10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark one)

(X)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
(   )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                  

Commission file number 001-07155

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	13-2740040
(State of Incorporation)	(IRS Employer Identification No.)
One Manhattanville Road, Purchase, N.Y	10577
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(914) 933-6400
Securities registered pursuant to Section 12(b) of the Act:
Title of Class	Name of Exchange on Which Registered
Common Stock, par value $1 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ X ]

Indicate by check mark if the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes [ X ] No [ ]

(continued)

The aggregate market value at June 28, 2002, the last day of our most recently completed second quarter, of shares of the Registrant’s common stock (based upon the closing price per share of $27.97 of such stock on The New York Stock Exchange on such date) held by non-affiliates of the Registrant was approximately $827,341,000. For purposes of this calculation, only those shares held by directors and executive officers of the Registrant have been excluded as held by affiliates. The aggregate market value at March 6, 2003 of shares of the Registrant’s common stock (based upon the closing price per share of $30.10 of such stock on The New York Stock Exchange on such date) held by non-affiliates of the Registrant was approximately $916,247,000. For purposes of this calculation, only those shares held by directors and executive officers of the Registrant and shares beneficially owned by The Goldman Sachs Group, Inc., have been excluded as held by affiliates. Such exclusion should not be deemed a determination or an admission by the Registrant that such individuals or entities are, in fact, affiliates of the Registrant. At March 6, 2003, there were 30,500,983 outstanding shares of the Registrant’s common stock, not including any shares of common stock beneficially owned by The Goldman Sachs Group, Inc., only 58 shares of which are outstanding.

Commission file number 333-59287

R.H. DONNELLEY INC. *

(Exact name of registrant as specified in its charter)

Delaware	36-2467635
(State of Incorporation)	(IRS Employer Identification No.)
One Manhattanville Road, Purchase, N.Y	10577
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(914) 933-6400

* R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. meets the conditions set forth in General Instructions I 1(a) and (b) of Form 10-K and is therefore filing this report with respect to R.H. Donnelley Inc. with the reduced disclosure format. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 91/8% Senior Subordinated Notes. As of March 18, 2003, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

Documents Incorporated By Reference

Part III
Item 10	Directors and Executive Officers of the Registrant	Information responsive to this Item can be found under the captions “Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement to be filed with the Commission on or about March 25, 2003.
Item 11	Executive Compensation	Information responsive to this Item can be found under the caption “Director and Executive Compensation” in the Company’s Proxy Statement to be filed with the Commission on or about March 25, 2003.
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	Information responsive to this Item can be found under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement to be filed with the Commission on or about March 25, 2003.
Item 13	Certain Relationships and Related Transactions	Information responsive to this Item can be found under the caption “Director and Executive Compensation – Compensation Committee Interlocks and Insider Participation; Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement to be filed with the Commission on or about March 25, 2003.

2

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
R.H. DONNELLEY CORPORATION CONSOLIDATED BALANCE SHEETS
R.H. DONNELLEY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
R.H. DONNELLEY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
R.H. DONNELLEY CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
R.H. DONNELLEY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
DONTECH COMBINED BALANCE SHEETS
DONTECH COMBINED STATEMENTS OF OPERATIONS
DONTECH COMBINED STATEMENTS OF CASH FLOWS
DONTECH COMBINED STATEMENTS OF PARTNERS’ CAPITAL
DONTECH NOTES TO COMBINED FINANCIAL STATEMENTS
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. CONTROLS AND PROCEDURES
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
SIGNATURES
CERTIFICATIONS
CERTIFICATIONS
CERTIFICATIONS
CERTIFICATIONS
EXHIBIT INDEX
INDENTURE: 8 7/8% SENIOR NOTES
SUPPLEMENTAL INDENTURE: 8 7/8% SENIOR NOTES
GUARANTEES: 8 7/8% SENIOR NOTES
INDENTURE: 10 7/8% SENIOR SUBORDINATED NOTES
SUPPLEMENTAL INDENTURE: 10 7/8% SENIOR SUB NOTES
GUARANTEES: 10 7/8% SENIOR SUBORDINATED NOTES
SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
CERTIFICATION OF CEO
CERTIFICATION OF CFO/SENIOR VICE PRESIDENT
CERTIFICATION OF CEO
CERTIFICATION OF CFO/SENIOR VICE PRESIDENT

PART I

ITEM 1. BUSINESS

Except where otherwise indicated, the terms “Company,” “Donnelley,” “we,” “us” and “our” refer to R.H. Donnelley Corporation and its direct and indirect wholly owned subsidiaries. R.H. Donnelley Inc. is our wholly owned direct subsidiary. Our executive offices are located at One Manhattanville Road, Purchase, NY 10577 and our telephone number is (914) 933-6400. Our Internet website address is www.rhd.com. We make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as practicable after we electronically file such material with, or furnish such material to, the United States Securities and Exchange Commission (“SEC”). Our filings can also be obtained from the SEC website at www.sec.gov or by calling toll free the SEC Office of Public Reference at (800) 942-8090. However, the information found on our website or the SEC website is not part of this annual report.

On January 3, 2003, we acquired all the outstanding common stock of Sprint Corporation’s directory publishing business, Sprint Publishing & Advertising (“SPA”). See “Significant Business Development” below. As a result, commencing in 2003 our operating and financial results will no longer reflect sales commissions or pre-press fees from or other transactions with SPA since these intercompany transactions will be eliminated in consolidation. Rather, we will report the full value of advertising sales and certain direct costs under the deferral and amortization method. In order to facilitate discussion of our historical results as opposed to our future results, we use the past tense when referring to operating and financial results for the years 2000 through 2002.

The DonTech Partnership (“DonTech”), our 50/50 perpetual partnership with an affiliate of SBC Communications Inc. (“SBC”), remains unchanged following the SPA transaction and our financial presentation of DonTech will appear consistently in both historical and future periods.

Significant Business Development

We acquired all the outstanding common stock of SPA for $2,213.5 million in cash, after a preliminary working capital adjustment. The purchase price is subject to a final working capital adjustment. SPA is the publisher of 260 revenue-generating yellow pages directories in 18 states. Prior to this acquisition, we acted as a sales agent and pre-press publishing vendor for SPA for 44 of these directories in 4 states. The acquisition transforms the Company from a sales agent and pre-press vendor into a leading publisher of yellow pages directories.

To finance the acquisition, we entered into a new $1,525 million Senior Secured Credit Facility (“Credit Facility”), consisting of a $500 million tranche A term loan (“Term Loan A”), a $900 million tranche B term loan (“Term Loan B”) and a $125 million revolving credit facility (“Revolver”). We also issued $325 million 8 7/8% Senior Notes (the “8 7/8% Notes”) and $600 million 10 7/8% Senior Subordinated Notes (“10 7/8% Notes” and collectively with the 8 7/8% Notes, the “Notes”). Finally, investment partnerships affiliated with The Goldman Sachs Group, Inc. (collectively, the “GS Funds”) purchased $200 million of our redeemable convertible cumulative preferred stock (“Preferred Stock”) and warrants to purchase 1,650,000 shares of our common stock.

To take advantage of favorable market conditions and to ensure the timely consummation of the SPA acquisition, we issued the Notes and borrowed the Term Loan B in December 2002. The total gross proceeds of $1,825 million were deposited and held in escrow pending the SPA acquisition closing. The GS Funds also invested an initial $70 million through the purchase of 70,000 shares of Preferred Stock and warrants to purchase 577,500 shares of our common stock in November 2002. This investment was a portion of their $200 million commitment. At the closing of the SPA acquisition, the GS Funds purchased the remaining $130 million of Preferred Stock and we borrowed the Term Loan A and $10 million under the Revolver. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for more information.

In connection with the SPA transaction, we entered into a directory services license agreement, a trademark license agreement and a non-competition agreement (collectively, the “Directory Services Agreements”) with Sprint Corporation and/or certain of its affiliates (“Sprint”). The directory services license agreement gives us the

3

exclusive right to produce, publish and distribute directories for Sprint in the markets where Sprint currently provides local telephone service. The trademark license agreement gives us the exclusive right to use certain Sprint trademarks, including the Sprint diamond logo, in those markets. The non-competition agreement prohibits Sprint from producing, publishing and distributing print directories or selling local advertising in those markets, with certain limited exceptions. These agreements are all interrelated and each has an initial term of 50 years, subject to earlier termination under specified circumstances.

Prior to the acquisition, we provided sales agency and pre-press publishing services to SPA. At December 31, 2002, we had an aggregate receivable of $43.3 million for commissions, pre-press publishing fees and priority distribution income from SPA. As a result of the acquisition, these receivables became intercompany items. Also, long-term liabilities at December 31, 2002 included an amount due to Sprint of $7.0 million, which we paid in cash at the closing.

The acquisition was accounted for as a purchase business combination. The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The results of the SPA business will be included in our consolidated results from and after the acquisition date. Accordingly, the operating results of SPA are not included in our audited financial statements at or for the year ended December 31, 2002.

Corporate Overview

We now publish 260 revenue-generating yellow pages directories in 18 states having a total circulation of more than 18 million, and serving approximately 160,000 local and 4,000 national advertisers and are the sixth largest directory publisher in the U.S. based on revenue. We have been in the yellow pages business in various capacities for over 100 years. Prior to the SPA acquisition, together with our business partners, we were one of the leading independent marketers of yellow pages advertising in the United States. Through DonTech, we continue to sell advertising for an additional 129 directories in Illinois and northwest Indiana with a total circulation of approximately 10 million, serving approximately 100,000 local advertisers.

Historical Overview of R.H. Donnelley

Through 2002, we were one of the leading independent marketers of yellow pages advertising in the United States. We sold advertising for more than 170 yellow pages directories with a total circulation of over 15 million, representing approximately $600 million of annual yellow pages advertising either directly through our own sales force on behalf of SPA, or indirectly through DonTech. Further, we provided pre-press publishing services for approximately 227 yellow pages directories, including all of the directories for which we then sold advertising.

We sold yellow pages advertising in certain markets in Florida, Nevada, North Carolina and Virginia under contractual agreements with affiliates of Sprint. We continue to sell yellow pages advertising in Illinois and northwest Indiana through DonTech. These relationships have allowed SBC and Sprint to benefit from our long-term presence in these markets, our yellow pages advertising sales and pre-press publishing expertise, our established infrastructure and our performance-focused, non-union employees. We, in turn, have benefited from the relationships with SBC and Sprint as SBC is the major incumbent telephone company in the Illinois and northwest Indiana markets and Sprint is the major incumbent telephone company in the Florida, Nevada, North Carolina and Virginia markets and one of two major incumbent telephone companies in the greater Orlando market.

Historical R.H. Donnelley Businesses

Our operations historically have been organized into two segments: Directory Advertising Services (“DAS”) and DonTech. The DAS segment included our sales agency relationship with Sprint and pre-press publishing services for a number of yellow pages publishers. DonTech contributes to consolidated earnings via a partnership distribution and revenue participation income. See Note 12 to the Consolidated Financial Statements in Item 8 for more information regarding our segments.

R.H. Donnelley’s Former Relationship with Sprint

Our relationship with Sprint began in 1980 when we began publishing telephone directories in certain markets in

4

North Carolina and Virginia for Central Telephone Company, which subsequently changed its name to Centel and was acquired by Sprint in 1993. The Sprint relationship was expanded in 1985 when we entered into the UniDon Partnership with United Telephone Company of Florida, presently a subsidiary of Sprint, to publish directories for United in the Central Florida market.

The relationship further expanded in 1988 when we entered into the CenDon Partnership (“CenDon”) with Centel to publish directories for Centel in certain markets in Florida, Nevada (notably Las Vegas), North Carolina and Virginia. The UniDon Partnership was replaced in 1994 with a sales agency agreement under which we became the exclusive sales agent for four Sprint directories in Central Florida. In 2000, the CenDon Partnership was restructured as a limited liability company under which we acted as the exclusive sales agent for 40 Sprint directories in the same CenDon markets. In 2002, our sales representatives sold approximately 39% of SPA’s local advertising sales under these agreements. SPA performed its own sales function in the remaining SPA markets. We have also provided pre-press publishing services for those yellow pages directories of Sprint that we sell advertising for under separate agreements. The sales agency agreement with CenDon was scheduled to expire in 2010 and the sales agency agreement for Central Florida was scheduled to expire in 2004.

R.H. Donnelley’s Relationship with SBC

Our relationship with telephone companies presently owned by SBC began in 1908. Since then, we have maintained a variety of contractual relationships with these telephone companies regarding directory publication and advertising sales. Under the current partnership agreement, DonTech is the exclusive sales agent in perpetuity for the 129 yellow pages directories published by SBC in Illinois and northwest Indiana. DonTech provides advertising sales services for these directories and earns a commission from SBC. Under our agreements with SBC, we have a 50% interest in the net profits of DonTech and receive revenue participation income directly from an affiliate of SBC. The amount of revenue participation income is based on a percentage of DonTech advertising sales and is earned and recognized when a sales contract is executed. Revenue participation income comprises approximately 80% to 85% of our total income related to DonTech. We also provide certain pre-press publishing services to SBC under a publishing services agreement that extends through 2008, and billing and support services under separate agreements that extend through 2005 and 2008, respectively.

We account for our investment in DonTech under the equity method and record our interest in the net profits of DonTech and revenue participation income as partnership and joint venture income. DonTech is considered a separate operating segment since, among other things, it has its own Board of Directors and the employees of DonTech, including its officers and managers, are not our employees. DonTech’s Board of Directors consists of six members, two members appointed by each partner and the two most senior officers of DonTech. Each partner has one voting member and one advisory, non-voting member and, in general, most major decisions are required to be made by the DonTech Board of Directors and require the affirmative vote of both voting directors.

Historical Overview of SPA

SPA produces 260 Sprint-branded revenue-generating directories in 18 states with an annual circulation of more than 18 million directories. SPA’s exclusive affiliation with Sprint significantly differentiates SPA from its competitors in the markets it serves. In connection with the acquisition, we entered into agreements that allow us to continue to use the names and logos presently used by SPA on the cover and spine of the directories that are distributed in Sprint’s local telephone service areas for a period of 50 years, subject to earlier termination under specified circumstances.

SPA History

SPA began its operations as DirectoriesAmerica, which was formed in March 1986 to publish telephone directories for the United Telephone operating companies (later renamed the Sprint-United telephone operating companies, and ultimately renamed Sprint Corporation). DirectoriesAmerica primarily managed United Telephone’s partnership with us and a separate relationship with L.M. Berry, which sold directory advertising in and produced directories for other United local telephone markets. In 1988, Sprint acquired two independent Chicago-based publishers and merged them into what eventually became SPA’s Midwest Operations Division. In October 1992, an agreement was signed with L.M. Berry to allow for the buyout of their sales agency agreement and the eventual transfer of

5

L.M. Berry sales and production functions and employees to SPA. Sprint acquired Centel Corporation in March 1993, and accordingly, SPA assumed management control of Centel and Centel’s partnership interest in CenDon. In 1995, the production employees from L.M. Berry transferred to SPA and were consolidated in Bristol, Tennessee along with the rest of the SPA production workforce. In June 1998, SPA acquired the 400-person Berry-Sprint sales force in order to assume control over the entire SPA-sold local sales channel. In June 2000, SPA completed the sale of the Midwest Operations Division to focus its business solely on its utility operations in Sprint markets.

R.H. Donnelley Post-Acquisition

The SPA acquisition transformed us from a directory sales agent and pre-press vendor into a leading publisher of yellow pages directories. In addition to the directories we publish, we will continue to receive revenue participation income and 50% of the net profits of DonTech. We generate revenue primarily from the sale of advertising in yellow and white pages, as well as revenue from specialty products such as covers, tabs and coupons.

Products and Services

We have two principal directory types: core books and community books. Core books generally cover large population areas such as Lee County, Florida. Most core books contain yellow pages, white pages and specialty sections such as area information, guides and government pages. Community books typically cover a sub-section of the area addressed by a core book. In Lee County, for example, there are four community books, Sanibel-Captiva Island, South Fort Myers, Cape Coral/North Fort Myers and Lehigh Acres, that together cover the majority of the core Lee County directory, but not the entire market. Community books also consist of yellow pages, white pages and specialty sections.

The table below details our principal revenue-generating product offerings.

Principal Products

Type	Description
Stylized listings for white and yellow pages	Listings appearing in-column consist of name, address and telephone number and are available in a variety of type styles and limited color
Trade items	Advertising space, designed to promote brand name of product or service, placed alphabetically within the column listings of the yellow pages
Space items	Advertising space sold in 1/2 inch increments appearing alphabetically within the column listings of the yellow pages
Display ads	Advertising placed within a heading by size and then by seniority — our ad sizes range from a quarter column to a double full page
Color	Various levels of color including spot-four color, enhanced color, process photo and hi-impact are available for display products
White page logos	Listings allowing space for illustrative art work

In addition to these principal products, we offer a broad range of specialty products that advertisers use to differentiate and enhance their display of information. An overview of our main revenue-generating specialty products follows:

Specialty Products

Type	Description
Cover products	Advertising sold on the front and back covers

6

Type	Description
Tabs	Full page advertising bound into the directory, offering front and back space printed on card stock with a tab protrusion
Ride-alongs	Advertisements placed inside the directory delivery bag
Blow-in cards	Loose postcard-like products inserted into directories
Guides (Internet, golf, menu, etc.)	Sections in the directories on a specific interest area with feature information and banner advertising

Internet-based Directory and Electronic Products

Although historically SPA has not offered advertisers any material Internet platform, we intend to market an Internet-based directory service to our advertisers. We view our Internet-based directory as a complement to our print directory product rather than as a stand-alone business. We intend to utilize our existing sales force and customer relationships to enable us to provide an electronic source of directory information. We intend to provide electronic products that offer local content to consumers, require little incremental effort by our sales force and utilize a low cost technical and production platform. The DonTech sales force currently offers the SBC Smart Pages Internet product.

We believe that increased usage of Internet-based directories will continue to support overall usage and advertising rates in the U.S. directory advertising industry. We will continue to explore new means to deliver our content to consumers.

Business Cycle Overview

All of our directories generally have a 12-month publication cycle except Las Vegas, which has a semi-annual cycle. Our business process generally spans 15 to 20 months from the beginning of the sales campaign to the end of a directory’s life and is comprised of several stages. The marketing stage is generally completed before the end of the first month. The sales stage begins once marketing is completed and depending on the size of the geographic area covered by a directory, generally runs through the following two to five months. The sales campaign closes approximately two months prior to publication. Production and printing are completed following sales and usually lasts two months. Finally, directories are distributed during the final publication month. Customer service as well as billing and collections stages are provided after distribution and throughout the 12-month (or 6-month in the case of Las Vegas) publication cycle.

Sales

As a result of the SPA acquisition, we have combined the separate SPA and Donnelley sales teams into a single sales organization. Sales are carried out internally through premise representatives, telephone representatives and letter renewals on the local level, and through national account managers who work with Certified Marketing Representatives (“CMRs”) serving national advertisers. We distinguish between national advertisers, which advertise in 20 or more directories and span three or more states with at least two different publishers from local advertisers, which are primarily small and medium-sized businesses located within our markets. In general, advertising from local advertisers account for approximately 85% of gross revenue while advertising from national advertisers account for approximately 15% of gross revenue.

Local Sales Organization

Our local sales efforts are managed through three sales channels: premise sales, telephone sales and letter renewal. Premise sales representatives conduct sales calls at customers’ business locations and typically handle higher dollar and more complex accounts. Telephone sales representatives handle lower dollar value accounts and conduct their sales over the phone. The final channel, letter renewal, is used to contact very low dollar value customers that have renewed their account for the same product for several years.

7

National Sales Organization

Our national sales channel is managed through our national sales department located in Overland Park, Kansas. The national sales department seeks to increase national directory revenues by developing and maintaining favorable relationships with CMRs who are the yellow pages media buyers for national advertisers. National account managers are the primary point of contact for all communication and business dealings between SPA and CMRs. SPA’s national account managers and national sales representatives are accountable for overall national revenue objectives.

Pre-press and Information Technology Management Services

Pre-press services include canvass and assignment preparation, graphics and ad composition, contract processing, database management and pagination. We provide one of the most comprehensive capabilities in the directory information industry, including tools and information to effectively conduct sales and marketing planning, sales management, sales compensation and customer service activities. Our information management and publishing systems are located primarily in facilities in Raleigh, North Carolina and in Bristol and Blountville, Tennessee, with additional services provided in a facility in Dunmore, Pennsylvania.

Printing & Distribution

All directories are printed by and we source all paper through our long-standing relationship with printing vendor R.R. Donnelley. We currently have two contracts for the printing of our directories with R.R. Donnelley that expire in December 2005 and December 2007. Although we share a common family heritage, no other common ownership or business relationship exists between R.R. Donnelley and us.

The delivery of directories is facilitated through outsourcing relationships with Product Development Corporation (“PDC”) and Special Directory Delivery Service (“SDDS”). Delivery methods utilized in both initial and secondary delivery to distribute directories to customers are selected based on factors such as cost, quality, geography, and customer need. Primary delivery methods include U.S. Postal Service and hand delivery and occasionally, we may also use UPS or other types of expedited delivery methods. Frequently, a combination of these methods is required to meet the needs of the marketplace.

SDDS is our principal secondary delivery vendor maintaining warehouses in Ohio, Florida and Nevada to stock inventory for secondary delivery to new residents and businesses that move into our local market areas following the completion of initial distribution of the directory in that area.

Competition

Yellow Pages Advertising Sales

The U.S. directory advertising industry is highly competitive. More than 240 independent publishers operating in the United States compete with regional bell operating company, or RBOC, directory publishers and other telephone utility publishers. In most markets, we compete with one or more yellow pages directory publishers, which are predominantly independent publishers. In some markets, we compete on a limited basis with RBOC directory publishers in adjacent markets. One of these publishers, Verizon Information Services, the directory business affiliated with Verizon Communications, Inc., has announced plans to publish directories and offer local Internet directory services in markets beyond where Verizon Communications offers local phone service, including in several SPA markets. Effectively, Verizon Information Services will be competing as an independent publisher in those markets. While no other RBOC or utility publisher has announced similar plans, no assurance can be given that other RBOC or utility publishers will not do so in the future. Many of these telephone utility publishers are larger than us and have greater financial resources than we have. No assurances can be given that we will be able to compete effectively with these other publishers for advertising sales or acquisitions in the future.

We also compete for advertising sales with other media, including newspapers, magazines, radio, direct mail, the Internet and television. Many of these competitors are larger than us and have greater financial resources than we have. Additionally, advances in technology have brought new participants, new products and new channels to the industry, including increasing use of electronic delivery of directory information as an advertising medium.

8

In addition, the Telecommunications Act of 1996, which effectively opened local telephone markets to increased competition, may adversely impact the market position of telephone utilities, including those with which we have relationships. Because the Telecommunications Act of 1996 has opened local telephone markets to increased competition, no assurances can be given that Sprint, or SBC will remain a dominant local telephone service provider in their local service areas. If Sprint were no longer a dominant local telephone service provider in any particular local service area, our license to be the exclusive publisher for Sprint in its markets and to use the Sprint brand name on our directories in those markets may not be as valuable as we presently anticipate, and we may not realize some of the anticipated benefits under our commercial arrangements with Sprint. If SBC were no longer the dominant local telephone service provider in any DonTech service areas, our income from the DonTech relationship would be adversely affected.

Internet

Since 1997, overall usage of printed yellow pages directories in the United States has declined, which we believe is in part a result of increased usage of Internet-based directory products. The yellow pages directory advertising business is subject to changes arising from developments in technology, including information distribution methods and users’ technological preferences. The use of the Internet by consumers as a means to transact commerce may result in new technologies being developed and services being provided that could compete with our products and services. Our growth and future financial performance may depend on our ability to develop and market new products and services and create new distribution channels, while enhancing existing products, services and distribution channels, in order to incorporate the latest technological advances and accommodate changing user preferences, including the use of the Internet.

Raw Materials

Our principal raw material is paper, which our printer currently purchases on our behalf at agreed upon prices. These prices are at or near the spot market price, as we do not currently have long-term purchase arrangements or commitments from paper mills or other outside suppliers. Accordingly, we are subject to price increases and delays in receiving this principal raw material. Further, changes in the supply of, or demand for, paper could affect delivery times and prices. Paper is one of our largest variable cost items and will account for approximately 10% to 15% of annual operating expenses. As conditions warrant, we may enter into longer term supply agreements in the future.

Intellectual Property

We own and control confidential information as well as a number of trade secrets, trademarks, service marks, trade names, copyrights and other intellectual property rights which, in the aggregate, are of material importance to our business. We believe that the “Donnelley” name and related names, marks and logos are, in the aggregate, material to our business. We are licensed to use certain technology and other intellectual property rights owned and controlled by others. As a result of the acquisition, we own an exclusive license to produce, publish, and distribute directories for Sprint in those markets where Sprint currently provides local telephone service. We also own the exclusive license to use Sprint’s brand, including Sprint’s diamond logo, on directories in those markets, and we acquired the “Best Red Yellow Pages” tagline and the “look and feel” trademarks previously used by SPA. Although we do not consider any individual trademark or other intellectual property to be material to our operations, we believe that the licenses we acquired are material, taken as a whole, to our business. We consider our trademarks, service marks, databases, software and other intellectual property to be proprietary and we rely on a combination of copyright, trademark, trade secret, non-disclosure and contract safeguards for protection. We also benefit from the use of both the phrase “yellow pages” and the walking fingers logo, which we believe to be in the public domain in the United States.

9

Employees

As of December 31, 2002, we had approximately 575 full-time employees. As a result of the acquisition, we presently have approximately 1,550 full-time employees. These numbers do not include the employees of DonTech, whom are not our employees. None of our employees are covered by collective bargaining agreements, and we consider relations with employees to be good.

Executive Officers of the Registrant

The following table sets forth information concerning the individuals who serve as executive officers of the Company as of March 6, 2003.

Name	Age		Position(s)
David C. Swanson Peter J. McDonald Steven M. Blondy George F. Bednarz Robert J. Bush Frank M. Colarusso William C. Drexler Debra M. Ryan		48 52 43 49 37 45 49 51	Chairman of the Board and Chief Executive Officer Senior Vice President and President, Donnelley Media Senior Vice President and Chief Financial Officer Vice President, Publishing and Information Technology Vice President, General Counsel and Corporate Secretary Vice President and Treasurer Vice President and Controller Vice President — Human Resources

The executive officers serve at the pleasure of the Board of Directors. We have been advised that there are no family relationships among any of the officers listed, and there is no arrangement or understanding among any of them and any other persons pursuant to which they were elected as an officer.

David C. Swanson has served as Chief Executive Officer since May 2002 and was appointed Chairman of the Board in December 2002. Prior to May 2002, Mr. Swanson served as President and Chief Operating Officer since December 2000. Prior to his appointment as President and Chief Operating Officer, Mr. Swanson served as President of Donnelley Directory Services since 1999 and was a Senior Vice President of the Company since 1998. Upon the spin-off of the Company from The Dun & Bradstreet Corporation (“D&B”) in June 1998, Mr. Swanson was appointed Executive Vice President-Corporate Strategy. Prior thereto, Mr. Swanson served as Executive Vice President and General Manager for Proprietary Operations from 1997, Executive Vice President Sales from 1995 and Vice President and General Manager of Cincinnati Operations from 1993.

Peter J. McDonald has served as Senior Vice President of the Company and President of Donnelley Media since September 2002. Mr. McDonald was a director of the Company between May 2001 and September 2002. Previously, Mr. McDonald served as President and Chief Executive Officer of SBC Directory Operations, a publisher of yellow pages directories from October 1999 to April 2000. He was President and Chief Executive Officer of Ameritech Publishing’s yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Mr. McDonald was President and Chief Executive Officer of DonTech from 1993 to 1994. Prior to that time, he served in a variety of sales positions at our Company, after beginning his career at National Telephone Directory Corporation. Mr. McDonald is also a past vice chairman of the Yellow Pages Publishers Association.

Steven M. Blondy has served as Senior Vice President and Chief Financial Officer since March 2002. Prior to joining the Company, Mr. Blondy served as Senior Vice President – Corporate Development for Young & Rubicam, Inc., a global marketing and communications company, from 1998 to 2000. Mr. Blondy also served as Executive Vice President and Chief Financial Officer for Poppe Tyson, a leading Internet and integrated marketing communications agency from 1996 to 1997. Mr. Blondy also served as Chief Financial Officer for Grundy Worldwide, an independent producer of television programs in Europe and Australia from 1994 to 1995. Prior to that, he spent 12 years in the investment banking industry with Chase Manhattan and Merrill Lynch.

George F. Bednarz has served as Vice President, Publishing and Information Technology since April 2001. Previously, he served as Vice President & General Manager – Publishing since 1999. Mr. Bednarz joined the Company in November 1995 to lead the start-up implementation of the Raleigh Information Center. Prior to joining

10

the Company, Mr. Bednarz spent 19 years at D&B, where he held executive positions of increasing responsibility in various functions.

Robert J. Bush has served as General Counsel since January 2001. During 2000, Mr. Bush served as Vice President and Corporate Secretary, having joined the Company in October 1999 as Assistant Vice President and Assistant General Counsel. Prior to joining the Company, Mr. Bush was Assistant General Counsel and Assistant Secretary at MIM Corporation, a pharmacy benefit management company, from 1998 to 1999 and an Associate at the New York offices of Jones, Day, Reavis & Pogue from 1993 to 1998.

Frank M. Colarusso has served as Vice President and Treasurer since June 1998. Prior to that, he was Assistant Treasurer of D&B since 1996. Mr. Colarusso joined D&B in 1986 and was named Manager, International Treasury Services in 1989 and Director of Corporate Finance in 1992. Prior to joining D&B, Mr. Colarusso held management positions at Texaco Inc. and Sperry Corporation.

William C. Drexler has served as Vice President and Controller since June 1999. Prior to that, Mr. Drexler served as Assistant Vice President of Finance since 1996. Mr. Drexler joined the Company in 1992 as Director of Accounting Operations. In 1995, he was named Director of Financial Planning for publishing and information services. Prior to joining the Company, Mr. Drexler held financial management positions of increasing responsibility with a number of manufacturing firms.

Debra M. Ryan has served as Vice President-Human Resources since January 2002. Prior to that, Ms. Ryan served as Assistant Vice President – Human Resources since 1992. Ms. Ryan joined the Company in 1973 as a sales representative and has held several management positions in the sales organization.

ITEM 2. PROPERTIES

After the acquisition and prior to giving effect to any potential facility consolidation, we conduct our publishing operations from one owned and three leased facilities with non-cancelable lease terms expiring at various dates through 2012. Our publishing facilities are located in a leased 55,000 square foot building in Raleigh, North Carolina, in an owned 25,000 square foot facility in Bristol, Tennessee and in a leased 42,000 square foot facility in Blountville, Tennessee. Our graphics center is located in a 20,000 square foot building in Dunmore, Pennsylvania. We lease 35,000 square feet for our corporate headquarters in Purchase, New York and 67,000 square feet of office space in Overland Park, Kansas. The lease of our corporate headquarters extends through 2011, but we have the option to cancel the lease in 2006 for a nominal fee. The lease on the Overland Park facility extends through April 2005 but both the landlord and we have the right to cancel the lease upon 180 days prior written notice. We also lease space for local sales offices, which are relatively small and have reasonably short terms. DonTech directly leases its own sales offices and corporate headquarters. We believe that our facilities are adequate for their current use.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal proceedings arising in the ordinary course of our business, as well as certain extraordinary litigation and tax matters described below. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record reserves in our consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

Based on our review of the latest information available, we believe our ultimate liability in connection with pending legal proceedings, including the extraordinary litigation and tax matters described below, will not have a material adverse effect on our results of operations, cash flows or financial position, as described further below.

In order to understand our potential exposure under the extraordinary litigation and tax matters described below under the captions “Information Resources, Inc.” and “Tax Matters,” you need to understand the relationship between us and The Dun & Bradstreet Corporation, and certain of its predecessors and affiliates that, through

11

various corporate reorganizations and contractual commitments, have assumed varying degrees of responsibility with respect to such matters.

In November 1996, the company then known as The Dun & Bradstreet Corporation (“D&B1”) separated (the “1996 Distribution”) through a spin-off into three separate public companies: D&B1, ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”). In June 1998, D&B1 separated (the “1998 Distribution”) through a spin-off into two separate public companies: D&B1, which changed its name to R.H. Donnelley Corporation (“Donnelley”), and a new company named The Dun & Bradstreet Corporation (“D&B2”). Later in 1998, Cognizant separated (the “Cognizant Distribution”) through a spin-off into two separate public companies: IMS Health Incorporated (“IMS”) and Nielsen Media Research, Inc. (“NMR”). In September 2000, D&B2 separated (the “2000 Distribution”) through a spin-off into two separate public companies: D&B2, which changed its name to Moody’s Corporation (“Moody’s”), and a new company named The Dun & Bradstreet Corporation (“D&B3,” and together with D&B1 and D&B2, also referred to elsewhere in this Form 10-K as “D&B”). As a result of the form of our separation from D&B, we are the corporate successor of, and technically the defendant and taxpayer referred to below as D&B.

Rockland Yellow Pages

In 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages initiated a lawsuit against the Company and Bell Atlantic Corporation in the United States District Court for the Southern District of New York. The Rockland Yellow Pages is a proprietary directory that competes against a Bell Atlantic directory in the same region, for which we served as Bell Atlantic’s advertising sales agent through June 30, 2000. The complaint alleged that the defendants disseminated false information concerning the Rockland Yellow Pages, which resulted in damages to the Rockland Yellow Pages. In May 2001, the District Court dismissed substantially all of plaintiffs’ claims, and in August 2001, the remaining claims were either withdrawn by the plaintiffs or dismissed by the District Court. The plaintiffs then filed a complaint against the same defendants in New York State Supreme Court, in Rockland County, alleging virtually the same state law tort claim previously dismissed by the District Court and seeking unspecified damages. In October 2001, defendants filed a motion to dismiss this complaint. In May 2002, the Court granted defendants’ motion to dismiss the complaint. Plaintiffs have filed an appeal of this dismissal. Nonetheless, we presently do not believe that the final outcome of this matter will have a material adverse effect on our results of operations or financial condition.

Information Resources, Inc.

In 1996, Information Resources, Inc. (“IRI”), filed a complaint in the United States District Court for the Southern District of New York, naming as defendants the Company, as successor of D&B, ACNielsen Company and IMS International Inc., at the time of the filing, all wholly owned subsidiaries of D&B. IRI alleges, among other things, various violations of the antitrust laws, including alleged violations of Sections 1 and 2 of the Sherman Act. The complaint also alleges a claim of tortious interference with a contract and a claim of tortious interference with a prospective business relationship. These claims relate to the acquisition by defendants of Survey Research Group Limited (“SRG”). IRI alleges SRG violated an alleged agreement with IRI when it agreed to be acquired by the defendants and that the defendants induced SRG to breach that agreement. IRI is seeking damages in excess of $350 million, which amount IRI seeks to treble under antitrust laws. IRI is also seeking punitive damages of an unspecified amount. No trial date has been set, and discovery is ongoing. Under the agreements relating to the 1996 Distribution, Cognizant, AC Nielsen and D&B agreed to conduct a joint defense and allocated liabilities amongst themselves. Under the agreements relating to the 1998 Distribution, D&B assumed the defense and agreed to indemnify us against any payments that we may be required to make, including related legal fees. As required by those agreements, Moody’s Corporation, which subsequently separated from D&B in the 2000 Distribution, has agreed to be jointly and severally liable with D&B for the indemnity obligation to us. At this stage in the proceedings, we are unable to predict the outcome of this matter. While we cannot assure you as to any outcome, management presently believes that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR (who succeeded to Cognizant’s indemnity obligations under the Cognizant Distribution) to reimburse us for any payments we may be required to make and related costs we may incur in connection with this matter.

12

Tax Matters

D&B entered into global tax planning initiatives in the normal course of its business, principally through tax-free restructurings of both their foreign and domestic operations. The status of Internal Revenue Service (“IRS”) reviews of these initiatives is summarized below.

Pursuant to a series of agreements relating to the 1996, 1998, Cognizant and 2000 Distributions, IMS and NMR are jointly and severally liable for, and must pay one-half, and D&B and Moody’s are jointly and severally liable for, and must pay the other half, of any payments over $137 million for taxes, accrued interest and other amounts resulting from unfavorable IRS rulings on the tax matters summarized below (other than the matter summarized below as “Amortization Expense Deductions — 1997-2002,” for which D&B and Moody’s (jointly and severally) are solely responsible). D&B, on our behalf, was contractually obligated to pay, and did pay, the first $137 million of tax liability in connection with the matter summarized below as “Utilization of Capital Losses — 1989-1990.” Under the agreements relating to the 1998 Distribution, D&B agreed to assume the defense and to indemnify us for any tax liability that may be assessed against us and any related costs and expenses that we may incur in connection with any of these tax matters. Also, as required by those agreements, Moody’s Corporation has agreed to be jointly and severally liable with D&B for the indemnity obligation to us. Under the agreements relating to the 2000 Distribution, D&B and Moody’s have, between each other, agreed to each be financially responsible for 50% of any potential liabilities that may arise to the extent such potential liabilities are not directly attributable to each party’s respective business operations.

While we cannot assure you as to any outcome in these matters, management presently believes that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR (who succeeded to Cognizant’s indemnity obligations under the Cognizant Distribution) to reimburse us for any payments we may be required to make and related costs we may incur in connection with these tax matters.

Utilization of Capital Losses — 1989-1990
In 2000, D&B filed an amended tax return with respect to the utilization of capital losses in 1989 and 1990 in response to a formal IRS assessment. The amended tax return reflected an additional $561.6 million of tax and interest due. In 2000, D&B paid the IRS $349.3 million while IMS (on behalf of itself and NMR) paid approximately $212.3 million to the IRS. We understand that this payment was made under dispute in order to stop additional interest from accruing, that D&B is contesting the IRS’s formal assessment and would also contest the assessment of amounts, if any, in excess of the amounts paid, and that D&B has filed a petition for a refund in the United States District Court. This case is expected to go to trial in 2004.

Subsequent to making its payment to the IRS in 2000, IMS sought to obtain partial reimbursement from NMR under the terms of the agreements relating to the Cognizant Distribution. NMR paid IMS less than IMS sought. Accordingly, in 2001, IMS filed an arbitration proceeding against NMR claiming that NMR underpaid to IMS its proper allocation of the above tax payments as provided by the agreements relating to the Cognizant Distribution. Neither D&B nor we were party to the Cognizant Distribution. IMS nonetheless sought to include us in this arbitration, arguing that if NMR should prevail in its interpretation against IMS, then IMS could seek to enforce the same interpretation against us (as successor to D&B) under the agreements relating to the 1996 Distribution . The arbitration panel ruled that we are a proper party to this arbitration proceeding. A decision from the arbitration panel on the merits is expected during 2003. If NMR should prevail in the arbitration against IMS and, in turn, IMS should prevail against us, then we believe that our additional liability would be approximately $15 million, net of tax benefits. While we believe that the original interpretation of the tax allocation computation is correct and that the claims of IMS are without merit, if NMR prevails against IMS and in turn IMS prevails against us in this arbitration proceeding, as noted above, D&B and Moody’s would be jointly and severally obligated to indemnify us against any such liability and related costs.

We believe the fact that D&B and IMS have already paid the IRS a substantial amount of additional taxes with respect to the contested tax planning strategies significantly mitigates our risk. While no assurances can be given, we currently believe that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR to reimburse us for any payments we may be required to make and related costs we may incur with respect to this matter.

13

Royalty Expense Deductions — 1994-1996
During the second quarter of 2002, D&B (on our behalf) received a Notice of Proposed Adjustment from the IRS with respect to a transaction entered into in 1993. In this Notice, the IRS proposed to disallow certain royalty expense deductions claimed by D&B on its 1994, 1995 and 1996 tax returns. The IRS previously concluded an audit of this transaction for taxable years 1993 and 1994 and did not disallow any similarly claimed deductions. We understand that D&B disagrees with the position taken by the IRS in its Notice and has filed a responsive brief to this effect with the IRS. If the IRS were to issue a formal assessment consistent with the Notice, then a payment of the disputed amounts would be required, if D&B opted to challenge the assessment in U.S. District Court rather than in U.S. Tax Court. In the event of such challenge by D&B, the required payment by D&B to the IRS would be up to $42 million ($48 million offset by a $6 million tax benefit). In verbal communications between D&B and the IRS during 2002, we understand that the IRS has expressed some willingness to withdraw its proposed disallowance of certain royalty expense deductions of $7.5 million for 1994. However, we also understand that the IRS has expressed its intent to seek penalties of $7.5 million for 1995 and 1996 based on its interpretation of applicable law. We have been advised that D&B would challenge the IRS’s interpretation. Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s have agreed to jointly and severally defend and indemnify us against any such liability and related costs.

Notwithstanding the verbal communications with the IRS in 2002 noted above regarding royalty expense deductions of $7.5 million for 1994, in a February 2003 letter to D&B (on our behalf) the IRS asserted that it intends to take a position regarding prior tax years that would have the effect of disallowing a portion of the 1994 royalty expense deduction, our share of which would be $5 million if the IRS prevailed. We understand that D&B disagrees with the IRS’s position. Also, in February 2003, D&B (on our behalf) received a Preliminary Partnership Summary Report from the IRS that challenges the tax treatment of certain royalty payments received by a partnership in which D&B was a partner. As stated in its Report, the IRS would reallocate certain partnership income to D&B, which if the IRS prevailed would require an additional payment from us of $20 million (which includes tax, interest and penalty, net of associated tax benefits).

Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s have agreed to jointly and severally defend and indemnify us against any such liability and related costs.

Amortization Expense Deductions — 1997-2002
We understand that the IRS has sought certain documentation from D&B with respect to a transaction entered into in 1997 that produces amortization expense deductions for D&B. While we understand that D&B believes the deductions are appropriate, the IRS could ultimately challenge them and issue an assessment. If the IRS were to prevail or the assessment were to be challenged by us in U.S. District Court, we understand that D&B estimates that its cash payment to the IRS with respect to deductions claimed to date and including any potential assessment of penalties of $6.5 million, could be up to $46.4 million, or $43 million net of associated tax benefits. This transaction is scheduled to expire in 2012 and, unless earlier terminated by D&B, the cash exposure, based on current interest rates and tax rates, would increase at a rate of approximately $2.3 million per quarter (including potential penalties) as future amortization expenses are deducted. Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s are required to jointly and severally indemnify us against any such liability and related costs.

As a result of our assessment of our exposure in these matters, especially in light of our indemnity arrangements with D&B and Moody’s, and their financial resources, borrowing capacity and indemnity rights against IMS and NMR, no material amounts have been accrued for in our consolidated financial statements for any of these D&B-related litigation and tax matters.

Coastal Termite and Pest Control
In 2001, Marnan Group, Inc., doing business as Coastal Termite and Pest Control (“Coastal”), filed a complaint in the United States District Court for the Middle District of Florida against SPA. The complaint, as amended, alleged that SPA breached certain directory advertising contracts between 1996 and 1999, fraudulently induced Coastal to enter into another directory advertising contract and tortiously interfered with Coastal’s business relationships with its customers. Coastal is seeking damages for lost contract benefits, lost profits and diminution of business value in an unspecified amount, including pre-judgment interest. In January 2002, SPA filed a motion to dismiss certain of Coastal’s claims. In September 2002, the court denied SPA’s motion to dismiss. Nonetheless, we do not believe that the final outcome of this matter will have a material adverse effect on our results of operations or financial

14

condition. SPA had approximately $0.5 million reserved in its consolidated financial statements for this matter, which amount was transferred to our consolidated financial statements as a result of the acquisition.

Other matters
We are also involved in other legal proceedings, claims and litigation arising in the ordinary conduct of our business. Although we cannot assure you of any outcome, management presently believes that the outcome of such legal proceedings will not have a material adverse effect on our results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the quarter ended December 31, 2002.

15

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s common stock trades on the New York Stock Exchange under the symbol “RHD.” The table below indicates the high and low sales price of the Company’s common stock for each quarter of the last two years.

	2002				2001
	High		Low		High		Low
1st Quarter	$	30.96	$	26.60	$	29.00	$	22.88
2nd Quarter	$	32.10	$	27.30	$	32.00	$	25.41
3rd Quarter	$	27.91	$	22.02	$	32.30	$	25.50
4th Quarter	$	29.92	$	24.19	$	30.60	$	25.02

At March 6, 2003, there were approximately 8,400 holders of record of the Company’s common stock. We have not paid any common dividends during the last two years and do not expect to pay common dividends in the foreseeable future. The Preferred Stock earns a cumulative dividend of 8%, compounded quarterly, which we may pay in cash or permit to accrue, at our option. The Credit Facility significantly limits our ability to pay the Preferred Stock dividends in cash through 2004. The Stock Purchase Agreement with respect to the Preferred Stock, Credit Facility and Indentures governing the Notes contain various financial restrictions that place limitations on our ability to pay dividends in the future (see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for additional information regarding these instruments and agreements).

