhibit 6 Form of Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 7 Form of Warrant.* Exhibit 8 Registration Rights Agreement, dated as of November 25, 2002, among the Purchasers and the Company.* Exhibit 9 Power of Attorney, dated as of December 12, 2003, relating to The Goldman Sachs Group, Inc.* Exhibit 10 Power of Attorney, dated as of November 19, 2003, relating to Goldman, Sachs & Co.* Exhibit 11 Power of Attorney, dated as of August 19, 2004, relating to GS Advisors 2000, L.L.C.* Exhibit 12 Power of Attorney, dated as of August 5, 2004, relating to Goldman, Sachs & Co. oHG.* Exhibit 13 Power of Attorney, dated as of August 19, 2004, relating to Goldman, Sachs Management GP GmbH.* Exhibit 14 Power of Attorney, dated as of August 19, 2004, relating to GS Employee Funds 2000 GP, L.L.C.* Exhibit 15 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000, L.P.* Exhibit 16 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 Offshore, L.P.* Exhibit 17 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 GmbH & Co. Beteiligungs KG.* Exhibit 18 Power of Attorney, dated as of August 19, 2004, relating to GS Capital Partners 2000 Employee Fund, L.P.* Exhibit 19 Power of Attorney, dated as of October 21, 2004, relating to Goldman Sachs Direct Investment Fund 2000, L.P.* Exhibit 20 Convertible Cumulative Preferred Stock Certificate of Designations.* Exhibit 21 Form of warrants issued on January 3, 2003.* Exhibit 22 Agreement regarding certain definitions contained in the Purchase Agreement.* Exhibit 23 Letter Agreement, dated as of July 22, 2003, by and among the Purchasers, R.H. Donnelley, Inc. and the Company.* Exhibit 24 Stock Purchase Agreement, dated as of January 10, 2005, by and among the Purchasers and the Company. * Exhibit 25 Stock Purchase and Support Agreement, dated as of October 3, 2005, by and among the Company and the Purchasers. - -------------------------- * Previously filed SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 5, 2005 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS ADVISORS 2000, L.L.C. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. OHG By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS EMPLOYEE FUNDS 2000 GP, L.L.C. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS 2000, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-fact SCHEDULE I Schedule I is hereby amended and restated in its entirety as follows: The name of each director of The Goldman Sachs Group, Inc. is set forth below. The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each director listed below is a United States citizen, except as follows: Lord Browne of Madingley is a citizen of the United Kingdom and Claes Dahlback is a citizen of Sweden. The present principal occupation or employment of each of the directors listed below is set forth below. Name Present Principal Occupation - ------------------------- ------------------------------------------------- Henry M. Paulson, Jr. Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc. Lloyd C. Blankfein President and Chief Operating Officer of The Goldman Sachs Group, Inc. Lord Browne of Madingley Group Chief Executive of BP plc John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Claes Dahlback Senior Advisor to Investor AB Stephen Friedman Former Assistant to the President for Economic Policy and Director of the National Economic Council William W. George Retired Chairman and Chief Executive Officer of Medtronic, Inc. James A. Johnson Vice Chairman of Perseus, L.L.C. Lois D. Juliber Retired Vice Chairman of Colgate-Palmolive Company Edward M. Liddy Chairman of the Board, President and Chief Executive Officer of The Allstate Corporation Ruth J. Simmons President of Brown University SCHEDULE II-A-i Schedule II-A-i is hereby amended and restated in its entirety as follows: The name, position and present principal occupation of each executive officer of GS Advisors 2000, L.L.C., the sole general partner of each of GS Capital Partners 2000, L.P. and GS Capital Partners 2000 Offshore, L.P., are set forth below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Hughes B. Lepic, Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Mary Nee and Hsueh J. Sung is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All executive officers listed below are United States citizens, except as follows: Richard S. Sharp and Sarah E. Smith are citizens of the United Kingdom; Hughes B. Lepic and Benoit Valentin are citizens of France; Adrian M. Jones is a citizen of Ireland; Bjorn P. Killmer and Steffen J. Kastner are citizens of Germany; Hsueh Sung is a citizen of Taiwan and Ulrika Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation - ------------------------ ------------------------ ------------------------------------------------ Richard A. Friedman President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co. Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Sanjay H. Patel Vice President Managing Director of Goldman Sachs International Hsueh J. Sung Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co. Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co. Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co. Sarah E. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co. Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/Secretary Managing Director of Goldman, Sachs & Co. Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel of Goldman, Sachs & Co. Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel of Goldman, Sachs & Co. Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co. Steffen J. Kastner Vice President Managing Director of Goldman Sachs International Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co. Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International Benoit Valentin Vice President Managing Director of Goldman Sachs International Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of Goldman, Sachs & Co.
SCHEDULE II-A-ii Schedule II-A-ii is hereby amended and restated in its entirety as follows: The name and principal occupation of each member of the Principal Investment Area Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Advisors 2000, L.L.C., 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. and Goldman Sachs Direct Investment Fund 2000, L.P. are set forth below. The business address for each member listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Robert R. Gheewalla, Hughes B. Lepic and Sanjay H. Patel is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. The business address of Hsueh J. Sung is 68/F Cheung Kong Centre, Hong Kong. All members listed below are United States citizens, except as follows: Richard S. Sharp and Sarah E. Smith are citizens of the United Kingdom; Hughes B. Lepic is a citizen of France; Adrian M. Jones is a citizen of Ireland and Hsueh Sung is a citizen of Taiwan. Name Present Principal Occupation - ------------------------- ------------------------------------------------- Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director of Goldman, Sachs & Co. Richard S. Sharp Managing Director of Goldman Sachs International Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Muneer A. Satter Managing Director of Goldman, Sachs & Co. Joe DiSabato Managing Director of Goldman, Sachs & Co. Adrian M. Jones Managing Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Scott Kapnick Managing Director of Goldman, Sachs & Co. Melina E. Higgins Managing Director of Goldman, Sachs & Co. Hsueh J. Sung Managing Director of Goldman Sachs (Asia) L.L.C. Ben I. Adler Managing Director of Goldman, Sachs & Co. Elizabeth C. Fascitelli Managing Director of Goldman, Sachs & Co. Sarah E. Smith Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Managing Director of Goldman Sachs International Hughes B. Lepic Managing Director of Goldman Sachs International Gerald J. Cardinale Managing Director of Goldman, Sachs & Co. Sanjay H. Patel Managing Director of Goldman Sachs International SCHEDULE II-B-i Schedule II-B-i is hereby amended and restated in its entirety as follows: The name, position and present principal occupation of each executive officer and director of Goldman, Sachs & Co. Finanz GmbH which is the sole managing general partner of Goldman, Sachs & Co. oHG are set forth below. The business address for each of the executive officers and directors listed below is MesseTurm, 60308 Frankfurt am Main, Germany. The executive officers and directors listed below are citizens of Germany.