On November 25, 2002, the GS Funds purchased 70,000 shares of our Series B-1 Preferred Stock and warrants to purchase 577,500 shares of our common stock, for aggregate gross consideration of $70 million. The Series B-1 Preferred Stock was immediately convertible into common stock at a conversion price of $24.05 per share, and the exercise price of the warrants is $26.28 per share. On January 3, 2003, the GS Funds purchased 130,000 shares of our Preferred Stock and warrants to purchase 1,072,500 shares of our common stock, for aggregate gross consideration of $130 million. On January 3, 2003, the 70,000 shares of Series B-1 Preferred Stock automatically converted into 70,604 shares of Preferred Stock. This Preferred Stock is immediately convertible into common stock at a conversion price of $24.05 per share, and the exercise price of the warrants is $28.62 per share. Both of these private placements of securities were made in reliance on Rule 506 of the Securities Act of 1933. We privately placed the Preferred Stock as part of the SPA acquisition financing. No underwriters were involved in these transactions and no underwriting discounts or commissions were paid. A closing payment of 1% of the aggregate $200 million investment was paid to the GS Funds and we reimbursed their transactions costs.

On December 3, 2002, we issued $325 million aggregate principal amount of 8 7/8% Senior Notes due 2010 and $600 million aggregate principal amount of 10 7/8% Senior Subordinated Notes due 2012. The Notes were privately placed in order to partially fund the SPA acquisition. The initial purchasers of the Notes were various institutional investors. We received net proceeds from the sale of the Notes to the initial purchasers of $900.9 million, net of initial purchasers’ discounts of $24.1 million. This private placement of debt securities was made in reliance on Section 4(2) of the Securities Act.

16

Equity Compensation Plan Information

	Number of securities				Number of securities remaining
	to be issued upon		Weighted-average exercise		available for future issuance
	exercise of		price of outstanding		under equity compensation
	outstanding options,		options, warrants and		plans excluding securities
Plan category	warrants and rights		rights		reflected in first column
Equity compensation plans approved by security holders (1)		4,282,621	$	20.97		2,139,270
Equity compensation plans not approved by security holders (2)		114,807		—		—
Total		4,397,428	$	20.97		2,139,270

(1)

This includes our 2001 Stock Award and Incentive Plan.

(2)

This includes our Key Employees’ Performance Unit Plan. Upon completion of the respective performance period, a dollar amount of the award is determined for each recipient based on the Company’s actual financial performance against economic profit and earnings per share goals. The dollar amount is then converted into a number of performance shares by dividing the dollar amount of the award by the Company’s stock price (calculated as the average of the high and low prices of the Company’s common stock on the 10 trading days subsequent to delivery of the Company’s respective audited financial statements to the Compensation and Benefits Committee of the Company’s Board of Directors) at that time.

17

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data are derived from our audited consolidated financial statements. The audited consolidated financial statements for 1998 assume we were a stand-alone entity for all periods and include allocations through June 30, 1998 of certain assets, liabilities and general and administrative expenses of D&B related to our business. The information below also includes operating results of businesses that were disposed of during 2000 and certain special items in 2000, 2001 and 2002. Amounts related to these businesses and special items are presented in footnotes 1 and 2. The information set forth below should be read in conjunction with the audited consolidated financial statements and related notes in Item 8 and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.

	Years Ended December 31,
(in thousands, except per share data)	2002			2001			2000			1999			1998
Statement of Operations Data (1)
Net revenue	$	73,806		$	76,739		$	141,287		$	181,905		$	166,249
Partnership and joint venture income		136,873			139,964			147,693			139,181			135,854
Operating income (2)		145,982			111,472			147,375			129,906			125,235
Net income		67,177			49,815			124,758			55,151			61,268
Preferred dividend		24,702			—			—			—			—
Net income available to common shareholders		42,475			49,815			124,758			55,151			61,268
Earnings Per Share
Basic	$	1.42		$	1.65		$	3.91		$	1.64		$	1.79
Diluted	$	1.40		$	1.61		$	3.83		$	1.61		$	1.77
Shares Used in Computing Earnings Per Share
Basic		29,643			30,207			31,947			33,676			34,237
Diluted		30,298			30,976			32,594			34,159			34,522
Dividends per share		—			—			—			—		$	0.35
Balance Sheet Data (1)
Total assets	$	2,223,375		$	295,981		$	365,284		$	395,406		$	385,841
Long-term debt		2,075,470			283,904			347,526			435,000			464,500
Shareholders’ deficit		(30,600	)		(111,313	)		(108,510	)		(192,811	)		(224,770	)

(1) Amounts above include the results of the Bell Atlantic, Cincinnati and Get Digital Smart businesses disposed of in 2000 and one-time items from the CenDon restructuring in 2000. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting Comparability” for a discussion of these items. To facilitate comparison of the financial data, the amounts related to these disposed businesses and one-time items are as follows:

	2000		1999		1998
Net revenue	$	63,994	$	106,986	$	92,319
Partnership and joint venture income		5,422		—		—
Operating income		13,191		7,538		6,531
Total assets		—		64,193		61,678

(2) Operating income in 2001 includes a restructuring and special charge of $18,556 and an investment impairment charge of $11,432. Operating income in 2002 includes income of $6,405 from the reversal of the restructuring and special charge and an investment impairment charge of $2,000. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting Comparability” for a discussion of these items.

18

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item should be read in conjunction with the audited, consolidated financial statements and notes thereto that are included in Item 8. Unless otherwise indicated, the terms “Company,” “Donnelley,” “we,” “us” and “our” refer to R.H. Donnelley Corporation and its direct and indirect wholly owned subsidiaries.

On January 3, 2003, we acquired all the outstanding common stock of SPA, Sprint Corporation’s directory publishing business. See “Significant Business Development” below. As a result, commencing in 2003 our operating and financial results will no longer reflect sales commissions or pre-press fees from or other transactions with SPA since these intercompany transactions will be eliminated in consolidation. Rather, we will report the full value of advertising sales and certain direct costs under the deferral and amortization method. In order to facilitate discussion of our historical results as opposed to our future results, we use the past tense when referring to operating and financial results for the years 2000 through 2002.

DonTech remains unchanged following the SPA transaction and our financial presentation of DonTech will appear consistently in both historical and future periods.

Forward-Looking Information

Certain statements contained in this Annual Report on Form 10-K regarding R.H. Donnelley’s future operating results, performance, business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, words such as “believe,” “expect,” “anticipate,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “could,” and similar expressions, are used to identify such forward-looking statements. All forward-looking statements reflect only our current beliefs and assumptions with respect to our future results, business plans, and prospects, and are based solely on information currently available to us. Accordingly, these statements are subject to significant risks and uncertainties and our actual results, business plans and prospects could differ significantly from those expressed in, or implied by, these statements. We caution readers not to place undue reliance on, and we undertake no obligation to update, any forward-looking statements. Such risks and uncertainties include, without limitation, the following:

(1)  Our ability to meet our substantial debt service obligations
We have a substantial amount of debt and significant debt service obligations in 2003 and thereafter. After closing the SPA acquisition, we had total outstanding debt of $2,356.2 million at January 3, 2003. This debt was comprised of borrowings of $1,410 million under our new $1,525 million Credit Facility, $325 million 8 7/8% Senior Notes, $600 million 10 7/8% Notes and, following a tender offer and exit consent solicitation, $21.2 million aggregate remaining principal amount of the 9 1/8% Senior Subordinated Notes issued in 1998 (the “Existing Notes”). As a result of our significant amount of debt and debt service obligations, we face increasing risks associated with, but not limited to, the following:

• our ability to obtain additional financing in excess of the additional borrowing capacity under our $125 million revolving credit facility on satisfactory terms to fund working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements is limited;

• we are more vulnerable to general economic downturns, competition and industry conditions, which could place us at a competitive disadvantage compared to our competitors that are less leveraged;

• we face increased exposure to rising interest rates as a portion of our debt is at variable interest rates;

• we have reduced availability of cash flow to fund working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements because a substantial portion of our cash flow will be needed to service our debt obligations; and

• we have limited flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.

19

Our ability to pay principal and interest on our debt obligations will depend upon our future operating performance and our ability to refinance debt. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional debt financing or equity capital, restructure or refinance our debt or sell assets. We cannot assure you that we would be able to obtain additional financing, refinance existing debt or sell assets on satisfactory terms or at all.

(2)  Restrictive covenants under the terms of our debt and Preferred Stock agreements
The indentures governing the Notes and the Credit Facility include a number of significant restrictive covenants. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs. These covenants, among other things, restrict our ability and the ability of our subsidiaries to:

• incur additional debt;

• pay dividends on our equity interests or repurchase equity interests;

• make certain investments;

• enter into certain types of transactions with affiliates;

• place restrictions on our restricted subsidiaries to pay dividends or make other payments to us;

• use assets as security in other transactions; and

• sell certain assets or merge with or into other companies.

In addition, the Credit Facility includes other and more restrictive covenants and prohibits us from prepaying the Notes and Existing Notes while borrowings under the Credit Facility are outstanding. The Credit Facility also requires us to maintain certain financial ratios and meet other financial tests. The failure to comply with these covenants could result in an event of default, which, if not cured or waived, could require us to repay these borrowings before their scheduled due date. If we were unable to make this repayment or otherwise refinance these borrowings, the lenders under the Credit Facility could foreclose on our assets. In addition, these lenders could elect to declare all amounts borrowed under the Credit Facility, together with accrued interest, to be due and payable, which, in some instances, would be an event of default under the indentures governing the Notes. If we were unable to refinance these borrowings on favorable terms, our results of operations and financial condition could be adversely impacted by increased costs and less favorable terms, including rates and covenants. Any future refinancing of the Credit Facility is likely to contain similar restrictive covenants.

Furthermore, the terms of the purchase agreement with respect to our Preferred Stock, among other things, restricts our ability and the ability of our subsidiaries to:

• incur additional debt;

• pay dividends on shares of our common stock or repurchase shares of our common stock;

• enter into certain types of transactions with affiliates; and

• sell or acquire certain assets.

Our failure to comply with these terms would result in a breach of this agreement, which could have a material adverse effect on our business. In addition, without the consent of the GS Funds, we cannot issue shares of common stock for 18 months following the sale of the Preferred Stock, which could adversely affect our liquidity (see “– Liquidity and Capital Resources” for a description of the Preferred Stock).

(3)  Declining usage of print yellow pages directories and changes in technology
Since 1997, overall usage of printed yellow pages directories in the United States has declined. We cannot assure you that usage of our yellow pages directories will remain stable and not decline. We believe that declines in usage of printed directories are in part a result of increased usage of Internet-based directory products. We cannot assure you that we will be able to provide services over the Internet successfully or that we will be able to compete successfully with other Internet-based directory services. Any declines in usage could impair our ability to maintain or increase advertising prices, cause businesses that purchase advertising in our yellow pages directories to reduce or discontinue those purchases and discourage businesses that do not purchase advertising in our yellow pages directories from doing so. Any of the factors that may contribute to a decline in usage of our printed directories, or a combination of them, could impair our revenues and have a material adverse effect on our business.

20

The yellow pages directory advertising business is subject to changes arising from developments in technology, including information distribution methods and users’ technological preferences. The use of the Internet by consumers as a means to transact commerce may result in new technologies being developed and services being provided that could compete with our products and services. As a result of these factors, our growth and future financial performance may depend on our ability to develop and market new products and services and create new distribution channels, while enhancing existing products, services and distribution channels, in order to incorporate the latest technological advances and accommodate changing user preferences, including the use of the Internet. If we fail to anticipate or respond adequately to changes in technology and user preferences or are unable to finance the capital expenditures necessary to respond to such changes, our results of operations or financial condition could be materially adversely affected.

(4)  SBC’s or DonTech’s actions could adversely impact our business
DonTech is our 50/50 perpetual partnership with an affiliate of SBC Communications Inc. (“SBC”). As the exclusive sales agent for SBC directories in Illinois and northwest Indiana, DonTech is responsible for the management of its sales forces, including compensation, recruiting and training and other sales related matters. As the publisher, SBC has responsibility for and control over all other matters, including, without limitation, product development, pricing, scheduling, marketing, distribution, billing, collections, credit and customer service. While we believe that DonTech and its economic interests are generally aligned with those of SBC with respect to SBC’s yellow pages directory operations, SBC could implement policies and decisions (in which DonTech or we would likely have little or no participation or influence) and/or perform its obligations in a manner that could have a material adverse effect on our results of operations or financial condition and, potentially, on our relationship with SBC. We cannot assure you that any such policies or decisions would not have a material adverse effect on our results of operations, financial condition or our relationship with SBC. We also maintain a large receivable balance from SBC and any liquidity difficulties that SBC may experience could materially impact our results of operations or financial condition.

The DonTech partnership agreement and related SBC contractual arrangements have perpetual terms. These arrangements only terminate upon the occurrence of certain enumerated events, including, without limitation, the unremedied breaches of certain material provisions thereof, the mutual agreement of the parties, the bankruptcy of a partner or parent or a change in control of a partner (excluding a change in control of the ultimate parent company of the partner). In addition, under applicable law, the contractual arrangements potentially may not remain in effect in perpetuity. We cannot assure you that the DonTech relationship will remain in full force and effect into perpetuity, without material modification or at all, that DonTech and SBC will perform all of their respective material obligations (particularly payment obligations) under these agreements or that SBC will not seek to terminate these arrangements. In the event any such party seeks to terminate these contractual arrangements, the other party may dispute such attempted termination and, in such case, a court or arbitrator may be required to determine the appropriateness of any such attempted termination. We cannot assure you as to the outcome of any such proceeding. Any such termination or material modification of the agreements or failure by SBC or DonTech to perform their respective material obligations would have a material adverse effect on our results of operations or financial condition.

(5)  Competition
The U.S. directory advertising industry is highly competitive. More than 240 independent publishers operating in the United States compete with regional bell operating company (“RBOC”) directory publishers and other telephone utility publishers. In most markets, we compete with one or more yellow pages directory publishers, which are predominantly independent publishers. In some markets, we compete on a limited basis with RBOC directory publishers in adjacent markets. One of these publishers, Verizon Information Services, the directory business affiliated with Verizon Communications, Inc., has announced plans to publish directories and offer local Internet directory services in markets beyond where Verizon Communications offers local phone service, including in several SPA markets. Effectively, Verizon Information Services will be competing as an independent publisher in those markets. While no other RBOC or utility publisher has announced similar plans, we cannot assure you that other RBOC or utility publishers will not do so in the future. Many of the parent companies of these telephone utility publishers are larger than us and have greater financial resources than we have. No assurances can be given that we will be able to compete effectively with these other publishers for advertising sales or acquisitions in the future.

21

We also compete for advertising sales with other media, including newspapers, magazines, radio, direct mail, the Internet and television. Many of these competitors are larger than us and have greater financial resources than we have. Additionally, advances in technology have brought new participants, new products and new channels to the industry, including increasing use of electronic delivery of directory information as an advertising medium. We cannot assure you that we will be able to successfully compete in responding to any such developments.

In addition, the Telecommunications Act of 1996, which effectively opened local telephone markets to increased competition, may adversely impact the market position of telephone utilities, including those with which we have relationships. Because the Telecommunications Act of 1996 has opened local telephone markets to increased competition, we cannot assure you that Sprint, or SBC will remain a dominant local telephone service provider in its local service areas. If Sprint were no longer a dominant local telephone service provider in any particular local service area, our license to be the exclusive publisher for Sprint in its markets and to use the Sprint brand name on our directories in those markets may not be as valuable as we presently anticipate, and we may not realize some of the anticipated benefits under our commercial arrangements with Sprint and its affiliates. If SBC was no longer a dominant local telephone service provider in any DonTech service area, the financial results we recognize from DonTech could be adversely affected.

(6)  Our ability to successfully integrate SPA into our operations
The integration of SPA into our operations involves a number of risks, including:

• difficulty integrating operations and personnel at different locations;

• diversion of management attention;

• potential disruption of ongoing business because of the unknown reactions to the combination of SPA and us by vendors, customers and other key constituencies;

• difficulties in assimilating the technologies, services and products of SPA;

• inability to retain key personnel;

• inability to successfully incorporate acquired business components with our existing infrastructure; and

• inability to maintain uniform standards, controls, procedures and policies.

If we are unable to effectively integrate operations and personnel in a timely and efficient manner, we may not realize the benefits expected from the acquisition. Failure to overcome these risks or any other problems encountered in connection with the acquisition could slow our growth or lower our quality of services, which could reduce customer demand.

(7)  Reliance on, and extension of credit to, small- and medium-sized businesses
A significant portion of our revenue is derived from selling advertising to small- and medium-sized businesses. In the ordinary course of our yellow pages publishing business, we extend credit to these advertisers for advertising purchases. Small- and medium-sized businesses, however, tend to have fewer financial resources and higher financial failure rates than large businesses. In addition, collection procedures for delinquent accounts can take an extended period of time and involve increased costs. Consequently, we could be adversely affected by our dependence on and our extension of credit to small- and medium-sized businesses.

(8)  Dependence on third-party providers of printing, distribution and delivery services
We depend on third parties for the printing and distribution of our directories. We currently have two contracts for the printing of our directories with R.R. Donnelley & Sons (“R.R. Donnelley”). Although these contracts do not expire until December 2005 and December 2007, because of the large print volume and specialized binding of directories, there are a limited number of companies capable of servicing our printing needs. Accordingly, the inability or unwillingness of R.R. Donnelley to provide printing services to us on acceptable terms or at all could have a material adverse effect on our business. No common ownership or other business affiliation exists between R.R. Donnelley and us.

We also have contracts for the delivery of our directories to the individual households and businesses in the geographic area covered by the directories. These contracts are scheduled to expire in February 2004 and may be terminated by our vendors upon 120 days written notice. There are a limited number of companies capable of

22

servicing our delivery needs. Accordingly, the inability or unwillingness of our current vendors to provide delivery services to us on acceptable terms or at all could have a material adverse effect on our business.

(9)  General Economic Factors
Our business results could be adversely affected by a prolonged national or regional economic recession. Typically, our advertising revenues, as well as those of yellow pages publishers in general, do not fluctuate widely with economic cycles. However, such a prolonged national or regional economic recession could have a material adverse effect on our business, results of operations or financial condition. In addition, any residual economic effects of, and uncertainties regarding (i) the terrorist attacks that occurred on September 11, 2001, (ii) the general possibility, express threat or future occurrence of similar terrorist or other related disruptive events, or (iii) the threat of or the United States’ involvement in war, especially with respect to the major markets in which we operate that depend heavily upon travel, tourism or the military, could also adversely affect our business.

(10)  Fluctuations in the price and availability of paper
After the acquisition, our principal raw material is paper, which our printer currently purchases on our behalf at agreed upon prices. These prices are at or near the spot market price, as we do not currently have long-term purchase arrangements or commitments from paper mills or other outside suppliers. Accordingly, we are subject to price increases and delays in receiving this principal raw material. Further, changes in the supply of, or demand for, paper could affect delivery times and prices. As conditions warrant, we may enter into longer term supply agreements in the future. Paper is one of our largest variable cost items and will account for approximately 10% to 15% of annual operating expenses. We cannot assure you that we will have available necessary raw materials at reasonable prices or that any increases in paper costs would not have a material adverse effect on our business, results of operations or financial condition.

(11)  The sale of advertising to national accounts is coordinated by third parties that we do not control
We expect that approximately 15% of our revenues in 2003 will be derived from the sale of advertising to national or large regional companies, such as rental car companies, automobile repair shops and pizza delivery businesses, that purchase advertising in several of our directories. In order to sell advertising to these accounts, we contract with CMRs, who are independent third parties that act as agents for national companies and design their advertisements, arrange for the placement of those advertisements in directories and provide billing services. As a result, our relationships with these national advertisers depend significantly on the performance of these third party CMRs whom we do not control. Although we believe that relationships with these CMRs have been mutually beneficial, if some or all of the CMRs with whom we have established relationships were unable or unwilling to provide services to us on acceptable terms or at all, such inability or unwillingness could materially adversely affect our business.

(12)  Turnover among our sales force or key management
Our success depends to a significant extent on our ability to identify, hire, train and retain qualified sales personnel in each of the markets in which we operate. We expend a significant amount of resources and management time on identifying and training our sales representatives. Our ability to attract and retain qualified sales personnel depends on numerous factors, including factors outside of our control, such as conditions in the local employment markets in which we operate. A decrease in the number of sales representatives could adversely affect our results of operations, financial condition and liquidity, as well as our ability to service our debt.

Furthermore, we depend on the continued services of key personnel, including our experienced senior management team as well as our regional sales management personnel. Although we believe that we could replace our senior management team and other key employees within a reasonable time period should the need arise, the loss of these key personnel could have a material adverse effect on our business.

(13)  The loss of important intellectual property rights.
Some of our trademarks such as the “Sprint” and “Donnelley” brand names and other intellectual property rights are important to our business. We rely upon a combination of copyright and trademark laws as well as contractual arrangements, including licensing agreements, particularly with respect to Sprint markets, to establish and protect our intellectual property rights. We are required from time to time to bring lawsuits against third parties in order to protect our intellectual property rights. Similarly, we are, and from time to time expect to be, party to proceedings where third parties challenge our rights. We cannot be sure that any lawsuits or other actions brought by us will be

23

successful or that we will not be found to infringe the intellectual property rights of third parties. Although we are not aware of any material infringements of any trademark rights that are significant to our business, any lawsuits, regardless of their outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition or results of operations. In addition, we only have rights to use the Sprint name and diamond logo in certain markets. The loss of important intellectual property rights such as trademarks could have a material adverse effect upon our business, financial condition and results of operations.

(14)  Impact of bankruptcy proceedings against Sprint during the term of the SPA commercial arrangements
Contract rights under the directory services license agreement, trademark license agreement and non-competition agreement with Sprint constitute a substantial portion of our commercial arrangements with Sprint. Pursuant to these commercial arrangements, we are the exclusive directory publisher for Sprint in the markets in which Sprint currently provides telephone service and, under certain circumstances, in markets that are acquired by Sprint in the future. If a bankruptcy case were to be commenced by or against Sprint, it is possible that all or part of the directory services license agreement and/or non-competition agreement could be considered an executory contract and could therefore be subject to rejection by Sprint or a trustee appointed in a bankruptcy case pursuant to Section 365 or Section 1123 of the United States Bankruptcy Code.

If one or more of these agreements were rejected, the applicable agreement may not be specifically enforceable, in which case we would have only an unsecured claim for damages against Sprint for the breach of contract resulting from the rejection. If the directory services license agreement were rejected, we would, among other things, no longer be entitled to be Sprint’s exclusive publisher of telephone directories in the affected markets. We could also lose our right to enforce the provisions of the agreement under which we have the right to license trademarks of successor local exchange carriers in the Sprint markets. If the non-competition agreement was rejected and specific enforcement was not available, Sprint would, among other things, no longer be precluded from publishing print telephone directories or selling local directory advertising in the applicable restricted markets.

Sprint has created a bankruptcy remote special purpose vehicle in the form of a limited liability company and contributed and assigned the trademarks being licensed to us under the trademark license agreement to this limited liability company. The operating agreements of this limited liability company require, among other things, that the board of managers of this entity include one independent manager that is unaffiliated with Sprint. The consent of this independent manager is required for the entity to take certain actions, including, among other things, commencement of a bankruptcy proceeding. Because the trademarks were contributed to this limited liability company, our rights under the trademark license agreement are not subject to rejection in the event of a bankruptcy proceeding involving Sprint unless there is also a bankruptcy proceeding involving this limited liability company. Although we believe that the likelihood of this entity being the subject of a bankruptcy proceeding is limited by this structure and the governing provisions of the operating agreement, if the trademark license agreement were rejected in a bankruptcy proceeding, we would lose the right to use the Sprint brand name for the SPA directories. We cannot assure you that any loss of rights under certain of these arrangements with Sprint would not have a material adverse effect on our financial condition or results of operations.

(15)  Our ability to enforce the non-competition agreement with Sprint
Sprint has agreed, in general, not to publish print telephone directories or sell local advertising for use in directories in the acquired markets during the term of the non-competition agreement. However, under state and federal law, a covenant not to compete is only enforceable:

• to the extent it is necessary to protect a legitimate business interest of the party seeking enforcement;

• if it does not unreasonably restrain the party against whom enforcement is sought; and

• if it is not contrary to the public interest.

Enforceability of a non-competition covenant is determined by a court based on all of the facts and circumstances of the specific case at the time enforcement is sought. For this reason, it is not possible for us to predict whether, or to what extent, a court will enforce Sprint’s covenants not to compete against us during the term of the non-competition agreement. If a court were to determine that the non-competition agreement is unenforceable, Sprint could compete directly against us in the directory publishing business in the previously restricted markets. We cannot assure you that our inability to enforce the non-competition agreement with Sprint would not have a material adverse effect on

24

our financial condition or results of operations.

Significant Business Development

On January 3, 2003, we completed the acquisition of SPA for $2,213.5 million in cash, after a preliminary working capital adjustment. The purchase price is subject to a final working capital adjustment. SPA is the publisher of 260 revenue-generating yellow pages directories in 18 states. Prior to this acquisition, we acted as a sales agent and pre-press publishing vendor for SPA for 44 of these directories in 4 states. The acquisition transforms the Company from a sales agent and pre-press vendor into a leading publisher of yellow pages directories.

To finance the acquisition, we entered into a new $1,525 million Credit Facility, consisting of a $500 million Term Loan A, a $900 million Term Loan B and a $125 million Revolver. We also issued $325 million 8 7/8% Notes and $600 million 10 7/8% Notes. Finally, the GS Funds purchased $200 million of Preferred Stock.

To take advantage of favorable market conditions and to ensure the timely consummation of the SPA acquisition, we issued the Notes and borrowed the Term Loan B in December 2002. The total gross proceeds of $1,825 million were deposited and held in escrow pending the SPA acquisition closing. The GS Funds also invested an initial $70 million through the purchase of 70,000 shares of Preferred Stock. This investment was a portion of their $200 million commitment. At the closing of the SPA acquisition, the GS Funds purchased the remaining $130 million of Preferred Stock and we borrowed the Term Loan A and $10 million under the Revolver.

In connection with the transaction, we entered into a directory services license agreement, a trademark license agreement and a non-competition agreement with Sprint . The directory services license agreement gives us the exclusive right to produce, publish and distribute directories for Sprint in the markets where Sprint currently provides local telephone service. The trademark license agreement gives us the exclusive right to use certain Sprint trademarks, including the Sprint diamond logo, in those markets. The non-competition agreement prohibits Sprint from producing, publishing and distributing print directories or selling local advertising in those markets, with certain limited exceptions. These agreements are all interrelated and each has initial terms of 50 years, subject to earlier termination under specified circumstances.

Prior to the acquisition, we provided sales agency and pre-press publishing services to SPA. Accordingly, at December 31, 2002, we had an aggregate receivable of $43.3 million for commissions, pre-press publishing fees and priority distribution income from SPA. As a result of the acquisition, these receivables became intercompany items and were included as part of the purchase price. Also, long-term liabilities at December 31, 2002 include an amount due to Sprint of $7.0 million, which we paid in cash at the closing.

The acquisition was accounted for as a purchase business combination and the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date. The results of the SPA business will be included in our consolidated results from and after January 3, 2003, the acquisition closing date. Accordingly, the results of SPA are not included in our audited financial statements at or for the year ended December 31, 2002.

25

The allocation of the purchase price to the fair value of assets acquired and liabilities assumed is shown in the table below. The purchase price allocation is preliminary and based on the best information currently available and could change as additional information arises.

			($ in millions)
Calculation of allocable purchase price:
	Cash		$	2,213.5
	Allocable transaction costs			15.1
	Total allocable purchase price		$	2,228.6
Estimated allocation of purchase price:
	SPA net assets acquired		$	85.6
	Directory Services Agreements			1,625.0
	Customer relationships			260.0
	Trade names			30.0
	Estimated profit on executed sales contracts			8.3
	Fair value adjustments:
		Reverse pre-acquisition deferred revenue		292.8
		Reverse deferred directory costs associated with directories published pre-acquisition		(89.5	)
		Eliminate SPA historical deferred tax and goodwill		(43.5	)
		Other		(14.5	)
	Fair value of net assets acquired			2,154.2
	Goodwill			74.4
	Total purchase price		$	2,228.6

The Company – Prior to the SPA Acquisition

The discussion below relates to the results of the Company for the three years ended December 31, 2002. Through 2002, we were a leading independent marketer of yellow pages advertising services in the United States. Our business was organized into two reportable operating segments: the DonTech Partnership and Directory Advertising Services.

DonTech

DonTech is a 50/50 perpetual partnership with an operating unit of SBC. DonTech acts as the exclusive sales agent for yellow pages directories published by SBC in Illinois and northwest Indiana and receives a commission from SBC. Income from DonTech is comprised of our 50% interest in the net profits of DonTech and revenue participation income received directly from an affiliate of SBC. Revenue participation income is based on a percentage of DonTech advertising sales and comprises approximately 80% to 85% of the total annual income related to DonTech. Total income from DonTech accounted for 76%, 79% and 72% of operating income before General & Corporate costs and other unallocated expenses for the years ended December 31, 2002, 2001 and 2000, respectively. Certain general and administrative expenses incurred to support this business are not allocated to the DonTech segment. As income from DonTech accounts for a significant portion of our operating income, a material decline in the advertising sales of DonTech would likely have a material adverse effect on our results of operations and financial condition. We also provide certain pre-press publishing services for those SBC directories for which DonTech sells advertising, the income from which was included in our DAS segment as described below. Although DonTech provides advertising sales of yellow pages and other directory products similar to DAS, the partnership is considered a separate operating segment since, among other things, the partnership has its own Board of Directors and the employees of DonTech, including its officers and managers, are not our employees. Following the SPA transaction, DonTech continues to act as a sales agent for SBC and earn commissions when an advertising contract is signed. Further, we will continue to account for DonTech under the equity method of accounting.

26

Historical Directory Advertising Services

Within our DAS segment, we sold yellow pages advertising for affiliated entities of Sprint and performed pre-press publishing services for yellow pages directories. We were the exclusive sales agent in the greater Orlando, Florida market (“Central Florida”) for an operating unit of Sprint and the exclusive sales agent in Nevada, Florida, Virginia and North Carolina for CenDon LLC (“CenDon”), a joint venture with Centel Directory Company (“Centel”), a subsidiary of Sprint. Other Sprint affiliates sold yellow pages advertising in other markets in these states. We received sales commissions on all advertising sold for Sprint and CenDon and a priority distribution on our membership interest in CenDon. The amount of priority distribution earned was based on a percentage of CenDon advertising sales. Prior to the acquisition, a material decline in advertising sales in these markets could have had a material adverse effect on our results of operations and financial condition.

The DAS segment also included pre-press publishing services provided to SBC and Sprint for their respective yellow pages directories for which we sold advertising under separately negotiated contracts. The agreement with SBC extends through 2008. The agreement with Sprint was scheduled to expire in 2003. We also provided pre-press publishing services to an unaffiliated third party under an agreement that expired at the end of 2002. We have jointly agreed to an orderly transition of work that will take place during the first quarter of 2003. Revenue from our pre-press publishing services operation accounted for approximately 42%, 43% and 23% of total consolidated revenue in 2002, 2001 and 2000, respectively. However, going forward, revenue from pre-press publishing services will account for a significantly lower percentage of total revenue as consolidated revenues will be considerably higher. DAS also included all information technology costs.

The results of the DAS segment for 2000 included the operating results of the Cincinnati proprietary directory business, the Bell Atlantic sales agency business, the Get Digital Smart Internet business and equity losses of ChinaBig.com Limited (“ChinaBig”) through the dates of transactions that caused changes in the reporting of each respective business. The 2000 results of DAS also include a one-time operating income benefit of $15.8 million from the restructuring and extension of the CenDon Partnership. See “– Factors Affecting Comparability” below for more information.

Critical Accounting Policies

Certain amounts in our financial statements require that management make assumptions and estimates based on the best available information at that time. Actual results could vary from these estimates and assumptions. Those accounting policies that involve assumptions or estimates on our part that could have a material effect on results of operations or financial condition if the actual results differ from the assumptions or estimates are presented below. For additional information on our accounting policies, see Note 1 to the Consolidated Financial Statements in Item 8.

Principles of Consolidation. The consolidated financial statements include the accounts of R.H. Donnelley Corporation and its direct and indirect wholly owned subsidiaries All intercompany transactions and balances have been eliminated. DonTech is accounted for under the equity method as we do not have control, but do have the ability to exercise significant influence over its operating and financial policies. Accordingly, the results of DonTech are not consolidated in our financial statements, but our share of its net profits is reported as partnership and joint venture income in our Consolidated Statements of Operations.

Revenue Recognition. During the three years ended December 31, 2002, we earned sales commission revenue from the sale of advertising on behalf of Sprint and fees for pre-press publishing services. As a sales agent for Sprint, we recognized sales commission revenue at the time an advertising contract was executed with a customer. Sales commission revenue was recorded net of potential sales allowances, which were estimated, based on historical experience. If an advertiser was not satisfied with its yellow pages advertisement (e.g. misspelled business name, incorrect business address or number, etc.), the publisher had discretion to adjust the contract value. Since commissions were earned based on the aggregate value of advertising contracts, our commissions would have also been adjusted under those circumstances. Concurrent with the recognition of sales commission revenue, we recorded a sales allowance of approximately 1% of sales commission revenue, based on historical experience. The amount of sales allowance recorded was subsequently adjusted based on actual results. Historically, the actual amount of sales allowances was consistent with our estimates and significant adjustments were not made. Revenue from pre-press publishing operations was recognized as services were performed. We recognized no allowances for

27

pre-press publishing services.

As a result of the acquisition, we will recognize revenue from the sale of directory advertising in Sprint Yellow Pages® directories and certain related direct costs under the deferral and amortization method, whereby revenues and direct costs are recognized ratably over the life of a directory, which is typically twelve months. Revenue recognition for pre-press publishing services remains unchanged.

Trade Receivables. Trade receivables represented sales commissions earned from the sale of advertising on behalf of Sprint and fees earned for pre-press publishing services. We established an allowance for doubtful accounts for sales commissions based upon historical experience and contractual limitations. The sales agency agreement between Centel and us limited our exposure to bad debts at a specified percentage of sales. Actual bad debts for CenDon directories over the last three years exceeded our maximum contractual exposure. Accordingly, an increase in the actual bad debt rate would not have directly impacted our results of operations or financial condition. Under the Central Florida sales agency agreement, our exposure to bad debts was not contractually limited. We estimated our bad debt expense based on historical experience and made subsequent adjustments, if necessary, based on actual results. Receivables for sales commissions were billed to the publisher upon directory publication and collected in accordance with contractual provisions, typically in the same month of publication, but no later than nine months after publication.

Receivables for pre-press publishing services were billed and collected in accordance with the terms of the applicable agreement, generally a monthly pro rata amount based on the annual contract value. If actual volumes exceeded contracted volumes, an additional amount is billed to the publisher at year-end. Although we will no longer bill Sprint for these services, we will continue to bill and collect from SBC through the end of the contract in 2008.

After the acquisition, our receivables from advertising sales in Sprint Yellow Pages® directories represent the full contract value of the advertisement as opposed to a commission on the contract value. Rather than SPA being our trade debtor, we have assumed a direct billing relationship with directory advertisers. We bill most local advertisers on a monthly basis over the life of a directory. See “Concentration of Credit Risk” below and “ – Forward Looking Information – Reliance on, and extension of credit to, small- and medium-sized businesses.” SBC remains our trade debtor with respect to the sale of advertising in DonTech markets.

Pension and Other Postretirement Benefits. Pension and other postretirement benefits represent estimated amounts to be paid to employees in the future. The accounting for benefits reflects the recognition of these benefit costs over the employees’ approximate service period based on the terms of the plan and the investment and funding decisions made. The determination of the benefit obligations and the net periodic pension and other postretirement benefit costs requires management to make assumptions regarding the discount rate, return on retirement plan assets, increase in future compensation and health care cost trends. Changes in these assumptions can have a significant impact on the projected benefit obligation, funding requirement and net periodic benefit cost. The assumed discount rate is the rate at which the pension benefits could be settled. We use the rates on Aa corporate bonds as a basis for determining our discount rate assumption. The expected long-term rate of return on plan assets is based on the mix of assets held by the plan and the expected long-term rates of return within each asset class. The anticipated trend of future health care costs is based on historical experience and external factors. See Note 9 to the Consolidated Financial Statements in Item 8 for further information regarding our benefit plans.

Effective January 1, 2003, we reduced our rate of return on plan assets from 9.75% to 8.25%. As a result of low investment returns over the last few years, as well as our outlook for the long-term, particularly for equity securities, we determined that the assumed rate of return of 9.75% no longer reflected our best estimate of future long-term returns. Based on the current investment environment and the pension plan’s asset allocation, we determined that a long-term rate of return of 8.25% better reflected our expectations for future long-term returns. For the year ended December 31, 2002, pension income was $1.7 million. Had our assumed rate of return on plan assets been 8.25% at the beginning of 2002, pension income would have been approximately $0.6 million. We estimate that pension expense will be approximately $1.2 million in 2003.

Earnings per Share. Basic earnings per common share (EPS) are generally calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding. However, because the Preferred Stock contains certain participation rights, EITF Topic D-95, “Effect of Participating Securities on the Computation of Basic Earnings Per Share,” (“Topic D-95”) requires that the dilutive effect of those securities be

28

included in the weighted average number of shares outstanding. Furthermore, Topic D-95 requires that the dilutive effect to be included in basic EPS may be calculated using either the if-converted method or the two-class method. However, the dilutive effect of the Preferred Stock cannot be less than that which would result from the application of the two-class method. We have elected to use the if-converted method in calculating basic EPS.

Diluted EPS are calculated by dividing net income by the weighted average common shares outstanding plus common share equivalents. Common share equivalents include stock options and warrants, the dilutive effect of which is calculated using the treasury stock method, and Preferred Stock, the potential dilutive effect of which is calculated using the if-converted method.

Concentration of Credit Risk. We maintain a significant receivable balance from SBC for revenue participation income and pre-press publishing services. The revenue participation receivable is subject to adjustment, based on collections by SBC from individual advertisers; however, the adjustment is limited based on contractual provisions. The receivables for revenue participation and pre-press publishing services are recorded at net realizable value. We do not foresee a material credit risk associated with the collection of these receivables, although we can give no assurance that full payment will continue to be received on a timely basis. At December 31, 2002, we also had aggregate receivables from SPA for commissions, pre-press publishing fees and priority distribution income of $43.3 million. As a result of the acquisition, these receivables became intercompany items.

After the acquisition, a significant portion of our net revenue is derived from selling advertising to local small- and medium-sized businesses. These advertisers enter into twelve-month advertising sales contracts and typically make monthly payments over the term of the contract. Some advertisers pre-pay the full amount or a portion of the contract value. Most advertisers, including all new advertisers, are subject to a credit review, and if the advertiser qualifies, we extend credit to them for their advertising purchase. Small- and medium-sized businesses tend to have fewer financial resources and higher financial failure rates than large businesses. In addition, full collection of delinquent accounts can take an extended period of time and involve increased costs. While we do not believe that extending credit to our local advertisers will have a material adverse affect on our results of operations and financial condition, no assurances can be given. We do not require collateral from our advertisers, although we do charge interest to advertisers who do not pay within specified due dates. National advertising is typically paid in full within 30 days of directory publication by the associated CMR.

Employee Stock Options. We follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations (APB 25) in accounting for our stock option plan, and, accordingly, no compensation expense related to the issuance of stock options to employees or non-employee directors has been recognized in the three years ended December 31, 2002. We also grant stock options to certain key employees of DonTech. Because DonTech employees are not our employees, current accounting rules require that we recognize compensation expense over the vesting period based on the fair value of the options. We recognized compensation expense of $0.2 million, $0.7 million and $0.2 million in 2002, 2001 and 2000, respectively.

In 2002, options to purchase 1,486,000 shares of our common stock (“Founders Grant”) were granted to certain employees contingent on the consummation of the SPA acquisition. Under APB 25, we will recognize expense of $5.1 million over the next four years.

The following table reflects the pro forma net income and earnings per share assuming we applied the fair value method of SFAS No. 123 “Accounting for Stock-Based Compensation.” The pro forma disclosures shown are not necessarily representative of the effects on income and earnings per share in future years.

(amounts in millions, except per share date)		2002		2001		2000
Net income
	As reported	$	67.2	$	49.8	$	124.8
	Pro forma	$	64.6	$	47.6	$	123.0
Net income available to common
	As reported	$	42.5	$	49.8	$	124.8
	Pro forma	$	39.9	$	47.6	$	123.0

29

(amounts in millions, except per share date)		2002		2001		2000
Basic earnings per share
	As reported	$	1.42	$	1.65	$	3.91
	Pro forma	$	1.33	$	1.59	$	3.85
Diluted earnings per share
	As reported	$	1.40	$	1.61	$	3.83
	Pro forma	$	1.32	$	1.54	$	3.78

The fair value of stock options used to compute the pro forma disclosures is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2002			2001			2000
Dividend yield		0	%		0	%		0	%
Expected volatility		35	%		35	%		35	%
Risk-free interest rate		3.1	%		4.8	%		6.6	%
Expected holding period	4 years			4 years			4 years

In December 2002, the Financial Accounting Standards Board (“FASB”) issued FAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment to FAS 123.” This statement provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock based employee compensation. In addition, the statement amends the disclosure requirements of FAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect on reported results. The statement is effective for calendar year 2003; however, at this time, we do not intend to voluntarily adopt the provisions of FAS 123.

New Accounting Pronouncements

In April 2002, the FASB issued FAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This statement, among other things, changes the way gains and losses from the extinguishment of debt are reported. Previously, all gains and losses from the extinguishment of debt were required to be reported as an extraordinary item, net of related tax effect. Under FAS 145, gains and losses from the extinguishment of debt should be reported as part of on-going operations, unless the extinguishment of debt is both an unusual and infrequent event for the entity. Previously reported extraordinary gains and losses from the extinguishment of debt that are not unusual or infrequent should be reclassified. This statement is effective for calendar year 2003; however, as permitted, we adopted this statement at the end of 2002. Previously reported extraordinary losses from the extinguishment of debt have been reclassified. Accordingly, interest expense includes the write-off of deferred financing costs associated with the prepayment of debt of $0.5 million, $0.7 million and $1.1 million in 2002, 2001 and 2000, respectively. The adoption of this statement did not impact previously reported net income.

In June 2002, the FASB issued FAS 146, “Accounting for Costs Associated with Exit or Disposal Activities.” FAS 146 addresses the accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” This statement is effective for transactions initiated after December 31, 2002 and is to be applied prospectively.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This Interpretation elaborates on the disclosures to be made by a guarantor in financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements for periods ending after December 15, 2002. We do not guarantee any obligations of third parties (including DonTech); however its indirect subsidiaries jointly and severally, fully and

30

unconditionally guarantee the debt obligations of R.H. Donnelley Inc. See Note 13 to the Consolidated Financial Statements in Item 8.

See Note 1 to the Consolidated Financial Statements in Item 8 for additional information on our accounting policies.

RESULTS OF OPERATIONS
Three Years Ended December 31, 2002

Factors Affecting Comparability

During 2000, the following transactions resulted in a pre-tax net gain of $86.5 million ($53.5 million after-tax) and a one-time operating income benefit of $15.8 million:

• We executed an agreement with affiliates of Bell Atlantic Corporation, (now known as Verizon Communications, “Bell Atlantic”), for the early termination of our sales agency agreements, sold our Cincinnati proprietary operations and ceased operations of our Get Digital Smart Internet business (“GDS”).

• We restructured and extended the CenDon sales agency relationship through 2010. The original relationship was set to expire in 2004.

• In connection with an investment by an unaffiliated third party in ChinaBig, we became a passive investor, and as such, no longer recognized our share of the losses of ChinaBig.

Disposition of Businesses and Related Cost Cutting Actions

On April 27, 2000, we sold our Cincinnati proprietary directory business to Yellow Book USA, Inc. for $8 million.

On June 30, 2000, we entered into an agreement with Bell Atlantic for the early termination of the directory services agreements, as amended (the “Agency Agreements”) between Bell Atlantic and us. Pursuant to the Agency Agreements, we served as exclusive sales agent for Bell Atlantic directories covering substantially all of New York State. The Agency Agreements were scheduled to expire in 2003 and 2005. Under the terms of the agreement, we received a termination payment of $114 million and commission payments for those sales that occurred prior to the closing.

In December 2000, we ceased operations of GDS. GDS was formally launched in February 2000 in the Miami/Ft. Lauderdale market to test the economic viability of providing a variety of products and services designed to deliver a comprehensive package of Internet marketing and e-commerce capabilities to small- and medium-sized local businesses. While the test demonstrated that there was a demand for the products and services being offered, GDS was not broadly capable of providing an adequate return on investment within its originally planned time horizon. We recognized one-time costs of $2.9 million related to the shutdown of the business.

We also implemented cost-cutting measures in 2000, including headcount reductions, at our pre-press publishing facility in Raleigh and corporate headquarters consistent with the new operating structure.

CenDon Partnership Restructuring and Extension

Effective for directories that published after June 30, 2000, we entered into a series of agreements with SPA that effectively restructured the CenDon Partnership as a limited liability company and extended the sales agency arrangement through 2010 (“CenDon Restructuring”). Both the partnership agreement and sales agency agreement were set to expire in 2004. The revised arrangement focused our responsibilities on sales and certain pre-press publishing services and established us as the exclusive sales agent for SPA’s directory products in the markets previously covered by the partnership agreement. SPA assumed responsibility for the printing and delivery of directories, which were previously performed by the CenDon Partnership, and related support services such as marketing, customer service and collections, which were previously performed by us. Under the revised arrangement, SPA managed CenDon. We received sales commissions on all advertising sold, and in consideration for transferring control over the publishing functions to SPA, we also received a priority distribution. The priority

31

distribution was designed to allow us to maintain the same level of profitability that we would have earned under the predecessor CenDon Partnership through its scheduled expiration date in 2004. Under the revised arrangement, total payments from CenDon (sales commission plus priority distribution) were expected to average approximately 37% of CenDon advertising sales through 2004. Starting with sales into 2005 directories, we would not have received a priority distribution but would have received a supplemental sales commission for sales into 2005 through 2007 directories. Total payments from CenDon (sales commission plus supplemental sales commission) in 2005 were expected to be approximately 35% of CenDon advertising sales and to decline four percentage points per year through 2007. For sales into 2008 through 2010 publications, we would have received our base 23% commission on CenDon advertising sales.

Under the revised arrangement, revenue and related costs were recognized at the time of sale, whereas, under the previous CenDon Partnership, where we shared responsibility for the publishing and delivery functions, revenue and related costs were recognized at the time of directory publication. Accordingly, a one-time operating income benefit of $15.8 million was recorded in 2000 related to advertising sales made and costs incurred prior to the effective date of the agreement for directories that published subsequent to the effective date of the agreement.

ChinaBig Investment and Impairment Charge

We presently have a nominal 18% interest in ChinaBig, which publishes yellow pages directories and offers Internet directory services in the People’s Republic of China. In connection with an equity investment by an unaffiliated third party and in order to facilitate the raising of additional capital and provide greater flexibility, on June 15, 2000, ChinaBig and each existing investor restructured the existing joint venture agreement of ChinaBig to, among other things, significantly reduce our ability to influence the operations of ChinaBig. As a result, we became a passive investor in ChinaBig and began to account for this investment under the cost method. Prior to June 15, 2000, we accounted for this investment under the equity method. Therefore, subsequent to June 15, 2000, equity losses of ChinaBig were no longer recognized in the consolidated statement of operations.

In November 2001, we received an independent third party valuation of ChinaBig’s current business plan, capital needs and outlook for profitability and cash flow. The valuation was conducted in connection with a proposed equity financing. The results of the valuation provided a range of possible estimated fair values for ChinaBig, all of which implied that the fair value of this investment was substantially lower than the carrying value of $13.4 million. Accordingly, an impairment charge of $11.4 million was recorded in 2001 to write this investment down to an amount that we believed was the best estimate of the current fair value of the investment at that time. After reviewing ChinaBig’s 2002 operating results, we determined that sufficient evidence did not exist to support the carrying value of this investment and that the probability of realizing any value from this investment in the foreseeable future was remote. Accordingly, an additional impairment charge of $2.0 million was recorded to write off the remaining book value of the investment in 2002.

Restructuring and Special Charge

In 2001, a restructuring and special charge of $18.6 million was recorded in connection with executive management employment transition arrangements and the expiration of a pre-press publishing contract, which was expected to result in the elimination of approximately 100 positions during 2002. The charge included:

• $9.9 million associated with executive management transition arrangements, including severance, accrued pension benefits and other related costs;

• $3.3 million for other employee severance and related costs;

• $4.4 million for idle leased space in the Raleigh publishing facility and planned relocation of the corporate headquarters due to excess capacity; and

• $1.0 million for professional fees and the write-off of assets no longer considered useable.

As a result of the SPA acquisition, we determined that certain costs originally anticipated in the restructuring charge would not be incurred. Specifically, idle leased space in the Raleigh publishing facility will now be utilized, planned severance and other related costs will be significantly less and the corporate headquarters is no longer expected to be relocated. Accordingly, income of $6.4 million was recognized in 2002 from the reversal of $6.7 million of the original reserve, partially offset by a charge of $0.3 million for additional costs paid in connection with the executive management transition.

32

As Adjusted Results

Due to the disposition of businesses during 2000 and the one-time benefit from the CenDon Restructuring, we have presented 2000 results on both a reported basis and an as adjusted basis to facilitate comparisons with 2001 and 2002 reported results. The as adjusted information was derived by excluding from the reported amounts the revenue, advertising sales, and expenses of the Bell Atlantic, Cincinnati and GDS operations through the date of their disposition, as well as the one-time items from the CenDon Restructuring. We believe the as adjusted information is more indicative of our underlying financial and operational performance and better reflected the results of our continuing businesses at that time. The as adjusted information does not purport to represent what our actual results would have been had the transactions occurred as of the assumed dates or to project the results of operations or financial condition for any future period.

We have historically presented both the reported results and as adjusted information for 2000 as described above in our Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, our narrative discussion of the results and underlying reasons for variances from one period to another focused on the as adjusted information because management believed it was more indicative of underlying financial and operating performance. However, in response to the Securities and Exchange Commission’s recent adoption of Regulation G and related rules, the discussion below focuses on the underlying reasons and causes of variances in the reported amounts from one period to the next. We have maintained the tabular presentation of both the reported results and as adjusted information and disclosure of reconciling items for comparative purposes.

Net Revenue

During the reporting periods, revenue was derived entirely from our DAS segment (with the exception of $0.2 million of revenue from GDS in 2000). As a sales agent for Sprint, we earned commission revenue based on the annual billing value of advertisements sold for Sprint directories in the period (“Sprint calendar sales”). Sales commission revenue was recorded net of an estimate for potential claims allowances. We also earned revenue from providing pre-press publishing services.

The amount of commission revenue recognized was directly correlated to Sprint calendar sales recorded during the period. We managed the sale of advertising on a directory-by-directory basis and organized each directory into a sales campaign. A typical sales campaign lasts two to five months and ends approximately two months before a directory is scheduled to be published. Therefore, changes in the beginning and ending dates of a sales campaign and the actual sales recorded at any point during the campaign can vary from one period to the next. These variations could have caused sales commission revenue in the period to be materially different from the prior comparative period. Reported and as adjusted net revenue were as follows:

($ amounts in millions)											2002 vs. 2001						2001 vs. 2000
			2002			2001		2000			$ Change			% Change			$ Change			% Change
Reported
Commission revenue			$	43.1		$	42.7	$	115.7		$	0.4			0.9	%	$	(73.0	)		(63.1	)%
Sales allowances				(0.4	)		1.1		(6.9	)		(1.5	)		n/m			8.0			n/m
Net commission revenue				42.7			43.8		108.8			(1.1	)		(2.5	)		(65.0	)		(59.7	)
Pre-press publishing fees				31.1			32.9		32.3			(1.8	)		(5.5	)		0.6			1.9
	Total revenue – DAS			73.8			76.7		141.1			(2.9	)		(3.8	)		(64.4	)		(45.6	)
GDS				—			—		0.2			—			—			(0.2	)		n/m
		Total	$	73.8		$	76.7	$	141.3		$	(2.9	)		(3.8	)%	$	(64.6	)		(45.7	)%
As adjusted
Commission revenue (a)			$	43.1		$	42.7	$	47.2		$	0.4			0.9	%	$	(4.5	)		(9.5	)%
Sales allowances (a)				(0.4	)		1.1		(2.2	)		(1.5	)		n/m			3.3			n/m
Net commission revenue				42.7			43.8		45.0			(1.1	)		(2.5	)		(1.2	)		(2.7	)
Pre-press publishing fees				31.1			32.9		32.3			(1.8	)		(5.5	)		0.6			1.9
	Total revenue – DAS			73.8			76.7		77.3			(2.9	)		(3.8	)		(0.6	)		(0.8	)
GDS (b)				—			—		—			—			—			—			--
		Total	$	73.8		$	76.7	$	77.3		$	(2.9	)		(3.8	)%	$	(0.6	)		(0.8	)%

33

(a)	Excludes Bell Atlantic commission revenue of $47.4 million and sales allowances of $4.7 million and a revenue benefit of $21.0 million from the CenDon Restructuring in 2000.
(b)	Excludes revenue for GDS in 2000.

Net revenue was $73.8 million, $76.7 million and $141.3 million for 2002, 2001 and 2000, respectively. Net commission revenue decreased $1.1 million in 2002 compared to 2001 primarily due to the reversal of $1.4 million of sales claims allowances in 2001. Fees from pre-press publishing services declined $1.8 million primarily due to a reduction in volumes resulting from the expiration of a pre-press publishing contract in December 2002.

Net revenue in 2001 declined $64.6 million, or 45.7% from 2000 primarily due to the loss of revenue in 2001 from the Bell Atlantic business and a revenue benefit of $21.0 million in 2000 from the CenDon Restructuring. Revenue from Bell Atlantic in 2000 was $42.8 million. On an as adjusted basis, revenue in 2000 was $77.3 million, which was in-line with 2001 revenue.

Calendar Advertising Sales

Commission revenue, priority distribution income from Sprint, and revenue participation income from SBC are directly correlated to the value of advertising sales made during the period. The table below sets forth the value of advertising that we sold on behalf of Sprint (and Bell Atlantic in 2000) and that DonTech sold on behalf of SBC during the periods noted. DonTech manages its selling process in a manner similar to how we manage our selling process. Accordingly, the annual billing value of advertisements sold for SBC directories in the period (“DonTech calendar sales”) can vary from one period to the next due to changes in the beginning and ending dates of a sales campaign and the actual sales recorded at any point during the campaign.

Reported and as adjusted calendar sales by segment were as follows:

($ amounts
in millions)									2002 vs. 2001						2001 vs. 2000
			2002		2001		2000		$ Change			% Change			$ Change			% Change
Reported
	DonTech		$	402.9	$	422.6	$	428.2	$	(19.7	)		(4.7	)%	$	(5.6	)		(1.3	)%
	DAS			186.8		185.3		469.5		1.5			0.8			(284.2	)		(60.5	)
		Total	$	589.7	$	607.9	$	897.7	$	(18.2	)		(3.0	)%	$	(289.8	)		(32.3	)%
As adjusted
	DonTech		$	402.9	$	422.6	$	428.2	$	(19.7	)		(4.7	)%	$	(5.6	)		(1.3	)%
	DAS (a)			186.8		185.3		191.7		1.5			0.8			(6.4	)		(3.3	)
		Total	$	589.7	$	607.9	$	619.9	$	(18.2	)		(3.0	)%	$	(12.0	)		(1.9	)%

(a) Excludes Bell Atlantic sales of $182.0 million and a sales benefit from the CenDon Restructuring of $95.8 million in 2000.

Calendar sales were $589.7 million, $607.9 million and $897.7 million for 2002, 2001 and 2000, respectively. DonTech calendar sales declined 4.7% in 2002 and 1.3% in 2001. The decline in 2002 DonTech calendar sales reflects continued advertiser uncertainty from weak economic conditions, competition and changes in the servicing of sales campaigns to call on customers closer to the time when directories publish. The decline in 2001 reflects the weakening economic environment, which began affecting DonTech sales in the latter part of 2001, increased competition in Chicago and low consumer confidence resulting in advertisers not increasing their advertising spending and lower new business sales.

DAS calendar sales increased slightly during 2002 compared to 2001 as we began to see signs that these markets may be trending back towards historical growth levels. DAS sales in 2001 decreased 60.5% compared to 2000 mainly due to the loss of Bell Atlantic sales of $182.0 million and a one-time sales benefit of $95.8 million from the CenDon Restructuring. Excluding these items, calendar sales declined $6.4 million or 3.3% due to the weakening economy, tighter credit standards in light of the weakening economy and increased uncertainty among advertisers in certain Sprint markets. The effects of the weakening economy and increased uncertainty were exacerbated in the

34

tourist-based markets of Las Vegas and Orlando.

Publication Advertising Sales

Management also reviews and analyzes the value of advertising sales on behalf of Sprint (and Bell Atlantic in 2000) and by DonTech on behalf of SBC in directories that published during the period (“publication sales”). We compare publication sales for the period against publication sales for the same directories published in the prior year period (a “same store sales” type metric). We believe that a comparison of publication sales from one period to another gives an indication of underlying sales growth in directories as this metric removes the timing factors associated with a sales campaign. However, publication sales did not have a direct correlation to our reported revenue or profitability in the indicated period because calendar sales drive revenue and profitability and occur prior to publication dates.

Reported and as adjusted publication sales by segment were as follows:

($ amounts
in millions)									2002 vs. 2001						2001 vs. 2000
			2002		2001		2000		$ Change			% Change			$ Change			% Change
Reported
	DonTech		$	418.2	$	434.0	$	430.5	$	(15.8	)		(3.6	)%	$	3.5			0.8	%
	DAS			184.7		193.5		431.4		(8.8	)		(4.5	)		(237.9	)		(55.1	)
		Total	$	602.9	$	627.5	$	861.9	$	(24.6	)		(3.9	)%	$	(234.4	)		(27.2	)%
As adjusted
	DonTech		$	418.2	$	434.0	$	430.5	$	(15.8	)		(3.6	)%	$	3.5			0.8	%
	DAS (a)			184.7		193.5		193.3		(8.8	)		(4.5	)		0.2			0.1
		Total	$	602.9	$	627.5	$	623.8	$	(24.6	)		(3.9	)%	$	3.7			0.6	%

(a) Excludes Bell Atlantic sales of $238.1 million in 2000.

Publication sales were $602.9 million, $627.5 million and $861.9 million for 2002, 2001 and 2000, respectively. For 2002, publication sales at DonTech declined 3.6% and publication sales at DAS declined 4.5% compared to 2001. These declines were due to difficult economic conditions, reduced spending by advertisers and uncertainty and caution in the small business market following the events of September 11, 2001. Two of our largest sales campaigns, Sprint’s Las Vegas and SBC’s Chicago Consumer directories, were in their peak selling period immediately after September 11th. Both these directories published in early 2002 with the advertising sales value of the 2002 publications being substantially below the value of the 2001 publications. However, since our revenue and profitability were driven by calendar sales, the shortfall in the 2002 Las Vegas and Chicago Consumer directories were reflected in our 2001 results and did not directly impact our revenue or profitability in 2002.

Publication sales at DonTech in 2001 were relatively flat compared to 2000 as sales in 2001 were adversely affected by the weakening economy, uncertainty among advertisers and increased competition. DAS publication sales declined $237.9 million, or 55.1% mainly due to the loss of publication sales from the Bell Atlantic business in 2001. Publication sales in 2000 from Bell Atlantic were $238.1 million. Publication sales from Sprint in 2001 were flat compared to 2000 due to the weakening economy, tighter credit standards in light of the weakening economy and increased uncertainty among advertisers, especially in the tourist based market of Orlando.

35

Expenses

Reported and as adjusted expenses were as follows:

($ amounts in millions)										2002 vs. 2001						2001 vs. 2000
			2002			2001		2000		$ Change			% Change			$ Change			% Change
Reported
	Operating expenses		$	46.4		$	47.8	$	101.0	$	(1.4	)		(2.9	)%	$	(53.2	)		(52.7	)%
	G&A expenses			16.4			16.6		25.2		(0.2	)		(1.2	)		(8.6	)		(34.1	)
	Restructuring and special charge			(6.4	)		18.6		—		(25.0	)		n/m			18.6			N/m
	Investment impairment charge			2.0			11.4		—		(9.4	)		n/m			11.4			N/m
	D&A expense			6.3			10.8		15.4		(4.5	)		(41.7	)		(4.6	)		(29.9	)
		Total	$	64.7		$	105.2	$	141.6	$	(40.5	)		(38.5	)%	$	(36.4	)		(25.7	)%
As adjusted
	Operating expenses (a)		$	46.4		$	47.8	$	50.3	$	(1.4	)		(2.9	)%	$	(2.5	)		(5.0	)%
	G&A expenses (b)			16.4			16.6		22.5		(0.2	)		(1.2	)		(5.9	)		(26.2	)
	Restructuring and special charge			(6.4	)		18.6		—		(25.0	)		n/m			18.6			N/m
	Investment impairment charge			2.0			11.4		—		(9.4	)		n/m			11.4			N/m
	D&A expense (c)			6.3			10.8		12.7		(4.5	)		(41.7	)		(1.9	)		(15.0	)
		Total	$	64.7		$	105.2	$	85.5	$	(40.5	)		(38.5	)%	$	19.7			23.0	%

(a)	Excludes operating expenses for Bell Atlantic of $30.4 million, Cincinnati of $0.7 million, GDS of $9.0 million and expenses in connection with the CenDon Restructuring of $10.6 million in 2000.
(b)	Excludes general and administrative expenses for Bell Atlantic of $2.4 million and Cincinnati of $0.3 million in 2000.
(c)	Excludes depreciation and amortization expense of $2.6 million for Bell Atlantic and $0.1 million for Cincinnati in 2000.

Operating expenses were $46.4 million, $47.8 million and $101.0 million for 2002, 2001 and 2000, respectively. The decrease in 2002 operating expenses compared to 2001 was primarily due to a favorable settlement of $1.1 million for CenDon Partnership advertiser receivables (the “CenDon settlement”) and reduced headcount through attrition in our Raleigh facility. In 2002, we settled CenDon Partnership accounts receivable issues for approximately $2.1 million less than the amount reserved in our financial statements to cover potential losses. The remaining $1.0 million benefit was recognized as partnership income. We established reserves for these receivable issues over time as we became aware of relevant facts and circumstances. While we were a party to the CenDon Partnership, the reserves established were offset against partnership income. Subsequent to the CenDon Restructuring, the reserves established were charged to expense. Accordingly, the reversal of the reserves established was recorded to the same accounts to which the original reserve was recorded.

Operating expenses in 2001 decreased $53.2 million, or 52.7% compared to the prior year as 2000 includes $40.1 million of operating expenses from the Bell Atlantic, Cincinnati and GDS businesses and one-time expenses of $10.6 million from the CenDon Restructuring. The remaining decrease in operating expenses in 2001 was due to lower sales compensation related costs proportionate to the decrease in sales, the full year effect of cost savings initiatives implemented during 2000 and the absence of sales and production costs associated with our cable television yellow pages product, which was discontinued at the end of 2000.

General and administrative (G&A) expenses were $16.4 million, $16.6 million and $25.2 million for 2002, 2001 and 2000, respectively. G&A expense benefited in 2002 from lower salary and benefit costs due to the executive management transition, but these savings were offset by $1.2 million of expenses incurred in connection with the SPA acquisition. The majority of acquisition-related expenses were capitalized as part of the transaction. G&A expenses in 2001 decreased $8.6 million compared to 2000 primarily due to a full year effect of the cost savings initiatives implemented during 2000. Due to reduced headcount, savings were realized from lower salary and benefit costs, lower facilities costs due to the consolidation of staff and the elimination of corporate planning and international development efforts. In addition, $2.7 million of G&A expenses from the Bell Atlantic and Cincinnati businesses incurred in 2000 were not incurred in 2001.

36

See “Factors Affecting Comparability — Restructuring and Special Charge and ChinaBig Investment and Impairment Charge” for a discussion of the amounts reflected in the above table.

Depreciation and amortization expense was $6.3 million, $10.8 million and $15.4 million in 2002, 2001 and 2000, respectively. Depreciation and amortization expense has been steadily declining as a result of reduced capital spending, including software development, the write-off of assets from the disposition of businesses and significant software development costs incurred in our Raleigh pre-press publishing operation in 1995 and 1996 becoming fully amortized during 2000 and 2001.

Partnership and Joint Venture Income

Partnership and joint venture income (“partnership income”) includes our 50% share of the net income of DonTech, revenue participation income from SBC and the priority distribution on our membership interest in CenDon LLC. In 2000, partnership income also included equity losses from our ChinaBig investment. Effective June 16, 2000, we began to account for this investment under the cost method. Partnership income was as follows:

($ amounts in millions)									2002 vs. 2001						2001 vs. 2000
		2002		2001		2000			$ Change			% Change			$ Change			% Change
DonTech		$	117.1	$	122.4	$	124.0		$	(5.3	)		(4.3	)%	$	(1.6	)		(1.3	)%
CenDon			19.8		17.6		24.8			2.2			12.5			(7.2	)		(29.0	)
ChinaBig			—		—		(1.1	)		—			—			1.1			n/m
	Total	$	136.9	$	140.0	$	147.7		$	(3.1	)		(2.2	)%	$	(7.7	)		(5.2	)%

Partnership income was $136.9 million, $140.0 million and $147.7 million for 2002, 2001 and 2000, respectively. Partnership income from DonTech decreased $5.3 million in 2002 and $1.6 million in 2001 primarily due to the decline in DonTech calendar sales of 4.3% and 1.3% in 2002 and 2001, respectively. As previously stated, DonTech calendar sales have declined due to a weakening economy, low consumer confidence in certain markets and competition.

Partnership income from CenDon increased $2.2 million in 2002 partially due to the increase in calendar sales coupled with an increase in the priority distribution rate in 2002 from 12.9% to 13.2%. Partnership income for 2002 also included a $1.0 million benefit from the CenDon settlement. Partnership income from CenDon in 2001 decreased $7.2 million compared to 2000. The decrease is mainly due to a benefit of $5.4 million from the CenDon Restructuring in 2000 and lower sales in 2001.

Operating Income

Operating income from DonTech includes our 50% share of the net profits of DonTech and revenue participation income from SBC. Operating income from DAS includes the results of, and those costs directly incurred by, each constituent business unit, less an allocation of certain shared expenses based on estimated business usage. General & Corporate represents overhead and administrative costs that are not allocated to the DAS business units. Reported and as adjusted operating income were as follows:

($ amounts in millions)													2002 vs. 2001						2001 vs. 2000
				2002			2001			2000			$ Change			% Change			$ Change			% Change
Reported
	DonTech			$	117.1		$	122.4		$	124.0		$	(5.3	)		(4.3	)%	$	(1.6	)		(1.3	)%
	DAS				38.2			32.9			48.1			5.3			16.1			(15.2	)		(31.6	)
	General & Corporate				(13.7	)		(13.8	)		(15.8	)		0.1			0.7			2.0			12.7
	GDS				—			—			(8.9	)		—			—			8.9			n/m
		Segment Operating Income			141.6			141.5			147.4			0.1			(0.0	)		(5.9	)		(4.0	)
	Restructuring and special charge				6.4			(18.6	)		—			25.0			n/m			(18.6	)		n/m
	Investment impairment charge				(2.0	)		(11.4	)		—			9.4			n/m			(11.4	)		n/m
			Total	$	146.0		$	111.5		$	147.4		$	34.5			30.9	%	$	(35.9	)		(24.4	)%

37

($ amounts in millions)													2002 vs. 2001						2001 vs. 2000
				2002			2001			2000			$ Change			% Change			$ Change			% Change
As adjusted
	DonTech			$	117.1		$	122.4		$	124.0		$	(5.3	)		(4.3	)%	$	(1.6	)		(1.3	)%
	DAS (a)				38.2			32.9			26.0			5.3			16.1			6.9			26.5
	General and Corporate				(13.7	)		(13.8	)		(15.8	)		0.1			0.7			2.0			12.7
	GDS (b)				—			—			—			—			—			—			--
		Segment Operating Income			141.6			141.5			134.2			0.1			(0.0	)		7.3			5.4
	Restructuring and special charge				6.4			(18.6	)		—			25.0			n/m			(18.6	)		n/m
	Investment impairment charge				(2.0	)		(11.4	)		—			9.4			n/m			(11.4	)		n/m
			Total	$	146.0		$	111.5		$	134.2		$	34.5			30.9	%	$	(22.7	)		(16.9	)%

(a)	Excludes an operating income benefit of $15.8 million from the CenDon Restructuring, operating income for Bell Atlantic of $7.3 million and operating loss for Cincinnati of $1.0 million in 2000.
(b)	Excludes the operating loss of $8.9 million for GDS in 2000.

Operating income was $146.0 million, $111.5 million and $147.4 million in 2002, 2001 and 2000, respectively. Operating income from DonTech decreased $5.3 million in 2002 and $1.6 million in 2001. See “Partnership and Joint Venture Income” above for further details of the decrease in DonTech operating income.

Operating income from DAS increased $5.3 million in 2002 compared to 2001 due to higher sales at Sprint, the contractual increase in the priority distribution rate and the benefit from the CenDon settlement. This increase was partially offset by a reversal of $1.4 million of sales claims allowances in 2001. DAS operating income also benefited from lower software amortization expense as the significant amount of investment in software development made at the Raleigh publishing facility in 1995 and 1996 was fully amortized during 2000 and 2001. DAS operating income in 2001 decreased $15.2 million compared to 2000 as operating income for 2000 included a one-time benefit of $15.8 million from the CenDon Restructuring and operating income of $6.3 million from Bell Atlantic and Cincinnati. The decrease in 2001 operating income caused by these items was partially offset by lower information technology and publishing costs due to the full-year benefit of cost cutting initiatives and strategic actions taken in 2000 plus higher Sprint income from cost management and controls and the reversal of prior period sales claims allowances.

General and Corporate costs were consistent with last year as lower salary and benefit costs from the executive management transition in 2002 were offset by $1.2 million of costs related to the acquisition of SPA. General and Corporate costs decreased $2.0 million in 2001 compared to 2000 primarily due to cost cutting initiatives and headcount reductions that resulted in lower salary and benefit costs, lower rental costs, the elimination of corporate planning and international development efforts and lower depreciation expense.

Interest and Taxes

Interest expense was $35.5 million, $27.4 million and $35.9 million in 2002, 2001 and 2000, respectively. Interest expense for 2002 includes $12.7 million of interest incurred on the $1,825 million of proceeds from Term Loan B and the Notes that were held in escrow. Interest expense, excluding the interest on the funds in escrow, was $22.8 million, $4.6 million lower than 2001 due to lower outstanding borrowings and lower interest rates. Interest income in 2002 of $2.0 million includes $1.5 million of income on the funds held in escrow. Interest expense in 2002 and 2001 benefited from prepayments of $65 million of debt in 2001 and $90 million of debt in 2000.

The effective tax rate for 2002, 2001 and 2000 was 40.0%, 41.9% and 38.2%, respectively. The effective tax rate in 2002 and 2001 was impacted by the ChinaBig investment impairment charges, which were not deductible against income for tax purposes. These charges represent capital losses and can only be offset against capital gains. These charges also gave rise to a deferred tax asset of $6.1 million that can only be realized by offsetting future capital gains. Given our current business portfolio and projections of future results, we believe that the probability of generating future capital gains to realize this asset is remote. Accordingly, a valuation allowance for the full value of the asset was established.

38

Other (expense) income

Other (expense) income in 2002 consisted of a $1.5 million charge related to our interest rate swap and a $1.0 million reversal of remaining reserves related to the disposition of businesses in 2000. Other (expense) income in 2000 consisted of the net gain on the disposition of businesses.

As a result of the then-pending repayment of existing variable rate debt in connection with the SPA acquisition, our interest rate swap no longer qualified for hedge accounting treatment at December 31, 2002. Accordingly, a charge of $1.5 million, previously recognized in accumulated other comprehensive loss on the balance sheet, was taken against earnings.

The calculation of the gain recorded in 2000 for the disposition of businesses included certain reserves established in connection with the termination of the Agency Agreements with Bell Atlantic. These reserves were based on the best information available to us at the time of the transaction. At December 31, 2002, we believe that sufficient time has elapsed since the transaction and that no additional costs will be incurred. Accordingly, remaining reserves of $1.0 million were reversed into income.

Net income and net income available to common shareholders

Net income was $67.2 million, $49.8 million and $124.8 million in 2002, 2001 and 2000, respectively. The dividend on the Preferred Stock, whether paid in cash or allowed to accrue, reduces net income and the residual is net income available to common shareholders. For 2002, net income was reduced by a Preferred Stock dividend of $24.7 million to derive net income available to common shareholders of $42.5 million.

The amount of the Preferred Stock dividend includes the stated 8% dividend of $0.5 million (pro rata for the period outstanding) and a deemed dividend for a beneficial conversion feature (“BCF”) of $24.2 million. The BCF is a function of the conversion price of the Preferred Stock ($24.05), the fair value of the warrants ($5.3 million based on the Black Scholes model and an exercise price of $26.28) and the fair market value of the underlying common stock on the date of issuance ($29.92). The full amount of the BCF is treated as a deemed dividend in 2002 as the Preferred Stock was convertible into common stock immediately after issuance. An additional BCF of $38.2 million resulted from the issuance of 130,000 additional shares of Preferred Stock to the GS Funds in January 2003, which will be recorded as a deemed dividend in the first quarter 2003.

Earnings Per Share

Basic earnings per common share (EPS) are generally calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding. However, because the Preferred Stock contains certain participation rights, Topic D-95 requires that the dilutive effect of those securities be included in the weighted average number of shares outstanding. Furthermore, Topic D-95 requires that the dilutive effect included in basic EPS may be calculated using either the if-converted method or the two-class method. However, the dilutive effect of the Preferred Stock cannot be less than that which would result from the application of the two-class method.

Diluted EPS are calculated by dividing net income by the weighted average common shares outstanding plus common share equivalents. Common share equivalents include stock options and warrants, the dilutive effect of which is calculated using the treasury stock method, and Preferred Stock, the potential dilutive effect of which is calculated using the if-converted method.

For the years ended December 31, 2001 and 2000, basic earnings per share were calculated by dividing net income by the weighted average common shares outstanding during the year and diluted earnings per share were calculated by dividing net income by the weighted average common shares outstanding plus potentially dilutive common shares, primarily stock options, calculated using the treasury stock method.

39

EPS for the years ended December 31, 2002, 2001 and 2000 are presented below.

( in thousands, except per share data)			2002			2001		2000
Net income available to common			$	42,475		$	49,815	$	124,758
Weighted average common shares outstanding				29,643			30,207		31,947
Dilutive effect of stock options				655			769		647
Weighted average common and common equivalent shares outstanding				30,298			30,976		32,594
Earnings per share
		Basic	$	1.42		$	1.65	$	3.91
		Diluted	$	1.40		$	1.61	$	3.83
The calculation of EPS for 2002 is as follows:
Basic EPS – If-Converted Method
Income available to common			$	42,475
Preferred Stock dividend				24,702
Net income			$	67,177
Weighted average common shares outstanding				29,643
Weighted average common equivalent shares assuming conversion of Preferred Stock				281
				29,924
Basic earnings per share – if-converted method			$	2.24
At December 31, 2002, the Preferred Stock was convertible into 2,933,888 shares of common stock. However, since the Preferred Stock was issued in November 2002, the number of common share equivalents included in the EPS calculation has been weighted for the actual time the Preferred Stock was outstanding during the year.
Basic EPS – Two-Class Method
	Income available to common and common equivalent		$	42,475
	Amount allocable to common shares (1)			99	%
	Rights to undistributed earnings		$	42,051
	Weighted average common shares outstanding			29,643
Basic earnings per share – two-class method			$	1.42
(1) 29,643 / (29,643 + 281)
Diluted EPS
Net income available to common			$	42,475
Weighted average common shares outstanding				29,643
Dilutive effect of stock options				655
Weighted average common and common equivalent shares outstanding				30,298
Diluted EPS			$	1.40

40

The conversion of the Preferred Stock was not reflected in the calculation of diluted EPS because the effect was anti-dilutive.

41

LIQUIDITY AND CAPITAL RESOURCES

The SPA acquisition was financed through borrowings under our new $1,525 million Credit Facility, the issuance of $325 million 8 7/8% Notes and $600 million 10 7/8% Notes and the issuance of $200 million of Preferred Stock to the GS Funds. To take advantage of favorable market conditions and to ensure the timely consummation of the SPA acquisition, in December 2002, we incurred debt under and received the gross proceeds of the Term Loan B and the Notes. The total proceeds of $1,825 million were deposited and held in escrow pending the closing of the SPA acquisition. Additionally, the GS Funds invested an initial $70 million of their $200 million commitment through the purchase of 70,000 shares of Preferred Stock and warrants to purchase 577,500 shares of our common stock in November 2002. We issued the Preferred Stock earlier than anticipated in order to facilitate the cure of a technical default under the indenture governing the Existing Notes. The technical default resulted from our inadvertent failure to cause certain subsidiaries to be added as guarantors to such indenture in 2000. The net proceeds of $69.3 million from the issuance of Preferred Stock and warrants were used to offset certain restricted payments that were made in 2000 and 2001. As a result, the technical default was cured.

At December 31, 2002, we had $1,936.5 million of cash and cash equivalents. This amount included the proceeds of $1,825 million held in escrow, $69.3 million from the issuance of Preferred Stock and warrants and $34.4 million of the $40.0 million drawn under our previous revolver. Accordingly, $1,928.7 million of the cash on hand at year-end was restricted and intended to be used to finance the SPA acquisition, repay existing debt and pay transaction costs.

On January 3, 2003, we borrowed $510 million consisting of $500 million Term Loan A proceeds and $10 million under the Revolver. We also received the proceeds of $1,825 million held in escrow and the GS Funds purchased the remaining $130 million of Preferred Stock and warrants to purchase 1,072,500 shares of our common stock. These proceeds were used to acquire the common stock of SPA, repay existing debt and pay transaction costs.

42

The sources and uses of funds in connection with the acquisition are summarized as follows:

Sources:
Proceeds from the Credit Facility		$	1,410.0
Proceeds from the Notes			925.0
Proceeds from the sale of Preferred Stock and warrants			200.0	(1)
Available cash			29.8
	Total sources	$	2,564.8
Uses:
Purchase price		$	2,213.5
Payment of CenDon obligations			14.0
Repay existing debt, including accrued interest			244.2
Fees and expenses			93.1
	Total uses	$	2,564.8

(1) Calculated prior to the application of a 1% closing payment and other fees.

In connection with a tender offer and exit consent solicitation, $128.8 million of the Existing Notes were repurchased on January 3, 2003. We borrowed an initial $1,410 million under the Credit Facility contingent upon our repurchase of the entire $150 million aggregate principal amount of the Existing Notes. Any proceeds that were not used to repurchase the Existing Notes were required to be repaid to the lenders under the Credit Facility. Accordingly, $21.2 million, representing the amount of Existing Notes that remain outstanding following the tender offer and exit consent solicitation, was repaid to the lenders under the Credit Facility shortly after the consummation of the acquisition.

The Credit Facility bears interest, at our option, at either:

• The highest of (i) a base rate as determined by Deutsche Bank Securities Inc., Salomon Smith Barney Inc. or Bear, Sterns & Co. Inc.; (ii) the three-month certificate of deposit rate plus 1/2 of 1%, and (iii) the Federal Funds Effective Rate (as defined) plus 1/2 of 1%; or

• LIBOR rate plus an applicable margin. We may elect interest periods of 1, 2, 3, 6 or 12 months for LIBOR borrowings.

The Credit Facility and the indentures governing the Notes contain usual and customary negative covenants that, among other things, place limitations on our ability to (i) incur additional indebtedness, including capital leases and liens; (ii) pay dividends and repurchase our capital stock; (iii) enter into mergers, consolidations, acquisitions, asset dispositions and sale-leaseback transactions; (iv) make capital expenditures; and (v) issue capital stock of our subsidiaries. The Credit Facility also contains financial covenants relating to maximum leverage, minimum interest coverage, minimum fixed charge coverage and maximum senior leverage. The Revolver and Term Loan A mature December 2008 and the Term Loan B loan matures June 2010. Substantially all of our assets, including the capital stock of our subsidiaries, are pledged to secure our obligations under the Credit Facility.

The Preferred Stock is convertible at any time at a price of $24.05. The cumulative dividend of 8% is compounded quarterly and may be paid in cash or allowed to accrue, at our option. The Credit Facility significantly limits our ability to pay the Preferred Stock dividends in cash through 2004. The warrants issued in November 2002 have an exercise price of $26.28 and the warrants issued in January 2003 have an exercise price of $28.62. These warrants can be exercised at any time before they expire on January 3, 2008. We intend to issue treasury stock to satisfy conversion of the Preferred Stock and exercise of warrants.

As a result of the acquisition, we have a significant amount of debt and our debt service requirements are significantly higher than in the past. Aggregate outstanding debt as of January 3, 2003 was $2,356.2 million. The Term Loan A and Term Loan B require quarterly principal payments beginning in the first quarter of 2003. In

43

addition to the $21.2 million repaid under the Credit Facility, we have prepaid an additional $75 million of debt that was outstanding at January 3, 2003. As of March 17, 2003, we have $125 million of borrowing capacity under the Revolver. The following table sets forth our commitments for debt and lease payments for the next five years and thereafter. The $58.7 million of required principal payments in 2003 include only the scheduled principal payments under the Credit Facility and do not include the repayment of existing debt on January 3, 2003 or the $75 million prepayment of new debt.

		2003		2004		2005		2006		2007		Thereafter		Total
Debt payments		$	58.7	$	75.2	$	75.2	$	75.2	$	91.8	$	1,883.9	$	2,260.0
Lease commitments			7.0		6.2		2.6		0.4		0.4		1.8		18.4
	Total	$	65.7	$	81.4	$	77.8	$	75.6	$	92.2	$	1,885.7	$	2,278.4

Our primary source of liquidity will continue to be cash flows from operations as well as available borrowing capacity under the Revolver. Cash flows from operations will consist mainly of cash receipts from advertisers from the sale of advertising in our yellow pages directories, revenue participation payments received directly from SBC based on the value of advertising sales sold by DonTech and cash distributions from DonTech. Our primary liquidity requirement will be for principal and interest payments on our debt.

Our ability to meet our debt service requirements will depend on our ability to generate cash flow in the future. Our primary sources of cash flow will consist mainly of cash receipts from the sale of advertising in our yellow pages directories and revenue participation payments and cash distributions related to DonTech. These sources are directly dependent on the value of yellow pages advertising sold and can be impacted by, among other factors, general economic conditions, competition from other yellow pages directory publishers and other alternative products, consumer confidence and the level of demand for yellow pages advertising. We believe that the cash flow from operations, along with borrowing capacity under the Revolver, will be adequate to fund our operations and meet our debt service requirements for at least the next 12 to 24 months. However, we make no assurances that our business will generate sufficient cash flow from operations or that sufficient borrowing will be available under the Revolver to enable us to fund our operations and meet all debt service requirements.

Pre-Acquisition Liquidity

Cash flow from operations in 2002 was $50.0 million compared to $86.9 million in 2001. The decrease of $36.9 million is mainly due to payments of:

• $13.5 million for the 2001 executive management transition;

• $14.9 million relating to the SPA acquisition; and

• $4.9 million of interest on the acquisition financing proceeds placed into escrow.

Cash flow from operations in 2001 increased $4.1 million compared to the $82.8 million in 2000. Payments of accounts payable and accrued liabilities decreased $53.7 million as 2000 included significant payments for severance and taxes related to the Bell Atlantic and Cincinnati transactions and cash receipts from the DonTech Partnership and CenDon joint venture in excess of income increased $9.6 million, primarily due to the timing of cash receipts relative to the recognition of income. Income from DonTech and CenDon is recognized when a sales contract is executed; however, cash is not received until the publisher bills the advertiser. Therefore, timing differences exist as to when income is recognized and cash is collected. Partially offsetting these increases were lower collections of accounts receivable of $41.0 million in 2001 as accounts receivable collections in 2000 included the collection of all outstanding Bell Atlantic receivables at the time of the buyout of the Agency Agreements.

Cash used in investing activities in 2002 was $1,932.4 million, of which $1,928.7 million represents an increase in restricted cash intended to finance the SPA acquisition. Capital expenditures were $3.7 million in 2002 and $4.6 million in 2001. In 2001, we also made our final required investment in ChinaBig of $1.6 million. We currently have no material investment commitments. Cash provided from investing activities was $109.4 million in 2000. This amount included $122.0 million from the buyout of the Bell Atlantic Agency Agreements and sale of our

44

Cincinnati operations. Capital expenditures in 2001 were $3.1 million lower than 2000 due to lower capital requirements resulting from the reduction in headcount and disposition of businesses.

Cash provided by financing activities of $1,875.6 million in 2002 consisted primarily of:

• $1,825 million of proceeds from Term Loan B and the Notes;

• $40.0 million borrowed under our previous revolving credit facility, $34.4 million of which was used to fund interest and underwriting fees into escrow; and

• $69.3 million received from the issuance of Preferred Stock and warrants to the GS Funds; net of

• $62.5 million used to repay debt.

There were no treasury stock repurchases in 2002 as we suspended our share repurchase programs in the first quarter of 2002 while we analyzed various acquisition and growth opportunities.

Cash used by financing activities in 2001 was $121.5 million and consisted of debt prepayments of $65.0 million, treasury stock repurchases of $64.0 million and proceeds from option exercises of $7.5 million. Cash used by financing activities in 2000 was $139.1 million and consisted of debt prepayments of $90.0 million and a scheduled principal repayment of $3.0 million, treasury stock repurchases of $53.6 million and proceeds from option exercises of $7.5 million.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Pre-Acquisition Interest Rate Risk and Risk Management

We were exposed to interest rate risk through our prior credit facility, under which we borrowed at prevailing short-term rates. We have an outstanding interest rate swap agreement with a notional principal amount of $75 million, whereby we pay a fixed rate of 5.9% and receive floating rate payments based on 3-month LIBOR rates. For 2002, the weighted average rate received was 1.1%. This swap agreement expires in June 2003. Due to the pending repayment of variable rate debt under our prior credit agreement in conjunction with the SPA acquisition, at December 31, 2002, the interest rate swap no longer qualified for hedge accounting treatment. We recognized a charge of $1.5 million in 2002 to record the swap at its fair market value. We expect that changes in the fair value of the swap in 2003 will result in a gain of approximately $1.5 million as the swap approaches maturity and the fair value declines to zero. We intend to hold this interest rate swap through its expiration date.

The outstanding interest rate swap exposes us to credit risk in the event that we are in a net gain position and the counter party to the agreement does not, or cannot meet its obligation. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. The loss would be limited to the amount that would have been received, if any, over the remaining life of the swap agreement. At December 31, 2002, we were in a net loss position of $1.5 million (see “Market Risk Sensitive Instruments” below), and therefore, were not exposed to credit risk. The counterparty to the swap is a major financial institution and, were we in a net gain position, we would expect this counterparty to be able to perform its obligations under the swap. We use derivative financial instruments for hedging purposes only and not for trading or speculative purposes. A discussion of our accounting policies and further disclosure relating to these financial instruments is included in Note 1 to the Consolidated Financial Statements included in Item 8.

Market Risk Sensitive Instruments

The provisions of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS 137 and FAS 138 (“SFAS 133”), require that derivative instruments be recorded at fair value. At December 31, 2002, our interest rate swap did not meet the requirements for hedge accounting treatment and in accordance with SFAS 133, the unrealized fair value of the swap, which is the difference between what we would have to pay to terminate the swap, and the book value of the swap, was a loss of $1.5 million. This amount was recognized as a non-operating expense in 2002. The fair value of the swap was based on quoted market prices.