Name Position Present Principal Occupation - ---------------------- -------------------- --------------------------------------------- Andreas Koernlein Managing Director Managing Director of Goldman, Sachs & Co. oHG Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG Peter Hollmann Managing Director Managing Director of Goldman, Sachs & Co. oHG
SCHEDULE II-B-ii Schedule II-B-ii is hereby amended and restated in its entirety as follows: The name, position and present principal occupation of each executive officer of GS Management GP GmbH, the sole managing partner of GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, are set forth below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except for Richard S. Sharp, whose business address is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. All executive officers listed below are United States citizens, except for Richards S. Sharp and Sarah E. Smith, who are citizens of the United Kingdom.
Name Position Present Principal Occupation - ---------------------- -------------------- --------------------------------------------- Richard A. Friedman Managing Director Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director Managing Director of Goldman, Sachs & Co. Esta E. Stecher Managing Director Managing Director of Goldman, Sachs & Co. Elizabeth C. Fascitelli Managing Director Managing Director of Goldman, Sachs & Co. David J. Greenwald Managing Director Managing Director of Goldman, Sachs & Co. Sarah E. Smith Managing Director Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Managing Director Managing Director of Goldman, Sachs & Co. John E. Bowman Managing Director Vice President of Goldman, Sachs & Co. Richard S. Sharp Managing Director Managing Director of Goldman Sachs International
SCHEDULE II-C-i Schedule II-C-i is hereby amended and replaced in its entirety as follows: The name, position and present principal occupation of each executive officer of GS Employee Funds 2000 GP, L.L.C., the sole general partner of GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, L.P., are set forth below. The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Hughes B. Lepic, Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB, England. The business address of Mary Nee and Hsueh J. Sung is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All executive officers listed below are United States citizens, except as follows: Richard S. Sharp and Sarah E. Smith are citizens of the United Kingdom, Hughes B. Lepic and Benoit Valentin are citizens of France, Adrian M. Jones is a citizen of Ireland, Steffen J. Kastner and Bjorn P. Killmer are citizens of Germany, Ulrika Werdelin is a citizen of Sweden and Hsueh J. Sung is a citizen of Taiwan.
Name Position Present Principal Occupation - ---------------------- -------------------- --------------------------------------------- Richard A. Friedman President Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs & Co. Richard S. Sharp Vice President Managing Director of Goldman Sachs International Esta E. Stecher Vice President/Assistant Managing Director of Goldman, Sachs & Co. Secretary Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co. Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co. Hsueh J. Sung Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co. Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co. David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & Co. Secretary Hughes B. Lepic Vice President Managing Director of Goldman Sachs International Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co. Sarah E. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co. Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Vice President Managing Director of Goldman, Sachs & Co. Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Vice President Managing Director of Goldman Sachs International Sanjay H. Patel Vice President Managing Director of Goldman Sachs International Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co. Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co. Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co. John E. Bowman Vice President Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President/Secretary Managing Director of Goldman, Sachs & Co. Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel of Goldman, Sachs & Co. Raymond G. Matera Vice President Vice President of Goldman, Sachs & Co. Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co. Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C. Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel of Goldman, Sachs & Co. Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co. Ulrika Werdelin Vice President Executive Director of Goldman Sachs International Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co. Steffen J. Kastner Vice President Managing Director of Goldman Sachs International Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co. Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International Benoit Valentin Vice President Managing Director of Goldman Sachs International Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of Goldman, Sachs &Co.
SCHEDULE II-C-ii Schedule II-C-ii to the Schedule 13D is hereby amended by replacing it in its entirety with the following: The name and principal occupation of each member of the GS Employee Funds Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Employee Funds 2000 GP, L.L.C., and Goldman Sachs Direct Investment Fund 2000, L.P. are set forth below. The business address for each member listed below is 85 Broad Street, New York, New York 10004, except as follows: The business address of Richard S. Sharp, Rob Gheewalla and Huhes Lepic is 133 Fleet Street, London EC4A 2BB, England. The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606. All members listed below are United States citizens, except as follows: Richard S. Sharp is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India and Hughes Lepic is a citizen of France. Name Present Principal Occupation - ----------------------- ------------------------------------------------- Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co. Richard A. Friedman Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Managing Director of Goldman, Sachs & Co. Henry Cornell Managing Director of Goldman, Sachs & Co. Richard S. Sharp Managing Director of Goldman Sachs International Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co. Muneer A. Satter Managing Director of Goldman, Sachs & Co. Joe DiSabato Managing Director of Goldman, Sachs & Co. Adrian M. Jones Managing Director of Goldman, Sachs & Co. Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc. Scott Kapnick Managing Director of Goldman, Sachs & Co. Melina E. Higgins Managing Director of Goldman, Sachs & Co. Hsueh J. Sung Managing Director of Goldman Sachs (Asia) L.L.C. Ben I. Adler Managing Director of Goldman, Sachs & Co. Elizabeth C. Fascitelli Managing Director of Goldman, Sachs & Co. Sarah E. Smith Managing Director of Goldman, Sachs & Co. Stephen S. Trevor Managing Director of Goldman, Sachs & Co. Robert R. Gheewalla Managing Director of Goldman Sachs International Hughes B. Lepic Managing Director of Goldman Sachs International Gerald J. Cardinale Managing Director of Goldman, Sachs & Co. Sanjay H. Patel Managing Director of Goldman Sachs International SCHEDULE III Schedule III is hereby amended and restated in its entirety as follows: In November 2002, the SEC, the National Association of Securities Dealers ("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged that five broker dealers, including Goldman Sachs, violated Section 17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications. Without admitting or denying the allegations, the five broker dealers, including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules. On April 28, 2003, without admitting or denying liability, ten investment banking firms including Goldman Sachs, entered into global settlements with the SEC, the NYSE, the NASD and certain states to resolve the investigations relating to equity research analyst conflicts of interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of "hot" IPO shares. The terms of the global settlement were entered in an order by a federal court in the Southern District of New York on October 31, 2003 (Civil Action Number 03CV2944). On September 4, 2003, Goldman Sachs and the SEC settled administrative proceedings relating to certain trading in U.S. Treasury securities by Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of the Exchange Act as a result of certain trading in U.S. Treasury bonds over an eight minute period on October 31, 2001; and (ii) Section 15(f) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC's allegations, Goldman Sachs consented to the entry of an Order that, among other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to cease and desist from committing or causing any violations of Section 15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii) ordered Goldman Sachs to pay disgorgement and prejudgment interest in the amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv) directed Goldman Sachs to conduct a review its policies and procedures and to adopt, implement and maintain policies and procedures consistent with the Order and that review. Goldman Sachs also undertook to pay $2,562,740 in disgorgement and interest relating to certain trading in U.S. Treasury bond futures during the same eight minute period. On July 1, 2004, Goldman Sachs and the SEC settled administrative proceedings relating to communications from Goldman Sachs sales traders on its Asian Shares Sales Desk to certain institutional customers and news media concerning four international public securities offerings during the period between October 1999 and March 2000. The SEC alleged (i) that certain of these communications by Goldman Sachs employees were made after the registration statements pertaining to those offerings were filed, but not yet declared effective by the SEC, in violation of Section 5(b) of the Securities Act and (ii) that certain comments to the news media by Goldman Sachs with respect to one of the offerings constituted an offer to sell securities in violation of Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs failed to adequately supervise the Asian Shares Sales Desk traders, as required by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC's allegations, Goldman Sachs consented to the entry of an Order that, among other things, directed Goldman Sachs to cease and desist from committing or causing any violations of Sections 5(b) and 5(c) of the Securities Act., and ordered Goldman Sachs to pay a civil monetary penalty of $2 million. On January 24, 2005, the SEC filed an action in the U.S. District Court for the Southern District of New York alleging that Goldman Sachs violated Rule 101 of Regulation M under the Exchange Act by attempting to induce, or inducing certain investors to make, aftermarket purchases of certain initial public offerings underwritten by Goldman Sachs during 2000. On February 4, 2005, without admitting or denying the allegations of the complaint, a final judgment was entered against Goldman Sachs, with the consent of Goldman Sachs, under which Goldman Sachs was permanently restrained and enjoined from violating Rule 101 of Regulation M and required to pay a $40 million civil penalty, which was paid on March 31, 2005. SCHEDULE IV Purchases Sales Price Trade Date Settlement Date - ---------------------------------------------------------------------- 100 64.3600 9/15/2005 9/20/2005 100 64.4000 9/15/2005 9/20/2005 200 64.4800 9/15/2005 9/20/2005 100 64.5200 9/15/2005 9/20/2005 200 64.4600 9/15/2005 9/20/2005 100 64.4200 9/15/2005 9/20/2005 300 64.2400 9/15/2005 9/20/2005 1100 64.3909 9/15/2005 9/19/2005 EX-99.25 2 stock.txt Exhibit 25 EXECUTION COPY -------------- STOCK PURCHASE AND SUPPORT AGREEMENT THIS STOCK PURCHASE AND SUPPORT AGREEMENT, dated as of October 3, 2005 (this "Agreement"), is by and among R.H. Donnelley Corporation, a Delaware corporation ("Parent"), R.H. Donnelley Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and the stockholders of Parent listed on Schedule A attached hereto (each, a "Stockholder" and collectively, the "Stockholders"). RECITALS: A. Immediately prior to the execution of this Agreement, the Stockholders are the record and beneficial owners of the number of shares of Convertible Cumulative Preferred Stock, par value $1 per share, of Parent (the "Preferred Stock") set forth opposite such Stockholder's name under the caption "Shares of Preferred Stock Beneficially Owned" on Schedule A attached hereto, and each Stockholder has the right to vote (on an as converted basis and as provided in the Certificate of Designations) and dispose of all of such shares of Preferred Stock. B. Dex Media, Inc., a Delaware corporation ("Dex Media"), Parent and Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of October 3, 2005 (as amended from time to time, the "Merger Agreement"), pursuant to which Dex Media will be merged with and into Merger Sub with Merger Sub as the surviving company (the "Merger"). C. Parent has agreed to repurchase and acquire from the Stockholders, and the Stockholders have agreed to sell to Parent, subject to the terms and conditions of this Agreement, all of the shares of Preferred Stock owned by the Stockholders, as set forth opposite each such Stockholder's name under the caption "Shares of Preferred Stock Beneficially Owned" on Schedule A attached hereto (such shares of Preferred Stock are referred to collectively in this Agreement as the "Purchased Shares"). D. As a condition to entering into the Merger Agreement, which will benefit the Stockholders directly and indirectly, Parent has required that the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement, pursuant to which, among other things, the Stockholders (a) agree to vote their Securities owned at the time of such vote on matters relating to the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement as provided herein, including, without limitation, in favor of the issuance of shares of Parent Common Stock in the Merger, and (b) consent under the Purchase Agreement and the Certificate of Designations, on the terms and conditions set forth herein, to the transactions contemplated herein and by the Merger Agreement, including, without limitation, the Merger, the purchase of the Purchased Shares and the Financing, and waive any right of first refusal in connection with the issuance of shares of Parent Common Stock in the Merger. E. Prior to entering into this Agreement, the disinterested members of Parent's board of directors directed management to negotiate the terms of the transactions contemplated herein with the Stockholders on an arms-length basis (the "Transactions"). F. The disinterested members of Parent's board of directors, after review of the Transactions, which included advice from an independent investment bank of national reputation, determined that the Transactions were beneficial and fair to Parent and its stockholders, and that the Transactions should be consummated as described herein. G. Parent and the Stockholders desire to set forth certain agreements herein. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Definitions. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement. In addition, for purposes of this Agreement, the following terms have the following meanings when used herein with initial capital letters: (a) "Affiliate" means any Person that directly, or indirectly through one or more Persons, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, "control" (including its correlative meanings, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person. (b) "Certificate of Designations" means the Certificate of Designations governing the Convertible Cumulative Preferred Stock of Parent. (c) "Material Adverse Effect" means, with respect to any reference to a state of facts, event, change, effect or condition, such state of facts, event, change, effect or condition that has had, has, or could reasonably be expected to have, a material adverse effect on (i) the business, assets, operations, properties, condition (financial or otherwise), contingent liabilities or material agreements of Parent and Parent's subsidiaries, taken as a whole, (ii) the ability of Parent to perform its obligations under this Agreement or (iii) the validity or enforceability of this Agreement or the rights or remedies of the Stockholders hereunder. Notwithstanding anything contained herein to the contrary, the commencement by or against Parent or any of Parent's subsidiaries of any case, proceeding or other action under any law relating to bankruptcy, insolvency or reorganization or the seeking of an appointment of a receiver, trustee, custodian or other similar official for Parent or any of Parent's subsidiaries or for all or any substantial part of Parent's or any of Parent's subsidiaries' assets, shall be deemed a Material Adverse Effect. (d) "Parent Common Stock" means the common stock, par value $1 per share, of Parent. (e) "Person" means any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or other entity or any individual or Governmental Entity. (f) "Purchase Agreement" means the Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among Parent and the Stockholders, as amended by the Letter Agreement, dated as of November 25, 2002, by and among the Stockholders, Parent and R.H. Donnelley Inc., the Second Letter Agreement, dated as of January 3, 2003, by and among the Stockholders, Parent and R.H. Donnelley Inc. and the Third Letter Agreement, dated as of July 22, 2003, by and among the Stockholders, Parent and R.H. Donnelley Inc.. (g) "Rights Agreement" means the Rights Agreement, dated as of October 27, 1998, as amended, by and between Parent and The Bank of New York, as successor Rights Agent. (h) "Securities" means the Preferred Stock together with any shares of Parent Common Stock or other securities of Parent held by a Stockholder as of the date hereof or acquired by a Stockholder in any capacity or form after the date hereof and prior to the termination of this Agreement whether pursuant to open market or other purchase or upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities (including, without limitation, any shares of Parent Common Stock issued to a Stockholder upon any exercise of the Warrants or conversion of any shares of Preferred Stock), or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise. (i) "Warrants" means the warrants to purchase shares of Parent Common Stock issued pursuant to the Purchase Agreement. ARTICLE II PURCHASE AND SALE OF SHARES; CLOSING Section 2.1. Sale and Transfer of Purchased Shares. At the Closing and subject to the terms and conditions set forth in this Agreement, the Stockholders shall sell, transfer, convey, assign and deliver to Parent, and Parent shall repurchase and acquire from the Stockholders, the Purchased Shares, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Purchased Shares but excluding any restrictions or limitations under applicable law (collectively, "Liens"). The purchase price to be paid to each Stockholder at the Closing in exchange for such Stockholder's Purchased Shares is an amount in cash per share equal to the sum of (i) the product of (A) $64.00 (the approximate average closing price per share of Parent Common Stock on the NYSE for the 30 trading days ending September 29, 2005) and (B) the number of shares of Parent Common Stock into which such Purchased Share is convertible as of (and including) September 30, 2005 plus (ii) an amount equal to the amount of dividends that would have accrued on such Purchased Share from and after October 1, 2005 through and including the earlier of (A) the Closing Date and (B) January 3, 2006 had the parties not entered into this Agreement (such sum of (i) and (ii), the "Purchase Price"); provided, however, that if the Closing occurs after January 3, 2006, the Purchase Price will increase by an amount equal to the weighted average annual interest rate with respect to Parent's or its Affiliates' high-yield notes issued in connection with the Financing (and if no such securities are issued, the average interest rate on the Dow Jones CDX US High Yield index as reported on Bloomberg for the 30 trading days immediately prior to the Closing Date) based on the number of days elapsed after January 3, 2006 through and including the Closing Date and a 360-day year. The aggregate Purchase Price to be paid to each Stockholder in exchange for such Stockholder's Purchased Shares is referred to herein as the "Specified Purchase Price." The Specified Purchase Price with respect to each Stockholder shall be paid by wire transfer of immediately available funds to the account(s) designated by the Stockholders. For the avoidance of doubt, the parties hereby acknowledge and agree that, as of September 30, 2005, (1) the Convertible Preferred Amount (as defined in the Certificate of Designations), which includes all dividends that accrued on the Preferred Stock to such date, was $124,630,175 and (2) the Preferred Stock was convertible by the Stockholders (excluding fractional shares) into an aggregate of 5,182,125 shares of Parent Common Stock. Illustrations of how the Purchase Price would be calculated on hypothetical Closing Dates is attached hereto as Schedule 2.1. Section 2.2. Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 2.3, the closing of the sale of the Purchased Shares (the "Closing") shall take place at the offices of Jones Day, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 on the earliest of (i) a date specified by Parent, which shall be after January 3, 2006 and no earlier than five business days after notice to the Stockholders, (ii) the Effective Time, (iii) if the Merger Agreement is terminated, the earlier of (A) a date specified by Parent, which shall be no earlier than five business days after notice to the Stockholders, and (B) 30 days following termination of the Merger Agreement or (iv) the earlier of (A) July 15, 2006 and (B) 15 days after the outside termination date in the Merger Agreement (the earlier of (A) and (B) is referred to herein as the "Outside Date"), or at such other time and/or place as shall be mutually agreed upon by Parent and the Stockholders. The date upon which the Closing occurs is referred to herein as the "Closing Date. Section 2.3. Conditions to the Closing. (a) Parent. The obligation of Parent to purchase the Purchased Shares at the Closing is subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing: (i) Representations and Warranties; Covenants. The representations and warranties of the Stockholders contained in this Agreement shall be true and correct in all material respects (disregarding for these purposes any materiality, material adverse effect or corollary qualifications contained therein) on and as of the date of this Agreement and on and as of the Closing with the same effect as though made on and as of such date, and the Stockholders shall have in all material respects performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement to be performed by the Stockholders at or prior to the Closing. (ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby. (iii) Stock Certificates and Stock Powers. Parent shall have received stock certificates representing the Purchased Shares owned by the Stockholders with duly executed stock powers attached for transfer to Parent. (iv) Resignation of Directors. The members of Parent's board of directors designated by the Stockholders pursuant to the Certificate of Designations or otherwise shall have submitted letters of resignation to Parent and the Parent board of directors. (v) Stockholders' Officer Certificates. Parent shall have received a certificate from each Stockholder, in form and substance reasonably