45

Post-Acquisition Interest Rate Risk and Risk Management

The Credit Facility and Revolver bear interest at variable rates. Accordingly, our earnings and cash flow are affected by changes in interest rates. On the closing date, the weighted average interest rate of borrowings under the Credit Facility and Revolver was 7.1%. Assuming a 1/8% increase in the average interest rate of these borrowings, annual interest expense would increase approximately $1.7 million. Under the terms of the Credit Facility, we are required to implement interest rate management strategies that would allow us to effectively fix the interest rate on at least 50% of our total outstanding debt no later than March 31, 2003. We are reviewing various strategies and anticipate entering into agreements that would enable us to fix the interest rate of approximately $250 million of variable rate debt.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

	Page
R.H. DONNELLEY CORPORATION
Report of Independent Accountants		47
Consolidated Balance Sheets at December 31, 2002 and 2001		48
Consolidated Statements of Operations for the three years ended December 31, 2002		49
Consolidated Statements of Cash Flows for the three years ended December 31, 2002		50
Consolidated Statement of Changes in Shareholders’ Deficit for the three years ended December 31, 2002		51
Notes to Consolidated Financial Statements		52
DONTECH
Report of Independent Accountants		79
Combined Balance Sheets at December 31, 2002 and 2001		80
Combined Statements of Operations for the three years ended December 31, 2002		81
Combined Statements of Cash Flows for the three years ended December 31, 2002		82
Combined Statements of Partners’ Capital for the three years ended December 31, 2002		83
Notes to Combined Financial Statements		84

46

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of R.H. Donnelley Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders’ deficit and cash flows present fairly, in all material respects, the financial position of R.H. Donnelley Corporation and its subsidiaries (the “Company”) at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
February 21, 2003

47

R.H. DONNELLEY CORPORATION

CONSOLIDATED BALANCE SHEETS

					December 31,
(in thousands, except share and per share data)					2002			2001
				Assets
Current Assets
	Cash and cash equivalents				$	7,787		$	14,721
	Restricted cash					1,928,700			—
			Total cash, cash equivalents and restricted cash			1,936,487			14,721
	Accounts receivable
		Trade				31,978			29,240
		Other				1,582			4,121
		Allowance for doubtful accounts				(4,772	)		(6,339	)
			Total accounts receivable			28,788			27,022
	Other current assets					3,399			2,275
			Total current assets			1,968,674			44,018
Fixed assets and computer software – net						12,008			14,514
Partnership and joint venture investments						202,236			208,989
Prepaid pension						22,748			20,956
Other non-current assets						17,709			7,504
			Total Assets		$	2,223,375		$	295,981
		Liabilities, Redeemable Convertible Preferred Stock and Shareholders’ Deficit
Current Liabilities
	Accounts payable and accrued liabilities				$	18,586		$	25,381
	Restructuring and other related liabilities					1,675			16,357
	Current portion of long-term debt					13,780			2,846
			Total current liabilities			34,041			44,584
Long-term debt						2,075,470			283,904
Long-term restructuring liability						—			4,934
Deferred income taxes – net						60,783			52,632
Pension and postretirement benefits						7,264			7,431
Other non-current liabilities						12,958			13,809
			Total liabilities			2,190,516			407,294
Commitments and contingencies
Redeemable convertible preferred stock						63,459			—
Shareholders’ Deficit
	Common stock, par value $1 per share, authorized – 400,000,000 shares; issued – 51,621,894 shares for 2002 and 2001, respectively					51,622			51,622
	Additional paid-in capital					63,913			32,043
	Warrants outstanding					5,330			—
	Unamortized restricted stock					(327	)		(336	)
	Retained earnings (deficit)					13,605			(28,870	)
	Treasury stock, at cost, 21,900,818 shares for 2002 and 22,231,910 shares for 2001					(164,743	)		(163,442	)
	Accumulated other comprehensive loss					—			(2,330	)
			Total shareholders’ deficit			(30,600	)		(111,313	)
			Total Liabilities, Redeemable Convertible Preferred Stock and Shareholders’ Deficit		$	2,223,375		$	295,981

The accompanying notes are an integral part of the consolidated financial statements.

48

R.H. DONNELLEY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

			Years Ended December 31,
			2002			2001			2000
(in thousands, except per share data)
Gross revenue			$	74,209		$	75,713		$	148,109
Sales allowances				(403	)		1,026			(6,822	)
	Net revenue			73,806			76,739			141,287
Expenses
	Operating expenses			46,421			47,833			101,029
	General and administrative expenses			16,432			16,643			25,143
	Restructuring and special (benefit) charge			(6,405	)		18,556			—
	Investment impairment charge			2,000			11,432			—
	Depreciation and amortization			6,249			10,767			15,433
		Total expenses		64,697			105,231			141,605
Partnership and joint venture income				136,873			139,964			147,693
		Operating income		145,982			111,472			147,375
Interest expense				(35,499	)		(27,411	)		(35,908	)
Interest income				1,951			1,763			3,912
Other (expense) income				(451	)		—			86,495
		Income before income taxes		111,983			85,824			201,874
Provision for income taxes				44,806			36,009			77,116
		Net income		67,177			49,815			124,758
8% cumulative dividend on Preferred Stock				544			—			—
Deemed dividend on Preferred Stock				24,158			—			—
		Net income available to common shareholders	$	42,475		$	49,815		$	124,758
Earnings per share
		Basic	$	1.42		$	1.65		$	3.91
		Diluted	$	1.40		$	1.61		$	3.83
Shares used in computing earnings per share
		Basic		29,643			30,207			31,947
		Diluted		30,298			30,976			32,594
Comprehensive Income:
		Net income available to common shareholders	$	42,475		$	49,815		$	124,758
		Unrealized loss on interest rate swaps, net of tax benefit		—			(2,330	)		—
		Comprehensive income	$	42,475		$	47,485		$	124,758

The accompanying notes are an integral part of the consolidated financial statements.

49

R.H. DONNELLEY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended December 31,
			2002			2001			2000
(in thousands)
Cash Flows from Operating Activities
Net income			$	67,177		$	49,815		$	124,758
Reconciliation of net income to net cash provided by operating activities:
	Depreciation and amortization			6,249			10,767			15,433
	Deferred income tax			8,151			(8,281	)		(2,111	)
	Provision for bad debts			2,897			2,978			4,306
	Other noncash charges			1,746			2,481			3,302
	Restructuring and special (benefit) charge			(6,694	)		18,556			—
	Investment impairment charge			2,000			11,432			—
	Gain on disposition of businesses, net of tax			(659	)		—			(53,454	)
	Loss on hedging activities			1,523			—			—
	Cash in excess of partnership and joint venture income			6,754			11,893			2,252
	(Increase) decrease in accounts receivable			(2,513	)		292			41,304
	(Increase) decrease in other assets			(16,394	)		263			6,226
	Decrease in accounts payable and accrued liabilities			(19,014	)		(14,982	)		(61,097	)
	(Decrease) increase in other non-current liabilities			(1,268	)		1,640			1,847
		Net cash provided by operating activities		49,955			86,854			82,766
Cash Flows from Investing Activities
Additions to fixed assets and computer software				(3,743	)		(4,550	)		(7,717	)
Increase in restricted cash				(1,928,700	)		—			—
Investment in ChinaBig.com Limited				—			(1,550	)		(4,938	)
Proceeds from disposition of businesses				—			—			122,009
		Net cash (used in) provided by investing activities		(1,932,443	)		(6,100	)		109,354
Cash Flows from Financing Activities
Repayment of debt under Existing Credit Facility				(62,500	)		(65,000	)		(93,000	)
Proceeds from the issuance of Preferred Stock				69,300			—			—
Proceeds from the issuance of long-term debt				1,865,000			—			—
Purchase of treasury stock				—			(63,981	)		(53,627	)
Proceeds from employee stock option exercises				3,754			7,511			7,554
		Net cash provided by (used in) financing activities		1,875,554			(121,470	)		(139,073	)
(Decrease) increase in cash and cash equivalents				(6,934	)		(40,716	)		53,047
Cash and cash equivalents, beginning of year				14,721			55,437			2,390
Cash and cash equivalents, end of year			$	7,787		$	14,721		$	55,437
Supplemental Information
Cash interest paid			$	27,627		$	24,552		$	36,750
Income taxes paid			$	38,940		$	39,608		$	82,698

The accompanying notes are an integral part of the consolidated financial statements.

50

R.H. DONNELLEY CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

		Common Stock and				Unamortized			Retained						Other
		Additional				Restricted			Earnings			Treasury			Comprehensive			Total Shareholders'
		Paid-in Capital		Warrants		Stock			(Deficit)			Stock			Loss			Deficit
(in thousand)
Balance, December 31, 1999		$	56,860			$	(152	)	$	(203,443	)	$	(46,076	)				$	(192,811	)
Net income										124,758									124,758
Employee stock option exercises, including tax benefit			11,096										636						11,732
Restricted stock issued			204				(204	)											—
Stock issued for employee bonus plans			1,901										120						2,021
Compensatory stock options			176																176
Restricted stock amortization							124												124
Stock acquired for treasury													(54,510	)					(54,510	)
Balance, December 31, 2000			70,237				(232	)		(78,685	)		(99,830	)					(108,510	)
Net income										49,815									49,815
Employee stock option exercises, including tax benefit			11,101										585						11,686
Restricted stock issued			292				(297	)					5						—
Stock issued for employee bonus plans			1,408										90						1,498
	Compensatory stock options		627																627
Restricted stock amortization							193												193
Stock acquired for treasury													(64,292	)					(64,292	)
Unrealized loss on interest rate swaps, including tax benefit															$	(2,330	)		(2,330	)
Balance, December 31, 2001			83,665				(336	)		(28,870	)		(163,442	)		(2,330	)		(111,313	)
Net income										67,177									67,177
Preferred dividend										(24,702	)								(24,702	)
Employee stock option exercises, including tax benefit			4,925										260						5,185
Restricted stock issued			216				(221	)					5						—
Stock issued for employee bonus plans			2,328										106						2,434
Compensatory stock options			243																243
Stock acquired for treasury													(1,672	)					(1,672	)
Restricted stock amortization							230												230
Beneficial conversion feature from issuance of Preferred Stock			24,158																24,158
Issuance of warrants				$	5,330														5,330
Unrealized loss on interest rate swaps, including tax benefit																2,330			2,330
Balance, December 31, 2002		$	115,535	$	5,330	$	(327	)	$	13,605		$	(164,743	)	$	—		$	(30,600	)

The accompanying notes are an integral part of the consolidated financial statements.

51

R.H. DONNELLEY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data, unless otherwise noted)

1. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of R.H. Donnelley Corporation and its direct and indirect wholly owned subsidiaries (the “Company,” “we,” “us” and “our”). All intercompany transactions and balances have been eliminated. The DonTech Partnership is accounted for under the equity method as we do not have control, but do have the ability to exercise significant influence over DonTech’s operating and financial policies. Accordingly, DonTech’s results are not consolidated in our financial statements, but our share of its net profits is reported as partnership and joint venture income in the Consolidated Statements of Operations.

On January 3, 2003, we acquired all the common stock of Sprint Publishing & Advertising. This business will be included in our consolidated results from and after the acquisition date. Accordingly, the operating results of SPA are not included in our consolidated financial statements at or for the year ended December 31, 2002. (See Note 17, “Subsequent Events”).

Revenue Recognition. We earn revenue in the form of commissions from the sale of advertising and fees from our pre-press publishing services. Sales commission revenue is recognized net of potential claims allowances at the time an advertising contract is executed with a customer. Revenue from pre-press publishing operations was recognized as services are performed.

Partnership and Joint Venture Income and Investments. Partnership and joint venture income includes our 50% share of the net profits of DonTech, revenue participation income from an affiliate of SBC and the priority distribution income on our membership interest in CenDon. Revenue participation income and the priority distribution income are earned and recognized when a sales contract is executed with a customer. Prior to the restructuring of the CenDon relationship, which was effective July 1, 2000, the CenDon Partnership was accounted for under the equity method and we recognized our 50% share of the net profits of CenDon. The carrying value of the DonTech investment, the revenue participation receivable from SBC and the priority distribution receivable from Sprint is included as partnership and joint venture investments. The priority distribution receivable at December 31, 2002 was $16,266. As a result of the acquisition, this receivable became an intercompany item and was included as part of the purchase price.

Cash and Cash Equivalents. Cash equivalents include liquid investments with a maturity of less than three months at their time of acquisition. At December 31, 2002, cash of $1,928,700 was restricted and intended to be used to finance the SPA acquisition.

Trade Receivables. Trade receivables represent sales commissions earned from the sale of advertising and fees for pre-press publishing services. We establish an allowance for doubtful accounts based on the expected collectibility of receivables from advertisers based upon historical experience and contractual provisions. Receivables for sales commissions are billed to the publisher upon directory publication and collected in accordance with contractual provisions, typically in the same month of publication, but no later than nine months after publication. Receivables for pre-press publishing services are billed and collected in accordance with the terms of the applicable agreement.

Trade receivables at December 31, 2002 include $27,206 due from SPA for commissions and pre-press publishing services. As a result of the acquisition, these receivables became intercompany items and were included as part of the purchase price.

Fixed Assets and Computer Software. Fixed assets and computer software are recorded at cost. Depreciation and amortization is provided over the estimated useful lives of the assets using the straight-line method. Estimated useful lives are five years for machinery and equipment, ten years for furniture and fixtures, three to five years for computer equipment and five years for computer software. Leasehold improvements are amortized on a straight-line basis over

52

the shorter of the term of the lease or the estimated useful life of the improvement. Fixed assets and computer software at December 31, 2002 and 2001, consisted of the following:

		2002			2001
Computer software		$	65,349		$	62,428
Computer equipment			39,958			39,150
Machinery and equipment			3,863			3,863
Furniture and fixtures			4,967			4,953
Leasehold improvements			3,824			3,824
	Total cost		117,961			114,218
Less accumulated depreciation and amortization			(105,953	)		(99,704	)
	Net fixed assets and computer software	$	12,008		$	14,514

Depreciation and amortization expense for the years ended December 31, 2002, 2001 and 2000 was as follows:

	2002		2001		2000
Depreciation of fixed assets	$	2,823	$	3,803	$	5,532
Amortization of computer software		3,426		6,964		9,901
Total depreciation and amortization	$	6,249	$	10,767	$	15,433

Concentration of Credit Risk. We maintain significant receivable balances from SBC and Sprint for sales commissions, pre-press services, revenue participation and priority distribution. The revenue participation receivable from SBC is subject to adjustment, based on collections by SBC from individual advertisers; however, the adjustment is limited based on contractual provisions. Receivables are recorded at net realizable value. We do not foresee a material credit risk associated with collection, although we can give no assurance that full payment will continue to be received on a timely basis. As a result of the SPA acquisition, receivables from Sprint became intercompany items and were included as part of the purchase price.

Pension and Other Postretirement Benefits Pension and other postretirement benefits represent estimated amounts to be paid to employees in the future. The accounting for benefits reflects the recognition of these benefit costs over the employee’s approximate service period based on the terms of the plan and the investment and funding decisions made. The determination of the benefit obligations and the net periodic pension and other postretirement benefit costs requires management to make assumptions regarding the discount rate, return on retirement plan assets, increase in future compensation and health care cost trends. Changes in these assumptions can have a significant impact on the projected benefit obligation, funding requirement and net periodic benefit cost. The assumed discount rate is the rate at which the pension benefits could be settled. We use the rates on Aa corporate bonds as a basis for determining our discount rate assumption. The expected long-term rate of return on plan assets is based on the mix of assets held by the plan and the expected long-term rates of return within each asset class. The anticipated trend of future health care costs is based on historical experience and external factors. See Note 9 for further information regarding our benefit plans.

Effective January 1, 2003, we reduced our rate of return on plan assets from 9.75% to 8.25%. As a result of low investment returns over the last few years, as well as our outlook for the long-term, particularly for equity securities, we determined that the assumed rate of return of 9.75% no longer reflected our best estimate of future long-term returns. Based on the current investment environment and the pension plan’s asset allocation, we determined that a long-term rate of return of 8.25% better reflected our expectations for future long-term returns.

Derivative Financial Instruments. Our derivative financial instruments are limited to interest rate swap agreements used to manage exposure to fluctuations in interest rates on variable rate debt. At December 31, 2002, we had an interest rate swap agreement with a notional value of $75,000 and at December 31, 2001, we had interest rate swaps with a combined notional value of $125,000. We make fixed-rate payments of 5.9% and receive variable-rate payments based on 3-month LIBOR rates. The weighted average rate received was 1.1% in 2002 and 3.0% in 2001.

53

These periodic payments and receipts are recorded as part of interest expense. The swap agreement at December 31, 2002 will expire in June 2003. We do not use derivative financial instruments for trading or speculative purposes.

As a result of the SPA acquisition and repayment of existing variable rate debt, the $75,000 notional value interest rate swap did not qualify for hedge accounting treatment at December 31, 2002. Because the interest rate swap did not qualify for hedge accounting treatment at December 31, 2002, the unrecognized fair market value of the swap, previously recognized in other accumulated comprehensive loss on the balance sheet, was charged to earnings. Accordingly, a charge of $1,523 was included in other expense, net for the year ended December 31, 2002.

Income Taxes. We account for income taxes under the liability method in accordance with SFAS 109, “Accounting for Income Taxes.” See Note 8 for more information regarding our income tax provision.

Earnings per Share. Basic earnings per common share (EPS) are generally calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding. However, because the outstanding Preferred Stock contains certain participation rights, EITF Topic D-95, “Effect of Participating Securities on the Computation of Basic Earnings Per Share,” requires that the dilutive effect of those securities be included in the weighted average number of shares outstanding. Furthermore, Topic D-95 requires that the dilutive effect to be included in basic EPS may be calculated using either the if-converted method or the two-class method. However, the dilutive effect of the Preferred Stock cannot be less that that which would result from the application of the two-class method. We have elected to use the if-converted method in calculating basic EPS.

Diluted EPS are calculated by dividing net income by the weighted average common shares outstanding plus common share equivalents. Common stock equivalents include stock options and warrants, the dilutive effect of which is calculated using the treasury stock method, and Preferred Stock, the dilutive effect of which is calculated using the if-converted method. The calculation of basic and diluted EPS for 2002 is presented below.

Basic EPS – If-Converted Method
	Income available to common	$	42,475
	Preferred Stock dividend		24,702
	Net income	$	67,177
	Weighted average common shares outstanding		29,643
	Weighted average common equivalent shares assuming conversion of Preferred Stock		281
			29,942
Basic earnings per share – if-converted method		$	2.24

At December 31, 2002, the Preferred Stock was convertible into 2,933,888 shares of common stock. However, since the Preferred Stock was issued in November 2002, the number of common share equivalents included in the EPS calculation has been weighted for the actual time the Preferred Stock was outstanding for the year.

Basic EPS – Two-Class Method
	Income available to common and common equivalent	$	42,475
	Amount allocable to common shares (1)		99	%
	Rights to undistributed earnings	$	42,051
	Weighted average common shares outstanding		29,643
	Basic earnings per share – two-class method	$	1.42

(1) 29,643 / (29,643 + 281)

54

Diluted EPS
Net income available to common	$	42,475
Weighted average common shares outstanding		29,643
Dilutive effect of stock options		655
Weighted average common and common equivalent shares outstanding		30,298
Diluted EPS	$	1.40

The conversion of the Preferred Stock was not reflected in the calculation of diluted EPS because the effect was anti-dilutive.

For the years ended December 31, 2001 and 2000, basic earnings per share are calculated by dividing net income by the weighted average common shares outstanding during the year and diluted earnings per share are calculated by dividing net income by the weighted average common shares outstanding plus potentially dilutive common shares, primarily stock options, calculated using the treasury stock method. The calculation of basic and diluted EPS for the years ended December 31, 2001 and 2000 and a comparison to the 2002 EPS is presented below.

			2002		2001		2000
Net income available to common			$	42,465	$	49,815	$	124,758
Weighted average shares of common stock outstanding
		Basic shares		29,643		30,207		31,947
		Dilutive effect of stock options		655		769		647
		Diluted shares		30,298		30,976		32,594
Earnings per share
	Basic		$	1.42	$	1.65	$	3.91
	Diluted		$	1.40	$	1.61	$	3.83

Employee Stock Options. We follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for our stock option plan, and, accordingly, no compensation expense related to the issuance of stock options to employees or non-employee directors has been recognized in the three year period ended December 31, 2002. We also grant stock options to certain key employees of DonTech, which are considered compensatory under current accounting rules. Compensation expense of $234, $627 and $176 was recognized in 2002, 2001 and 2000, respectively. The following table reflects the pro forma net income and earnings per share assuming we applied the fair value method of SFAS No. 123 “Accounting for Stock-Based Compensation.” The pro forma disclosures shown are not necessarily representative of the effects on income and earnings per share in future years.

		2002		2001		2000
Net income
	As reported	$	67,177	$	49,815	$	124,758
	Pro forma	$	64,633	$	47,621	$	123,045
Net income available to common
	As reported	$	42,475	$	49,815	$	124,758
	Pro forma	$	39,931	$	47,621	$	123,045
Basic earnings per share
	As reported	$	1.42	$	1.65	$	3.91
	Pro forma	$	1.33	$	1.58	$	3.85
Diluted earnings per share
	As reported	$	1.40	$	1.61	$	3.83
	Pro forma	$	1.32	$	1.54	$	3.78

55

The fair value of stock options ($8.29 in 2002, $8.81 in 2001 and $6.15 in 2000) was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

	2002			2001			2000
Dividend yield		0	%		0	%		0	%
Expected volatility		35	%		35	%		35	%
Risk-free interest rate		3.1	%		4.8	%		6.6	%
Expected holding period	4 years			4 years			4 years

Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions. Estimates and assumptions are used in the determination of sales allowances, allowances for bad debts, depreciation and amortization, employee benefit plans and restructuring reserve, among others.

Reclassifications. Certain prior year amounts have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on previously reported results of operations or shareholders’ deficit.

New Accounting Pronouncements. In April 2002, the Financial Accounting Standards Board (“FASB”) issued FAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This statement, among other things, changes the way gains and losses from the extinguishment of debt are reported. Previously, all gains and losses from the extinguishment of debt were required to be reported as an extraordinary item, net of related tax effect. Under FAS 145, gains and losses from the extinguishment of debt should be reported as part of on-going operations, unless the extinguishment of debt is both an unusual and infrequent event for the entity. Previously reported extraordinary gains and losses from the extinguishment of debt that are not unusual or infrequent should be reclassified. This statement is effective for calendar year 2003; however, we have adopted this statement at the end of 2002. Previously reported extraordinary losses from the extinguishment of debt have been reclassified. Accordingly, interest expense includes the write-off of deferred financing costs associated with the prepayment of debt of $482, $704 and $1,144 in 2002, 2001 and 2000, respectively. The adoption of this statement did not impact previously reported net income.

In June 2002, the FASB issued FAS 146, “Accounting for Costs Associated with Exit or Disposal Activities.” FAS 146 addresses the accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” This statement is effective for transactions initiated after December 31, 2002 and is to be applied prospectively.

In December 2002, the FASB issued FAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment to FAS 123.” This statement provides alternative methods of transition for a voluntary change to the fair value method of accounting for stock based employee compensation. In addition, the statement amends the disclosure requirements of FAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method on reported results. The statement is effective for calendar year 2003; however, at this time, we do not intend to voluntarily adopt the provisions of FAS 123.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This Interpretation elaborates on the disclosures to be made by a guarantor in financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This recognition and measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements for periods ending after December 15, 2002. We do not guarantee any obligations of third parties (including DonTech); however we and its indirect subsidiaries jointly and severally, fully and unconditionally guarantee the debt obligations of R.H. Donnelley Inc. See Note 13, Guarantees.

56

2. Restructuring and Special Charge

In 2001, we recognized a restructuring and special charge of $18,556 consisting of a special charge of $9,937 in connection with a transition in executive management and a restructuring charge of $8,619 in connection with the expiration of a pre-press publishing contract in December 2002. As a result of the SPA acquisition, management has determined that certain costs originally anticipated in the restructuring charge will not be incurred. Specifically, the idle leased space in the Raleigh publishing facility will now be utilized, planned severance and other related costs will be significantly less and the corporate headquarters will not be relocated. Accordingly, $6,694 of the original charge was reversed. The table below shows the payments and all adjustments applied against the reserve during 2002.

	Executive									Professional
	Management			Other			Facilities			Fees
	Transition			Severance			Related			and Other			Total
Restructuring and special charge	$	9,937		$	3,252		$	4,380		$	987		$	18,556
Reclass of related liabilities		2,735			—			—			—			2,735
Balance at January 1, 2002		12,672			3,252			4,380			987			21,291
2002 activity
Payments applied against reserve		(12,961	)		(161	)		—			(89	)		(13,211	)
Payments charged to expense		289			—			—			—			289
Adjustments		—			(1,418	)		(4,380	)		(898	)		(6,694	)
Balance at December 31, 2002	$	—		$	1,673		$	—		$	—		$	1,675

3. Investment Impairment Charges

We have a nominal 18% interest in ChinaBig, which publishes yellow pages directories and offers Internet directory services in the People’s Republic of China. In 2001, an independent third party valuation of ChinaBig’s current business plan, capital needs and outlook for profitability and cash flow, prepared in connection with a proposed equity financing by ChinaBig, indicated that the carrying value of our investment was permanently impaired. As a result of this valuation, we recorded an impairment charge of $11,432 in 2001. Further, in 2002, ChinaBig did not achieve its sales objective or generate sufficient operating cash flows to fund operations and meet its obligations and needed to obtain shareholder loans to make up the cash shortfall. Accordingly, we recorded an additional impairment charge of $2,000 to write-off the remaining book value of this investment since we believe that sufficient doubt exists as to ChinaBig’s ability to raise sufficient cash either through operations or additional investments by existing or new investors and we believe that this investment will not provide any value in the foreseeable future.

4. Long-term Debt and Credit Facilities

Long-term debt at December 31, 2002 and 2001, consisted of the following:

		2002		2001
Existing 9 1/8% Senior Subordinated Notes due 2008		$	150,000	$	150,000
Existing Senior Secured Term Facilities			114,250		136,750
New Senior Secured Credit Facility			900,000		—
New 8 7/8% Senior Notes due 2010			325,000		—
New 10 7/8% Senior Subordinated Notes due 2012			600,000		—
	Total		2,089,250		286,750
Less current portion			13,780		2,846
	Long-term debt	$	2,075,470	$	283,904

The Existing Notes paid interest semi-annually and matured in June 2008. The Existing Notes were callable at our option at any time on or after June 1, 2003 at 104.6% of par. This percentage declined 1.5% after each 12-month

57

period until June 1, 2006, when the Existing Notes were callable at 100% of par. The carrying value of the Existing Notes was $150,000 at December 31, 2002 and 2001 and the fair value of the Existing Notes, determined based on the quoted market price, was $150,900 and $154,425, respectively. See Note 17 – Subsequent Events for additional information relating to the Existing Notes.

The Indenture governing the Existing Notes contained covenants that, among other things, restricted our ability to incur certain additional debt and liens and engage in mergers, consolidations and asset sales. In 2002, we were in technical default under the Existing Senior Secured Term Facilities (“Existing Term Facilities”) and the Indenture governing the Existing Notes resulting from our inadvertent failure to cause certain subsidiaries to be added as guarantors in 2000. In November 2002, we received net proceeds of $69,300 from the issuance of Preferred Stock. These proceeds were used to offset certain restricted payments that were made in 2000 and 2001. As a result, the technical default was cured. At the SPA acquisition closing, we retired $128,755 of Existing Notes. As a result, all covenants under the Existing Notes became void.

The Existing Term Facilities consisted of $74,250 outstanding under committed bank facilities and $40,000 outstanding under our Existing $100,000 Senior evolving Credit Facility (the “Existing Revolver” and together with the Existing Term Facilities, the “Existing Credit Agreement”). Obligations under the Existing Credit Agreement were secured by security interests granted to the lenders in substantially all of our assets, including capital stock of our existing and newly formed subsidiaries. The Existing Credit Agreement contained covenants that, among other things, restricted our ability to engage in mergers, consolidations and asset sales, incur additional indebtedness, pay dividends or create liens and required that we maintain certain financial ratios. The Existing Credit Agreement borrowings bore interest at floating rates based on a spread over the London interbank offered rate (LIBOR) or the greater of either the Prime rate or the Fed Funds rate plus 50 basis points, at our election. The weighted average interest rate of outstanding debt under the Existing Credit Agreement at December 31, 2002 and 2001 was 6.7% and 7.4%, respectively. See Note 17 – Subsequent Events for additional information relating to the Existing Credit Agreement.

In connection with the SPA acquisition, we entered into a new $1,525,000 Credit Facility, consisting of a $500,000 Term Loan A, a $900,000 Term Loan B and a $125,000 Revolver and issued $325,000 8-year 8 7/8% and $600,000 10-year 10 7/8% Notes. At December 31, 2002, gross proceeds of $1,825,000 from Term Loan B and the Notes were held in escrow pending the SPA acquisition closing. See Note 17 – Subsequent Events for additional information relating to this debt.

The Indentures governing the Notes contain covenants that, among other things, restrict our ability and the ability of our subsidiaries to incur certain additional debt and liens; pay dividends on our equity interests or repurchase equity interests; make certain investments; enter into certain types of transactions with affiliates; receive dividends or other payments from our restricted subsidiaries; use assets as security in other transactions; and sell certain assets or merge with or into other companies.

The New Credit Facility and Revolver bear interest, at our option, at either (a) the highest of (i) a base rate as determined by Deutsche Bank Securities Inc., Salomon Smith Barney Inc. or Bear, Stearns & Co. Inc.; (ii) the three-month certificate of deposit rate plus 1/2 of 1%, and (iii) the Federal Funds Effective Rate (as defined) plus 1/2 of 1%, plus in each case an applicable margin or (b) LIBOR plus an applicable margin. We may elect interest periods of 1, 2, 3, 6 or 12 months for LIBOR borrowings.

The Credit Facility contains usual and customary negative covenants that will, among other things, place limitations on our ability to (i) incur additional indebtedness, including capital leases and liens; (ii) pay dividends and repurchase our capital stock; (iii) enter into mergers, consolidations, acquisitions, asset dispositions and sale-leaseback transactions; (iv) make capital expenditures; and (v) issue capital stock of our subsidiaries. The Credit Facility also contains financial covenants relating to maximum leverage, minimum interest coverage, minimum fixed charge coverage and maximum senior secured leverage. The Term Loan B loan matures in June 2010.

58

Aggregate maturities of long-term debt at December 31, 2002 were:

2003		$	13,780
2004			19,872
2005			39,215
2006			77,383
2007			9,000
Thereafter			1,930,000
	Total	$	2,089,250

5. Partnership and Joint Venture Investments

DonTech. DonTech acts as the exclusive sales agent for yellow pages directories published by SBC in Illinois and northwest Indiana. Income from DonTech consists of 50% of the net profits of DonTech and revenue participation income received directly from SBC, which is based on the value of advertising sales. Income from DonTech consisted of the following:

	Years Ended December 31,
	2002		2001		2000
50% share of DonTech net profits	$	18,480	$	19,313	$	20,671
Revenue participation income		98,666		103,106		103,354
Total DonTech income	$	117,146	$	122,419	$	124,025

Our investment in DonTech, including the revenue participation receivable from SBC, was $185,969 and $193,810 at December 31, 2002 and 2001, respectively.

CenDon. Through 2002, we were the exclusive sales agent in Nevada, Florida, Virginia and North Carolina for CenDon LLC, a joint venture with Centel Directory Company (“Centel”), a subsidiary of Sprint. Income from CenDon LLC consisted of a priority distribution based on a percentage of CenDon advertising sales. Income from CenDon for the six months ended June 30, 2000 consisted of our 50% interest in the net profit of the CenDon Partnership, a partnership between the Company and Centel. This partnership was restructured to a limited liability company effective July 1, 2000. Income from CenDon LLC and the CenDon Partnership was $19,727, $17,545 and $24,747 in 2002, 2001 and 2000, respectively.

6. Redeemable Preferred Stock and Warrants

We have 10 million shares of preferred stock authorized and at December 31, 2002, 70,000 shares of Preferred Stock were outstanding.

In November 2002, we issued through a private placement 70,000 shares of Preferred Stock and warrants to purchase 577,500 shares of our common stock, for aggregate gross consideration of $70,000. The Preferred Stock is convertible into common stock at any time after issuance at a price of $24.05 and earns a cumulative dividend of 8% compounded quarterly, which we may pay in cash or allow to accrue, at our option.

59

The fair value of the Preferred Stock was based on an independent valuation of the security. The value of the warrants ($12.18) was determined based on the Black-Scholes model, with the following assumptions:

Dividend yield		0	%
Expected volatility		35	%
Risk-free interest rate		3.1	%
Expected holding period	5 years

The net proceeds received were allocated to the Preferred Stock and warrants based on their relative fair values. Because the fair market value of the underlying common stock on the date of issuance ($29.92) was greater that the conversion price, a beneficial conversion feature (“BCF”) of $24,158 existed. The BCF is a function of the conversion price of the Preferred Stock, the fair value of the warrants and the fair market value of the underlying common stock on the date of issuance. The BCF was treated as a deemed dividend in 2002. See Note 17 – Subsequent Events.

7. Stock Option Plans

We maintain a shareholder approved stock option plan whereby certain employees and non-employee directors are eligible to receive stock options, stock appreciation rights, limited stock appreciation rights in tandem with stock options and deferred stock. Options are typically granted at the fair market value of our common stock at the date of the grant. We follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for our stock option plan, and, accordingly, we typically do not recognize compensation expense related to the issuance of stock options. The options expire not more than ten years from the grant date and the Board determines vesting provisions at the date of the grant. We have yet to grant any stock appreciation rights or limited stock appreciation rights.

Non-employee directors receive options to purchase 1,500 shares and an award of 1,500 deferred shares upon election to the Board. Non-employee directors also receive on an annual basis, options to purchase 1,500 shares and an award of 1,500 deferred shares. Non-employee directors may also elect to receive additional options in lieu of their annual cash retainer fee.

Changes in our stock option plan for the last three years were as follows:

					Weighted Average
					Exercise Price
		Shares			Per Share
Options outstanding, December 31, 1999			3,570,429		$	13.82
	Granted		685,858			16.65
	Exercised		(631,727	)		12.58
	Canceled or expired		(725,975	)		15.40
Options outstanding, December 31, 2000			2,898,585			14.35
	Granted		539,084			25.23
	Exercised		(585,913	)		12.82
	Canceled or expired		(222,402	)		17.22
Options outstanding, December 31, 2001			2,629,354			16.70
	Granted		1,925,995			26.01
	Exercised		(255,386	)		14.70
	Canceled or expired		(17,342	)		24.82
Options outstanding, December 31, 2002			4,282,621		$	20.97
Available for future grants at December 31, 2002			2,139,270

The following table summarizes information about stock options outstanding and exercisable at December 31, 2002:

60

	Stock Options Outstanding					Stock Options Exercisable
			Weighted Average	Weighted Average				Weighted Average
			Remaining	Exercise Price Per				Exercise Price Per
Range of Exercise Prices	Shares		Contractual Life	Share		Shares		Share
$9.99-$15.78		1,526,502	5.0 years	$	14.26		1,280,978	$	14.06
$16.09-$29.12		2,756,119	9.1 years	$	24.69		283,679	$	20.26
		4,282,621	7.6 years	$	20.97		1,564,657	$	15.18

At December 31, 2001, there were 2,629,354 options outstanding at a weighted average exercise price per share of $16.70 and 1,350,153 options exercisable at a weighted average exercise price per share of $14.02. At December 31, 2000, there were 2,898,585 options outstanding at a weighted average exercise price per share of $14.35 and 1,357,603 options exercisable at a weighted average exercise price per share of $12.84.

The options granted in 2002 include a grant of 1,486,000 options (“Founders Grant”) to certain employees contingent on the consummation of the SPA acquisition. As a result of the sale of Preferred Stock in connection with the SPA acquisition, a change in control of the Company occurred so that all options granted through the end of 2002, with the exception of the Founders Grant options and options held by senior management (with respect to which the change in control was waived), became fully vested. Accordingly, at January 3, 2003, 2,080,071 options were exercisable at a weighted average exercise price of $17.12.

8. Income Taxes

Provision for income taxes consisted of:

		2002		2001			2000
Current provision
	U.S. Federal	$	31,545	$	39,977		$	67,475
	State and local		5,110		4,313			11,752
Total current provision			36,655		44,290			79,227
Deferred provision (benefit)
	U.S. Federal		6,915		(7,233	)		(1,795	)
	State and local		1,236		(1,048	)		(316	)
Total deferred (benefit) provision			8,151		(8,281	)		(2,111	)
Provision for income taxes		$	44,806	$	36,009		$	77,116

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate.

	2002			2001			2000
Statutory Federal tax rate		35.0	%		35.0	%		35.0	%
State and local taxes, net of U.S. Federal tax benefit		3.6			2.5			2.5
Non-deductible expense		1.4			4.4			0.7
Effective tax rate		40.0	%		41.9	%		38.2	%

61

Deferred tax assets and liabilities consisted of the following at December 31, 2002 and 2001:

		2002			2001
Deferred tax assets
	Reorganization and restructuring costs	$	774		$	7,821
	Bad debts		1,837			2,302
	Postretirement benefits		2,246			2,109
	Capital loss carryforward		6,094			4,287
	Other		1,450			780
			12,401			17,299
	Valuation allowance		(6,094	)		(4,287	)
	Total deferred tax assets	$	6,307		$	13,012
Deferred tax liabilities
	Equity investment	$	56,216		$	53,262
	Pension		8,556			6,655
	Capitalized project costs and fixed assets		2,318			5,727
	Total deferred tax liabilities		67,090			65,644
Net deferred tax liability		$	60,783		$	52,632

The investment impairment charge of $2,000 and $11,432 in 2002 and 2001 to write-down the ChinaBig investment contributed to a deferred tax asset of $6,094. The write-down of this investment is treated as a capital loss for income tax purposes and can only be utilized to offset future capital gains. We do not believe that future capital gains will be generated to offset against this capital loss. Accordingly, a valuation allowance was established for the full amount of this asset. However, we believe that we will obtain the full benefit of other deferred tax assets based on an assessment of the Company’s anticipated profitability during the years the deferred tax assets are expected to become tax deductions.

9. Benefit Plans

Retirement Plans. We have a defined benefit pension plan covering substantially all employees with at least one year of service. The benefits to be paid to employees are based on years of service and a percentage of total annual compensation. The percentage of compensation allocated to a retirement account ranges from 3.0% to 12.5% depending on age and years of service (“cash balance benefit”). Benefits for certain employees who were participants in the predecessor D&B defined benefit pension plan are also determined based on the participant’s average compensation and years of service (“final average pay benefit”) and benefits to be paid will equal the greater of the final average pay benefit or the cash balance benefit. Pension costs are determined using the projected unit credit actuarial cost method. Our funding policy is to contribute an amount at least equal to the minimum legal funding requirement. No contributions were required to be made in 2002, 2001 or 2000. The underlying pension plan assets are invested in diversified portfolios consisting primarily of equity and debt securities.

We also have an unfunded non-qualified defined benefit pension plan, the Pension Benefit Equalization Plan (“PBEP”), which covers senior executives and certain key employees. Benefits are based on years of service and compensation (including compensation not permitted to be taken into account under the previously mentioned defined benefit pension plan). We also had an additional unfunded non-qualified defined benefit plan, the Supplemental Executive Benefit Plan (“SEBP”), which was discontinued at the end of 2001.

We offer a defined contribution savings plan to substantially all employees and contribute 50 cents for each dollar contributed by a participating employee, up to a maximum of 6% of each participating employee’s salary (including bonus and commissions). Contributions under this plan were $724, $776 and $1,287 for the year ended December 31, 2002, 2001 and 2000, respectively.

Other Postretirement Benefits. We have an unfunded postretirement benefit plan that provides certain health care and life insurance benefits to those full-time employees who reach retirement age while working for the Company.

62

A summary of the funded status of the benefit plans at December 31, 2002 and 2001, was as follows:

	Retirement Plans						Postretirement Plan
	2002			2001			2002			2001
Change in benefit obligation
Benefit obligation, beginning of period	$	50,660		$	48,668		$	5,270		$	4,960
Service cost		1,414			1,876			140			120
Interest cost		3,726			3,777			370			360
Plan participant contributions		—			—			70			60
Amendments		9			1,227			—			(440	)
Actuarial loss		4,960			1,689			280			250
Benefits paid		(2,907	)		(3,037	)		(290	)		(40	)
Special benefits		—			3,452			—			—
Curtailment loss		—			567			—			—
Settlement		—			(7,559	)		—			—
Benefit obligation, end of period	$	57,862		$	50,660		$	5,840		$	5,270
Change in plan assets
Fair value of plan assets, beginning of period	$	63,762		$	68,463		$	—		$	—
Return on plan assets		(4,818	)		(1,751	)		—			—
Employer contributions		71			87			220			(20	)
Plan participant contributions		—			—			70			60
Benefits paid		(2,907	)		(3,037	)		(290	)		(40	)
Fair value of plan assets, end of period	$	56,108		$	63,762		$	—		$	—
Funded status of plans	$	(1,754	)	$	13,102		$	(5,840	)	$	(5,270	)
Unrecognized net loss		22,789			6,084			320			40
Unrecognized prior service costs		1,191			1,300			(300	)		(370	)
Net amount recognized	$	22,226		$	20,486		$	(5,820	)	$	(5,600	)

Net amounts recognized in the consolidated balance sheets at December 31, 2002 and 2001 were as follows:

	Retirement Plans						Postretirement Plan
	2002			2001			2002			2001
Prepaid pension	$	22,748		$	20,956		$	—		$	—
Other non-current liabilities		(522	)		(470	)		(5,820	)		(5,600	)
Net amount recognized	$	22,226		$	20,486		$	(5,820	)	$	(5,600	)

The projected benefit obligation and accumulated benefit obligation for the unfunded PBEP at December 31, 2002 and 2001 was as follows:

	2002		2001
Projected benefit obligation	$	800	$	319
Accumulated benefit obligation		247		39

The net periodic benefit income of the retirement plan for the years ended December 31, 2002, 2001 and 2000 was as follows:

	2002			2001			2000
Service cost	$	1,414		$	1,876		$	2,336
Interest cost		3,726			3,777			3,790
Return on plan assets		(6,952	)		(6,690	)		(6,397	)
Net amortization and deferral		145			210			(259	)
Net periodic benefit income	$	(1,667	)	$	(827	)	$	(530	)

63

Additionally, a charge of $4,823 was recognized in 2001 for special benefits, the settlement of a portion of the liability under the PBEP and the curtailment of the SEBP in connection with the executive management transition arrangements. These costs were included as part of the restructuring and special charge.

The following assumptions were used in determining the benefit obligation and net periodic benefit income for the retirement plan:

	2002			2001			2000
Weighted average discount rate		6.50	%		7.25	%		7.50	%
Rate of increase in future compensation		3.70	%		4.41	%		4.66	%
Expected return on plan assets		9.75	%		9.75	%		9.75	%

Effective January 1, 2003, we will reduce our expected return on plan assets assumption to 8.25%. The net periodic benefit expense of the post-retirement plan for the years ended December 31, 2002, 2001 and 2000 was as follows:

	2002			2001			2000
Service cost	$	140		$	120		$	330
Interest cost		370			360			430
Net amortization and deferral		(70	)		(70	)		—
Net periodic benefit expense	$	440		$	410		$	760

The discount rate used to determine benefit obligation and net periodic benefit expense for the post-retirement plan was 6.50%, 7.25% and 7.50% for the 2002, 2001 and 2000, respectively.

For measurement purposes, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2003. The rate was assumed to decrease gradually to 5% through 2011 and remain at that level thereafter. A one-percentage-point increase or decrease would not have a material effect on the net periodic postretirement expense. A one-percentage point increase would have increased the benefit obligation at end of period by $310 and a one-percentage point decrease would have decreased the benefit obligation at end of period by $280.

10. Commitments

We lease office facilities and equipment under operating leases with non-cancelable lease terms expiring at various dates through 2006. The lease of our corporate headquarters extends through 2011; however, we have the option of canceling this lease in 2006 for a minimal fee. Rent and lease expense for 2002, 2001 and 2000 was $3,090, $3,534 and $7,065, respectively. The non-cancelable minimum rental payments applicable to operating leases at December 31, 2002, were:

2003	$	2,717
2004		2,682
2005		1,364
2006		582
Total	$	7,345

11. Litigation

We are involved in various legal proceedings arising in the ordinary course of our business, as well as certain extraordinary litigation and tax matters described below. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record reserves in our consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

64

Based on our review of the latest information available, we believe our ultimate liability in connection with pending legal proceedings, including the extraordinary litigation and tax matters described below, will not have a material adverse effect on our results of operations, cash flows or financial position, as described further below.

In order to understand our potential exposure under the extraordinary litigation and tax matters described below under the captions “Information Resources, Inc.” and “Tax Matters,” you need to understand the relationship between us and The Dun & Bradstreet Corporation, and certain of its predecessors and affiliates that, through various corporate reorganizations and contractual commitments, have assumed varying degrees of responsibility with respect to such matters.

In November 1996, the company then known as The Dun & Bradstreet Corporation (“D&B1”) separated (the “1996 Distribution”) through a spin-off into three separate public companies: D&B1, ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”). In June 1998, D&B1 separated (the “1998 Distribution”) through a spin-off into two separate public companies: D&B1, which changed its name to R.H. Donnelley Corporation (“Donnelley”), and a new company named The Dun & Bradstreet Corporation (“D&B2”). Later in 1998, Cognizant separated (the “Cognizant Distribution”) through a spin-off into two separate public companies: IMS Health Incorporated (“IMS”) and Nielsen Media Research, Inc. (“NMR”). In September 2000, D&B2 separated (the “2000 Distribution”) through a spin-off into two separate public companies: D&B2, which changed its name to Moody’s Corporation (“Moody’s”), and a new company named The Dun & Bradstreet Corporation (“D&B3,” and together with D&B1 and D&B2, also referred to elsewhere in this Form 10-K as “D&B”). As a result of the form of our separation from D&B, we are the corporate successor of, and technically the defendant and taxpayer referred to below as D&B.