satisfactory to Parent, dated as of the Closing, duly executed by an authorized signatory of each such Stockholder, certifying that the conditions set forth in Section 2.3(a)(i) and (ii) have been satisfied. (b) The Stockholders. The obligation of each Stockholder to sell the Purchased Shares at the Closing is subject to the satisfaction or waiver of each of the following conditions at or prior to the Closing: (i) Representations and Warranties; Covenants. The representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects (disregarding for these purposes any materiality, Material Adverse Effect or corollary qualifications contained therein) on and as of the date of this Agreement and on and as of the Closing with the same effect as though made on and as of such date, and Parent shall have in all material respects performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement to be performed by Parent at or prior to the Closing. (ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby. (iii) Payment of the Specified Purchase Price. Such Stockholder shall have received payment of the Specified Purchase Price by bank wire transfer to an account or accounts designated in writing for this purpose by such Stockholder to Parent at least two business days prior to the Closing. (iv) Parent's Officer Certificate. The Stockholders shall have received a certificate from Parent, in form and substance reasonably satisfactory to the Stockholders, dated as of the Closing, duly executed by an authorized officer of Parent, certifying that the conditions set forth in Section 2.3(b)(i) and (ii) have been satisfied. ARTICLE III ADDITIONAL AGREEMENTS OF THE PARTIES Section 3.1. Disclosure. Each Stockholder hereby agrees to permit Parent to publish and disclose in the Form S-4 and the Joint Proxy Statement (including all documents and schedules filed with the SEC), and any press release or other disclosure document that Parent determines to be necessary or desirable in connection with the repurchase of the Purchased Shares hereunder, the Merger and any transactions related thereto, such Stockholder's identity and ownership of Parent Securities and the nature of its representations, warranties and covenants in this Agreement. Parent will provide the Stockholders with a copy of any proposed disclosure and will provide the Stockholders with a reasonable opportunity to comment thereon. Section 3.2. Voting of Securities. During the period commencing on the date hereof and continuing until the earliest of (a) the Effective Time, (b) termination of the Merger Agreement in accordance with its terms and (c) termination of this Agreement (the "Support Period"), at the Parent Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances (including any other annual or special meeting of the stockholders of Parent, any action by prior written consent or any separate class vote) in which a vote, consent or other approval with respect to the issuance of shares of Parent Common Stock in the Merger or otherwise in connection with the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including any separate class vote of any Securities, each Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted (in person, by proxy or otherwise) all of such Stockholder's Securities entitled to vote thereon and held by such Stockholder at the time of such vote (i) in favor of (A) the issuance of shares of Parent Common Stock in the Merger and (B) if applicable, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and (ii) against (A) any other Acquisition Proposal (whether or not a Superior Proposal) with respect to Parent, (B) any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Parent or any of its subsidiaries that is in competition or inconsistent with the adoption of the Merger Agreement, or any proposal to effect the foregoing that is made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (C) any liquidation or winding up of Parent, (D) any extraordinary dividend by Parent (other than the payment of any cash dividend that Parent is expressly permitted to make under the Merger Agreement) and (E) any change in the capital structure of Parent (other than any change in capital structure resulting from the Merger or expressly permitted under the Merger Agreement). Neither the foregoing agreements of the Stockholders to vote, nor any such actual vote by the Stockholders, shall be or be deemed to be a waiver of any rights the Stockholders have pursuant to the Purchase Agreement or the Certificate of Designations nor shall any such vote or agreement to vote constitute or be deemed to constitute any consent, waiver, acknowledgement or agreement with respect to any of the matters described in the second sentence of Section 6.1. Section 3.3. Restriction on Transfer; Agreement Not to Convert. (a) During the period commencing on the date hereof and continuing until the first to occur of (i) the Closing and (ii) the termination of this Agreement in accordance with its terms, each Stockholder agrees that it will not, directly or indirectly, transfer, or enter into any contract, option or other arrangement or understanding with respect to or consent to the transfer of, any or all of the Securities, except as otherwise provided in this Agreement or to Parent. (b) During the period commencing on the date hereof and continuing until the Closing or earlier termination of this Agreement pursuant to Section 5.1, each Stockholder agrees that it will not convert any shares of Preferred Stock into shares of Parent Common Stock. Section 3.4. No Solicitation. (a) Each Stockholder will not, and such Stockholder will direct and use its reasonable best efforts to cause its officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly, take any action to solicit, initiate or knowingly encourage or facilitate the making of any Acquisition Proposal or any inquiry with respect thereto or engage in discussions or negotiations with any Person with respect thereto, or disclose any nonpublic information or afford access to books or records to, any Person that has made, or to the Stockholder's knowledge is considering making, any Acquisition Proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal, or propose publicly or agree to do any of the foregoing relating to an Acquisition Proposal. (b) It is understood that any violation of the restrictions set forth in this Section 3.4 by any officer, director, employee, investment banker, consultant, attorney, accountant, agent or other representative of such Stockholder, at the direction or with the consent of such Stockholder, will be deemed to be a breach of this Section 3.4 by such Stockholder. (c) Nothing in this Agreement will be deemed to require any Stockholder or representative of any Stockholder who is also a member of Parent's board of directors to take any action or refrain from taking any action in his or her capacity as a member of the board of directors to the extent such action is permitted by Section 6.10 of the Merger Agreement. (d) The provisions of Sections 3.4(a), (b) and (c) will remain in effect only during the Support Period and nothing herein will prevent the Stockholders from participating in discussions, negotiations or furnishing information with respect to an Acquisition Proposal if Parent would be permitted to participate in such discussions, negotiations or furnish such information pursuant to the terms and conditions of the Merger Agreement. (e) Notwithstanding the forgoing, nothing in this Agreement shall prohibit Goldman, Sachs & Co. and its Affiliates (other than the Stockholders) from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and/or other activities conducted in the ordinary course of business. Section 3.5. Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants to, Parent that prior to the termination of this Agreement, such Stockholder will not request that Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities, unless such transfer is made in compliance with this Agreement. (b) In the event of a stock dividend or distribution, or any change in Parent Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms "Parent Common Stock" and "Securities" will be deemed to refer to and include the shares of Parent Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement. (c) Each Stockholder agrees that it will promptly after the date hereof surrender to Parent all certificates representing the Preferred Stock and the Warrants, and Parent will place the following legend on such certificates and the Warrants in addition to any other legend required thereon: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A STOCK PURCHASE AND SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF R.H. DONNELLEY CORPORATION SIGNATORY THERETO." (d) Promptly (but in any event not later than five Business Days) following the termination of this Agreement, if applicable, Parent will issue replacement certificates or Warrants without the foregoing legend to the relevant Stockholder. (e) Promptly (but in any event not later than five Business Days) following the Closing, Parent will issue replacement Warrants to the Stockholders without the legend currently endorsed on the Warrants with respect to the transfer conditions contained thereon. Section 3.6. Waiver of Redemption of Preferred Stock. Prior to the termination of this Agreement, Parent irrevocably and unconditionally waives any right to call for a redemption of the Preferred Stock or to deliver a redemption notice pursuant to Sections 5(a) and 6(a) of the Certificate of Designations. Section 3.7. Waiver and Modification of Rights Under Certificate of Designations. Each of the Stockholders agrees and acknowledges that dividends payable on the Preferred Stock pursuant to Section 3 of the Certificate of Designations shall cease to accrue on and after October 1, 2005; provided, however, that if this Agreement is terminated, then dividends shall be deemed to have accrued from and after September 30, 2005 through and including the effective date of such termination (the "Termination Date") as currently provided in Section 3 of the Certificate of Designations as if the parties hereto had not agreed to the waiver and modifications set forth in this Section 3.7 and, thereafter, dividends shall accrue on the Preferred Stock from and after the Termination Date as currently provided in Section 3 of the Certificate of Designations as if the parties hereto had not agreed to the waiver and modifications set forth in this Section 3.7. The parties agree and acknowledge that any dividends or other amounts payable on or with respect to the Preferred Stock for any period subsequent to September 30, 2005 may, at Parent's election, be paid in cash, or allowed to accrue pursuant to Section 3 of the Certificate of Designations, provided that no such cash dividends may be paid by Parent other than following termination of this Agreement. For the avoidance of doubt, in the event this Agreement is terminated, with respect to any period subsequent to September 30, 2005, in no event shall any Stockholder be entitled to receive both (i) dividends on the Preferred Stock as provided in Section 3 of the Certificate of Designations and (ii) any additional amounts payable with respect to the Preferred Stock as contemplated by (A) clause (ii) of the second sentence of Section 2.1 of this Agreement and (B) the proviso to such sentence. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1. Representations and Warranties of Parent. Parent represents and warrants to, and agrees with, the Stockholders on the date hereof and at and as of the Closing as follows: (a) Organization; Authorization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the Merger Agreement and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Merger Agreement and the performance by Parent of its covenants and agreements under this Agreement and the Merger Agreement have been duly and validly authorized by the board of directors of Parent, and no other corporate proceedings on the part of Parent (including, without limitation, any stockholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement or the consummation of the transactions contemplated hereby and thereby, except as contemplated by the Merger Agreement. This Agreement and the Merger Agreement have been duly executed and delivered by Parent and constitute the valid and binding agreement of Parent, enforceable against Parent in accordance with their terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) No Conflicts. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the transactions contemplated by this Agreement or the Merger Agreement will (i) conflict with or result in any breach of any provision of the incorporation documents or by-laws of Parent or any of its subsidiaries (after giving effect to the transactions contemplated by the Merger Agreement, including, without limitation, the amendment to the by-laws contemplated thereby), (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any court, department, body, board, bureau, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign ("Governmental Entity"), (iii) violate, conflict with or result in a default (or any event that, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any (A) note, mortgage, indenture, credit agreement, other evidence of indebtedness or guarantee or (B) license, agreement, lease or other contract, instrument or obligation, to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their respective assets may be bound or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to Parent or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii) such requirements, violations, conflicts, defaults or rights that would not, individually or in the aggregate, constitute a Material Adverse Effect or with respect to which consents or waivers are required to be obtained to consummate the Merger and the transactions contemplated by the Merger Agreement. (c) Solvency. Parent is not, and after giving effect to any financing obtained by Parent or its Affiliates in connection with the consummation of the transactions contemplated by this Agreement or the Merger Agreement (the "Financing"), the Merger and the transactions contemplated by the Merger Agreement, and the purchase of the Purchased Shares, will not be, insolvent within the meaning of Title 11 of the United States Code, the DGCL or the General Laws of the State of New York. (d) No Other Representation. Except for the representations of Parent contained in this Agreement, Parent makes no other representation or warranties, express or implied. Section 4.2. Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to, and agrees with, Parent on the date hereof and at and as of the Closing as follows: (a) Organization; Authorization. Such Stockholder is a limited partnership duly organized and validly existing under the laws of the state or country of its jurisdiction of formation. Such Stockholder has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement and the performance by such Stockholder of its covenants and agreements under this Agreement have been duly and validly authorized by the general partner of such Stockholder, and no further proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes, or as of the Closing will constitute, the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the organization documents or by-laws of such Stockholder, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, (iii) violate, conflict with or result in a default (or any event that, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder, excluding from the foregoing clauses (ii) and (iii) such requirements, violations, conflicts, defaults or rights that would not adversely affect the ability of such Stockholder to consummate the transactions contemplated by this Agreement. (c) Purchased Shares and Interest. Such Stockholder is the sole record and beneficial owner of the Preferred