Rockland Yellow Pages. In 1999, Sandy Goldberg, Dellwood Publishing, Inc. and Rockland Yellow Pages initiated a lawsuit against the Company and Bell Atlantic Corporation in the United States District Court for the Southern District of New York. The Rockland Yellow Pages is a proprietary directory that competes against a Bell Atlantic directory in the same region, for which we served as Bell Atlantic’s advertising sales agent through June 30, 2000. The complaint alleged that the defendants disseminated false information concerning the Rockland Yellow Pages, which resulted in damages to the Rockland Yellow Pages. In May 2001, the District Court dismissed substantially all of plaintiffs’ claims, and in August 2001, the remaining claims were either withdrawn by the plaintiffs or dismissed by the District Court. The plaintiffs then filed a complaint against the same defendants in New York State Supreme Court, in Rockland County, alleging virtually the same state law tort claim previously dismissed by the District Court and seeking unspecified damages. In October 2001, defendants filed a motion to dismiss this complaint. In May 2002, the Court granted defendants’ motion to dismiss the complaint. Plaintiffs have filed an appeal of this dismissal. Nonetheless, we presently do not believe that the final outcome of this matter will have a material adverse effect on our results of operations or financial condition.

65

Information Resources, Inc. In 1996, Information Resources, Inc. (“IRI”), filed a complaint in the United States District Court for the Southern District of New York, naming as defendants the Company, as successor of D&B, ACNielsen Company and IMS International Inc., at the time of the filing, all wholly owned subsidiaries of D&B. IRI alleges, among other things, various violations of the antitrust laws, including alleged violations of Sections 1 and 2 of the Sherman Act. The complaint also alleges a claim of tortious interference with a contract and a claim of tortious interference with a prospective business relationship. These claims relate to the acquisition by defendants of Survey Research Group Limited (“SRG”). IRI alleges SRG violated an alleged agreement with IRI when it agreed to be acquired by the defendants and that the defendants induced SRG to breach that agreement. IRI is seeking damages in excess of $350,000, which amount IRI seeks to treble under antitrust laws. IRI is also seeking punitive damages of an unspecified amount. No trial date has been set, and discovery is ongoing. Under the agreements relating to the 1996 Distribution, Cognizant, AC Nielsen and D&B agreed to conduct a joint defense and allocated liabilities amongst themselves. Under the agreements relating to the 1998 Distribution, D&B assumed the defense and agreed to indemnify us against any payments that we may be required to make, including related legal fees. As required by those agreements, Moody’s Corporation, which subsequently separated from D&B in the 2000 Distribution, has agreed to be jointly and severally liable with D&B for the indemnity obligation to us. At this stage in the proceedings, we are unable to predict the outcome of this matter. While we cannot assure you as to any outcome, management presently believes that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR (who succeeded to Cognizant’s indemnity obligations under the Cognizant Distribution) to reimburse us for any payments we may be required to make and related costs we may incur in connection with this matter.

Tax Matters. D&B entered into global tax planning initiatives in the normal course of its business, principally through tax-free restructurings of both their foreign and domestic operations. The status of Internal Revenue Service (“IRS”) reviews of these initiatives is summarized below.

Pursuant to a series of agreements relating to the 1996, 1998, Cognizant and 2000 Distributions, IMS and NMR are jointly and severally liable for, and must pay one-half, and D&B and Moody’s are jointly and severally liable for, and must pay the other half, of any payments over $137,000 for taxes, accrued interest and other amounts resulting from unfavorable IRS rulings on the tax matters summarized below (other than the matter summarized below as “Amortization Expense Deductions — 1997-2002,” for which D&B and Moody’s (jointly and severally) are solely responsible). D&B, on our behalf, was contractually obligated to pay, and did pay, the first $137,000 of tax liability in connection with the matter summarized below as “Utilization of Capital Losses — 1989-1990.” Under the agreements relating to the 1998 Distribution, D&B agreed to assume the defense and to indemnify us for any tax liability that may be assessed against us and any related costs and expenses that we may incur in connection with any of these tax matters. Also, as required by those agreements, Moody’s Corporation has agreed to be jointly and severally liable with D&B for the indemnity obligation to us. Under the agreements relating to the 2000 Distribution, D&B and Moody’s have, between each other, agreed to each be financially responsible for 50% of any potential liabilities that may arise to the extent such potential liabilities are not directly attributable to each party’s respective business operations.

While we cannot assure you as to any outcome in these matters, management presently believes that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR (who succeeded to Cognizant’s indemnity obligations under the Cognizant Distribution) to reimburse us for any payments we may be required to make and related costs we may incur in connection with these tax matters.

Utilization of Capital Losses — 1989-1990
In 2000, D&B filed an amended tax return with respect to the utilization of capital losses in 1989 and 1990 in response to a formal IRS assessment. The amended tax return reflected an additional $561,600 of tax and interest due. In 2000, D&B paid the IRS $349,300 while IMS (on behalf of itself and NMR) paid approximately $212,300 to the IRS. We understand that this payment was made under dispute in order to stop additional interest from accruing, that D&B is contesting the IRS’s formal assessment and would also contest the assessment of amounts, if any, in excess of the amounts paid, and that D&B has filed a petition for a refund in the United States District Court. This case is expected to go to trial in 2004.

Subsequent to making its payment to the IRS in 2000, IMS sought to obtain partial reimbursement from NMR under the terms of the agreements relating to the Cognizant Distribution. NMR paid IMS less than IMS sought. Accordingly, in 2001, IMS filed an arbitration proceeding against NMR claiming that NMR underpaid to IMS its

66

proper allocation of the above tax payments as provided by the agreements relating to the Cognizant Distribution. Neither D&B nor we were party to the Cognizant Distribution. IMS nonetheless sought to include us in this arbitration, arguing that if NMR should prevail in its interpretation against IMS, then IMS could seek to enforce the same interpretation against us (as successor to D&B) under the agreements relating to the 1996 Distribution. The arbitration panel ruled that we are a proper party to this arbitration proceeding. A decision from the arbitration panel on the merits is expected during 2003. If NMR should prevail in the arbitration against IMS and, in turn, IMS should prevail against us, then we believe that our additional liability would be approximately $15,000, net of tax benefits. While we believe that the original interpretation of the tax allocation computation is correct and that the claims of IMS are without merit, if NMR prevails against IMS and in turn IMS prevails against us in this arbitration proceeding, as noted above, D&B and Moody’s would be jointly and severally obligated to indemnify us against any such liability and related costs.

We believe the fact that D&B and IMS have already paid the IRS a substantial amount of additional taxes with respect to the contested tax planning strategies significantly mitigates our risk. While no assurances can be given, we currently believe that D&B and Moody’s have sufficient financial resources, borrowing capacity and indemnity rights against IMS and NMR to reimburse us for any payments we may be required to make and related costs we may incur with respect to this matter.

Royalty Expense Deductions — 1994-1996
During the second quarter of 2002, D&B (on our behalf) received a Notice of Proposed Adjustment from the IRS with respect to a transaction entered into in 1993. In this Notice, the IRS proposed to disallow certain royalty expense deductions claimed by D&B on its 1994, 1995 and 1996 tax returns. The IRS previously concluded an audit of this transaction for taxable years 1993 and 1994 and did not disallow any similarly claimed deductions. We understand that D&B disagrees with the position taken by the IRS in its Notice and has filed a responsive brief to this effect with the IRS. If the IRS were to issue a formal assessment consistent with the Notice, then a payment of the disputed amounts would be required, if D&B opted to challenge the assessment in U.S. District Court rather than in U.S. Tax Court. In the event of such challenge by D&B, the required payment by D&B to the IRS would be up to $42,000 ($48,000 offset by a $6,000 tax benefit). In verbal communications between D&B and the IRS during 2002, we understand that the IRS has expressed some willingness to withdraw its proposed disallowance of certain royalty expense deductions of $7,500 for 1994. However, we also understand that the IRS has expressed its intent to seek penalties of $7,500 for 1995 and 1996 based on its interpretation of applicable law. We have been advised that D&B would challenge the IRS’s interpretation. Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s have agreed to jointly and severally defend and indemnify us against any such liability and related costs.

Notwithstanding the verbal communications with the IRS in 2002 noted above regarding royalty expense deductions of $7,500 for 1994, in a February 2003 letter to D&B (on our behalf) the IRS asserted that it intends to take a position regarding prior tax years that would have the effect of disallowing a portion of the 1994 royalty expense deduction, our share of which would be $5,000 if the IRS prevailed. We understand that D&B disagrees with the IRS’s position. Also, in February 2003, D&B (on our behalf) received a Preliminary Partnership Summary Report from the IRS that challenges the tax treatment of certain royalty payments received by a partnership in which D&B was a partner. As stated in its Report, the IRS would reallocate certain partnership income to D&B, which if the IRS prevailed would require an additional payment from us of $20,000 (which includes tax, interest and penalty, net of associated tax benefits).

Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s have agreed to jointly and severally defend and indemnify us against any such liability and related costs.

Amortization Expense Deductions — 1997-2002
We understand that the IRS has sought certain documentation from D&B with respect to a transaction entered into in 1997 that produces amortization expense deductions for D&B. While we understand that D&B believes the deductions are appropriate, the IRS could ultimately challenge them and issue an assessment. If the IRS were to prevail or the assessment were to be challenged by us in U.S. District Court, we understand that D&B estimates that its cash payment to the IRS with respect to deductions claimed to date and including any potential assessment of penalties of $6,500, could be up to $46,400, or $43,000 net of associated tax benefits. This transaction is scheduled to expire in 2012 and, unless earlier terminated by D&B, the cash exposure, based on current interest rates and tax

67

rates, would increase at a rate of approximately $2,300 per quarter (including potential penalties) as future amortization expenses are deducted. Again, under the agreements relating to the 1998 and 2000 Distributions, D&B and Moody’s are required to jointly and severally indemnify us against any such liability and related costs.

As a result of our assessment of our exposure in these tax matters, especially in light of our indemnity arrangements with D&B and Moody’s, and their financial resources, borrowing capacity and indemnity rights against IMS and NMR, no material amounts have been accrued in our consolidated financial statements for any of these D&B related litigation and tax matters.

Coastal Termite and Pest Control In 2001, Marnan Group, Inc., doing business as Coastal Termite and Pest Control (“Coastal”), filed a complaint in the United States District Court for the Middle District of Florida against SPA. The complaint, as amended, alleged that SPA breached certain directory advertising contracts between 1996 and 1999, fraudulently induced Coastal to enter into another directory advertising contract and tortiously interfered with Coastal’s business relationships with its customers. Coastal is seeking damages for lost contract benefits, lost profits and diminution of business value in an unspecified amount, including pre-judgment interest. In January 2002, SPA filed a motion to dismiss certain of Coastal’s claims. In September 2002, the court denied SPA’s motion to dismiss. Nonetheless, we do not believe that the final outcome of this matter will have a material adverse effect on our results of operations or financial condition. SPA had approximately $500 reserved in its consolidated financial statements for this matter, which amount was transferred to our consolidated financial statements as a result of the acquisition.

Other matters. We are also involved in other legal proceedings, claims and litigation arising in the ordinary conduct of our business. Although we cannot assure you of any outcome, management presently believes that the outcome of such legal proceedings will not have a material adverse effect on our results of operations or financial condition.

12. Business Segments

Our operating segments at December 31, 2002 and 2001 are DonTech and Directory Advertising Services. Get Digital Smart, our Internet business, was an operating segment during 2000 until we ceased operations of this business in December 2000.

The DonTech segment includes our 50% interest in the net profits of DonTech and revenue participation income received from SBC. Although DonTech provides advertising sales of yellow pages and other directory products similar to DAS, the partnership is considered a separate operating segment since, among other things, it has its own Board of Directors and the employees of DonTech, including officers and managers, are not employees of the Company.

The DAS segment includes our yellow pages advertising sales services for affiliated entities of Sprint and pre-press publishing services for yellow pages directories. The DAS segment also includes all information technology costs. Operating income for DAS includes an allocation of certain shared expenses based on estimated business usage. DAS results for 2000 include the operating results of the Bell Atlantic and Cincinnati businesses, which were disposed of in 2000 and certain one-time items from the restructuring of the CenDon relationship (see Note 15 – 2000 Transactions — Disposition of Businesses and Partnership Restructuring).

General & Corporate includes those expenses not allocated to the DAS segment. Interest expense, interest income, income tax expense and other non-operating items are not allocated to the operating segments.

Segment information for the years ended December 31, 2002, 2001 and 2000 is presented below:

					General
2002	DonTech		DAS		& Corporate			Other(1)		Consolidated Totals
Net revenue		—	$	73,806		—			—	$	73,806
Operating income (loss)	$	117,146		38,214	$	(13,783	)		4,405		145,982
Depreciation and amortization		—		5,973		276			—		6,249
Total assets		185,969		38,993		1,998,413			—		2,223,375

68

					General
2001	DonTech		DAS		& Corporate			Other(1)			Consolidated Totals
Net revenue		—	$	76,739		—			—		$	76,739
Operating income (loss)	$	122,419		32,885	$	(13,844	)	$	(29,988	)		111,472
Depreciation and amortization		—		10,149		618			—			10,767
Total assets		193,810		38,644		63,527			—			295,981

								General
2000	DonTech		DAS(3)		GDS			& Corporate			Consolidated Totals
Net revenue		—	$	141,124	$	163			—		$	141,287
Operating income (loss)	$	124,025		48,092		(8,914	)	$	(15,828	)		147,375
Depreciation and amortization		—		13,841		57			1,535			15,433
Total assets		197,822		47,270		—			120,192			365,284

(1)	Other in 2002 includes income of $6,405 due to adjustments made to a restructuring reserve and a $2,000 investment impairment charge. Other in 2001 includes a restructuring and special charge of $18,556 and an investment impairment charge of $11,432. These items were not allocated to an operating segment.
(2)	The DAS segment includes the following data relating to the Bell Atlantic and Cincinnati businesses that were disposed of in 2000 and certain special items related to the CenDon Restructuring.

	2000
Net revenue		63,831
Operating income		22,105
Depreciation and amortization		2,703
Total assets		—

We also evaluate DonTech and DAS based on advertising sales because, while these sales do not appear on our financial statements or the financial statements of DonTech, they are a critical measure of performance reviewed by management and play an important role in management’s decision in allocating financial resources. For a discussion of advertising sales, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations.”

13. Guarantees

R.H. Donnelley Inc. is a direct wholly owned subsidiary of the Company and the issuer of the Existing Notes. The Company and the direct and indirect wholly owned subsidiaries of R.H. Donnelley Inc. jointly and severally, fully and unconditionally guarantee the Existing Notes. At December 31, 2002, R.H. Donnelley Inc.’s direct wholly owned subsidiaries were R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc., R.H. Donnelley Acquisitions II, Inc. and Get Digital Smart.com Inc. R.H. Donnelley Acquisitions, Inc. is a wholly owned subsidiary of R.H. Donnelley APIL, Inc. R.H. Donnelley Finance Corporation I and II, subsidiary borrowers established in connection with the financing of the SPA acquisition, were non-guarantor subsidiaries at December 31, 2002. Subject to the technical default that was subsequently cured (see Note (4)), there were no non-guarantor subsidiaries for the years ended December 31, 2001 and 2000. The following consolidating condensed financial statements should be read in conjunction with the consolidated financial statements of the Company.

R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
December 31, 2002

	R.H.		R.H.											Consolidated
	Donnelley		Donnelley					Non-						R.H.
	Inc.		Corp.			Guarantor		guarantor						Donnelley
	(Issuer)		(Parent)			subsidiaries		subsidiaries			Eliminations			Corporation
Assets
Cash and cash equivalents	$	7,745				$	42							$	7,787
Restricted cash		103,700						$	1,825,000						1,928,700
Other current assets		29,563					1,038		1,586						32,187
Investment in subsidiaries		305,509	$	32,859			124,047				$	(260,179	)		202,236
Fixed assets, net		12,008					3					(3	)		12,008
Other assets		40,457					99,990					(99,990	)		40,457
Total assets	$	498,982	$	32,859		$	225,120	$	1,826,586		$	(360,172	)	$	2,223,375
Liabilities, Preferred Stock and Shareholders’ Deficit
Current liabilities	$	124,874				$	2,943	$	6,214		$	(99,990	)	$	34,041
Long-term debt		250,470							1,825,000						2,075,470
Other long-term liabilities		81,005													81,005
Redeemable convertible preferred stock			$	63,459											63,459
Shareholders’ equity (deficit)		42,633		(30,600	)		222,177		(4,628	)		(260,182	)		(30,600	)
Total liabilities, preferred stock and shareholders’ deficit	$	498,982	$	32,859		$	225,120	$	1,826,586		$	(360,172	)	$	2,223,375

69

R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
December 31, 2001

	R.H.			R.H.								Consolidated
	Donnelley			Donnelley								R.H.
	Inc.			Corp.			Guarantor					Donnelley
	(Issuer)			(Parent)			subsidiaries		Eliminations			Corporation
Assets
Cash and cash equivalents	$	14,667					$	54				$	14,721
Other current assets		28,158						1,139					29,297
Investment in subsidiaries		271,532		$	(111,313	)		124,379	$	(75,609	)		208,989
Fixed assets, net		14,514						3		(3	)		14,514
Other assets		28,460						99,990		(99,990	)		28,460
Total assets	$	357,331		$	(111,313	)	$	225,565	$	(175,602	)	$	295,981
Liabilities and Shareholders’ Deficit
Current liabilities	$	144,556					$	44,138	$	(144,110	)	$	44,584
Long-term debt		283,904											283,904
Other long-term liabilities		78,806											78,806
Shareholders’ (deficit) equity		(149,935	)	$	(111,313	)		181,427		(31,492	)		(111,313	)
Total liabilities and shareholders’ deficit	$	357,331		$	(111,313	)	$	225,565	$	(175,602	)	$	295,981

R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2002

	R.H.			R.H.											Consolidated
	Donnelley			Donnelley					Non-						R.H.
	Inc.			Corp.		Guarantor			guarantor						Donnelley
	(Issuer)			(Parent)		subsidiaries			subsidiaries			Eliminations			Corporation
Net revenue	$	73,806													$	73,806
Expenses		64,390				$	307									64,697
Partnership and equity income		85,378		$	67,177		121,669					$	(137,351	)		136,873
Operating income		94,794			67,177		121,362						(137,351	)		145,982
Interest (expense) income		(29,521	)				7,129		$	(11,156	)					(33,548	)
Other expense		(451	)													(451	)
Pre-tax income		64,822			67,177		128,491			(11,156	)		(137,351	)		111,983
Income tax benefit (expense)		2,355					(47,161	)								(44,806	)
Net income		67,177			67,177		81,330			(11,156	)		(137,351	)		67,177
Dividend on Preferred Stock					24,702											24,702
Net income available to common shareholders	$	67,177		$	42,475	$	81,330		$	(11,156	)	$	(137,351	)	$	42,475

70

R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2001

	R.H.			R.H.								Consolidated
	Donnelley			Donnelley								R.H.
	Inc.			Corp.		Guarantor						Donnelley
	(Issuer)			(Parent)		subsidiaries			Eliminations			Corporation
Net revenue	$	76,739										$	76,739
Expenses		105,102				$	129						105,231
Partnership and equity income		99,055		$	4,579		120,944		$	(84,614	)		139,964
Operating income		70,692			4,579		120,815			(84,614	)		111,472
Interest (expense) income		(32,777	)				7,129						(25,648	)
Pre-tax income		37,915			4,579		127,944			(84,614	)		85,824
Income tax (expense) benefit		(33,336	)				(46,792	)		44,119			(36,009	)
Net income	$	4,579		$	4,579	$	81,152		$	(40,495	)	$	49,815

R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2000

	R.H.			R.H.								Consolidated
	Donnelley			Donnelley								R.H.
	Inc.			Corp.		Guarantor						Donnelley
	(Issuer)			(Parent)		subsidiaries			Eliminations			Corporation
Net revenue	$	141,124				$	163					$	141,287
Expenses		132,453					9,152						141,605
Partnership and equity income		149,827		$	133,690		104,501		$	(240,325	)		147,693
Operating income		158,498			133,690		95,512			(240,325	)		147,375
Interest (expense) income		(35,560	)				3,564						(31,996	)
Other income		86,495											86,495
Pre-tax income		209,433			133,690		99,076			(240,325	)		201,874
Income tax expense		(75,743	)				(1,373	)					(77,116	)
Net income	$	133,690		$	133,690	$	97,703		$	(240,325	)	$	124,758

71

R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Year Ended December 31, 2002

	R.H.			R.H.												Consolidated
	Donnelley			Donnelley						Non-						R.H.
	Inc.			Corp.			Guarantor			Guarantor						Donnelley
	(Issuer)			(Parent)			subsidiaries			subsidiaries			Eliminations			Corporation
Cash flow from operations	$	14,342					$	40,554		$	(4,941	)				$	49,955
Cash flow from investing activities		(107,443	)	$	(69,300	)					(1,825,000	)	$	69,300			(1,932,443	)
Cash flow from financing activities		86,179			69,300			(40,566	)		1,829,941			(69,300	)		1,875,554
Change in cash		(6,922	)		—			(12	)		—			—			(6,934	)
Cash at beginning of period		14,667						54									14,721
Cash at end of period	$	7,745		$	—		$	42		$	—		$	—		$	7,787

R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Year Ended December 31, 2001

							Consolidated
							R.H.
	RHD Inc.			Guarantor			Donnelley
	(Issuer)			subsidiaries			Corporation
Cash flow from operations	$	(30,197	)	$	117,051		$	86,854
Cash flow from investing activities		(6,100	)					(6,100	)
Cash flow from financing activities		(4,467	)		(117,003	)		(121,470	)
Change in cash		(40,764	)		48			(40,716	)
Cash at beginning of period		55,431			6			55,437
Cash at end of period	$	14,667		$	54		$	14,721

R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Year Ended December 31, 2000

							Consolidated
							R.H.
	RHD Inc.			Guarantor			Donnelley
	(Issuer)			subsidiaries			Corporation
Cash flow from operations	$	10,473		$	72,293		$	82,766
Cash flow from investing activities		109,354						109,354
Cash flow from financing activities		(66,786	)		(72,287	)		(139,073	)
Change in cash		53,041			6			53,047
Cash at beginning of period		2,390						2,390
Cash at end of period	$	55,431		$	6		$	55,437

72

14. Valuation and Qualifying Accounts

		Additions Charged
	Balance at	To Revenue and	Write-offs and	Balance at End of
	Beginning of Period	Expense	Other Deductions	Period
Allowance for Doubtful Accounts

For the year ended December 31, 2002	$	6,339	3,300	4,867	$	4,772
For the year ended December 31, 2001	$	7,355	3,372	4,388	$	6,339
For the year ended December 31, 2000	$	7,992	11,128	11,765	$	7,355
Deferred Tax Asset Valuation Allowance
For the year ended December 31, 2002	$	4,287	1,807	—	$	6,094
For the year ended December 31, 2001	$	—	4,287	—	$	4,287

15. 2000 Transactions — Disposition of Businesses and Partnership Restructuring

Disposition of Businesses. During 2000, we sold our Cincinnati proprietary directory business to Yellow Book USA, Inc., terminated early our directory services agreements with Bell Atlantic, ceased operations of our Get Digital Smart Internet business and implemented related cost-cutting measures, including headcount reductions, at our Raleigh facility and corporate headquarters. A pretax gain of $86,495 ($53,454 after taxes) was recognized in connection with these actions. The calculation of the gain included certain estimated reserves based on the best information available at the time of the transactions. At December 31, 2002, we determined that sufficient time has elapsed since the transaction, that no additional costs will be incurred and no risks or uncertainties existed at the balance sheet date. Accordingly, the remaining reserves of $1,072 were reversed into income.

CenDon Restructuring. Effective for directories that published after June 30, 2000, we entered into a series of agreements with Centel that effectively restructured the CenDon Partnership as a limited liability company, CenDon LLC. Under the restructured arrangement, we receive sales commissions on all advertising sold, and in consideration for transferring control over the publishing functions to Centel, we receive a priority distribution, which is determined as a percentage of CenDon advertising sales. The priority distribution allows us to maintain the same level of profitability that we would have earned under the CenDon Partnership through the original expiration date in 2004. We also provided pre-press publishing services to the CenDon Partnership and continue to provide similar services to CenDon. The CenDon sales agency relationship extends through December 2010.

Under the revised arrangement, revenue and related costs were recognized at the time of sale. Under the previous CenDon Partnership, where we shared responsibility for the publishing and delivery functions, revenue and related costs were recognized at the time of directory publication. Accordingly, upon the restructuring of the CenDon arrangement, a one-time operating income benefit of $15,771 was recorded. This benefit related to advertising sales made and costs incurred prior to the effective date of the agreement for directories that published subsequent to the effective date of the agreement.

16. Quarterly Information (unaudited)

	Three Months Ended
	March 31		June 30		September 30		December 31(1)			Full Year
2002
Net revenue	$	18,390	$	19,456	$	20,938	$	15,022		$	73,806
Operating income		27,657		40,393		45,992		31,940			145,982
Net income		13,182		21,169		25,059		7,767			67,177
Preferred dividend		—		—		—		24,702			24,702
Net income (loss) available to common		13,182		21,169		25,059		(19,935	)		42,475
Basic earnings (loss) per share	$	0.45	$	0.71	$	0.84	$	(0.57	)	$	1.42
Diluted earnings (loss) per share	$	0.44	$	0.70	$	0.83	$	(0.57	)	$	1.40

	Three Months Ended
	March 31		June 30		September 30		December 31(2)		Full Year
2001
Net revenue	$	18,839	$	20,034	$	22,165	$	15,701	$	76,739

73

Operating income (loss)		27,661		39,208		47,316		(2,713	)		111,472
Net income (loss)		12,861		20,612		25,688		(9,346	)		49,815
Basic earnings (loss) per share	$	0.42	$	0.68	$	0.86	$	(0.32	)	$	1.65
Diluted earnings (loss) per share	$	0.41	$	0.66	$	0.83	$	(0.32	)	$	1.61

The full year earnings per share amount may not equal the sum of the quarters due to weighting of shares.

(1)	The fourth quarter of 2002 includes a benefit of $6,694 from the reversal of a restructuring reserve, an investment impairment charge of $2,000, a loss on hedging activities of $1,523 and a benefit of $1,072 from the reversal of reserves established in connection with the disposition of the Bell Atlantic business.
(2)	The fourth quarter of 2001 includes a restructuring and special charge of $18,556 and an investment impairment charge of $11,432.

17. Subsequent Events

On January 3, 2003, we completed the acquisition of Sprint Corporation’s directory publishing business, Sprint Publishing & Advertising, for $2,213,475, after a preliminary working capital adjustment, repaid existing debt and accrued interest of $244,166 and paid transaction costs of $15,101. The ultimate purchase price is subject to a final working capital adjustment. SPA is a publisher of 260 revenue-generating yellow pages directories in 18 states. Prior to the acquisition, we provided sales agency and pre-press publishing services for 44 of these directories in four states. The acquisition transforms the Company from a sales agent and pre-press vendor into a leading publisher of yellow pages directories.

At the closing of the acquisition, we borrowed $510,000 consisting of $500,000 Term Loan A proceeds and $10,000 under the Revolver. We also received the proceeds of $1,825,000 held in escrow (see Note 4) and issued 130,000 shares of Preferred Stock and warrants to purchase 1,072,500 shares of our common stock to investment partnerships affiliated with The Goldman Sachs Group, Inc. (collectively, the “GS Funds”) for gross proceeds of $130,000. This investment by the GS Funds represented the remaining investment amount of their $200,000 commitment. On January 3, 2003, the 70,000 shares of Series B-1 Preferred Stock purchased by the GS Funds in November 2002 automatically converted into 70,604 shares of Preferred Stock. These proceeds, along with the $69,300 of net proceeds from the issuance of Preferred Stock to the GS Funds in November and $40,000 borrowed under the Existing Revolver in December, were used to purchase all the outstanding common stock of SPA, repay existing debt, including accrued interest and pay transaction fees and expenses. The Revolver and Term Loan A mature December 2008. The Preferred Stock is redeemable at our option at any time on or after January 3, 2013. The Preferred Stock may be redeemed at our option on or after January 3, 2006 and before January 3, 2013 if the market price (as defined) of our common stock exceeds 200% of the conversion price for 30 trading days. The Preferred Stock is redeemable at the option of the holder in the event of a change in control (as defined).

The sources and uses of funds in connection with the acquisition are summarized as follows:

Sources:
Borrowings under the Credit Facility:
	Revolving credit facility		$	10,000
	Term loan A			500,000
	Term loan B			900,000
8 7/8% Notes				325,000
10 7/8% Notes				600,000
Proceeds from issuance of Preferred Stock				200,000
Available cash				29,701
		Total sources	$	2,564,701
Uses:
Acquisition price of SPA			$	2,213,475
CenDon obligations				14,000
Repay existing long-term debt:
	Existing Credit Agreement			114,250

74

	Existing Notes			128,755
	Accrued interest on existing long-term debt			1,161
Fees and expenses				93,060
		Total uses	$	2,564,701

On January 3, 2003, borrowings under the Existing Term Facilities were repaid and, in connection with a tender offer and exit consent solicitation, $128,755 of the Existing Notes were repurchased. We borrowed an initial $1,410,000 under the Credit Facility contingent upon our repurchase of the entire $150,000 aggregate principal amount of the Existing Notes. Any proceeds that were not used to repurchase the Existing Notes were required to be repaid to the lenders under the Credit Facility. Accordingly, $21,245, representing the amount of Existing Notes that remain outstanding following the tender offer and exit consent solicitation, was repaid to the lenders under the Credit Facility shortly after the consummation of the acquisition. In connection with the tender offer and exit consent solicitation, the holders of the Existing Notes agreed to terminate all covenants set forth in the Indenture governing the Existing Notes. Accordingly, the restrictions of this Indenture discussed in Note 4 above are no longer effective. In addition, the repayment of the Existing Term Facilities terminated the Existing Credit Agreement.

The acquisition was accounted for as a purchase business combination in accordance with SFAS 141 “Business Combinations.” The purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The fair value of certain long-term intangible assets and their respective useful lives were valued by an independent third party with expert knowledge in the area of valuing acquired businesses and in our industry. Identifiable intangible assets acquired included commercial agreements entered into between Sprint and us, customer relationships and acquired trade names.

Commercial agreements between Sprint and us include a directory services license agreement, a trademark license agreement and a non-competition agreement (collectively “Directory Services Agreements”). The directory services license agreement gives us the exclusive right to produce, publish and distribute directories for Sprint in the markets where Sprint currently provides local telephone service. The trademark license agreement gives us the exclusive right to use certain specified Sprint trademarks, including the Sprint diamond logo, in those markets and the non-competition agreement prohibits Sprint from producing, publishing and distributing print directories or selling local advertising in those markets, with certain limited exceptions. These agreements are all interrelated and each has an initial term of 50 years, subject to earlier termination under specified circumstances. The fair value assigned to these agreements of $1,625,000 was based on the present value of estimated future cash flows. We also acquired the established local and national customer relationships of SPA. The value of these relationships was determined based on the present value of estimated future cash flows and an analysis of historical attrition rates. A value of $200,000 was assigned to the local customer relationships and a value of $60,000 was assigned to the national customer relationships. Finally, we also acquired certain trade names historically used in the SPA directory business. A value of $30,000 was assigned to the trade names based on the “relief from royalty” method, which values the trade names based on the estimated amount that a company would have to pay in an arms length transaction to use these trade names. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

In accordance with SFAS 142 “Goodwill and Other Intangible Assets,” the fair value of the identifiable intangible assets will be amortized over their estimated useful lives in a manner that best reflects the economic benefits derived from such assets. Goodwill is not amortized but is subject to impairment testing on an annual basis. We estimated that amortization expense for identified intangible assets will be approximately $50,000 per year.

Under purchase accounting rules, we did not assume the deferred revenue balance of SPA at January 3, 2003 of $292,775. This amount represented revenue that would have been recognized in 2003 under our deferral and amortization recognition method (described below) had the acquisition not occurred. Accordingly, we will never record revenue associated with directories that published prior to the acquisition. Although the deferred revenue balance was eliminated, we retained all the rights associated with the collection of amounts due under and obligations under the advertising contracts executed prior to the SPA acquisition. As a result, SPA’s billed and

75

unbilled accounts receivable balances remain assets of Donnelley. Also under purchase accounting rules, we did not assume deferred directory costs at January 3, 2003 related to those directories that were published prior to the acquisition. These costs represented operating expenses that would have been recognized in 2003 under the deferral and amortization method had the acquisition not occurred. Our policy of deferring direct costs attributable to a directory post-acquisition will be different than the policy followed by SPA prior to the acquisition, as certain costs previously deferred and amortized by SPA will be treated as period expenses.

76

The allocation of the purchase price to the fair value of assets acquired and liabilities assumed is presented in the table below. The purchase price allocation is based on the best information we have to date and could change as additional information arises.

Calculation of allocable purchase price:
	Cash		$	2,213,475
	Allocable transaction costs			15,101
	Total allocable purchase price		$	2,228,576
Estimated allocation of allocable purchase price:
	SPA net assets acquired		$	85,602
	Directory Services Agreements			1,625,000
	Customer relationships			260,000
	Acquired trade names			30,000
	Estimated profit on acquired sales contracts			8,300
	Fair market value adjustments
		Reverse pre-acquisition deferred revenue		292,775
		Reverse deferred directory costs associated with directories published pre-acquisition		(89,503	)
		Eliminate SPA historical deferred tax and goodwill		(43,540	)
		Other		(14,518	)
	Fair value of net assets acquired			2,154,116
	Goodwill			74,460
	Total allocable purchase price		$	2,228,576

As the publisher of yellow pages directories, we will recognize revenue from directory advertising sales and direct costs incurred in generating those sales under the deferral and amortization method. Under this method, the advertising sales value of the directory and related direct costs are initially deferred and recognized ratably over the life of a directory, which is typically twelve months.

After the acquisition, a significant portion of our revenue is derived from selling advertising to local small- and medium-sized businesses. Most advertisers, including all new advertisers, are subject to a credit review, and if the advertiser qualifies, we will extend credit to them for their advertising purchase. Small- and medium-sized businesses tend to have fewer financial resources and higher financial failure rates than large businesses. In addition, full collection of delinquent accounts can take an extended period of time and involve increased costs. While we do not believe that extending credit to our local advertisers will have a material adverse affect on our results of operations or financial condition, no assurances can be given. We do not require collateral from our advertisers, although we do charge interest to advertisers who do not pay within specified due dates. National advertising is typically paid in full within 30 days of the directory publication.

77

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Partners of DonTech

In our opinion, the accompanying combined balance sheets and the related combined statements of partners’ capital, operations and cash flows present fairly, in all material respects, the combined financial position of AM-DON (“DonTech I”) and the DonTech II Partnership (“DonTech II”), together referred to as “DonTech” at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of DonTech’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

January 17, 2003

78

DONTECH

COMBINED BALANCE SHEETS

			December 31,
			2002		2001
(in thousands, except share and per share data)
Assets
Current Assets
	Cash and cash equivalents		$	9,016	$	3,946
	Commission receivable from related party			102,358		108,475
	Prepaid expenses			843		212
		Total current assets		112,217		112,633
Fixed assets, net of accumulated depreciation and amortization				6,036		7,086
Pension asset				8,819		9,759
Other				1,842		1,662
		Total Assets	$	128,914	$	131,140
Liabilities and Partners’ Capital
Current Liabilities
	Accounts payable		$	1,602	$	1,573
	Accrued liabilities			9,640		9,154
	Distribution payable to partners			3,600		—
		Total current liabilities		14,842		10,727
	Deferred rent credits			1,550		—
		Total Liabilities		16,392		10,727
Commitments and contingencies (Note 6)
Partners’ capital				112,522		120,413
		Total Liabilities and Partners’ Capital	$	128,914	$	131,140

The accompanying notes are an integral part of the combined financial statements.

79

DONTECH

COMBINED STATEMENTS OF OPERATIONS

			Years Ended December 31,
			2002		2001		2000
(in thousands)
Sales commissions, net – related party			$	101,792	$	106,849	$	108,316
Expenses Selling				48,016		48,810		49,327
	Administrative			10,273		10,356		8,493
	Occupancy and depreciation			7,388		9,058		8,174
	Other			855		1,190		1,640
		Total operating expenses		66,562		69,414		67,634
		Income from operations		33,230		37,435		40,682
Other income				1,729		1,191		736
		Net income	$	36,959	$	38,626	$	41,418

The accompanying notes are an integral part of the combined financial statements.

80

DONTECH

COMBINED STATEMENTS OF CASH FLOWS

					Years Ended December 31,
					2002			2001			2000
(in thousands)
Cash Flows from Operating Activities
Net income					$	36,959		$	38,626		$	41,418
Reconciliation of net income to net cash provided by operating activities:
	Depreciation and amortization					1,702			2,360			2,135
	Loss on disposal of fixed assets					26			—			44
	Changes in assets and liabilities:
		Decrease in commission receivable				6,177			2,450			2,815
		Increase in prepaid rent expense				(743	)		—			—
		Increase in receivable from landlord				(450	)		—			—
		Decrease (increase) in other current assets				1,322			(115	)		(486	)
		Increase (decrease) in accounts payable				29			(548	)		(325	)
		Increase in accrued liabilities				457			533			1,090
		Increase in deferred rent credits				1,579			—			—
				Net cash provided by operating activities		46,998			43,306			46,691
Cash Flows from Investing Activities
Purchases of equipment						(678	)		(1,331	)		(3,153	)
Cash Flows from Financing Activities
Distributions to partners						(44,850	)		(43,400	)		(57,575	)
Increase in distribution payable						3,600			—			—
Net cash used in financing activities						(41,250	)		(43,400	)		(57,575	)
			Increase (decrease) in cash and cash equivalents			5,070			(1,425	)		(14,037	)
Cash and cash equivalents, beginning of year						3,946			5,371			19,408
Cash and cash equivalents, end of year					$	9,016		$	3,946		$	5,371
Noncash financing activities
Forgiveness of receivable due from API/IL					$	—		$	—		$	16,567

     The accompanying notes are an integral part of the combined financial statements.

81

DONTECH

COMBINED STATEMENTS OF PARTNERS’ CAPITAL

(in thousands)	R.H. Donnelley Corporation			Ameritech Publishing of Illinois, Inc.			Total
Balance, December 31, 1999	$	93,202		$	64,709		$	157,911
Net income		20,671			20,747			41,418
Distributions to partners		(21,381	)		(52,761	)		(74,142	)
Balance, December 31, 2000	$	92,492		$	32,695		$	125,187
Net income		19,313			19,313			38,626
Distributions to partners		(21,700	)		(21,700	)		(43,400	)
Balance, December 31, 2001	$	90,105		$	30,308		$	120,413
Net income		18,479			18,480			36,959
Distributions to partners		(22,425	)		(22,425	)		(44,850	)
Balance, December 31, 2002	$	86,159		$	26,363		$	112,522

The accompanying notes are an integral part of the combined financial statements.

82

DONTECH

NOTES TO COMBINED FINANCIAL STATEMENTS

(in thousands)

1. Form of Organization and Nature of Business

The DonTech II Partnership (“DonTech II”) is a general partnership between Reuben H. Donnelley, Inc. (formerly known as The Reuben H. Donnelley Corporation) (“R.H. Donnelley”), a Delaware corporation, and Ameritech Publishing of Illinois, Inc. (“API/IL”), a unit of SBC Communications (“SBC”). The partnership was established in August 1997 and was preceded by AM-DON (“DonTech I”), a general partnership between the same parties, which, as of December 31, 2000, ceased business operations and distributed its remaining assets to its partners. The accompanying financial statements of DonTech I and DonTech II (hereafter referred to as “DonTech”) are shown on a combined basis. All significant affiliated accounts and transactions incurred prior to December 31, 2000 have been eliminated in preparation of the combined financial statements.

DonTech II is the exclusive sales agent in perpetuity for yellow page, white page and street address directories published by SBC in Illinois and northwest Indiana. The partnership receives a 27% commission on sales net of provisions (capped at 6.1% subject to certain exclusions). DonTech II’s cost structure includes principally sales, sales operations, office services, finance, facilities and related overhead. DonTech II profits are shared equally between the partners. During the term of the partnership agreement, neither partner may compete directly against the business of DonTech II without the consent of the Board of Directors.

A Board of Directors (the “Board”) was appointed to administer the activities of the partnership. From time to time during the term of the partnership, the Board may call for additional capital contributions in equal amounts from each of the partners if, in the opinion of the Board, additional capital is required for the operation of the partnership.

On January 28, 2000, the partners agreed to amend the DonTech I partnership agreement to provide for the payment of $29,898 from DonTech I to API/IL as a preferential distribution. The preferential distribution was comprised of cash totaling $13,331 and the forgiveness and cancellation of a receivable due from API/IL to the partnership in the amount of $16,567.

Additionally, the partners also agreed to amend the DonTech II partnership agreement to provide for the payment of $29,898 by API/IL to DonTech II upon the dissolution of the DonTech II partnership and for the subsequent payment of a $29,898 preferential distribution to R.H. Donnelley.

2. Significant Accounting Policies

Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with an initial maturity date of three months or less. The carrying value of cash equivalents approximates fair value due to their short-term nature.

Revenue Recognition. Revenue is comprised of sales commissions reflected net of provisions (capped at 6.1% per annum subject to certain exclusions) and is recognized upon execution of contracts for the sale of advertising. Greater than 99% of DonTech’s revenue is generated from DonTech’s sales agency agreement with API/IL.

Fixed Assets. Fixed assets are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. Upon asset retirement or other disposition, the cost and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the statement of operations. Amounts incurred for repairs and maintenance are charged to operations.

Post-Retirement Benefits Other Than Pensions. DonTech provides post-retirement benefits consisting mainly of life and health insurance to substantially all employees and their dependents. The accrual method of accounting is utilized for post-retirement health care and life insurance benefits.

83

Income Taxes. No provision for income taxes is made, as the proportional share of partnership income is the responsibility of the individual partners.

Concentration of Credit Risk. Financial instruments that potentially subject DonTech to a concentration of credit risk consist principally of commission receivable. DonTech’s commission receivable is due from one of its partners (SBC). Collateral is not required.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Recent Pronouncements. In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections” (“SFAS 145”), which is effective for fiscal years beginning after May 15, 2002. SFAS 145 updates, clarifies and simplifies existing accounting pronouncements. The adoption of the standard will not have a significant impact on DonTech’s financial position, results of operations or cash flows.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”) which supercedes Emerging Issues Task Force Issue No. 94-3, “Liability for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of the commitment to an exit or disposal plan. This statement is effective for exit or disposal activities that are initiated after December 31, 2002 and the adoption will have no impact on DonTech’s historical combined financial position or results of operations.

In October 2002, the FASB issued SFAS No. 147, “Acquisition of Certain Financial Institutions,” which is not applicable to DonTech.

In November 2002, the FASB issued FASB Interpretation No. 45 “Guarantors’ Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation clarifies the requirements for a guarantor’s accounting for and disclosure of certain guarantees issued and outstanding. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements ending after December 15, 2002. The adoption will not have a significant impact on DonTech’s financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosures an amendment of FASB Statement No. 123,” which is not applicable to DonTech.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities – an interpretation of ARB No. 51,” which is not applicable to DonTech.

84

3. Fixed Assets

Fixed assets consist of the following at December 31:

	2002		2001
Equipment	$	16,656	$	15,990
Furniture and fixtures		7,030		7,261
Leasehold improvements		1,969		1,970
Other		—		366
		25,655		25,587
Less accumulated depreciation and amortization		19,619		18,501
	$	6,036	$	7,086

Depreciation expense for the three years ended December 31, 2002, 2001 and 2000 was $1,702, $2,360 and $2,135, respectively.

4. Accrued Liabilities

Accrued liabilities consist of the following at December 31:

	2002		2001
Accrued bonuses, commissions and other employee expenses	$	4,657	$	4,184
Accrued post-retirement benefits other than pensions		3,599		3,230
Deferred compensation		1,350		1,662
Other accrued liabilities		34		78
	$	9,640	$	9,154

5. Related Party Transactions

DonTech purchases insurance services and through August 2000 purchased automobile plan administration services from R.H. Donnelley, and general ledger and purchasing services from SBC. DonTech also provides facility space for certain employees of SBC under an agreement entered into in 1998 (see Note 6).

6. Contingencies and Commitments

DonTech leases certain office facilities under noncancelable lease arrangements. Rent expense under these operating leases was approximately $2,254, $2,223 and $2,119 for 2002, 2001 and 2000, respectively. During 2000, DonTech entered into a sublease agreement with SBC whereby DonTech received $56, $54 and $30 of sublease rental income from SBC during 2002, 2001 and 2000, respectively.

The future minimum lease payments required under noncancelable operating leases that have initial or remaining lease terms in excess of one year as of December 31, 2002 are as follows:

2003	$	4,098
2004		3,922
2005		3,918
2006		3,896
2007 and thereafter		13,291
	$	29,125

During 2002, DonTech renegotiated the lease for its headquarters facilities, which was originally scheduled to terminate on January 31, 2010. The renegotiated lease extends the terms of the agreement two additional years (through January 31, 2012) in exchange for certain cash concessions totaling $1,579.Cash concessions received in

85

connection with the amended lease have been recorded as deferred rent credits in the combined balance sheet and are being recognized on a straight-line basis as a reduction to rent expense over the lease term. At December 31, 2002, the long-term deferred credit related to these concessions was $1,524. In connection with the renegotiation of the lease, DonTech incurred brokers fees of $779 which have been reflected in the combined balance sheet as a non-current other asset as of December 31, 2002. These fees are being amortized to rent expense over the lease term.

In September 1998, DonTech entered into a maintenance service agreement with Ameritech Advertising Services to provide certain maintenance services, including parts, to DonTech. The length of the agreement is five years. According to the terms of the agreement, DonTech’s remaining obligation as of December 31, 2002 is $79.

7. Employee Retirement and Profit Participation Plans

DonTech sponsors a defined benefit pension plan covering substantially all of its employees (the “Principal Plan”). The Principal Plan’s assets are invested in equity funds, fixed income funds and real estate. Total expense (benefit) for the Principal Plan was $986, $29 and $(342) for 2002, 2001 and 2000, respectively.

The following provides a reconciliation of benefit obligations, plan assets, and the funded status of the Principal Plan.

	2002			2001
Change in benefit obligation
Projected benefit obligation, beginning of year	$	26,280		$	24,477
Service cost		1,262			1,116
Interest cost		1,903			1,765
Benefits paid		(975	)		(934	)
Actuarial (gain) loss		278			(575	)
Effect of plan amendments, assumption changes and other charges		638			431
Plan curtailment		(156	)		—
Projected benefit obligation, end of year	$	29,230		$	26,280
Change in plan assets
Market value of assets, at January 1	$	30,026		$	31,618
Benefits paid		(975	)		(934	)
Contributions		64			60
Actual return on assets		(2,216	)		(718	)
Market value of assets, at December 31	$	26,899		$	30,026
Funded status of the plan	$	(2,330	)	$	3,746
Unrecognized net loss		9,750			4,250
Unrecognized prior service costs		781			1,127
Prepaid cost	$	8,201		$	9,123
Prepaid benefit cost	$	8,819		$	9,759
Accrued liability		(618	)		(636	)
Net amount recognized	$	8,201		$	9,123

86

Net periodic pension cost (benefit) for the Plan in 2002, 2001 and 2000 include the following components:

	2002			2001			2000
Service cost	$	1,262		$	1,116		$	1,093
Interest cost		1,903			1,765			1,683
Expected return on assets		(2,791	)		(3,282	)		(3,430	)
Amortization of net loss (gain)		263			4			(114	)
Amortization of unrecognized prior service cost		291			426			426
Curtailment loss		58			—			—
Total pension cost (benefit)	$	986		$	29		$	(342	)
Assumptions used are as follows:

	2002			2001			2000
Discount rate		6.50	%		7.25	%		7.50	%
Expected long-term rate of return		9.75	%		10.50	%		10.50	%
Weighted average compensation increase		3.91	%		3.91	%		4.16	%

In the fourth quarter of 2000, the Partnership changed the method of accounting used to determine the value of plan assets for purposes of calculating annual pension expense. The method was changed from a market-related value whereby gains and losses are recognized on a straight-line basis over five years to market value whereby gains and losses are reflected immediately. The effect of this change on the 2000 results of operations, including the cumulative effect of prior years, was not material.

Additionally, DonTech offers a defined contribution savings plan (the “Profit Plan”) to substantially all employees and contributes fifty cents for each dollar contributed by a participating employee, up to a maximum of 6% of the participant’s compensation including salary, commission and short-term bonus. DonTech also makes contributions to the Profit Plan contingent upon the attainment of financial goals set in advance as defined in the Profit Plan agreement. The matching contributions made to the plan were $876, $944 and $854 in 2002, 2001 and 2000, respectively.

8. Postretirement Benefits Other Than Pensions

DonTech II provides post-retirement health care and life insurance benefits to certain retired employees and their dependents. The following provides a reconciliation of benefit obligations, plan assets and the funded status of the health and life insurance plans.

	2002			2001
Change in benefit obligation
Benefit obligation, beginning of year	$	4,052		$	3,326
Service cost		157			126
Interest cost		286			261
Plan participants’ contributions		47			36
Actuarial loss		390			536
Benefits paid		(242	)		(233	)
Benefit obligation, end of year	$	4,690		$	4,052
Change in plan assets
Market value of assets, at January 1	$	—		$	—
Employer contributions		195			197
Plan participants’ contributions		47			36
Benefits paid		(242	)		(233	)
Market value of assets, at December 31,	$	—		$	—

87

Funded status of plan	$	4,690		$	4,052
Unrecognized actuarial gain		(1,022	)		(656	)
Unrecognized prior service benefit		(69	)		(166	)
Accrued cost	$	3,599		$	3,230

Net periodic postretirement benefit cost for 2002, 2001 and 2000 include the following components:

	2002		2001		2000
Service cost	$	157	$	126	$	154
Interest cost		286		261		231
Amortization of prior service cost		97		97		97
Amortization of unrecognized loss		23		1		—
Net periodic benefit cost	$	563	$	485	$	482

The discount rate used in determining the benefit obligation as of December 31, 2002 and 2001 was 6.50% and 7.25%, respectively. The assumed health care cost trend rate used in measuring the benefit obligation as of December 31, 2002 and 2001 was 10.0% and 9.5%, respectively. The rates are assumed to decrease gradually to 5.0% for 2011 and remain at that level thereafter.

Increasing or decreasing the health care cost trend rates by one percentage point would not have had a material effect on the net periodic post-retirement expense for the year ended December 31, 2002. A one-percentage point increase would have increased the benefit obligation at December 31, 2002 by $315. A one-percentage point decrease would have decreased the benefit obligation at December 31, 2002 by $285.

88

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

There have been no changes in, or disagreements with the Company’s independent auditors, or the independent auditors of DonTech for the three-year period ended December 31, 2002.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information in response to this Item is incorporated herein by reference to the sections entitled “Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement to be filed with the Securities and Exchange Commission on or about March 25, 2003, except that “Executive Officers of the Registrant” on page 10 of this Report responds to Item 401(b), (d) and (e) of Regulation S-K with respect to executive officers.

ITEM 11. EXECUTIVE COMPENSATION

Information in response to this Item is incorporated herein by reference to the section entitled “Director and Executive Compensation” in the Company’s Proxy Statement to be filed on or about March 25, 2003 with the Securities and Exchange Commission.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS

Information in response to this Item is incorporated herein by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement to be filed on or about March 25, 2003 with the Securities and Exchange Commission, except that “Equity Compensation Plan Information” on page 17 of this Report responds to Item 201(d) of Regulation S-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information in response to this Item is incorporated herein by reference to the section entitled “Compensation Committee Interlocks and Insider Participation; Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement to be filed on or about March 25, 2003 with the Securities and Exchange Commission.

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Based on their evaluation, as of a date within 90 days of the filing date of this Annual Report on Form 10-K, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended), the principal executive officer and principal financial officer of the Company have each concluded that such disclosure controls and procedures are effective and sufficient to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.

89

(b) Changes in internal controls. Subsequent to their evaluation, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (A)(1) and (2) — List of financial statements and financial statement schedules

The following consolidated financial statements of the Company are included under Item 8:

     Consolidated Balance Sheets at December 31, 2002 and 2001

     Consolidated Statements of Operations for the three years ended December 31, 2002

     Consolidated Statements of Cash Flows for the three years ended December 31, 2002

     Consolidated Statements of Changes in Shareholders’ Deficit for the three years ended December 31, 2002

     Notes to Consolidated Financial Statements

The following combined financial statements for DonTech are included under Item 8:

     Combined Balance Sheets at December 31, 2002 and 2001

     Combined Statements of Operations for the three years ended December 31, 2002

     Combined Statements of Cash Flows for the three years ended December 31, 2002

     Combined Statements of Partners’ Capital for the three years ended December 31, 2002

     Notes to Combined Financial Statements

The following financial statement schedule for the Company is included under Item 8:

     Schedule II – Valuation and Qualifying Accounts (included as Footnote 14 – Valuation and Qualifying Accounts, in the Notes to Consolidated Financial Statements)

     (B)  Reports on Form 8-K:

On March 3, 2003, the Company filed a Current Report on Form 8-K, disclosing under Item 9 that on March 3, 2003, certain members of senior management of the Company were scheduled to make a presentation at a media industry conference sponsored by Bear Stearns & Co. During its presentation at that conference, management intended to present a slide presentation. The Company attached a copy of the slide presentation as Exhibit 99.1.

On January 17, 2003, the Company filed a Current Report on Form 8-K, disclosing under Item 2 that the Company completed the acquisition of SPA from Sprint. In addition, under Item 5, the Company disclosed that the GS Funds invested an additional $130 million in the Company through the purchase 130,000 shares of Preferred Stock and warrants to purchase 1,072,500 shares of common stock of the Company and that the Company replaced its existing senior credit facility with a new senior secured credit facility.

On January 8, 2003, the Company filed a Current Report on Form 8-K, disclosing under Item 9 that on January 8, 2003, certain members of senior management of the Company were scheduled to make a presentation at an investor conference sponsored by CJS Securities, a research firm that covers the Company. During its presentation at that conference, management intended to present a slide presentation. The Company attached a copy of the slide presentation as Exhibit 99.1.

On January 6, 2003, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that the Company and R.H. Donnelley Inc., entered into a Third Supplemental Indenture, dated as of December 20, 2002 (and operative on January 3, 2002), by and among the Company, R.H. Donnelley Inc., R.H. Donnelley Acquisitions, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc., Get Digital Smart.com, Inc., R.H. Donnelley Acquisitions II, Inc. and The Bank of New York, as trustee.

On December 20, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that the Company and R.H. Donnelley Inc. entered into a Second Supplemental Indenture, dated December 20, 2002, by and

90

among the Company, R.H. Donnelley Inc., R.H. Donnelley Acquisitions, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc., Get Digital Smart.com, Inc., R.H. Donnelley Acquisitions II, Inc. and The Bank of New York, as trustee.

On December 3, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that pursuant to a letter agreement, dated as of November 25, 2002, among the Company, R.H. Donnelley Inc. and the GS Funds. The GS Funds invested $70 million in the Company though the purchase of 70,000 shares of Preferred Stock and warrants to purchase 577,500 shares of common stock. In connection with the sale of the Preferred Stock and warrants to the GS Funds, the Company and the GS Funds entered into a Registration Rights Agreement, dated November 25, 2002.

On December 3, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 9 the unaudited pro forma combined financial statements that give effect to the acquisition by the Company of SPA and related financings on the historical financial position and results of operations of the Company and SPA.

On November 25, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that on November 25, 2002, R.H. Donnelley Inc. announced that it intended to offer, through one of its subsidiaries, $325 million of senior notes and $600 million of senior subordinated notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company filed the related press release, issued on November 25, 2002, as Exhibit 99.1.

On November 25, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that the Company and R.H. Donnelley Inc. entered into a First Supplemental Indenture, dated as of November 25, 2002, by and among the Company, R.H. Donnelley Inc., R.H. Donnelley Acquisitions, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc., Get Digital Smart.com, Inc., and The Bank of New York, as trustee.

On November 14, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 9 the unaudited pro forma combined financial statements that give effect to the acquisition by the Company of SPA and related financings on the historical financial position and results of operations of the Company and SPA.

On November 8, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 9 that at a conference held on November 7, 2002, a representative of the Company stated that the Company does not intend to repay the outstanding 9-1/8% senior subordinated notes due 2008 of R.H. Donnelley Inc. in connection with the financing of the Company’s acquisition of the publishing business of Sprint Corporation.

On November 7, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that R.H. Donnelley Inc. intends to offer, through a subsidiary, $300 million of senior notes and $450 million of senior subordinated notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company filed the press release issued on November 6, 2002 as Exhibit 99.1.

     On October 1, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 5 that pursuant to a Stock Purchase Agreement, dated as of September 21, 2002, by and among R.H. Donnelley Corporation, Sprint Corporation and Centel Directories LLC, the Company agreed to purchase Sprint’s directory publishing business (“SPA”) for $2.23 billion in cash. The Company also disclosed that the GS Funds have entered into a definitive agreement to invest $200 million in the Company through the purchase of the Company’s newly issued Preferred Stock. The GS Funds will also receive warrants to acquire 1.65 million shares of the Company’s common stock with an exercise price equal to the 30-day average of the common stock at the closing.

     On September 23, 2002, the Company filed a Current Report on Form 8-K, disclosing under Item 9 that the Company had posted a slide presentation on its website titled “Creating the Leading Public Stand-Alone U.S. Directory Company” in connection with the Company’s public announcement and related conference call that it had entered into a definitive agreement to purchase Sprint Corporation’s directory publishing business.

91

(C)  Exhibits:

Exhibit No.	Document
2.1	Stock Purchase Agreement, dated as of September 21, 2002, by and among the Company, Sprint Corporation and Centel Directories LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155). The Company agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request.
2.2	Supplemental Agreement to Stock Purchase Agreement, dated as of December 31, 2002, by and among the Company, Sprint Corporation and Centel Directories LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155). The Company agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.
2.3	Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, among R.H. Donnelley Corporation and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155)
3.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999 Commission File No. 001-07155)
3.2	By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999 Commission File No. 001-07155)
3.3	Certificate of Incorporation of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
3.4	By-laws of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)
3.5	Certificate of Designations of Convertible Cumulative Preferred Stock of R.H. Donnelley Corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
3.6	Certificate of Designations of Series B-1 Convertible Cumulative Preferred Stock of R.H. Donnelley Corporation (incorporated by reference to Exhibit 3.1 to the Current Report Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
4.1	Indenture, dated as of June 5, 1998, among R.H. Donnelley Inc., as Issuer, the Company, as Guarantor, and the Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17,

92

Exhibit No.	Document
	1998, Registration No. 333-59287)
4.2	Form of the 9 1/8% Senior Subordinated Notes due 2008 (included in Exhibit 4.1)
4.3	Company Guarantee (included in Exhibit 4.1)
4.4	First Supplemental Indenture, dated as of November 25, 2002, among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 25, 2002, Commission File No. 001-07155)
4.5	Second Supplemental Indenture, dated as of December 20, 2002, among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley Acquisitions II, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2002, Commission File No. 001-07155)
4.6	Third Supplemental Indenture, dated as of December 20, 2002 (operative as of January 3, 2003), among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley Acquisitions II, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2003, Commission File No. 001-07155)
4.7	Rights Agreement, dated as of October 27, 1998, between R.H. Donnelley Corporation and First Chicago Trust Company (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Commission File No. 001-07155)
4.8	Amendment No. 1 to Rights Agreement, dated as of February 26, 2001, by and among R.H. Donnelley Corporation, First Chicago Trust Company of New York (as initial Rights Agent) and The Bank of New York (as successor Rights Agent) (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
4.9	Amendment No. 2 to Rights Agreement, dated as of September 21, 2002, between the Company and The Bank of New York, as successor Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155)
4.10	Form of Warrant Agreement, dated as of November 25, 2002, between the Company and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
4.11	Form of Warrant Agreement, dated as of January 3, 2003, between the Company and investment partnerships affiliated

93

Exhibit No.	Document
	with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
4.12	Registration Rights Agreement, dated as of November 25, 2002, among the Company and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
4.13*	Indenture dated as of December 3 2002 between R.H. Donnelley Inc. (as successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New York, as Trustee, with respect to the 8 7/8% Senior Notes due 2010
4.14*	Supplemental Indenture dated as of January 3, 2003 among R.H. Donnelley Inc., as Issuer, the Company and the other guarantors signatory thereto, as Guarantors, and The Bank of New York, as Trustee, with respect to the 8 7/8% Senior Notes due 2010
4.15	Form of 8 7/8% Senior Notes due 2010 (included in Exhibit 4.13)
4.16*	Guarantees relating to the 8 7/8% Senior Notes due 2010
4.17*	Indenture dated as of December 3 2002 between R.H. Donnelley Inc. (as successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New York, as Trustee, with respect to the 10 7/8% Senior Subordinated Notes due 2012
4.18*	Supplemental Indenture dated as of January 3, 2003 among R.H. Donnelley Inc., as Issuer, the Company and the other guarantors signatory thereto, as Guarantors, and The Bank of New York, as Trustee, with respect to the 10 7/8% Senior Subordinated Notes due 2012
4.19	Form of 10 7/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.17)
4.20*	Guarantees relating to the 10 7/8% Senior Subordinated Notes due 2012
10.1	Form of Distribution Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.2	Form of Tax Allocation Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.3	Form of Employee Benefits Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.4	Form of Intellectual Property Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by

94

	reference to Exhibit 99.5 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.5	Form of Amended and Restated Transition Services Agreement among the Company (f/k/a The Dun & Bradstreet Corporation), The New Dun & Bradstreet Corporation, Cognizant Corporation, IMS Health Incorporated, ACNielsen Corporation and Gartner Group, Inc. (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.6	DonTech II Partnership Agreement, effective August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois, Inc. (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.7	Revenue Participation Agreement, dated as of August 19, 1997, by and between APIL Partners Partnership and R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.8	Master Agreement, executed August 19, 1997, by and among R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation), the Company (f/k/a The Dun & Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II, Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc., Ameritech Corporation, DonTech I Publishing Company LLC and the APIL Partners Partnership (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.9	Exclusive Sales Agency Agreement, effective August 19, 1997, between APIL Partners Partnership and DonTech II (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.10	Agreement for Publishing Services, dated as of January 1, 2002 between Ameritech Publishing Inc. and R.H. Donnelley Inc. (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2002, filed with the Securities and Exchange Commission on May 10, 2002, Commission File No. 001-07155)
10.11	Second Amended and Restated Partnership Agreement, effective as of August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.12	Limited Liability Company Agreement of CenDon, L.L.C. dated April 27, 2000 between R.H. Donnelley Inc. and Centel Directory Company (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to

95

	Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.13	Sales Agency Agreement dated as of April 27, 2000 among R.H. Donnelley Inc., Centel Directory Company and CenDon, L.L.C. (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.14	Agreement for Publishing Services dated as of April 27, 2000 between R.H. Donnelley and CenDon, L.L.C. (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.15^	Key Employees’ Performance Unit Plan, as amended and restated (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28, 1998, Registration No. 333-59287)
10.16^	1991 Key Employees’ Stock Option Plan, as amended and restated through April 25, 2000 (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2000, filed with the Securities and Exchange Commission on November 13, 2000, Commission File No. 001-07155)
10.17^	Amended and Restated 1998 Directors’ Stock Plan (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission on March 27, 2000, Commission File No. 001-07155)
10.18^	Pension Benefit Equalization Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.19^	2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.20^	2001 Partner Share Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on April 30, 2001, Registration No. 333-59790)
10.21^	Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.02 to Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)
10.22^	Form of Annual Incentive Program Award (incorporated by reference to Exhibit 99.03 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)

96

10.23^	Form of Performance Unit Program Award (incorporated by reference to Exhibit 99.04 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)
10.24^	Deferred Compensation Plan (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 24, 1999, Registration No. 333-91613)
10.25^	Amended and Restated Employment Agreement dated as of December 27, 2001 between the Company and Frank R. Noonan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.26^	Amended and Restated Employment Agreement dated as of December 27, 2001 between the Company and Philip C. Danford (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.27^	Employment Agreement effective as of May 1, 2002 between the Company and David C. Swanson (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.28^	Employment Agreement effective September 21, 2002 between the Company and Peter J. McDonald (incorporated by reference to Exhibit 10.30 to the Quarterly Report on Form 10-Q for the nine months ended September 30, 2002, filed with the Securities and Exchange Commission on November 12, 2002, Commission File No. 001-07155)
10.29^	Employment Agreement effective March 1, 2002 between the Company and Steven M. Blondy (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.30^	Employment Agreement dated as of September 28, 1998 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.31^	Amendment No. 1 to Employment Agreement dated as of July 27, 2000 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.32^	Amendment No. 2 to Employment Agreement dated as of February 27, 2001 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.33^	Employment Agreement dated as of September 26, 2000 between the Company and

97

	William C. Drexler (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.34^	Amendment No. 1 to Employment Agreement dated as of February 27, 2001 between the Company and William C. Drexler (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.35^	Employment Agreement dated as of January 1, 2001 between the Company and Robert J. Bush (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.36^	Amendment No. 1 to Employment Agreement dated as of February 27, 2001 between the Company and Robert J. Bush (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.37^	Separation Agreement and Release dated as of March 15, 2001 between the Company and Judith A. Norton (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.38	Letter Agreement, dated as of November 25, 2002, among the Company, R.H. Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs Group, Inc (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
10.39	Letter Agreement dated as of January 3, 2003 among the Company, R.H. Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs Group, Inc (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.40	Directory Services License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint Directory Trademark Company, LLC and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.41	Trademark License Agreement, dated as of January 3, 2003, by and among Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory Company) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange

98

	Commission on January 17, 2003, Commission File No. 001-07155)
10.42	Publisher Trademark License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel Directory Company) and Sprint Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.43	Non-Competition Agreement, dated as of January 3, 2003, by and among the Company, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.44	Subscriber Listings Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.45	Credit Agreement, dated as of December 6, 2002, among the Company, R.H. Donnelley Inc., R.H. Donnelley Finance Corporation II (subsequently merged with and into R.H. Donnelley Inc.), the several lenders from time to time party thereto, Bear Stearns Corporate Lending Inc. and Citicorp North America, Inc., as joint syndication agents, BNP Paribas and Fleet National Bank, as joint documentation agents, Deutsche Bank Trust Company Americas, as administrative agent, and Deutsche Bank Securities Inc., Salomon Smith Barney Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
21*	Subsidiaries of the Company
23*	Consent of Independent Accountants
99.1*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by David C. Swanson, Chief Executive Officer
99.2*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by Steven M. Blondy, Senior Vice President and Chief Financial Officer
99.3*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by David C. Swanson, Chief Executive Officer for R.H. Donnelley Inc.
99.4*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by Steven M. Blondy, Senior Vice President and Chief Financial Officer for R.H. Donnelley Inc.

* Filed herewith

^ Management contract or compensatory plan

99

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 19th day of March 2003.

R.H. Donnelley Corporation

By: /s/ David C. Swanson
David C. Swanson,
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been duly signed by the following persons in the capacities and on the date indicated.

/s/ David C. Swanson	Chairman and Chief Executive	March 19, 2003
	Officer and Director
(David C. Swanson)	(Principal Executive Officer)
/s/ Steven M. Blondy	Senior Vice President and	March 19, 2003
	Chief Financial Officer
(Steven M. Blondy)	(Principal Financial Officer)
/s/ William C. Drexler	Vice President and Controller	March 19, 2003
(William C. Drexler)	(Principal Accounting Officer)
/s/ Kenneth G. Campbell (Kenneth G. Campbell)	Director	March 19, 2003
/s/ Nancy E. Cooper (Nancy E. Cooper)	Director	March 19, 2003
/s/ Robert R. Gheewalla (Robert R. Gheewalla)	Director	March 19, 2003
/s/ Robert Kamerschen (Robert Kamerschen)	Director	March 19, 2003
(Terence M. O’Toole)	Director	March 19, 2003
/s/ Carol J. Parry (Carol J. Parry)	Director	March 19, 2003
/s/ David M. Veit (David M. Veit)	Director	March 19, 2003
/s/ Barry Lawson Williams (Barry Lawson Williams)	Director	March 19, 2003

100

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 19th day of March, 2003.

R.H. Donnelley Inc.

By: /s/ David C. Swanson
David C. Swanson,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been duly signed by the following persons in the capacities and on the date indicated.

/s/ David C. Swanson (David C. Swanson)	Director and Chief Executive Officer (Principal Executive Officer)	March 19, 2003
/s/ Steven M. Blondy (Steven M. Blondy)	Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 19, 2003
/s/ William C. Drexler (William C. Drexler)	Vice President and Controller (Principal Accounting Officer)	March 19, 2003

101

CERTIFICATIONS

I, David C. Swanson, certify that:

1.	I have reviewed this annual report on Form 10-K of R.H. Donnelley Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 19, 2003 By: /s/ David C. Swanson
David C. Swanson
President and Chief Executive Officer

102

CERTIFICATIONS

I, Steven M. Blondy, certify that:

1.	I have reviewed this annual report on Form 10-K of R.H. Donnelley Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 19, 2003 By: /s/ Steven M. Blondy
Steven M. Blondy
Senior Vice President and Chief Financial Officer

103

CERTIFICATIONS

I, David C. Swanson, certify that:

1.	I have reviewed this annual report on Form 10-K of R.H. Donnelley Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 19, 2003 By: /s/ David C. Swanson
David C. Swanson
President and Chief Executive Officer

104

CERTIFICATIONS

     I, Steven M. Blondy, certify that:

1.	I have reviewed this annual report on Form 10-K of R.H. Donnelley Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 19, 2003 By: /s/ Steven M. Blondy
Steven M. Blondy
Senior Vice President and Chief Financial Officer

105

EXHIBIT INDEX

Exhibit No.	Document
2.1	Stock Purchase Agreement, dated as of September 21, 2002, by and among the Company, Sprint Corporation and Centel Directories LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155). The Company agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request.
2.2	Supplemental Agreement to Stock Purchase Agreement, dated as of December 31, 2002, by and among the Company, Sprint Corporation and Centel Directories LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155). The Company agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.
2.3	Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, among R.H. Donnelley Corporation and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155)
3.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999 Commission File No. 001-07155)
3.2	By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the three months ended March 31, 1999, filed with the Securities and Exchange Commission on May 14, 1999 Commission File No. 001-07155)
3.3	Certificate of Incorporation of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
3.4	By-laws of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17, 1998, Registration No. 333-59287)
3.5	Certificate of Designations of Convertible Cumulative Preferred Stock of R.H. Donnelley Corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
3.6	Certificate of Designations of Series B-1 Convertible Cumulative Preferred Stock of R.H. Donnelley Corporation (incorporated by reference to Exhibit 3.1 to the Current Report Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
4.1	Indenture, dated as of June 5, 1998, among R.H. Donnelley Inc., as Issuer, the Company, as Guarantor, and the Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on July 17,

106

Exhibit No.	Document
	1998, Registration No. 333-59287)
4.2	Form of the 9 1/8% Senior Subordinated Notes due 2008 (included in Exhibit 4.1)
4.3	Company Guarantee (included in Exhibit 4.1)
4.4	First Supplemental Indenture, dated as of November 25, 2002, among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 25, 2002, Commission File No. 001-07155)
4.5	Second Supplemental Indenture, dated as of December 20, 2002, among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley Acquisitions II, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2002, Commission File No. 001-07155)
4.6	Third Supplemental Indenture, dated as of December 20, 2002 (operative as of January 3, 2003), among R.H. Donnelley Inc., as Issuer, and the Company, R.H. Donnelley Acquisitions, Inc., R.H. Donnelley Acquisitions II, Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley CD, Inc. and Get Digital Smart.com, Inc., as Guarantors, and The Bank of New York, as Trustee, with respect to the 9 1/8% Senior Subordinated Notes due 2008 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 6, 2003, Commission File No. 001-07155)
4.7	Rights Agreement, dated as of October 27, 1998, between R.H. Donnelley Corporation and First Chicago Trust Company (incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on November 5, 1998, Commission File No. 001-07155)
4.8	Amendment No. 1 to Rights Agreement, dated as of February 26, 2001, by and among R.H. Donnelley Corporation, First Chicago Trust Company of New York (as initial Rights Agent) and The Bank of New York (as successor Rights Agent) (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
4.9	Amendment No. 2 to Rights Agreement, dated as of September 21, 2002, between the Company and The Bank of New York, as successor Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2002, Commission File No. 001-07155)
4.10	Form of Warrant Agreement, dated as of November 25, 2002, between the Company and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
4.11	Form of Warrant Agreement, dated as of January 3, 2003, between the Company and investment partnerships affiliated

107

Exhibit No.	Document
	with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
4.12	Registration Rights Agreement, dated as of November 25, 2002, among the Company and investment partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
4.13*	Indenture dated as of December 3 2002 between R.H. Donnelley Inc. (as successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New York, as Trustee, with respect to the 8 7/8% Senior Notes due 2010
4.14*	Supplemental Indenture dated as of January 3, 2003 among R.H. Donnelley Inc., as Issuer, the Company and the other guarantors signatory thereto, as Guarantors, and The Bank of New York, as Trustee, with respect to the 8 7/8% Senior Notes due 2010
4.15	Form of 8 7/8% Senior Notes due 2010 (included in Exhibit 4.13)
4.16*	Guarantees relating to the 8 7/8% Senior Notes due 2010
4.17*	Indenture dated as of December 3 2002 between R.H. Donnelley Inc. (as successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New York, as Trustee, with respect to the 10 7/8% Senior Subordinated Notes due 2012
4.18*	Supplemental Indenture dated as of January 3, 2003 among R.H. Donnelley Inc., as Issuer, the Company and the other guarantors signatory thereto, as Guarantors, and The Bank of New York, as Trustee, with respect to the 10 7/8% Senior Subordinated Notes due 2012
4.19	Form of 10 7/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.17)
4.20*	Guarantees relating to the 10 7/8% Senior Subordinated Notes due 2012
10.1	Form of Distribution Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.2	Form of Tax Allocation Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.3	Form of Employee Benefits Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.4	Form of Intellectual Property Agreement between the Company (f/k/a The Dun & Bradstreet Corporation) and The New Dun & Bradstreet Corporation (incorporated by

108

	reference to Exhibit 99.5 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.5	Form of Amended and Restated Transition Services Agreement among the Company (f/k/a The Dun & Bradstreet Corporation), The New Dun & Bradstreet Corporation, Cognizant Corporation, IMS Health Incorporated, ACNielsen Corporation and Gartner Group, Inc. (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the Securities and Exchange Commission on June 30, 1998, Commission File No. 001-07155)
10.6	DonTech II Partnership Agreement, effective August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois, Inc. (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.7	Revenue Participation Agreement, dated as of August 19, 1997, by and between APIL Partners Partnership and R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.8	Master Agreement, executed August 19, 1997, by and among R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation), the Company (f/k/a The Dun & Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II, Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc., Ameritech Corporation, DonTech I Publishing Company LLC and the APIL Partners Partnership (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.9	Exclusive Sales Agency Agreement, effective August 19, 1997, between APIL Partners Partnership and DonTech II (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.10	Agreement for Publishing Services, dated as of January 1, 2002 between Ameritech Publishing Inc. and R.H. Donnelley Inc. (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2002, filed with the Securities and Exchange Commission on May 10, 2002, Commission File No. 001-07155)
10.11	Second Amended and Restated Partnership Agreement, effective as of August 19, 1997, by and between R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and Ameritech Publishing of Illinois (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 7, 1998, Registration No. 333-59287)
10.12	Limited Liability Company Agreement of CenDon, L.L.C. dated April 27, 2000 between R.H. Donnelley Inc. and Centel Directory Company (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to

109

	Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.13	Sales Agency Agreement dated as of April 27, 2000 among R.H. Donnelley Inc., Centel Directory Company and CenDon, L.L.C. (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.14	Agreement for Publishing Services dated as of April 27, 2000 between R.H. Donnelley and CenDon, L.L.C. (certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to an Application for an Order Granting Confidential Treatment) (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.15^	Key Employees’ Performance Unit Plan, as amended and restated (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on September 28, 1998, Registration No. 333-59287)
10.16^	1991 Key Employees’ Stock Option Plan, as amended and restated through April 25, 2000 (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2000, filed with the Securities and Exchange Commission on November 13, 2000, Commission File No. 001-07155)
10.17^	Amended and Restated 1998 Directors’ Stock Plan (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission on March 27, 2000, Commission File No. 001-07155)
10.18^	Pension Benefit Equalization Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.19^	2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.20^	2001 Partner Share Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on April 30, 2001, Registration No. 333-59790)
10.21^	Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.02 to Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)
10.22^	Form of Annual Incentive Program Award (incorporated by reference to Exhibit 99.03 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)

110

10.23^	Form of Performance Unit Program Award (incorporated by reference to Exhibit 99.04 to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)
10.24^	Deferred Compensation Plan (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 24, 1999, Registration No. 333-91613)
10.25^	Amended and Restated Employment Agreement dated as of December 27, 2001 between the Company and Frank R. Noonan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.26^	Amended and Restated Employment Agreement dated as of December 27, 2001 between the Company and Philip C. Danford (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission on March 27, 2002, Commission File No. 001-07155)
10.27^	Employment Agreement effective as of May 1, 2002 between the Company and David C. Swanson (incorporated by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.28^	Employment Agreement effective September 21, 2002 between the Company and Peter J. McDonald (incorporated by reference to Exhibit 10.30 to the Quarterly Report on Form 10-Q for the nine months ended September 30, 2002, filed with the Securities and Exchange Commission on November 12, 2002, Commission File No. 001-07155)
10.29^	Employment Agreement effective March 1, 2002 between the Company and Steven M. Blondy (incorporated by reference to Exhibit 10.30 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2002, filed with the Securities and Exchange Commission on August 14, 2002, Commission File No. 001-07155)
10.30^	Employment Agreement dated as of September 28, 1998 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.31^	Amendment No. 1 to Employment Agreement dated as of July 27, 2000 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.32^	Amendment No. 2 to Employment Agreement dated as of February 27, 2001 between the Company and Frank M. Colarusso (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.33^	Employment Agreement dated as of September 26, 2000 between the Company and

111

	William C. Drexler (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.34^	Amendment No. 1 to Employment Agreement dated as of February 27, 2001 between the Company and William C. Drexler (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.35^	Employment Agreement dated as of January 1, 2001 between the Company and Robert J. Bush (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.36^	Amendment No. 1 to Employment Agreement dated as of February 27, 2001 between the Company and Robert J. Bush (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.37^	Separation Agreement and Release dated as of March 15, 2001 between the Company and Judith A. Norton (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001, Commission File No. 001-07155)
10.38	Letter Agreement, dated as of November 25, 2002, among the Company, R.H. Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs Group, Inc (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002, Commission File No. 001-07155)
10.39	Letter Agreement dated as of January 3, 2003 among the Company, R.H. Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs Group, Inc (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.40	Directory Services License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint Directory Trademark Company, LLC and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.41	Trademark License Agreement, dated as of January 3, 2003, by and among Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory Company) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange

112

	Commission on January 17, 2003, Commission File No. 001-07155)
10.42	Publisher Trademark License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel Directory Company) and Sprint Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.43	Non-Competition Agreement, dated as of January 3, 2003, by and among the Company, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.44	Subscriber Listings Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.45	Credit Agreement, dated as of December 6, 2002, among the Company, R.H. Donnelley Inc., R.H. Donnelley Finance Corporation II (subsequently merged with and into R.H. Donnelley Inc.), the several lenders from time to time party thereto, Bear Stearns Corporate Lending Inc. and Citicorp North America, Inc., as joint syndication agents, BNP Paribas and Fleet National Bank, as joint documentation agents, Deutsche Bank Trust Company Americas, as administrative agent, and Deutsche Bank Securities Inc., Salomon Smith Barney Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
21*	Subsidiaries of the Company
23*	Consent of Independent Accountants
99.1*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by David C. Swanson, Chief Executive Officer
99.2*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by Steven M. Blondy, Senior Vice President and Chief Financial Officer
99.3*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by David C. Swanson, Chief Executive Officer for R.H. Donnelley Inc.
99.4*	Certification of Annual Report on Form 10-K for the year ended December 31, 2002 by Steven M. Blondy, Senior Vice President and Chief Financial Officer for R.H. Donnelley Inc.

* Filed herewith

^ Management contract or compensatory plan

113 EX-4.13 3 y84419exv4w13.txt INDENTURE: 8 7/8% SENIOR NOTES Exhibit 4.13 ================================================================================ R.H. DONNELLEY FINANCE CORPORATION I (To be Merged With and Into R.H. Donnelley Inc.) and THE BANK OF NEW YORK, as Trustee -------------------------------------- INDENTURE Dated as of December 3, 2002 -------------------------------------- $325,000,000 8-7/8% Senior Notes Due 2010 ================================================================================ CROSS-REFERENCE TABLE

TIA Indenture Section Section - ------- --------- 310 (a)(1)............................................................... 7.10 (a)(2)............................................................... 7.10 (a)(3)............................................................... N.A. (a)(4)............................................................... N.A. (a)(5)............................................................... N.A. (b).................................................................. 7.08; 7.10 (b)(1)............................................................... 7.10 (c).................................................................. N.A. 311 (a).................................................................. 7.11 (b).................................................................. 7.11 (c).................................................................. N.A. 312 (a).................................................................. 2.06 (b).................................................................. 12.03 (c).................................................................. 12.03 313 (a).................................................................. 7.06 (b)(1)............................................................... N.A. (b)(2)............................................................... 7.06; 11.04 (c).................................................................. 7.06; 11.04 (d).................................................................. 7.06 314 (a).................................................................. 4.06; 4.18; 12.04 (b).................................................................. 11.02 (c)(1)............................................................... 12.04 (c)(2)............................................................... 12.04 (c)(3)............................................................... N.A. (d).................................................................. 11.04 (e).................................................................. 12.05 (f).................................................................. N.A. 315 (a).................................................................. 7.01(b) (b).................................................................. 7.05 (c).................................................................. 7.01(a) (d).................................................................. 7.01(c) (e).................................................................. 6.12 316 (a)(last sentence).................................................. 2.10 (a)(1)(A)............................................................ 6.05 (a)(1)(B)............................................................ 6.04 (a)(2)............................................................... N.A. (b).................................................................. 6.08 (c).................................................................. 8.04 317 (a)(1)............................................................... 6.09 (a)(2)............................................................... 6.10 (b).................................................................. 2.05; 7.12 318 (a).................................................................. 12.01

- -------------- N.A. means Not Applicable Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture TABLE OF CONTENTS ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE

Page ---- SECTION 1.01. Definitions........................................................................ 1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act.................................. 37 SECTION 1.03. Rules of Construction.............................................................. 38 ARTICLE TWO THE SECURITIES SECTION 2.01. Amount of Senior Notes............................................................. 39 SECTION 2.02. Form and Dating.................................................................... 39 SECTION 2.03. Execution and Authentication....................................................... 40 SECTION 2.04. Registrar and Paying Agent......................................................... 40 SECTION 2.05. Paying Agent To Hold Money in Trust................................................ 41 SECTION 2.06. Holder Lists....................................................................... 41 SECTION 2.07. Transfer and Exchange.............................................................. 41 SECTION 2.08. Replacement Senior Notes........................................................... 42 SECTION 2.09. Outstanding Senior Notes........................................................... 43 SECTION 2.10. Treasury Notes..................................................................... 43 SECTION 2.11. Temporary Senior Notes............................................................. 43 SECTION 2.12. Cancellation....................................................................... 44 SECTION 2.13. Defaulted Interest................................................................. 44 SECTION 2.14. CUSIP Number....................................................................... 44 SECTION 2.15. Deposit of Moneys.................................................................. 45 SECTION 2.16. Book-Entry Provisions for Global Notes............................................. 45 SECTION 2.17. Special Transfer Provisions........................................................ 47 SECTION 2.18. Computation of Interest............................................................ 49 ARTICLE THREE REDEMPTION SECTION 3.01. Election To Redeem; Notices to Trustee............................................. 49 SECTION 3.02. Selection by Trustee of Senior Notes To Be Redeemed................................ 50 SECTION 3.03. Notice of Redemption............................................................... 50 SECTION 3.04. Effect of Notice of Redemption..................................................... 51

-i-

Page ---- SECTION 3.05. Deposit of Redemption Price........................................................ 51 SECTION 3.06. Senior Notes Redeemed in Part...................................................... 52 SECTION 3.07. Special Mandatory Redemption; Notices to Trustee and Securities Intermediary....... 52 SECTION 3.08. Notice of Special Mandatory Redemption to Holders.................................. 52 SECTION 3.09. Effect of Notice of Special Mandatory Redemption................................... 53 SECTION 3.10. Deposit of Special Mandatory Redemption Price...................................... 53 SECTION 3.11. Other Mandatory Redemption......................................................... 53 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Senior Notes............................................................ 54 SECTION 4.02. Maintenance of Office or Agency.................................................... 54 SECTION 4.03. Legal Existence.................................................................... 55 SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law.......................... 55 SECTION 4.05. Waiver of Stay, Extension or Usury Laws............................................ 56 SECTION 4.06. Compliance Certificate............................................................. 56 SECTION 4.07. Payment of Taxes and Other Claims.................................................. 57 SECTION 4.08. Repurchase at the Option of Holders upon Change of Control......................... 57 SECTION 4.09. Limitation on Debt................................................................. 59 SECTION 4.10. Limitation on Restricted Payments.................................................. 63 SECTION 4.11. Limitation on Liens................................................................ 69 SECTION 4.12. Limitation on Asset Sales.......................................................... 69 SECTION 4.13. Limitation on Restrictions on Distributions from Restricted Subsidiaries........... 73 SECTION 4.14. Limitation on Transactions with Affiliates......................................... 75 SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries............................ 78 SECTION 4.16. Limitation of Company's Business................................................... 79 SECTION 4.17. Reports to Holders................................................................. 79 SECTION 4.18. Creation of Subsidiaries; Additional Subsidiary Guarantees......................... 80 ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Merger, Consolidation and Sale of Property......................................... 81

-ii-

Page ---- SECTION 5.02. Successor Person Substituted....................................................... 84 ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default.................................................................. 84 SECTION 6.02. Acceleration of Maturity; Rescission............................................... 87 SECTION 6.03. Other Remedies..................................................................... 88 SECTION 6.04. Waiver of Past Defaults and Events of Default...................................... 89 SECTION 6.05. Control by Majority................................................................ 89 SECTION 6.06. Limitation on Suits................................................................ 89 SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders........... 90 SECTION 6.08. Rights of Holders To Receive Payment............................................... 90 SECTION 6.09. Collection Suit by Trustee......................................................... 90 SECTION 6.10. Trustee May File Proofs of Claim................................................... 91 SECTION 6.11. Priorities......................................................................... 91 SECTION 6.12. Undertaking for Costs.............................................................. 92 ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee.................................................................. 92 SECTION 7.02. Rights of Trustee.................................................................. 94 SECTION 7.03. Individual Rights of Trustee....................................................... 95 SECTION 7.04. Trustee's Disclaimer............................................................... 95 SECTION 7.05. Notice of Defaults................................................................. 96 SECTION 7.06. Reports by Trustee to Holders...................................................... 96 SECTION 7.07. Compensation and Indemnity......................................................... 96 SECTION 7.08. Replacement of Trustee............................................................. 98 SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.................................... 99 SECTION 7.10. Eligibility; Disqualification...................................................... 99 SECTION 7.11. Preferential Collection of Claims Against Company.................................. 99 SECTION 7.12. Paying Agents...................................................................... 99

-iii- ARTICLE EIGHT MODIFICATION AND WAIVER

Page ---- SECTION 8.01. Without Consent of Holders......................................................... 100 SECTION 8.02. With Consent of Holders............................................................ 101 SECTION 8.03. Compliance with Trust Indenture Act................................................ 102 SECTION 8.04. Revocation and Effect of Consents.................................................. 102 SECTION 8.05. Notation on or Exchange of Senior Notes............................................ 103 SECTION 8.06. Trustee To Sign Amendments, etc.................................................... 103 ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE SECTION 9.01. Discharge of Liability on Senior Notes; Defeasance................................. 104 SECTION 9.02. Conditions to Defeasance........................................................... 105 SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions...................................................................... 107 SECTION 9.04. Reinstatement...................................................................... 108 SECTION 9.05. Moneys Held by Paying Agent........................................................ 108 SECTION 9.06. Moneys Held by Trustee............................................................. 108 ARTICLE TEN GUARANTEE OF SECURITIES SECTION 10.01. Guarantee.......................................................................... 109 SECTION 10.02. Execution and Delivery of Guarantee................................................ 110 SECTION 10.03. Release of Guarantors.............................................................. 111 SECTION 10.04. Waiver of Subrogation.............................................................. 111 SECTION 10.05. Notice to Trustee.................................................................. 112 ARTICLE ELEVEN SECURITY DOCUMENTS SECTION 11.01. Security Documents................................................................. 112 SECTION 11.02. Recording and Opinions............................................................. 113 SECTION 11.03. Release of Collateral.............................................................. 113 SECTION 11.04. Certificates of the Company........................................................ 114