Stock owned by such Stockholder as set forth opposite such Stockholder's name on Schedule A attached hereto under the caption "Shares of Preferred Stock Beneficially Owned" and has good and marketable title to such Preferred Stock, free and clear of any Liens. No Stockholder owns any shares of Preferred Stock or any other Securities of Parent except for the Preferred Stock set forth on Schedule A and the Warrants. (d) No Other Representation. Except for the representations of such Stockholder contained in this Agreement, such Stockholder makes no other representation or warranties, express or implied. ARTICLE V TERMINATION Section 5.1. Termination. This Agreement may be terminated on or any time prior to the Closing: (a) by mutual written consent of each of the Stockholders and Parent; (b) by the Stockholders if the Closing shall not have occurred prior to the Outside Date, unless the failure of such occurrence shall be due to the failure by the Stockholders seeking to terminate this Agreement to perform or observe any agreement set forth herein required to be performed or observed by the Stockholders on or before the Closing; (c) by either Parent or the Stockholders if the other party breaches any of its representations, warranties or covenants contained in this Agreement in any material respect and such breach is not cured within 10 days after receipt by the breaching party of written notice of such breach from the non-breaching party; or (d) by Parent or the Stockholders if a Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement. Section 5.2. Effect of Termination. In the event of the termination of this Agreement as provided in Section 5.1, all obligations and agreements of the parties set forth in this Agreement shall forthwith become void except for Section 3.7, this Section 5.2 and Sections 6.2 - 6.15 (which, in each case, shall remain in full force and effect) and there shall be no liability or obligation on the part of the parties hereto except as otherwise provided in this Agreement. Notwithstanding the foregoing, the termination of this Agreement under Section 5.1 shall not relieve either party of any liability for breach of this Agreement prior to the date of termination. ARTICLE VI MISCELLANEOUS Section 6.1. Taking of Necessary Action; Consent and Waiver. Each of the parties hereto shall use its reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, in the case of Parent, (x) using reasonable best efforts to cause the Merger to be successfully completed, and for such purpose, at the reasonable request of the other party, will, without further consideration, promptly execute and deliver, or cause to be executed and delivered, to the other party such other instruments in addition to those required by this Agreement, in form and substance satisfactory to the other party and (y) taking all actions as may be necessary to assure that Parent has adequate surplus available under applicable law to consummate the transactions contemplated hereby, including, without limitation, revaluing assets to the extent necessary. Pursuant to Sections 4.04 and 8.02 of the Purchase Agreement and the Certificate of Designations, the Stockholders hereby (a) consent to the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, (i) the Merger, (ii) the repurchase of the Purchased Shares, (iii) the Financing, (iv) the amendment and restatement of Parent's bylaws as contemplated by the Merger Agreement, (v) the increase in size, and changes in composition, of Parent's board of directors as contemplated by the Merger Agreement (which the Stockholders agree and acknowledge that the election of such Persons to Parent's board of directors shall satisfy any rights that the Stockholders have to designate members of Parent's board of directors pursuant to the Certificate of Designations or otherwise) and (vi) the amendment of the Rights Agreement as contemplated by the Merger Agreement, (b) waive any right of first refusal in connection with the issuance of shares of Parent Common Stock in the Merger and (c) agree and acknowledge that (i) none of the antidilution, price protection or other Conversion Price (as such term is defined in the Certificate of Designations) adjustment provisions of Section 9 of the Certificate of Designations shall apply in connection with the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, the issuance of shares of Parent Common Stock in the Merger and (ii) the consummation of (A) the Merger and the other transactions contemplated by the Merger Agreement shall not constitute a "Change in Control" under the Certificate of Designations and (B) the repurchase of the Purchased Shares by Parent pursuant to this Agreement is in lieu of any rights that such Stockholder may have to require Parent to redeem the Preferred Stock pursuant to the Certificate of Designations or otherwise. Parent agrees and acknowledges that the foregoing consents, waivers, agreements and acknowledgments by each Stockholder are expressly conditioned on Parent's agreement to purchase the Preferred Shares in accordance with the terms of this Agreement, and shall be ineffective (and deemed not to have been given on the date hereof) if Parent fails to consummate the purchase of the Preferred Shares at the Closing. Section 6.2. Expenses; Transfer Taxes. Each party hereto will bear the legal, accounting and other expenses incurred by such party in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and thereby. All sales, transfer, recordation and documentary taxes and fees that may be payable in connection with the transactions contemplated by this Agreement will be borne by Parent. Section 6.3. Entire Agreement; Amendments; Waivers. This Agreement and the agreements, certificates and documents referred to herein and therein set forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. No investigation by the Stockholders or Parent prior to or after the date hereof shall stop or prevent the Stockholders from exercising any right hereunder or be deemed to be a waiver of any such right. Section 6.4. Counterparts. This 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 one and the same documents. Section 6.5. Governing Law. This 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. Section 6.6. Public Announcements. Subject to Section 3.1 and except with respect to the initial public announcement that Parent has entered into the Merger Agreement and the transactions contemplated thereby, including, without limitation, this Agreement, each of the parties hereto agrees to hold in strict confidence and not to publicly disclose the status of any discussions or relations between the parties with respect to the subject matter of this Agreement, or any of the terms or conditions of this Agreement, except to the extent that (i) the parties mutually agree to publicly disclose such information or (ii) any party is legally required (whether by federal securities laws, the rules of any stock exchange or otherwise) to disclose such information; provided, however, that in each case, the disclosing party shall consult with the non-disclosing party prior to making any such disclosure and shall give the non-disclosing party a reasonable opportunity to comment on the content of such disclosure. Section 6.7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, by facsimile or sent by overnight courier as follows: If to the Stockholders, to: 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 Phone: (212) 902-1000 Fax: (212) 357-5505 Attention: Mr. Stuart Katz Attention: Ben Adler, Esq. with a copy to (which shall not constitute notice): Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Phone: (212) 859-8000 Fax: (212) 859-8586 Attention: David N. Shine, Esq. If to Parent, to: R.H. Donnelley Corporation 1001 Winstead Drive Cary, North Carolina 27513 Phone: (919) 297-1600 Fax: (919) 297-1518 Attention: Robert J. Bush, Esq with a copy to (which shall not constitute notice): Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 