-iv-

Page ---- SECTION 11.05. Certificates of the Trustee........................................................ 114 SECTION 11.06. Authorization of Actions To Be Taken by the Trustee Under the Security Documents... 114 SECTION 11.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents...... 115 SECTION 11.08. Termination of Security Interest................................................... 115 ARTICLE TWELVE MISCELLANEOUS SECTION 12.01. Trust Indenture Act Controls....................................................... 115 SECTION 12.02. Notices............................................................................ 115 SECTION 12.03. Communications by Holders with Other Holders....................................... 117 SECTION 12.04. Certificate and Opinion as to Conditions Precedent................................. 117 SECTION 12.05. Statements Required in Certificate and Opinion..................................... 117 SECTION 12.06. Rules by Trustee and Agents........................................................ 118 SECTION 12.07. Legal Holidays..................................................................... 118 SECTION 12.08. Governing Law...................................................................... 118 SECTION 12.09. No Adverse Interpretation of Other Agreements...................................... 118 SECTION 12.10. Successors......................................................................... 118 SECTION 12.11. Multiple Counterparts.............................................................. 119 SECTION 12.12. Table of Contents, Headings, etc................................................... 119 SECTION 12.13. Separability....................................................................... 119 EXHIBITS Exhibit A. Form of Senior Note................................................................ A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes....... B-1 Exhibit C. Form of Legend for Regulation S Note............................................... C-1 Exhibit D. Form of Legend for Global Note..................................................... D-1 Exhibit E. Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S ................................................ E-1 Exhibit F. Form of Guarantee.................................................................. F-1 Exhibit G. Form of Certificate from Acquiring Institutional Accredited Investor............... G-1