Phone: (216) 586-3939 Fax: (216) 579-0212 Attention: Thomas C. Daniels, Esq. or to such other address or addresses as shall be designated in writing. All notices shall be effective when received. Section 6.8. Successors and Assigns. The terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Parent may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Stockholders, provided that, after the Closing, subject to applicable law, Parent may assign its rights under this Agreement in whole or in part to any of its Affiliates, but no such assignment shall relieve Parent of its obligations hereunder. No Stockholder may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of Parent. Any purported assignment in violation of this Section 6.8 shall be void. Section 6.9. Jurisdiction; Waiver of Jury Trial. The state and federal courts located in the State of New York in New York County shall have jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this Agreement and, by execution and delivery of this Agreement, each of the parties to this 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 6.7) or any other manner permitted by law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY DISPUTE WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 6.10. Captions; References. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. Unless otherwise indicated, all references to Articles, Sections, subsections or Schedules in this Agreement refer to the Articles, Sections, subsections and clauses of, and the Schedules to, this Agreement. Section 6.11. Schedules. The Schedules attached to this Agreement are incorporated herein and will be part of this Agreement for all purposes. Section 6.12. Third Parties. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than Parent and the Stockholders and their respective Affiliates any rights or remedies under or by reason of this Agreement and no such other Person shall be a third party beneficiary of any of the provisions hereof. Section 6.13. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part or parts which may, for any reason, be hereafter declared invalid. Section 6.14. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Section 6.15. Survival; Indemnification. (a) Survival. Subject to Article V, the representations, warranties, covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing. In the case of the representations and warranties made by the Stockholders in this Agreement, such representations and warranties are being made severally and not jointly by such Stockholders. (b) Indemnification by Parent. From and after the Closing, Parent agrees to indemnify, defend and hold harmless the Stockholders, their Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Stockholder Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses (other than any of the foregoing resulting from tax liabilities incurred by any of the Stockholders), including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Stockholder Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by Parent in this Agreement, (ii) any breach of any covenant, agreement or obligation of Parent contained in this Agreement or (iii) any actual or threatened claim, litigation, action, suit, investigation or proceeding by any Person (other than a Stockholder Indemnitee) in connection with the (A) transactions contemplated hereby or by the Merger Agreement, or by any documents executed in connection therewith, or (B) negotiation, execution, delivery and performance of this Agreement, the Merger Agreement or any documents executed in connection therewith. Any payments made by Parent to a Stockholder under this Section 6.15 shall be considered an increase to such Stockholder's Specified Purchase Price. (c) Indemnification by the Stockholders. From and after the Closing, the Stockholders, severally in proportion to their respective holdings of Preferred Stock, agree to indemnify, defend and hold harmless Parent, its other Affiliates, and their officers, directors, partners, employees, agents, representatives, successors and any assigns of any of the foregoing ("Parent Indemnitees") against all claims, losses, liabilities, damages, interest and penalties, costs and expenses, including, without limitation, losses resulting from the defense, settlement or compromise of a claim, action, suit, investigation, subpoena or other compulsion of testimony, or proceeding, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder incurred by any of the Parent Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Stockholders in this Agreement or (ii) any breach of any covenant, agreement or obligation of the Stockholders contained in this Agreement. Section 6.16. Termination of Purchase Agreement; No Further Rights. Each of the Stockholders hereby acknowledges and agrees that immediately following the Closing (a) the Purchase Agreement shall terminate and be null and void and of no further force or effect without any further action of the parties, (b) none of the Stockholders will have any further rights to designate any directors of Parent or veto any corporate action as provided in the Purchase Agreement or otherwise, (c) the Registration Rights Agreement, dated November 25, 2002, among Parent and the Stockholders shall terminate upon the Closing and be null and void and of no further force or effect without any further action of the parties, and, following the Closing, none of the Stockholders shall have any registration rights with respect to any Securities of Parent, including, without limitation, the Warrants or any shares of Parent Common Stock that may be issued or issuable upon exercise of the Warrants (or issued or distributed in respect of such shares of Parent Common Stock by way of stock dividend or stock split or other distribution, recapitalization, reclassification, merger, consolidation or otherwise), and (d) Parent may take such actions as it deems necessary, desirable or appropriate following the Closing to cancel or otherwise terminate the Certificate of Designations. (Signatures are on the following pages.) IN WITNESS WHEREOF, this Agreement has been executed by the respective duly authorized officers of the parties hereto, all as of the date first above written. R.H. DONNELLEY CORPORATION By: /s/ Robert J. Bush ----------------------------------------- Name: Robert J. Bush Title: Vice President and General Counsel R.H. DONNELLEY INC. By: /s/ Robert J. Bush ----------------------------------------- Name: Robert J. Bush Title: Vice President and General Counsel GS CAPITAL PARTNERS 2000, L.P. By: GS Advisors 2000, L.L.C. Its General Partner By: /s/ Stuart Katz ----------------------------------------- Name: Stuart Katz Title: Vice President GS CAPITAL PARTNERS 2000 OFFSHORE, L.P. By: GS Advisors 2000, L.L.C. Its General Partner By: /s/ Stuart Katz ----------------------------------------- Name: Stuart Katz Title: Vice President GS CAPITAL PARTNERS 2000 GmbH & CO. BETEILIGUNGS KG By: Goldman Sachs Management GP GmbH Its General Partner By: /s/ Stuart Katz ----------------------------------------- Name: Stuart Katz Title: Vice President GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P. By: GS Employee Funds 2000 GP, L.L.C. Its General Partner By: /s/ Stuart Katz ----------------------------------------- Name: Stuart Katz Title: Vice President GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P. By: GS Employee Funds 2000 GP, L.L.C. Its General Partner By: /s/ Stuart Katz ----------------------------------------- Name: Stuart Katz Title: Vice President SCHEDULE A ---------- STOCKHOLDERS Shares of Preferred Stock Beneficially ------------ Stockholder Owned ----------- ----- GS Capital Partners 2000, L.P. 55,313 GS Capital Partners 2000 20,098 Offshore, L.P. GS Capital Partners 2000 GmbH & 2,311 Co. Beteiligungs KG GS Capital Partners 2000 17,564 Employee Fund, L.P. Goldman Sachs Direct Investment 5,015 Fund 2000, L.P. -----END PRIVACY-ENHANCED MESSAGE-----