-v- INDENTURE, dated as of December 3, 2002, between R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer ("Finance Corp.") and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"). References herein to the "Company" refer to (i) prior to the Merger (as defined herein) and the consummation of the other Transactions (as defined herein), Finance Corp. and (ii) from and after the Merger, only to R.H. Donnelley Inc. and not any of its Subsidiaries. On and after the Release Date, the Senior Notes will be Guaranteed by the Guarantors. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Senior Notes. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. "Acquired Debt" means Debt of a Person existing at the time such Person becomes a Restricted Subsidiary, other than Debt Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Acquired Debt shall be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary. "Acquisition" means the consummation, on the date of the Merger and Release, of the acquisition by Parent of Centel Directory Company, a Delaware corporation, DirectoriesAmerica, Inc., a Kansas corporation, and Sprint Publishing & Advertising, Inc., a Kansas corporation. "Acquisition Agreement" means the stock purchase agreement dated as of September 21, 2002 by and between Sprint Corporation, a Kansas corporation, Centel Directories LLC, a Delaware limited liability company, and Parent. "Additional Assets" means: (a) any Property (other than cash, cash equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Related Business; or -2- (b) Capital Stock of a Person that is or becomes a Restricted Subsidiary upon or as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Related Business. "Additional Interest" has the meaning set forth in Exhibit A. "Additional Senior Notes" has the meaning set forth in Section 2.01. "Affiliate" of any specified Person means: (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or (b) any other Person who is a director or officer of: (1) such specified Person, (2) any Subsidiary of such specified Person, or (3) any Person described in clause (a) above. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Sections 4.12 and 4.14 and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. "Affiliate Transaction" has the meaning set forth in Section 4.14. "Agent" means any Registrar, Paying Agent, or agent for service or notices and demands. "Agent Members" has the meaning set forth in Section 2.16. "Allocable Excess Proceeds" has the meaning set forth in Section 4.12(d). "Alternate Offer" has the meaning set forth in Section 4.08(e). -3- "amend" means amend, modify, supplement, restate or amend and restate, including successively; and "amending" and "amended" have correlative meanings. "Asset Sale" means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary), (b) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary, or (c) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; other than, in the case of clause (a), (b) or (c) above, (1) any disposition by the Company or a Restricted Subsidiary to the Company, a Restricted Subsidiary or any Person (if after giving effect to such transfer such other Person becomes a Restricted Subsidiary), (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.10, (3) any disposition effected in compliance with Section 5.01, (4) any disposition of Temporary Cash Investments in the ordinary course of business, (5) any disposition of obsolete, worn out or permanently retired equipment or facilities or other property that are no longer useful in the conduct of the business of the Company or any Restricted Subsidiary, (6) any disposition of Receivables and Related Assets in a Qualified Securitization Transaction for the Fair Market Value thereof including cash or Temporary Cash Investments in an amount at least equal to 75% of the Fair Market Value thereof, (7) for purposes of Section 4.12, any disposition the net proceeds of which to the Company and its Restricted Subsidiaries do not exceed $1 million in any transaction or series of related transactions, -4- (8) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries, (9) the sale or other disposition of cash or Cash Equivalents, (10) any release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute or other controversy and (11) any sale or other disposition of the Company's pre-press publishing facility located in Bristol, Tennessee. "Average Life" means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing: (a) the sum of the products of (1) the number of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by (2) the amount of such payment by (b) the sum of all such payments. "Bankruptcy Law" means Title 11, United States Code, or any similar U.S. Federal or state law. "Board of Directors" means, with respect to any Person, the board of directors, or any equivalent management entity, of such Person or any committee thereof duly authorized to act on behalf of such board. "Board Resolution" means, with respect to any Person, a copy of a resolution of such Person's Board of Directors, certified by the Secretary or an Assistant Secretary, or an equivalent officer, of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized or required by law to close. "Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the -5- last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased. "Capital Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest. "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or a Restricted Subsidiary for the benefit of their employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) by the Company of its Capital Stock (including upon the exercise of options, warrants or rights) (other than Disqualified Stock) or warrants, options or rights to purchase its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. "Cash Equivalents" means (a) United States dollars, (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (c) demand deposits, time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any State thereof having capital, surplus and undivided profits in excess of $250 million, (d) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1 by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated money market fund as defined by Rule 2a-7 of the General Rules and Regulations promulgated under the Investment Company Act of 1940 and (g) in the case of a Foreign Subsidiary, substantially similar investments denominated in foreign currencies (including similarly capitalized foreign banks). "Change of Control" means the occurrence of any of the following events: -6- (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Parent or the Company (for the purpose of this clause (1) a Person shall be deemed to beneficially own the Voting Stock of a corporation that is beneficially owned (as defined above) by another corporation (a "parent corporation") if such Person beneficially owns (as defined above) at least 50% of the aggregate voting power of all classes of Voting Stock of such parent corporation); (2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company or the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the applicable shareholders was approved or ratified by a vote of 66 2/3% of the Board of Directors of the Company or Parent, as applicable, then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or ratified) cease for any reason to constitute a majority of such Board of Directors then in office; (3) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company; or (4) the merger or consolidation of Parent or the Company with or into another Person or the merger of another Person with or into Parent or the Company, or the sale of all or substantially all the assets of Parent or the Company to another Person, and, in the case of any such merger or consolidation, the securities of Parent or the Company, as the case may be, that are outstanding immediately prior to such transaction and that represent 100% of the aggregate voting power of the Voting Stock of Parent or the Company, as the case may be, are changed into or exchanged for cash, securities or Property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving corporation that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving corporation; provided, that a Change of Control shall not be deemed to have occurred solely as a consequence of a merger or consolidation between Parent and the Company, in which case all references in the preceding clauses (2) and (4) to "Parent or the Company" shall henceforth be deemed to refer only to the surviving entity of such merger or consolidation. "Change of Control Offer" has the meaning set forth in Section 4.08. "Change of Control Payment Date" has the meaning set forth in Section 4.08. -7- "Change of Control Purchase Price" has the meaning set forth in Section 4.08. "Clearstream" has the meaning set forth in Section 2.16. "Collateral" has the meaning set forth in Section 6(a) of the Escrow Agreement. "Commission" means the U.S. Securities and Exchange Commission. "Commodity Price Protection Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. "Company" means the party named as such in the first paragraph of this Indenture and further defined in the second paragraph hereof, until a successor replaces such party pursuant to Article Five and thereafter means the successor. "Consolidated Incremental Depreciation and Amortization" means, for any period, the total amount of depreciation and amortization related to the step up in basis required under purchase accounting with respect to the transactions contemplated by the Acquisition Agreement for such period on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, for any period, without duplication and in each case determined on a consolidated basis in accordance with GAAP, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by either the Company or its Restricted Subsidiaries: (a) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued during such period, (b) amortization of debt discount and debt issuance cost, including commitment fees, (c) capitalized interest, (d) non-cash interest expense, (e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, -8- (f) net costs associated with Hedging Obligations (including amortization of discounts or fees); provided, however, such costs shall not include any unrealized gain or loss implicit in Hedging Obligations, (g) the sum of (a) all Disqualified Stock Dividends and (b) Preferred Stock Dividends with respect to Capital Stock of Subsidiaries, (h) interest accruing or paid on any Debt of any other Person to the extent such Debt is guaranteed by the Company or any Restricted Subsidiary, or is secured by a Lien on the Company's or any Restricted Subsidiary's assets, whether or not such interest is paid by the Company or such Restricted Subsidiary, (i) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust, (j) interest accruing in connection with a Qualified Securitization Transaction, and (k) the interest portion of any deferred payment obligation. "Consolidated Net Income" means, for any period, the consolidated net income (loss) of the Company for such period on a consolidated basis prior to any adjustment to net income for any preferred stock (other than Disqualified Stock) as determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income: (a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that: (1) the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below), (2) the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income, and -9- (3) the revenue participation income received in connection with the Revenue Participation Agreement shall not be excluded, (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to contractual restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that: (1) the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and (2) the Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income, (c) any net gain or loss realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (including pursuant to any sale and leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business, (d) any net after-tax extraordinary gain or loss, (e) the cumulative effect of a change in accounting principles, (f) any non-cash compensation expense realized for grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such rights (if redeemable), options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of a direct or indirect parent of the Company, (g) 50% of Consolidated Incremental Depreciation and Amortization, (h) any non-cash impact attributable to the reduction in deferred revenue as a result of the fair value exercise undertaken as required by purchase method of accounting for the transactions contemplated by the Acquisition Agreement, in accor- -10- dance with GAAP, during the twelve consecutive months following the consummation of the Acquisition, and (i) to the extent non-cash, any unusual, non-operating or non-recurring gain or loss (including to the extent related to the Acquisition). Notwithstanding the foregoing, for purposes of Section 4.10 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such Section pursuant to clause (b)(3)(iv) thereof. "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). "Covenant Defeasance" has the meaning set forth in Section 9.01. "Credit Facility" means the credit facility to be entered into by the Company on or before the date of the Merger and Release, as such may be amended, modified or supplemented from time to time, or one or more debt or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade letters of credit, or other forms of guarantees or assurances that one or more times Refinances, replaces, supplements, modifies or amends such credit facility. "Credit Facility Escrow Arrangements" means the escrow account and related agreements pursuant to which the proceeds of certain borrowings under the Credit Facility made by Finance Corp. or Finance Corp. II, as the case may be, prior to the Merger and Release will be placed into escrow until the initial closing under the Acquisition Agreement, at which time such borrowings will be assumed by RHD. "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option, synthetic cap or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates. -11- "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Deadline" means January 31, 2003, or such earlier date that RHD determines not to pursue consummation of the Acquisition. "Debt" means, with respect to any Person on any date of determination (without duplication): (a) the principal of and premium (if any, but only in the event such premium has become due) in respect of: (1) debt of such Person for money borrowed, and (2) debt evidenced by Senior Notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (b) all Capital Lease Obligations of such Person; (c) all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable for goods and services arising in the ordinary course of business); (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit, performance bonds or surety bonds securing obligations (other than obligations described in (a) through (c) above) provided in the ordinary course of business of such Person to the extent such letters of credit and bonds are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit or bond); (e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (measured, in each case, at the greatest of its voluntary or involuntary maximum fixed repurchase price or liquidation value but excluding, in each case, any accrued dividends for any current period not yet payable); (f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either -12- case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee; (g) all obligations of the type referred to in clauses (a) through (f) above of other Persons, the payment of which is secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property or the amount of the obligation so secured; and (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). The amount of Debt of any Person at any date shall be the amount necessary to extinguish in full as of such date the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date including, without limitation, all interest that has been capitalized, and without giving effect to any call premiums in respect thereof. The amount of Debt represented by a Hedging Obligation shall be equal to: (1) zero if such Hedging Obligation has been Incurred pursuant to Section 4.09(c)(5), (6) or (7) or (2) the marked-to-market value of such Hedging Obligation to the counterparty thereof if not Incurred pursuant to such clauses. For purposes of this definition, the maximum fixed repurchase price of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Debt will be required to be determined pursuant to the indenture at its Fair Market Value if such price is based upon, or measured by, the fair market value of such Disqualified Stock; provided, however, that if such Disqualified Stock is not then permitted in accordance with the terms of such Disqualified Stock to be redeemed, repaid or repurchased, the redemption, repayment or repurchase price shall be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. -13- "Depository" means, with respect to the Senior Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Company, which Person must be a clearing agency registered under the Exchange Act. "Disqualified Stock" means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or upon the happening of an event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (c) convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock, on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Senior Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a Change of Control occurring prior to the first anniversary of the Stated Maturity of the Senior Notes shall not constitute Disqualified Stock if the change of control provisions applicable to such Disqualified Stock are no more favorable to the holders of such Capital Stock than the provisions of this Indenture with respect to a Change of Control and such Capital Stock specifically provides that the Company will not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company's completing a Change of Control Offer. "Disqualified Stock Dividends" means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Restricted Subsidiary. "EBITDA" means, for any period: (a) the sum of an amount equal to Consolidated Net Income for such period, plus (without duplication) the following to the extent Consolidated Net Income has been reduced thereby for such period: (1) the provisions for taxes based on income or profits or utilized in computing net loss, -14- (2) Pro Forma Consolidated Interest Expense, (3) depreciation, (4) amortization, (5) non-recurring losses or expenses, and (6) any other non-cash items (provided that any such non-cash item that represents an accrual of or reserve for cash expenditures in any future period shall be deducted in such future period); minus (b) (x) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period) and (y) all non-recurring gains for such period. Notwithstanding the foregoing clause, the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income. "Escrow Agent" has the meaning set forth in the Escrow Agreement. "Escrow Agreement" means the escrow agreement dated the Issue Date among the Securities Intermediary, the Trustee, Finance Corp. and RHD relating to the Senior Notes. "Escrowed Property" means the funds to be held in escrow pursuant to the Escrow Agreement. "Euroclear" has the meaning set forth in Section 2.16. "Event of Default" has the meaning set forth in Section 6.01. "Excess Proceeds" has the meaning set forth in Section 4.12. "Exchange Act" means the U.S. Securities Exchange Act of 1934. "Exchange Offer" has the meaning set forth in Exhibit A. "Exchange Securities" has the meaning provided in the Registration Rights Agreement. -15- "Existing Notes" means the $150.0 million in aggregate principal amount of RHD's 9-1/8% senior subordinated notes due 2008 issued under an indenture dated as of June 5, 1998 between RHD and The Bank of New York, as trustee, as supplemented by the First Supplemental Indenture, dated as of November 25, 2002 by and among RHD, The Bank of New York, as trustee and the guarantors thereto. "Fair Market Value" means, with respect to any Property, the price that could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, (a) if such Property has a Fair Market Value equal to or less than $5 million, by any Officer of the Company, or (b) if such Property has a Fair Market Value in excess of $5 million, by a majority of the Board of Directors of the Company and the Board of Directors of Parent and evidenced by a Board Resolution dated within 30 days of the relevant transaction. "Finance Corp. II" means R.H. Donnelley Finance Corporation II. "Foreign Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States, any State thereof or the District of Columbia. "GAAP" means United States generally accepted accounting principles as in effect on the Issue Date, including those set forth: (a) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) in the statements and pronouncements of the Financial Accounting Standards Board, (c) in such other statements by such other entity as approved by a significant segment of the accounting profession, and (d) the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the Commission. "Global Notes" has the meaning set forth in Section 2.16. -16- "Government Obligations" means any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing. "guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part); provided, however, that the term "guarantee" shall not include: (1) endorsements for collection or deposit in the ordinary course of business, or (2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of "Permitted Investment." The term "guarantee" used as a verb has a corresponding meaning. The term "guarantor" shall mean any Person guaranteeing any obligation. "Guarantee" means, individually, a Subsidiary Guarantee or a Parent Guarantee and, collectively, the Subsidiary Guarantees and the Parent Guarantee. "Guarantors" means individually, Parent or a Subsidiary Guarantor and collectively, Parent and the Subsidiary Guarantors. "Hedging Obligations" of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement. "Holder" means the Person in whose name a Senior Note is registered on the Senior Note register. -17- "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and provided further, however, that amortization of debt discount, accrual or capitalization of dividends and interest, including the accrual of deferred accrued interest, the accretion of principal, and the payment of interest or dividends in the form of additional securities shall not, in any such case, be deemed to be the Incurrence of Debt, provided that in the case of Debt or Preferred Stock sold at a discount or for which interest or dividends is capitalized or accrued or accreted, the amount of such Debt or outstanding Preferred Stock Incurred shall at all times be the then current accreted value or shall include all capitalized interest. "Indenture" means this Indenture as amended, restated or supplemented from time to time. "Independent Financial Advisor" means an accounting, appraisal or investment banking firm of national standing or any third party appraiser or recognized expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required, provided that such firm or appraiser is not an Affiliate of the Company. "Initial Purchasers" means Salomon Smith Barney Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Fleet Securities, Inc. and ING Financial Markets LLC. "interest" means, with respect to the Senior Notes, interest and Additional Interest. "Interest Payment Date" means June 15 and December 15 of each year. "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate option agreement, interest rate future agreement or other similar agreement designed to protect against fluctuations in interest rates. -18- "Investment" by any Person means any loan (other than advances and extensions of credit and receivables in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person or acquired as part of the assets acquired in connection with an acquisition of assets otherwise permitted by the indenture), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) (excluding commission, travel and similar advances to officers and employees in the ordinary course of business) to, or Incurrence of a guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, Senior Notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of Sections 4.10 and 4.15 and the definition of "Restricted Payment," "Investment" shall include the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary (proportionate to the Company's equity interest in such Subsidiary) of an amount (if positive) equal to: (a) the Company's "Investment" in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in such Subsidiary at the time of such redesignation. In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment. "Issue Date" means the date on which the Senior Notes are initially issued (exclusive of any Additional Senior Notes). "Legal Defeasance" has the meaning set forth in Section 9.01. "Legal Holiday" has the meaning set forth in Section 12.07. "Leverage Ratio" means the ratio of: (a) the outstanding Debt of the Company and the Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP, to (b) the LTM Pro Forma EBITDA. -19- "Lien" means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any sale and leaseback transaction). "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four most recent consecutive fiscal quarters prior to the date of determination for which financial statements are available and have been filed with the Commission or the Trustee pursuant to Section 4.17. "Maturity Date" when used with respect to any Senior Note, means the date on which the principal amount of such Senior Note becomes due and payable as therein or herein provided. "Merger" means the merger of Finance Corp. with and into RHD to occur simultaneously with the Release. "Money Market Funds" means shares of an investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund, seeks to maintain a net asset value of $1.00 per share and has the highest investment rating by S&P and Moody's and, in either case, any successor rating agency thereto. "Moody's" has the meaning set forth in the definition of "Temporary Cash Investments." "Net Available Cash" from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only, in each case, as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of: (a) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and all U.S. Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale, (b) all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such Property, or which must by its terms, or in -20- order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale, (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, (d) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel, accountants and investment bankers) related to such Asset Sale; and (e) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale including, without limitation, pension and other post-employment benefit liabilities, liabilities relating to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and any deductions relating to escrowed amounts. "Non-recourse Debt" means debt as to which neither the Company nor any Restricted Subsidiary (a) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or is directly or indirectly liable (as a guarantor or otherwise) or as to which there is any recourse to the assets of the Company or its Restricted Subsidiaries; and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or any Restricted Subsidiary to declare a default under such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. "Non-U.S. Person" means a Person who is not a U.S. person, as defined in Regulation S. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt, including any guarantees thereof, and in all cases whether direct or indirect, absolute or contingent, now outstanding or hereafter created, assumed or incurred and including, without limitation, interest accruing subsequent to the filing of a petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceedings at the rate provided in the -21- relevant documentation, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing. "Offer Amount" has the meaning set forth in Section 4.12(f). "Offer Period" has the meaning set forth in Section 4.12(f). "Offering Memorandum" means the offering memorandum dated November 26, 2002 relating to the offering of Senior Notes and Senior Subordinated Notes issued on the Issue Date. "Officer" means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President, the Treasurer or the Secretary of the Company. "Officers' Certificate" means a certificate signed by an Officer of the Company, and delivered to the Trustee. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, Parent, a Subsidiary Guarantor or the Trustee. "Parent" means R.H. Donnelley Corporation, a Delaware corporation. "Parent Guarantee" has the meaning set forth in Section 10.01. "Paying Agent" has the meaning set forth in Section 2.04. "Payment Default" means, with respect to any Debt, a failure to pay principal of such Debt at its Stated Maturity after giving effect to any applicable grace period provided in the instrument(s) governing such Debt. "Permitted Asset Swap" means any transfer of properties or assets by the Company or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash) that will be used in a Related Business; provided that the aggregate fair market value (as determined in good faith by the Board of Directors of the Company and the Board of Directors of Parent) of the property or assets being transferred by the Company or such Restricted Subsidiary is not greater than the aggregate fair market value (as determined in good faith by the Board of Directors of the Company and the Board of Directors of Parent) of the property or assets received by the Company or such Restricted Subsidiary in such exchange; provided that, with respect to any transaction or series of related transactions that constitute a Permitted Asset Swap with an aggregate fair market value in excess of $25.0 million, the Company, prior to consummation thereof, shall be required to obtain a written opinion from an Independent Financial Advisor -22- to the effect that such transaction or series of related transactions are fair from a financial point of view to the Company and Restricted Subsidiaries, taken as a whole. "Permitted Debt" has the meaning set forth in Section 4.09. "Permitted Investment" means any Investment by the Company or a Restricted Subsidiary in: (a) the Company, any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business, including, without limitation, the Acquisition and the transactions contemplated thereby. (b) Temporary Cash Investments, (c) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances, (d) payroll, travel, commission and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, (e) loans and advances to employees, directors and consultants made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $10 million at any one time outstanding, (f) stock, obligations or other securities received in settlement or good faith compromise of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor, (g) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.12, (h) the Senior Notes and, if issued, any Additional Senior Notes, -23- (i) Interest Rate Agreements, Currency Exchange Protection Agreements, Hedging Obligations and Commodity Price Protection Agreement, in each case, permitted under Section 4.09, (j) Investments in existence on the date of the indenture and any permitted Refinancing thereof, (k) a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment consists of the transfer of Receivables and Related Assets, (l) in any Person to the extent that the consideration for such Investment consists of Capital Stock of the Company, (m) Investments in prepaid expenses, negotiable instruments held for collection and lease utility and worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business, (n) other Investments that do not exceed $50 million outstanding at any one time in the aggregate, (o) Investments in joint ventures engaged in a Related Business that do not exceed $100 million outstanding at any one time in the aggregate, (p) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (1) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (2) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or such other transfer of title with respect to any secured Investment in default, (q) a Securitization Entity or any Investment by Securitization Entity in any other Person, in each case in connection with a Qualified Securitization Transaction, provided, however, that any Investment in a Securitization Entity in the form of (1) a Purchase Money Note; (2) any equity interests; (3) obligations of the Securitization Entity to pay the purchase price for assets transferred to it; or (4) interests in accounts receivable generated by the Company or Restricted Subsidiary and transferred to any Person in connection with a Qualified Securitization Transaction or any such Person owning such amounts receivable, and -24- (r) negotiable instruments held for deposit or collection in the ordinary course of business. "Permitted Liens" means: (a) Liens securing the Senior Notes and the Subsidiary Guarantees; (b) Liens to secure Debt Incurred under Section 4.09(c)(1); (c) Liens on the Capital Stock or Property of a Restricted Subsidiary securing Debt of a Restricted Subsidiary permitted to be secured under this Indenture; (d) Liens to secure Debt permitted to be Incurred under Section 4.09(c)(3), provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property; (e) Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor; (f) Liens imposed by law, such as statutory Liens of landlords' carriers', warehousemen's and mechanics' Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings or Liens arising solely by virtue of any statutory or common law provisions relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution; (g) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole; -25- (h) Liens on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary; (i) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct or, prior to such time, indirect Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary; (j) pledges or deposits by the Company or any Restricted Subsidiary under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business; (k) utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character; (l) any provision for the retention of title to any Property by the vendor or transferor of such Property which Property is acquired by the Company or a Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Company or a Restricted Subsidiary and for which kind of transaction it is normal market practice for such retention of title provision to be included; (m) Liens arising by means of any judgment, decree or order of any court, to the extent not otherwise resulting in a Default, and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceedings in the ordinary course of business; (n) any Lien securing Debt permitted to be Incurred under any Hedging Obligations pursuant to Section 4.09 or any collateral for such Debt to which the Hedging Obligations relate; -26- (o) liens on and pledges of the Capital Stock of any Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary; (p) (1) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary has easement rights or on any real property leased by the Company or any Restricted Subsidiary or similar agreements relating thereto and (2) any condemnation or eminent domain proceedings or compulsory purchase order affecting real property; (q) Liens existing on the Issue Date not otherwise described in clauses (a) through (p) above; (r) Liens in favor of the Company or any Restricted Subsidiary; (s) Liens on assets of a Securitization Entity Incurred in connection with a Qualified Securitization Transaction; (t) Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing of Debt, in whole or in part, secured by any Lien described in the foregoing clauses (h), (i) or (q), provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured the Debt being Refinanced; and (u) other Liens to secure Debt, so long as the aggregate principal amount of Debt secured thereby does not exceed 5% of Consolidated Net Tangible Assets, as determined by reference to the most recent balance sheet included in the financial statements filed with the Commission or the Trustee pursuant to Section 4.17. "Permitted Refinancing Debt" means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: (a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) and any accrued but unpaid interest then outstanding of the Debt being Refinanced, and (2) an amount necessary to pay any fees and expenses, including premiums, tender and defeasance costs, related to such Refinancing, -27- (b) in the case of the Refinancing of term Debt, the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced, (c) in the case of the Refinancing of term Debt, the Stated Maturity of the Debt being Incurred is no earlier than the Stated Maturity of the Debt being Refinanced, and (d) in the case of the Refinancing of Debt of the Company or a Subsidiary Guarantor: (1) the new Debt shall not be senior in right of payment of the Debt being Refinanced; and (2) if the Debt being Refinanced constitutes Subordinated Obligations of the Company or a Subsidiary Guarantor, the new Debt shall be subordinated to the Senior Notes or the relevant Guarantee, as applicable, at least to the same extent as the Subordinated Obligations; provided, however, that Permitted Refinancing Debt shall not include: (x) Debt of a Restricted Subsidiary (other than a Subsidiary Guarantor) that Refinances Debt of the Company or a Subsidiary Guarantor, or (y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary. "Person" means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Physical Notes" means certificated Senior Notes in registered form in substantially the form set forth in Exhibit A. "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person. "Preferred Stock Dividends" means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. "Prepayment Offer" has the meaning set forth in Section 4.12(d). -28- "Private Placement Legend" means the legend initially set forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the form set forth in Exhibit B. "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms hereof a calculation performed in accordance with the terms of this Indenture and (to the extent not conflicting with such terms) Article 11 of Regulation S-X promulgated under the Securities Act (as in effect on the Issue Date). "Pro Forma Consolidated Interest Expense" means, with respect to any period, Consolidated Interest Expense adjusted (without duplication) to give pro forma effect to any Incurrence of Debt that remains outstanding at the end of the period or any Repayment of Debt since the beginning of the relevant period as if such Incurrence or Repayment had occurred on the first day of such period. If any Debt bears a floating or fluctuating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating or fluctuating rate of interest on the date of determination were in effect for the whole period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement had when entered into a term of at least 12 months or, if shorter, the term of the Debt). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale. "Pro Forma EBITDA" means, for any period, the EBITDA of the Company and its consolidated Restricted Subsidiaries after making the following adjustments: (a) pro forma effect shall be given to any Asset Sales or Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or any other acquisition of Property at any time on or subsequent to the first day of the period and on or prior to the date of determination as if such Asset Sale, Investment or other acquisition had occurred on the first day of the period. Any such pro forma calculations may include operating expense reductions (net of associated expenses) for such period resulting from the acquisition or other Investment which is being given pro forma effect that would be permitted pursuant to Rule 11-02 of Regulation S-X under the Securities Act (as in effect on the Issue Date). In addition, since the beginning of the period, if any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of the period shall have made any Investment in any Person or made any acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, dis- -29- position, merger or consolidation had occurred at the beginning of the applicable period; and (b) in the event that pro forma effect is being given to any Repayment of Debt, Pro Forma EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt. "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its Fair Market Value. "Purchase Date" has the meaning set forth in Section 4.12(e). "Purchase Money Debt" means Debt secured by a Lien: (a) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and (b) Incurred to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto; provided, however, that such Debt is Incurred within 180 days after the acquisition, completion of the construction or lease of such Property by the Company or such Restricted Subsidiary. "Qualified Equity Offering" means any public or private offering for cash of Capital Stock (other than Disqualified Stock) of Parent or RHD other than (i) public offerings of Capital Stock registered on Form S-8 or (ii) other issuances upon the exercise of options of employees of Parent, RHD or any of their respective Subsidiaries. "Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A promulgated under the Securities Act. "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to -30- which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Securitization Entity (in the case of a transfer by the Company or of any Restricted Subsidiary) and (b) any other Person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, Receivables and Related Assets. "Receivables and Related Assets" means any account receivable (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable. "Redemption Date" when used with respect to any Senior Note to be redeemed pursuant to paragraph 5 of the Senior Notes means the date fixed for such redemption pursuant to the terms of the Senior Notes. "Refinance" means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and "Refinancing" shall have correlative meanings. "Registrar" has the meaning set forth in Section 2.04. "Registration Rights Agreement" means the registration rights agreement, dated the Issue Date, among RHD, Parent, R.H. Donnelley APIL, Inc., R.H. Donnelley CD Inc., Get Digital Smart.com, Inc., R.H. Donnelley Acquisitions, Inc. and the Initial Purchasers. "Regulation S" means Regulation S promulgated under the Securities Act. "Regulation S Global Note" has the meaning set forth in Section 2.16. "Regulation S Notes" has the meaning set forth in Section 2.02. "Related Business" means any business that is related, ancillary or complementary to the business of RHD or any of its Subsidiaries on the Issue Date or any reasonable extension, development or expansion of the business of RHD or its Subsidiaries, including the businesses acquired pursuant to the Acquisition. "Release" means the release of the Escrowed Property pursuant to the Escrow Agreement. "Release Date Supplemental Indenture" has the meaning set forth in Section 8.01. -31- "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid" shall have correlative meanings. "Required Filing Dates" has the meaning set forth in Section 4.17. "Responsible Officer" shall mean, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee including any vice president, assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, and to whom any corporate trust matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Restricted Global Note" has the meaning set forth in Section 2.16. "Restricted Note" has the same meaning as "Restricted Security" set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Senior Note is a Restricted Note. "Restricted Payment" means: (a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid by the Company or any Restricted Subsidiary on or with respect to any shares of Capital Stock of Parent, the Company or any Restricted Subsidiary, except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company or in options, warrants or other rights to acquire shares of Capital Stock (other than Disqualified Stock) of the Company; (b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of Parent, the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transactions) or securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock); -32- (c) other than in connection with the Special Pro Rata Redemption, the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition); (d) any Investment (other than Permitted Investments and guarantees by Restricted Subsidiaries of Debt Incurred pursuant to Section 4.09) in any Person; or (e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person (other than the Company or another Restricted Subsidiary) if the result thereof is that such Restricted Subsidiary shall cease to be a Subsidiary of the Company, in which event the amount of such "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries. "Restricted Period" has the meaning set forth in Section 2.07. "Restricted Senior Note" has the same meaning as "Restricted Security" set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Senior Note is a Restricted Senior Note. "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "RHD" means R.H. Donnelley Inc., a Delaware corporation. "Rule 144" means Rule 144 promulgated under the Securities Act. "Rule 144A" means Rule 144A promulgated under the Securities Act. "Rule 144A Notes" has the meaning set forth in Section 2.02. "SEC" means the U.S. Securities and Exchange Commission "Securities Account Control Agreement" means the securities account control agreement dated the Issue Date among Finance Corp., the Securities Intermediary and the Trustee. "Securities Act" means the U.S. Securities Act of 1933. -33- "Securities Intermediary" has the meaning assigned to such term in the Escrow Agreement. "Securitization Entity" means a Wholly Owned Restricted Subsidiary (or a Wholly Owned Subsidiary of another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers Receivables and Related Assets) that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and: (a) no portion of the Debt or any other obligations (contingent or otherwise) of which: (1) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (2) is recourse to or obligates the Company or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or (3) subjects any property or asset of the Company or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (b) with which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity; and (c) to which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers' Certificate certifying that the designation complied with the preceding conditions and was permitted by this Indenture. -34- "Security Documents" means the Escrow Agreements and the Securities Account Control Agreement. "Senior Notes" means the 8-7/8% Senior Notes Due 2010 issued by the Company, including, without limitation, the Exchange Securities, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture. "Senior Subordinated Notes" means the $600 million in aggregate principal amount of 10-7/8% senior subordinated notes due 2012 offered by Finance Corp. pursuant to the Offering Memorandum. "Senior Subordinated Notes Escrow Arrangements" means the escrow arrangements described under Section 3.07. "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. "Special Mandatory Redemption" has the meaning set forth in Section 3.07. "Special Mandatory Redemption Date" has the meaning set forth in Section 3.07. "Special Mandatory Redemption Price" means (a) $328,500,000 (which amount is equal to 101% of the original issue amount of the Senior Notes ($325,000,000)) plus (b) the accrued and unpaid interest on the Senior Notes from and including the Issue Date to but excluding the Special Mandatory Redemption Date. "Special Pro Rata Redemption" has the meaning set forth in the indenture relating to the Senior Subordinated Notes. "S&P" has the meaning set forth in the definition of "Temporary Cash Investments." "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in an accounts receivable securitization transaction, including, without limitation, servicing of the obligations thereunder. "Stated Maturity" means (a) with respect to any debt security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding -35- any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the Company unless such contingency has occurred) and (b) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable. "Subordinated Obligation" means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Senior Notes or such Subsidiary Guarantee pursuant to a written agreement to that effect. "Subsidiary" means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by: (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person. "Subsidiary Guarantee" means a Guarantee on the terms set forth in Article Ten by a Subsidiary Guarantor of the Company's obligations with respect to the Senior Notes. "Subsidiary Guarantor" means all of the Subsidiaries of RHD and all of the Subsidiaries of Parent as of the date of the Release (after giving effect to the consummation of the Acquisition) and each Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.18 in each case until such time as such Subsidiary Guarantor shall be released in accordance with the terms of this Indenture. "Surviving Person" has the meaning set forth in Section 5.01. "Temporary Cash Investments" means: (a) any Government Obligation, maturing not more than one year after the date of acquisition, issued by the United States or an instrumentality or agency thereof, and constituting a general obligation of the United States; (b) any certificate of deposit, maturing not more than one year after the date of acquisition, issued by, or time deposit of, a commercial banking institution that is a member of the U.S. Federal Reserve System and that has combined capital and surplus and undivided profits of not less than $500 million, whose debt has a rating, at the time -36- as of which any investment therein is made, of "P-1" (or higher) according to Moody's Investors Service, Inc. ("Moody's") or any successor rating agency or "A-1" (or higher) according to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), or any successor rating agency (or, in the case of foreign Subsidiaries of the Company, any local office of any commercial bank organized under the laws of the relevant jurisdiction or any political subdivision thereof which has a combined capital surplus and undivided profits in excess of $500 million (or the foreign currency equivalent thereof); (c) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United States, any state thereof or the District of Columbia with a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; (d) any money market deposit accounts issued or offered by a commercial bank organized in the United States having capital and surplus and undivided profits in excess of $500 million; provided that the short-term debt of such commercial bank has a rating, at the time of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; (e) repurchase obligations and reverse repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) or (b) entered into with a bank meeting the qualifications described in clause (b) above; (f) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least "A-1" by S&P or "P-1" by Moody's; (g) interests in funds investing substantially all their assets in securities of the types described in clauses (a) through (f); and (h) interests in mutual funds with a rating of AAA- or higher that invest all of their assets in short-term securities, instruments and obligations which carry a minimum rating of "A-2" or "P-2" and which are managed by a bank meeting the qualifications in clause (b) above. -37- "Tender Offer" means the tender offer, and related exit consent solicitation, to repurchase the Existing Notes with certain of the proceeds of the Senior Subordinated Notes described in the Offering Memorandum. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03). "Transactions" means the Merger, the Release, the consummation of the Acquisition, the closing of the Credit Facility on the date of the Release (and the concurrent release of any funds held in escrow under the Credit Facility), the release of the escrow funds to RHD pursuant to the Senior Subordinated Notes Escrow Arrangements and the consummation of the private equity investment in Parent. "Trustee" means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor. "Unrestricted Subsidiary" means: (a) any Subsidiary of the Company that at the time of determination will be designated as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.15 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and (b) any Subsidiary of an Unrestricted Subsidiary. "Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors' qualifying shares and shares required by applicable law to be held by a person other than the Company or a Restricted Subsidiary) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries. SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: -38- "indenture securities" means the Senior Notes. "indenture securityholder" means a Holder. "indenture to be qualified" means this Indenture. "obligor on this indenture securities" means the Company, the Guarantors or any other obligor on the Senior Notes. All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them. SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it herein, whether defined expressly or by reference; (2) "or" is not exclusive; (3) words in the singular include the plural, and in the plural include the singular; (4) words used herein implying any gender shall apply to both genders; (5) "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subsection; (6) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect on the Issue Date; (7) "$," "U.S. Dollars" and "United States Dollars" each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts; and (8) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Senior Note, such mention shall be deemed to include mention of the payment of Additional Interest to -39- the extent that, in such context, Additional Interest are, were or would be payable in respect thereof. ARTICLE TWO THE SECURITIES SECTION 2.01. Amount of Senior Notes. The Trustee shall initially authenticate Senior Notes for original issue on the Issue Date in an aggregate principal amount of $325 million upon a written order of the Company in the form of an Officers' Certificate of the Company (other than as provided in Section 2.08). The Trustee shall authenticate additional Senior Notes ("Additional Senior Notes") thereafter in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.09) for original issue upon a written order of the Company in the form of an Officers' Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.08). Each such written order shall specify the amount of Senior Notes to be authenticated and the date on which the Senior Notes are to be authenticated. SECTION 2.02. Form and Dating. The Senior Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Senior Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Without limiting the generality of the foregoing, Senior Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A ("Rule 144A Notes") shall bear the legend and include the form of assignment set forth in Exhibit B, Senior Notes offered and sold in offshore transactions in reliance on Regulation S ("Regulation S Notes") shall bear the legend and include the form of assignment set forth in Exhibit C. Each Senior Note shall be dated the date of its authentication. The terms and provisions contained in the Senior Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Senior Notes may be presented for registration of transfer and exchange at the offices of the Registrar. -40- SECTION 2.03. Execution and Authentication. The Senior Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Notes may be manual or facsimile. If an Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Senior Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an office or agency where Senior Notes may be presented for registration of transfer or for exchange (the "Registrar"), and an office or agency where Senior Notes may be presented for payment (the "Paying Agent") and an office or agency where notices and demands to or upon the Company, if any, in respect of the Senior Notes and this Indenture may be served. The Registrar shall keep a register of the Senior Notes and of their transfer and exchange. The Company may have one or more additional Paying Agents. The term "Paying Agent" includes any additional Paying Agent. The Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. -41- The Company initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Senior Notes and this Indenture and the Company may change the Paying Agent without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent. SECTION 2.05. Paying Agent To Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Notes (whether such money has been paid to it by the Company or any other obligor on the Senior Notes or the Guarantors), and the Company and the Paying Agent shall notify the Trustee of any default by the Company (or any other obligor on the Senior Notes) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder; provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee. SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, provided that, as long as the Trustee is the Registrar, no such list need be furnished. SECTION 2.07. Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Senior Notes are presented to the Registrar with a request from the Holder of such Senior Notes to register a transfer or to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of -42- transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Senior Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Senior Subordinated Note for a period of 15 days immediately preceding the redemption of Senior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws. SECTION 2.08. Replacement Senior Notes. If a mutilated Senior Note is surrendered to the Registrar or the Trustee, or if the Holder of a Senior Note claims that the Senior Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Senior Note (and the Guarantors shall execute the guarantee thereon) if the Holder of such Senior Note furnishes to the Company and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Senior Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Company, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Company, the Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Senior Note is replaced. The Company may charge such Holder for the Company's reasonable out-of-pocket expenses in replacing such Senior Note and the Trustee may charge the Company for the Trustee's expenses (including, without limitation, attorneys' fees and disbursements) in replacing such Senior Note. Every replacement Senior Note shall constitute a contractual obligation of the Company. -43- SECTION 2.09. Outstanding Senior Notes. The Senior Notes outstanding at any time are all Senior Notes that have been authenticated by the Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Senior Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Senior Note does not cease to be outstanding because the Company or one of its Affiliates holds the Senior Note. If a Senior Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Senior Note is held by a bona fide purchaser in whose hands such Senior Note is a legal, valid and binding obligation of the Company. If the Paying Agent holds, in its capacity as such, on any Maturity Date, money sufficient to pay all accrued interest and principal with respect to the Senior Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Senior Notes cease to be outstanding and interest on them ceases to accrue. SECTION 2.10. Treasury Notes. In determining whether the Holders of the required principal amount of Senior Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Senior Notes owned by the Company or any other Affiliate of the Company shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Senior Notes as to which a Responsible Officer of the Trustee has actually received an Officers' Certificate stating that such Senior Notes are so owned shall be so disregarded. Senior Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee's right so to act with respect to the Senior Notes and that the pledgee is not an Issuer, a Guarantor, any other obligor on the Senior Notes or any of their respective Affiliates. SECTION 2.11. Temporary Senior Notes. Until definitive Senior Notes are prepared and ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Senior Notes. Temporary Senior Notes shall be substantially in the form of definitive Notes but may have variations that the -44- Company considers appropriate for temporary Senior Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Senior Notes in exchange for temporary Senior Notes. Until such exchange, temporary Senior Notes shall be entitled to the same rights, benefits and privileges as definitive Senior Notes. SECTION 2.12. Cancellation. The Company at any time may deliver Senior Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Senior Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Senior Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall deliver such canceled Senior Notes to the Company. The Company may not reissue or resell, or issue new Senior Notes to replace, Senior Notes that the Company has redeemed or paid, or that have been delivered to the Trustee for cancellation. SECTION 2.13. Defaulted Interest. If the Company defaults on a payment of interest on the Senior Notes, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Company shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Company shall mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Senior Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee. SECTION 2.14. CUSIP Number. The Company in issuing the Senior Notes may use a "CUSIP" number, and if so, such CUSIP number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Senior Notes, and that reliance may be placed only on the other identification numbers printed on the Senior Notes. The Company shall promptly notify the Trustee of any such CUSIP number used by the Company in connection with the issuance of the Senior Notes and of any change in the CUSIP number. -45- SECTION 2.15. Deposit of Moneys. Prior to 10:00 a.m., New York City time, on each Interest Payment Date and Maturity Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent. SECTION 2.16. Book-Entry Provisions for Global Notes. (a) Rule 144A Notes shall be represented by one or more Senior Notes in registered, global form without interest coupons (collectively, the "Restricted Global Note"). Regulation S Notes initially shall be represented by one or more Senior Notes in registered, global form without interest coupons (collectively, the "Regulation S Global Note," and, together with the Restricted Global Note and any other global notes representing Senior Notes, the "Global Notes"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Clearstream Banking Luxembourg ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Senior Note. (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.17. In addi- -46- tion, a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depository within 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes in exchange for any or all of the Senior Notes represented by the Global Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to the Senior Notes. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures). (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations. (e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.17, bear the Private Placement Legend or, in the case of the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the Company determine otherwise in compliance with applicable law. (f) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (g) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through -47- Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Senior Notes. SECTION 2.17. Special Transfer Provisions. (a) Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Senior Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons): (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder's Senior Note stating, or to a transferee who has advised the Company and the Registrar in writing, that it is purchasing the Senior Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. (b) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Senior Note constituting a Restricted Senior Note to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person: (i) the Registrar shall register the transfer of any Senior Note constituting a Restricted Senior Note whether or not such Senior Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Senior Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date) or (y)(1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the -48- form of Exhibit G hereto and any legal opinions and certifications required thereby or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto; and (ii) if the proposed transferor is a Participant holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by Section 2.17(b)(i) and (y) written instructions given in accordance with the Depositary's and the Registrar's procedures; whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred and (b) the Company shall execute and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount; and (iii) in the case of a transfer to a Non-U.S. Person, if the proposed transferee is a Participant, and the Senior Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in a Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. (c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Senior Notes not bearing the Private Placement Legend, the Registrar shall deliver Senior Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Senior Notes bearing the Private Placement Legend, the Registrar shall deliver only Senior Notes that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Senior Note has been sold pursuant to an effective registration statement under the Securities Act and the Registrar has received an Officers' Certificate from the Company to such effect or (iii) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor an Affiliate of the Company has held any beneficial interest in such Senior Note or portion thereof at any time since the Issue Date). (d) General. By its acceptance of any Senior Note bearing the Private Placement Legend, each Holder of such Senior Note acknowledges the restrictions on transfer of such Senior Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Senior Note only as provided in this Indenture. -49- (e) Certain Transfers in Connection with and After the Exchange Offer under the Registration Rights Agreement. Notwithstanding any other provision of this Indenture: (i) no Exchange Securities may be exchanged by the Holder thereof for a Senior Note issued on the Issue Date; (ii) accrued and unpaid interest on the Senior Notes issued on the Issue Date being exchanged in the Exchange Offer shall be due and payable on the next Interest Payment Date for the Exchange Securities following the Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Securities issued in respect of the Senior Note issued on the Issue Date being exchanged; and (iii) interest on the Senior Note issued on the Issue Date being exchanged in the Exchange Offer shall cease to accrue on the date of completion of the Exchange Offer and interest on the Exchange Securities to be issued in the Exchange Offer shall accrue from the date of the completion of the Exchange Offer. The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar. SECTION 2.18. Computation of Interest. Interest on the Senior Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. ARTICLE THREE REDEMPTION SECTION 3.01. Election To Redeem; Notices to Trustee. If the Company elects to redeem Senior Notes pursuant to paragraph 5 of the Senior Notes, at least 30 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 60 days before the Redemption Date, the Company shall notify the Trustee in writing of the Redemption Date, the principal amount of Senior Notes to be redeemed and the redemption price, and deliver to the Trustee, no later than two Business Days prior to the redemption date, an Officers' Certificate stating that such -50- redemption will comply with the conditions contained in paragraph 5 of the Senior Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03. SECTION 3.02. Selection by Trustee of Senior Notes To Be Redeemed. The Trustee shall select the Senior Notes to be redeemed, if the Senior Notes are then listed on a national securities exchange, in accordance with the rules of such exchange or, if the Senior Notes are not so listed, either on a pro rata basis or by lot, or such other method as the Trustee in its sole discretion shall deem fair and appropriate; provided that, in the case of a redemption pursuant to paragraph 5 and 7 of the Senior Notes, the Trustee shall select the Senior Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository). The Trustee shall promptly notify the Company of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Senior Notes that have denominations larger than $1,000. Senior Notes and portions thereof the Trustee selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Senior Notes called for redemption also apply to portions of Senior Notes called for redemption. In the event the Company is requested to make a Change of Control Offer or Offer to Purchase and the amounts available for any such offer is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company any remaining funds, which in no event shall exceed $1,000. SECTION 3.03. Notice of Redemption. At least 30 days, and no more than 60 days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Senior Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04. The notice shall identify the Senior Notes to be redeemed (including the CUSIP numbers thereof) and shall state: (1) the Redemption Date; (2) the appropriate calculation of the redemption price; (3) if fewer than all outstanding Senior Notes are to be redeemed, the portion of the principal amount of such Senior Note to be redeemed and that, after the Redemption Date and upon surrender of such Senior Note, a new Senior Note or Senior Notes in principal amount equal to the unredeemed portion will be issued; -51- (4) the name and address of the Paying Agent; (5) that Senior Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (6) that unless the Company defaults in making the redemption payment, interest on Senior Notes called for redemption ceases to accrue on and after the Redemption Date; (7) which subsection of paragraph 5 of the Senior Notes is the provision of the Senior Notes pursuant to which the redemption is occurring; and (8) the aggregate principal amount of Senior Notes that are being redeemed. At the Company's written request made at least five Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption in the Company's name and at the Company's sole expense. SECTION 3.04. Effect of Notice of Redemption. Once the notice of redemption described in Section 3.03 is mailed, Senior Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such Senior Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date; provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Senior Notes registered on the relevant record date; and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Such notice, if mailed in the manner provided in Section 3.03, shall be conclusively presumed to have been given whether or not the Holder receives such notice. SECTION 3.05. Deposit of Redemption Price. On or prior to 10:00 A.M., New York City time, on each Redemption Date, the Company shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, including premium, if any, and accrued interest on all Senior Notes to be redeemed on that date other than Senior Notes or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation. -52- On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued interest on Senior Notes called for redemption shall have been made available in accordance with the immediately preceding paragraph, the Senior Notes called for redemption will cease to accrue interest and the only right of the Holders of such Senior Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Senior Notes to the Redemption Date. If any Senior Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Senior Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Senior Notes. SECTION 3.06. Senior Notes Redeemed in Part. Upon surrender of a Senior Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof a new Senior Note equal in principal amount to the unredeemed portion of the original Senior Note in the name of the Holder upon cancellation of the original Senior Note surrendered, except that if a Global Note is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the Depository, a new Global Note in denomination equal to and in exchange for the unredeemed portion of the principal of the Global Note so surrendered. SECTION 3.07. Special Mandatory Redemption; Notices to Trustee and Securities Intermediary. If the Merger and Release have not occurred on or before 5:00 p.m., New York City time, on the Deadline, the Company will, on a Business Day not more than ten Business Days following the Deadline (the "Special Mandatory Redemption Date"), notify the Trustee thereof and deliver to the Trustee an Officers' Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Senior Notes (the "Special Mandatory Redemption") and setting forth the Special Mandatory Redemption Price applicable to such Special Mandatory Redemption. Simultaneously with the giving of such notice by the Company to the Trustee, the Company shall notify the Securities Intermediary thereof pursuant to Section 3(a) of the Escrow Agreement. SECTION 3.08. Notice of Special Mandatory Redemption to Holders. Notice of the Special Mandatory Redemption will be promptly mailed by first class mail by the Company to each Holder of Senior Notes at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04. The notice shall state that all the Senior Notes will be redeemed (including the CUSIP numbers thereof) and shall state: -53- (1) the Special Mandatory Redemption Date; (2) the Special Mandatory Redemption Price; (3) the name and address of the Paying Agent; (4) that Senior Notes must be surrendered to the Paying Agent to collect the redemption price; (5) that unless the Company defaults in making the redemption payment, interest on the Senior Notes ceases to accrue on and after the Special Mandatory Redemption Date; and (6) that paragraph 6 of the Senior Notes is the provision pursuant to which the Senior Notes are being redeemed. SECTION 3.09. Effect of Notice of Special Mandatory Redemption. Once the notice of redemption described in Section 3.08 is mailed, the Senior Notes will become due and payable on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. Upon surrender to the Paying Agent, the Senior Notes shall be paid at the Special Mandatory Redemption Price. SECTION 3.10. Deposit of Special Mandatory Redemption Price. On or prior to 10:00 A.M., New York City time, on the Special Mandatory Redemption Date, the Company shall direct the Securities Intermediary, pursuant to Section 3(a) of the Escrow Agreement, to deposit with the Paying Agent the applicable Special Mandatory Redemption Price. On and after the Special Mandatory Redemption Date, if money sufficient to pay the applicable Special Mandatory Redemption Price shall have been made available in accordance with the immediately preceding paragraph, the Senior Notes will cease to accrue interest and the only right of the Holders of the Senior Notes will be to receive payment of the Special Mandatory Redemption Price. If any Senior Note surrendered for redemption shall not be so paid, interest will be paid, from the Special Mandatory Redemption Date until such redemption payment is made, on the unpaid principal of the Senior Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Senior Notes. -54- SECTION 3.11. Other Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Senior Notes, other than a Special Mandatory Redemption. ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Senior Notes. The Company shall pay the principal of and interest on the Senior Notes on the dates and in the manner provided in the Senior Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment. The Company shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Senior Notes. SECTION 4.02. Maintenance of Office or Agency. (a) The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Senior Notes may be presented or surrendered for payment, where Senior Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Senior Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Company and each Guarantor hereby appoint the Trustee as their agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Senior Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such -55- purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04. SECTION 4.03. Legal Existence. Subject to Article Five, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), and franchises of the Company and the Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole. SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law. (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all material properties used or useful in the conduct of their respective businesses to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereto; provided, however, that nothing in this Section 4.04(a) shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of such material properties if such discontinuance is, in the reasonable judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and not adverse in any material respect to the Holders. (b) The Company shall, and shall cause each of its Restricted Subsidiaries to, keep at all times all of their material properties which are of an insurable nature insured against such loss or damage with insurers believed by the Company to be responsible to the extent that Property of a similar character is usually so insured by corporations similarly situated and owning like Properties in accordance with good business practice. The Company shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds from any such insurance policy to repair, replace or otherwise restore the Property to which such proceeds relate. -56- (c) The Company shall, and shall cause each of its Restricted Subsidiaries to comply with all statutes, laws, ordinances or government rules and regulations to which they are subject, non-compliance with which would materially adversely affect the business, financial condition or results of operations of the Company and its Restricted Subsidiaries taken as a whole. SECTION 4.05. Waiver of Stay, Extension or Usury Laws. The Company and each of the Subsidiary Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) each of the Company and the Subsidiary Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 4.06. Compliance Certificate. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company commencing with the Company's fiscal year ending December 31, 2002 an Officers' Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not to the best knowledge of the signers thereof the Company, any Restricted Subsidiary or any Guarantor is in default in the performance and observance of any of the terms, provisions and conditions of Section 5.01 or Sections 4.01 to 4.18, inclusive, and if the Company shall be in default, specifying all such defaults, the nature and status thereof of which they may have knowledge and what action the Company and the Guarantors are taking or propose to take with respect thereto. Such determination shall be made without regard to notice requirements or periods of grace. (b) The Company shall deliver to the Trustee, as soon as possible and in any event no later than 10 Business Days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default or an event which, with notice or the lapse of time or both, would constitute a Default or Event of Default, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company is taking or proposes to take with respect to such Default or Event of Default. (c) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement by the Company's independent public accountants stat- -57- ing whether, in connection with their audit of Parent's financial statements, any event which would constitute an Event of Default as defined herein insofar as they relate to accounting matters has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of the existence thereof. SECTION 4.07. Payment of Taxes and Other Claims. The Company shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or Property of the Company or any of its Subsidiaries, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the Property of the Company or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. SECTION 4.08. Repurchase at the Option of Holders upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Purchase Price")); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Senior Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Senior Notes under Section 3.01 at any time prior to the requirement to consummate the Change of Control and redeem the Senior Notes in accordance with such notice. (b) Within 30 days following any Change of Control, or, at the Company's option, prior to the consummation of such Change of Control but after it is publicly announced, the Company shall send, by first-class mail, with a copy to the Trustee, to each Holder of Senior Notes, at such Holder's address appearing in the Senior Note register, a notice stating: (1) that a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to Section 4.08 and that all Senior Notes timely tendered and not withdrawn will be accepted for payment; -58- (2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control and not later than 60 days from the date such notice is mailed; (3) the circumstances and relevant facts regarding the Change of Control; and (4) if the notice is mailed prior to a Change of Control, that the Change of Control Offer is conditioned on the Change of Control occurring; and (5) the procedures that Holders of Senior Notes must follow in order to tender their Senior Notes (or portions thereof) for payment, and the procedures that Holders of Senior Notes must follow in order to withdraw an election to tender Senior Notes (or portions thereof) for payment. Holders electing to have a Senior Note purchased shall be required to surrender the Senior Note, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives, not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Note purchased. (c) On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section 4.08(c). On the Change of Control Payment Date, the Company shall deliver to the Trustee the Senior Notes or portions thereof that have been properly tendered to and are to be accepted by the Company for payment. (d) The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date. -59- (e) Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 applicable to a Change of Control made by the Company, any and all Senior Notes properly tendered and has purchased all Senior Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to a Change of Control Offer, including any applicable securities laws of the United States. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue of such compliance with these securities laws or regulations. SECTION 4.09. Limitation on Debt. (a) Notwithstanding anything contained in Section 4.09(b), prior to the Merger and Release, the Company will not Incur any Debt (including Acquired Debt), except for the Senior Notes, the Senior Subordinated Notes and Debt Incurred in connection with the Credit Facility Escrow Arrangements. (b) From and after the Release and the Merger, the Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt; provided, however, that the Company and any Subsidiary Guarantor may Incur Debt and the Company and any Restricted Subsidiary may Incur Acquired Debt if, after giving effect to the Incurrence of such Debt and the application of the proceeds therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on a consolidated basis) would not exceed 6.0 to 1.0. (c) Notwithstanding the immediately preceding paragraph, any or all of the following Debt (collectively, "Permitted Debt") may be Incurred: (1) Debt of the Company or any Subsidiary Guarantor under the Credit Facility; provided that the aggregate principal amount of all such Debt under the Credit Facility shall not exceed $1.525 billion less the amount of any permanent mandatory repayments made under the Credit Facility (and, in the case of any revolving subfacility thereunder, permanent commitment reductions) with Net Available Cash from Asset Sales; (2) the Senior Notes and related Guarantees (excluding any Additional Senior Notes) and any Senior Notes and related Guarantees issued in exchange for the -60- Senior Notes and related Guarantees pursuant to the Registration Rights Agreement and (2) after giving effect to the Special Pro Rata Redemption, the Senior Subordinated Notes and related Guarantees (excluding any Additional Senior Subordinated Notes (as such term is defined in the indenture relating to the Senior Subordinated Notes)) and any Senior Subordinated Notes and related Guarantees issued in exchange for the Senior Subordinated Notes and related Guarantees pursuant to the Registration Rights Agreement; (3) Debt of the Company or any Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that: (A) the aggregate principal amount of such Debt secured thereby does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and (B) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed $30 million; (4) Debt of the Company owing to and held by any Subsidiary Guarantor and Debt of a Restricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor; provided, however, that (1) any subsequent issue or transfer of Capital Stock or other event that results in any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or any subsequent transfer of any such Debt (except to the Company or a Subsidiary Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof not permitted by this clause (4) and (2) such Debt shall be expressly subordinated to the prior payment in full in cash of all obligations under the Senior Notes or the Subsidiary Guarantee of such Subsidiary Guarantor; (5) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this Section 4.09; (6) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or any Restricted -61- Subsidiary in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; (7) Debt under Commodity Price Protection Agreements entered into by the Company or a Restricted Subsidiary in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; (8) Debt of the Company or any Restricted Subsidiary in connection with (1) one or more standby letters of credit issued by the Company or a Restricted Subsidiary in the ordinary course of business and with respect to trade payables relating to the purchase of materials by the Company or a Restricted Subsidiary and (2) other letters of credit, surety, performance, appeal or similar bonds, banker's acceptance, completion guarantees or similar instruments issued in the ordinary course of business of the Company or a Restricted Subsidiary, including letters of credit or similar instruments pursuant to self-insurance and workers' compensation obligations; provided that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that with respect to clauses (1) and (2), such Debt is not in connection with the borrowing of money or the obtaining of advances or credit; (9) Debt of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within two Business Days of Incurrence of such Debt; (10) Debt of the Company or any Restricted Subsidiary arising from agreements for indemnification and purchase price adjustment obligations Incurred or assumed in connection with the Acquisition or disposition of any assets including Capital Stock; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually received by the Company and any Restricted Subsidiary, including the Fair Market Value of noncash proceeds; (11) Debt Incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-recourse Debt with respect to the Company and its Restricted Subsidiaries; provided, however, that in the event such Securitization Entity ceases to qualify as a Securitization Entity or such Debt ceases to constitute such Non-recourse Debt, such Debt will be deemed, in each case, to be Incurred at such time; -62- (12) Debt of the Company or a Subsidiary Guarantor consisting of a guarantee of or a Lien securing Debt of the Company or a Subsidiary Guarantor, provided that such Debt constitutes Debt that is permitted to be Incurred pursuant to this Section 4.09, but subject to compliance with the other provisions described under Article Four; (13) Debt in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Debt remains outstanding for five Business Days or less; (14) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than the Existing Notes) not otherwise described in clauses (1) through (13) above; (15) the Existing Notes that are outstanding after giving effect to either the failure or the consummation of the Tender Offer; (16) guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisers and licensees; (17) Permitted Refinancing Debt; and (18) Debt of the Company or any Restricted Subsidiary or the issuance of Disqualified Stock in a principal amount or liquidation value, as applicable, outstanding at any one time not to exceed $150 million in the aggregate for all such Debt and Disqualified Stock. For the purposes of determining compliance with this Section 4.09, in the event that an item of Debt meets the criteria of more than one of the types of Debt permitted by this covenant or is entitled to be Incurred pursuant to Section 4.09(b), the Company in its sole discretion shall be permitted to classify on the date of its Incurrence, or later reclassify, all or a portion of such item of Debt in any manner that complies with this Section 4.09; provided that all outstanding Debt under the Credit Facility at the time of the Merger and Release shall be deemed to have been Incurred pursuant to clause (1) of the definition of Permitted Debt. Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Debt. For the purposes of determining any particular amount of Debt under this Section 4.09, (a) guarantees, Liens, obligations with respect to letters of credit and other obligations supporting Debt otherwise included in the determination of a particular amount will not -63- be included and (b) any Liens granted to the Holders of the Senior Notes that are permitted in Section 4.11 will not be treated as Debt. For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Debt, with respect to any Debt which is denominated in a foreign currency, the dollar-equivalent principal amount of such Debt Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Debt was incurred, and any such foreign denominated Debt may be refinanced or replaced or subsequently refinanced or replaced in an amount equal to the dollar-equivalent principal amount of such Debt on the date of such refinancing or replacement whether or not such amount is greater or less than the dollar equivalent principal amount of the Debt on the date of initial Incurrence. If obligations in respect of letters of credit are incurred pursuant to the Credit Facility and are being treated as Incurred pursuant to clause (a) of the second paragraph of this Section 4.09 and the letters of credit relate to other Debt then such other Debt shall be deemed not Incurred. Notwithstanding any other provision of this Section 4.09, neither RHD nor any Subsidiary Guarantor shall Incur any Debt that is expressly subordinated to any other Debt of RHD or such Subsidiary Guarantor unless such Debt is expressly subordinated in right of payment to the Senior Notes or the Subsidiary Guarantee of such Subsidiary Guarantor to the same or greater extent that such Debt is subordinated to such other Debt. SECTION 4.10. Limitation on Restricted Payments. (a) Notwithstanding anything contained in the two succeeding paragraphs, prior to the Merger and Release, the Company shall not make any Restricted Payments or any Permitted Investments, except to the extent necessary to consummate the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Credit Facility Escrow Arrangements and the Senior Subordinated Notes Escrow Arrangements (including any Investments deemed to exist by virtue of the Escrow Agreement, the Senior Subordinated Notes Escrow Arrangements or the Credit Facility Escrow Arrangements or the payment of fees and expenses related to the offering of the Senior Notes, the Senior Subordinated Notes and the entering into of the Credit Facility and related Credit Facility Escrow Arrangements). (b) From and after the Merger and Release, the Company shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment, (1) a Default or Event of Default shall have occurred and be continuing, -64- (2) the Company could not Incur at least $1.00 of additional Debt pursuant to Section 4.09(b) or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of: (i) 50% of the aggregate amount of Consolidated Net Income accrued on a cumulative basis during the period (treated as one accounting period) from the first day of the Company's fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ended prior to the date of such proposed Restricted Payment for which financial statements are available and have been either filed with the Commission or with the Trustee pursuant to Section 4.17 (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus (ii) 100% of Capital Stock Sale Proceeds and cash capital contributions to the Company, plus (without duplication) (iii) the sum of: (A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt or Disqualified Stock that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and (B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company's consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company, together with, in the cases of both (A) and (B), the aggregate net cash proceeds received by the Company at the time of such conversion or exchange, but excluding, in the case of clause (A) or (B): (x) any such Debt issued or sold to the Company or a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or such Restricted Subsidiary for the benefit of its employees and (y) the aggregate amount of any cash or other Property distributed by -65- the Company or any Restricted Subsidiary upon any such conversion or exchange, plus (without duplication) (iv) an amount equal to the sum of: (A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property or any other disposition or repayment of such Investments, in each case to the Company or any Restricted Subsidiary from any Person (other than the Company or a Restricted Subsidiary), less the cost of the disposition of such Investments, and (B) the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum described in Section 4.10(b)(3)(iv) shall not exceed the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person; plus (v) $5 million. (c) Notwithstanding the foregoing limitation, the Company may: (1) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on said declaration date, such dividends could have been paid in compliance with this Indenture (for the avoidance of doubt, such dividend shall be included in the calculation of the amount of Restricted Payments); (2) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock) or options, warrants or other rights to acquire such Capital Stock (other than any such Capital Stock (or options, warrants or other rights to acquire such Capital Stock) issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Restricted Subsidiary for the benefit of its employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) or a capital contribution to the Company; provided, however, -66- that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments and the Capital Stock Sale Proceeds from such exchange or sale shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) above; (3) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for or out of the proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock) or options, warrants or other rights to acquire such Capital Stock (other than any such Capital Stock (or options, warrants or other rights to acquire such Capital Stock) issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Restricted Subsidiary for the benefit of its employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) or a capital contribution to the Company or Subordinated Obligations; provided that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments and the Capital Stock Sale Proceeds from such exchange or sale shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) above; (4) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations of the Company or any Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments; (5) so long as no Default has occurred and is continuing, repurchase or otherwise acquire shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of its Subsidiaries from employees, former employees, directors or former directors, consultants or former consultants of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company or the Board of Directors of Parent under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided that the aggregate amount of such repurchases and other acquisitions shall not exceed $2 million in any calendar year (any such amounts not used in a calendar year shall be available for use in any subsequent year); provided, further, that such repurchase and other acquisition shall be excluded in the calculation of the amount of Re- -67- stricted Payments and the Capital Stock Sale Proceeds from such sales shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) or Section 4.10(c)(2) above; (6) make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Company or Parent (for the avoidance of doubt, such payments shall be included in the amount of Restricted Payments); (7) repurchase Capital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options; provided that all such repurchases shall not be included in the calculation of Restricted Payments and no proceeds in respect of the issuance of Capital Stock shall be deemed to have been received for the purposes of Section 4.10(b)(3)(ii) above; (8) repurchase or redeem preferred stock purchase rights issued in connection with any shareholders rights plan of Parent; (9) distribute the Escrowed Property and the escrowed property under the Senior Subordinated Notes Escrow Arrangements and the Credit Facility Escrow Arrangements to Parent on the date of the Release, to the extent used in consummating the Acquisition; (10) make dividends or distributions to Parent for Parent's (A) bona fide costs, overhead and operating expenses directly related to the operation of the Company and the Restricted Subsidiaries (including, without limitation, salaries and other compensation of employees, directors' fees and expenses and travel and entertainment expenses) incurred by Parent in the ordinary course and fees for services provided by Parent to the Company and its Restricted Subsidiaries that would otherwise have been performed by third parties (including, without limitation, accounting, treasury, tax, legal, strategic consulting and corporate development services) and any reimbursements to Parent for the payment of amounts relating to services (including, without limitation, legal, consulting, software, insurance and accounting services) provided by third parties on behalf of the Company or any Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million in any calendar year and (B) franchise or other tax obligations (including income tax obligations in respect of the Company and its domestic Restricted Subsidiaries) and any other amounts required by Parent to maintain its corporate existence; provided that such payments shall not be included in the calculation of Restricted Payments; (11) so long as no Default or Event of Default shall have occurred and be continuing, repurchase any Subordinated Obligations or Disqualified Stock of the Company at a purchase price not greater than 101% of the principal amount or liquida- -68- tion preference of such Subordinated Obligation or Disqualified Stock in the event of a Change of Control pursuant to a provision similar to Section 4.08 in the documents governing such Subordinated Obligation or Disqualified Stock; provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer required by this Indenture and has repurchased all notes validly tendered for payment in connection with such Change of Control Offer; provided, further, that such payments shall be included in the calculation of Restricted Payments; (12) so long as no Default or Event of Default shall have occurred and be continuing, following an Asset Sale, to the extent permitted by Section 4.12, and using the Net Available Cash generated from such Asset Sale, repurchase any Subordinated Obligation or Disqualified Stock of the Company at a purchase price not greater than 100% of the principal amount or liquidation preference of such Subordinated Obligation or Disqualified Stock pursuant to a provision similar to Section 4.12 in the documents governing such Subordinated Obligation or Disqualified Stock; provided that prior to consummating any such repurchase, the Company has made the Prepayment Offer required by this Indenture and has repurchased all notes validly tendered for payment in connection with such Prepayment Offer; provided, further, that such payments shall be included in the calculation of Restricted Payments; and (13) so long as no Default or Event of Default shall have occurred and be continuing, the Company and any Restricted Subsidiary may pay dividends to Parent for Parent to purchase its common stock for contribution to employee stock purchase and deferred compensation plans, in the ordinary course of business; provided that the aggregate amount of common stock purchased in reliance on this Section 4.10(c)(13) shall not exceed $5.0 million; provided, further, that such dividends shall be included in the calculation of Restricted Payments; (14) make any other Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 4.10(c)(14) since the Issue Date, does not exceed $20 million, provided that no Default or Event of Default shall have occurred and be continuing immediately after making such Restricted Payment; provided, further, that such payments shall be included in the calculation of Restricted Payments; (15) repurchase the Existing Notes pursuant to the Tender Offer, including any payment of an early consent fee; provided that any such repurchase shall not be included in the calculation of Restricted Payments. The amount of any non-cash Restricted Payment shall be deemed to be equal to the Fair Market Value thereof at the date of making such Restricted Payment. -69- SECTION 4.11. Limitation on Liens. Prior to the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, Incur or suffer to exist, any Lien upon any of its Property (including Capital Stock of a Restricted Subsidiary and intercompany notes), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom that secures any obligation, except the Lien of the Trustee on the Escrowed Property, the Lien of the Trustee pursuant to the Senior Subordinated Notes Escrow Arrangements (so long as such Lien is limited to the Property in the escrow account contemplated under the Senior Subordinated Notes Escrow Arrangements) and the Lien of the Administrative Agent pursuant to the Credit Facility Escrow Arrangements (so long as such Lien is limited to the Property in the escrow account contemplated by the Credit Facility Escrow Arrangements). From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary and inter-company notes), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the Senior Notes will be secured by such Lien equally and ratably with (or prior to) all other obligations of the Company or any Restricted Subsidiary secured by such Lien until such time as such obligations are no longer secured by a Lien; provided, that in no event shall there be any Liens on the Escrowed Property, except the Lien of the Escrow Agent for the benefit of the Holders of the Senior Notes. Any Lien on the Escrowed Property created for the benefit of the Holders of the Senior Notes shall provide by its terms that any such Lien will be automatically and unconditionally released and discharged upon the Release. SECTION 4.12. Limitation on Asset Sales. (a) Prior to the Merger and Release, the Company shall not consummate an Asset Sale except to the extent necessary to consummate the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Subordinated Notes Escrow Arrangements and the Credit Facility Escrow Arrangements. From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; -70- (2) in the case of Asset Sales which are not Permitted Asset Swaps, at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of (a) cash or Cash Equivalents; (b) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes or any Subsidiary Guarantee of such Restricted Subsidiary) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities; (c) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 30 days after receipt; or (d) a combination of the consideration specified in clauses (a) through (c); and (3) the Company delivers an Officers' Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b). (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt): (1) to permanently prepay or permanently repay any (i) Debt under the Credit Facility, (ii) Debt which shall have been secured by the assets sold in the relevant Asset Sale and (iii) Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor (and in the case of any such Debt under a revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility); and/or (2) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary). (c) Any Net Available Cash from an Asset Sale not applied in accordance with Section 4.12(b) within 365 days from the date of the receipt of such Net Available Cash shall constitute "Excess Proceeds." Pending the final application of the Net Available Cash, the Company or any Restricted Subsidiary may temporarily reduce Debt under the Credit Facility or otherwise invest such Net Available Cash in Temporary Cash Investments. (d) When the aggregate amount of Excess Proceeds exceeds $20 million, the Company will be required to make an offer to purchase (the "Prepayment Offer") the Senior Notes and any other pari passu Debt outstanding with similar provisions requiring an offer to purchase such Debt with such proceeds, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the pur- -71- chase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over subscription) set forth herein. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders of Senior Notes have been given the opportunity to tender their Senior Notes for purchase in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose not restricted by this Indenture and the amount of Excess Proceeds will be reset to zero. The term "Allocable Excess Proceeds" will mean the product of: (a) the Excess Proceeds and (b) a fraction, (1) the numerator of which is the aggregate principal amount of the Senior Notes outstanding on the date of the Prepayment Offer, together with any accrued and unpaid interest, and (2) the denominator of which is the sum of the aggregate principal amount of the Senior Notes outstanding on the date of the Prepayment Offer, together with any accrued and unpaid interest and the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Senior Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this Section 4.12 and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer (subject to proration in the event that such amount is less than the aggregate offer price of all Senior Notes tendered). (e) Within fifteen Business Days after the Company is obligated to make a Prepayment Offer as described in Section 4.12(d), the Company shall send a written notice, by first-class mail, to the Holders of Senior Notes, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the purchase date (the "Purchase Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed. (f) Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided Section 4.12(e), the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"), -72- (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with Section 4.12(b). On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than in those enumerated in clause (b) of the definition of Temporary Cash Investments), maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section 4.12. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Senior Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Senior Notes delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.12. (g) Holders electing to have a Senior Note purchased shall be required to surrender the Senior Note, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Note purchased. If at the expiration of the Offer Period the aggregate principal of Senior Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Senior Notes to be purchased on pro rata basis for all Senior Notes (with such adjustments as may be deemed appropriate by the Company so that only Senior Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Senior Notes are purchased only in part shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered. (h) At the time the Company delivers Senior Notes to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Senior Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.12. A Senior Note shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. -73- (i) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Notes pursuant to this Section 4.12, including any applicable securities laws of the United States. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.12, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.12 by virtue thereof. SECTION 4.13. Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to: (1) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (3) make any loans or advances to the Company or any other Restricted Subsidiary, or (4) transfer any of its Property to the Company or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (1) with respect to Sections 4.13(a)(1), (2), (3) and (4) , to restrictions: (A) in effect on the Issue Date (as such restrictions may be amended from time to time, other than any such amendment that would adversely affect the interests of the Holders of the Senior Notes); (B) imposed by the Senior Notes or this Indenture (or the Senior Subordinated Notes or the indenture related thereto), or by indentures governing other Debt the Company Incurs (and, if such Debt is guaranteed, by the guarantors of such Debt) ranking on a parity with the Senior Notes or the Senior Subordinated Notes, provided that the restrictions imposed by such indentures are no more restrictive than the restrictions imposed by this Indenture; -74- (C) imposed by the Credit Facility with respect to Debt permitted to be Incurred on or subsequent to the date of this Indenture pursuant to Section 4.09(c)(1); (D) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; (E) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in Section 4.13(a)(1) or (4) of this Section 4.13 above; provided such restriction is no less favorable in any material respect to the Holders of Senior Notes than those under the agreement evidencing the Debt so Refinanced when taken as a whole; (F) restrictions on cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (G) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Restricted Subsidiaries or any of their businesses in connection with any development grant made or other assistance provided to the Company or any of its Restricted Subsidiaries by such governmental authority; (H) customary provisions in joint venture or similar agreements or other arrangements with minority investors in Restricted Subsidiaries; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (i) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Senior Notes than is customary in comparable agreements and (ii) the Company determines that any such encumbrance or restriction will not materially affect the ability of the Company to make any anticipated payments of principal or interest on the Senior Notes; (I) with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; -75- (J) customary restrictions contained in asset sale agreements, stock sale agreements and other similar agreements limiting the transfer, disposition or distribution of such Property pending the closing of such sale, including any restriction imposed with respect to such Restricted Subsidiary pursuant to an agreement to dispose of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; or (K) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder; (2) with respect to Section 4.12(a)(4) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Senior Notes pursuant to Section 4.11 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting of assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) imposed by virtue of any transfer of, agreement to transfer, option or right with respect to or Lien on, any Property of the Company or the relevant Restricted Subsidiary not otherwise prohibited by this Indenture, or (E) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the property the subject thereof. SECTION 4.14. Limitation on Transactions with Affiliates. (a) Notwithstanding Section 4.14(b) on or prior to the Merger and Release, the Company will not enter into or suffer to exist any Affiliate Transaction (as defined below) other than to the extent necessary to consummate the Escrow Agreement, the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Senior Subordinated Notes Escrow Arrangements, the Credit Facility Escrow Arrangements and the -76- preferred stock investment in Parent (or a common equity investment in Parent in lieu of all or any portion thereof). From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"), unless: (1) the terms of such Affiliate Transaction are: (i) set forth in writing, and (ii) no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company, (2) if such Affiliate Transaction involves aggregate payments or value in excess of $5 million, each of the Board of Directors of the Company and the Board of Directors of Parent (including a majority of the disinterested members of the Board of Directors of Parent or, if there is only one disinterested director, such disinterested director) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a)(1)(ii) of this Section 4.14 as evidenced by a Board Resolution, and (3) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole. (b) Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may make, enter into or suffer to exist the following: (1) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; (2) any Restricted Payment permitted to be made pursuant to Section 4.10 or any Permitted Investment; (3) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of officers, directors, consultants and employees of the Company or any of the Restricted Subsidiaries in the ordinary course of business; -77- (4) payments pursuant to employment agreements, collective bargaining agreements, employee benefit plans, or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans, directors' and officers' indemnification agreements and retirement or savings plans, stock option, stock ownership and similar plans so long as the Board of Directors of the Company or the Board of Directors of Parent in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor; (5) loans and advances to officers, directors or employees (or guarantees of third party loans to officers, directors or employees) made in the ordinary course of business, provided that such loans and advances do not exceed $10 million in the aggregate at any one time outstanding; (6) any agreement as in effect on the Issue Date or any amendment to any such agreement (so long as any such amendment is not disadvantageous to the Holders of the Senior Notes in any material respect) or any transaction contemplated thereby; (7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its Restricted Subsidiaries or are on terms no less favorable as might reasonably have been obtained at such time from an unaffiliated party; provided that such transactions are approved by a majority of the Board of Directors of Parent and the Board of Directors of the Company in good faith (including a majority of disinterested directors of the Board of Directors of Parent, or if there is only one disinterested director, such director); (8) the issuance and sale of Capital Stock (other than Disqualified Stock) of the Company; (9) transactions in connection with or payments by the Company or any of its Restricted Subsidiaries to Goldman Sachs & Co. or any of their respective affiliates in connection with any management, financial advisory, financing, derivative, underwriting or placement services or any other investment banking, banking, asset management or similar services including principal, interest and fees on loans which payments are approved by a majority of the Board of Directors of Parent and the Board of Directors of the Company in good faith (including a majority of disinterested directors of the Board of Directors of Parent, or if there is only one disinterested director, such director); -78- (10) transactions pursuant to any agreement described in the Offering Memorandum as in effect on the date of this Indenture or the date of the consummation of the Acquisition as the same may be amended from time to time in any manner not materially less favorable to the Holders of the Senior Notes; and (11) sales or transfer of dispositions of Receivables and Related Assets to a Securitization Entity and acquisitions of Investments in connection therewith. SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries. (a) From and after the Merger and Release, the Board of Directors of the Company or the Board of Directors of Parent may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if: (x) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and (y) the Company would be permitted under Section 4.10 to make a Restricted Payment in an amount equal to the Fair Market Value of the Investment in such Subsidiary. For the purposes of this provision, in the event the Fair Market Value of such assets exceeds $25 million, such Fair Market Value shall be determined by an Independent Financial Advisor. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (b) Except as provided in Section 4.15(a), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary) except to the extent permitted under Sections 4.10 and 4.13 and provided that the Company or any Restricted Subsidiary may pledge Capital Stock or Debt or assets of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Company or any Restricted Subsidiary other than to obtain that pledged property. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation, -79- (x) the Company could Incur at least $l.00 of additional Debt pursuant to Section 4.09(b) and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any such designation or redesignation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that: (x) certifies that such designation or redesignation complies with the provisions of this Section 4.15, and (y) gives the effective date of such designation or redesignation, such filing with the Trustee to occur on or before the time financial statements are filed with the Commission or the Trustee pursuant to Section 4.17 in respect of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, on or before the time financial statements in respect of such fiscal year are filed with the Commission or the Trustee pursuant to Section 4.17). SECTION 4.16. Limitation of Company's Business. Prior to the Merger and Release, the Company shall not engage in any line of business or own any other assets other than as necessary to consummate the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Subordinated Notes Escrow Arrangements and the Credit Facility Escrow Arrangements. From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than the business RHD is engaged in on the date hereof or a Related Business. SECTION 4.17. Reports to Holders. Whether or not RHD is then subject to Section 13(a) or 15(d) of the Exchange Act, RHD will electronically file with the Commission, so long as the Senior Notes are outstanding, the annual reports, quarterly reports and other periodic reports that RHD would be required to file with the Commission pursuant to Section 13(a) or 15(d) if RHD were so subject, and such documents will be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which RHD would be required so to file such documents if RHD were so subject, unless, in any case, such filings are not then permitted by the Commission. -80- If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, RHD will, without charge to the Holders, within 15 days of each Required Filing Date, transmit by mail to Holders, as their names and addresses appear in the Senior Note register, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that RHD would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if RHD were subject to such Section 13(a) or 15(d) and, promptly upon written request, supply copies of such documents to any prospective Holder or beneficial owner at RHD's cost. So long as any of the Senior Notes remain restricted under Rule 144, RHD will make available upon request to any prospective purchaser of Senior Notes or beneficial owner of Senior Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). SECTION 4.18. Creation of Subsidiaries; Additional Subsidiary Guarantees. (a) Prior to the Merger and Release, the Company shall not create, acquire or form any Subsidiaries. (b) From and after the Merger and Release, the Company shall not permit any of its Restricted Subsidiaries having assets, at any time, with a Fair Market Value in excess of $1,000 to guarantee or pledge any assets to secure the payment of any other Debt of the Company or another Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Senior Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Debt. (c) The Guarantee of a Guarantor will be released if: (1) the Company designates any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.15; or (2) in connection with the sale of (A) that number of shares of Capital Stock of such Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of the Company or another Restricted Subsidiary or (B) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company, -81- Parent or another Restricted Subsidiary; provided that such sale complies with Section 4.12. (d) In the event a Subsidiary becomes a Subsidiary Guarantor solely because it guarantees other Debt, then upon the full and unconditional release of the guarantee of such other Debt (provided that the Trustee is given 90 days' written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Merger, Consolidation and Sale of Property. (a) Prior to the Merger and Release, except in connection with the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Subordinated Notes Escrow Arrangements and the Credit Facility Escrow Arrangements, the Company shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions. (b) From and after the Merger and Release, the Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions, unless: (1) the Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made which is substituted for the Company as the issuer of the Senior Notes shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal amount of the Senior Notes, any accrued and unpaid interest on such principal amount, according to their tenor, and the due and punctual performance and -82- observance of all the covenants and conditions of this Indenture to be performed by the Company; (3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (4) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this Section 5.01(b)(4) and Sections 5.01(b)(5) and (b)(6) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (5) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.09(b); and (6) the Surviving Person shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (c) Parent shall not, and Parent and the Company shall not permit any Subsidiary Guarantor to, merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions (other than (i) a merger of a Wholly Owned Restricted Subsidiary into such Subsidiary Guarantor or (ii) a merger, consolidation, amalgamation or sale of all or substantially all of the Property of a Subsidiary Guarantor in connection with the sale of such Subsidiary Guarantor or its Property to a non-Affiliate third party that does not become an Affiliate as a result of such transaction and is otherwise permitted under this Indenture) unless: (1) the Surviving Person (if not Parent or such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, limited liability company, trust, partnership or similar entity organized and existing under the -83- laws of United States of America, any State thereof or the District of Columbia and, in the case of Parent, is the Company; (2) the Surviving Person (if other than Parent or such Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee or a guarantee similar to the Parent Guarantee in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of Parent or such Subsidiary Guarantor under its Subsidiary Guarantee or Parent Guarantee, as the case may be; (3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of Parent, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (4) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this Section 5.01(c)(4) and Section 5.01(c)(5) and (6) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (5) in the case of Parent only, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt pursuant to Section 4.09(b); and (6) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (d) The provisions of Section 5.01(c) (other than Section 5.01(c)(4)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with Section 4.12. (e) The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture (or of Parent or the relevant Subsidiary Guarantor under the Parent Guarantee or the related Subsidiary Guarantee, as the case may be), but the predecessor Company in the case of: -84- (1) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of Parent or the Company as an entirety or virtually as an entirety) of substantially all of the assets of Parent or the Company and its Restricted Subsidiaries, or (2) a lease, shall not be released from any obligation to pay the principal amount of the Senior Notes, any accrued and unpaid interest. SECTION 5.02. Successor Person Substituted. Upon any consolidation or merger, or any transfer of all or substantially all of the assets of either the Company or any Restricted Subsidiary in accordance with Section 5.01 above, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power the Company or such Restricted Subsidiary under this Indenture with the same effect as if such successor corporation had been named as the Company or such Restricted Subsidiary herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Senior Notes. ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. The following events shall be "Events of Default": (1) the Company defaults in any payment of interest on any Senior Note when the same becomes due and payable and such default continues for a period of 30 days; (2) the Company defaults in the payment of the principal amount of any Senior Note when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (3) the Company fails to comply with Section 4.08, Section 4.12 or 5.01; (4) the Company fails to comply with any covenant or agreement in the Senior Notes or in this Indenture (other than a failure that is the subject of Section -85- 6.01(1), (2) or (3)) and such failure continues for 60 days after written notice is given to the Company as specified in this Section 6.01; (5) a default by the Company or any Restricted Subsidiary under any Debt of the Company or any Restricted Subsidiary which results in acceleration of the maturity of such Debt, or the failure to pay any such Debt at maturity, in an aggregate principal amount in excess of $20 million, unless the Company is contesting such acceleration in good faith; (6) Parent, the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary insolvency proceeding; (B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding; (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or (D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided, however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this Section 6.01(6); (7) court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against Parent, the Company or any Significant Subsidiary in an involuntary insolvency proceeding; (B) appoints a Custodian of Parent, the Company or any Significant Subsidiary or for any substantial part of its property; or (C) orders the winding up or liquidation of Parent, the Company or any Significant Subsidiary; or (D) grants any similar relief under any foreign laws; and in each such case the order or decree remains unstayed and in effect for 90 days; -86- (8) any judgment or judgments for the payment of money in an unsecured aggregate amount (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to the underlying claim and that continues to make payments pursuant to the terms of the relevant policy) in excess of $20 million at the time entered against the Company or any Restricted Subsidiary and shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect or otherwise payable; or (9) (a) the Parent Guarantee or any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Parent Guarantee or such Subsidiary Guarantee, as the case may be) or (b) Parent or any Subsidiary Guarantor denies or disaffirms its obligations under the Parent Guarantee or its Subsidiary Guarantee, as the case may be; provided that in the case of clauses (a) and (b), such condition will only constitute an Event of Default if (a) such condition could adversely and materially affect the Holders or (b) such condition continues for over 10 days. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. A Default under Section 6.01(4) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Senior Notes then outstanding notify the Company (and in the case of such notice by Holders, the Trustee) of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default." The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Event of Default and any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company shall immediately notify the Trustee if a meeting of the Board of Directors of the Company or the Board of Directors of Parent is convened to consider any action mandated by a petition for debt settlement proceedings or bankruptcy proceedings. The Company shall also promptly advise the Trustee of the approval of the filing of a debt settlement or bankruptcy petition prior to the filing of such petition. -87- SECTION 6.02. Acceleration of Maturity; Rescission. If an Event of Default with respect to the Senior Notes (other than an Event of Default specified in Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding may declare to be immediately due and payable the principal amount of all the Senior Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) and 6.01(7) shall occur, such amount with respect to all the Senior Notes shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered Holders of a majority in aggregate principal amount of the Senior Notes then outstanding may rescind and annul such acceleration if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01(6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Notes, unless such -88- Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Notes. No Holder of Senior Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Note on or after the respective due dates expressed in such Senior Note. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Senior Notes or to enforce the performance of any provision of the Senior Notes or this Indenture and may take any necessary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party. The Trustee may maintain a proceeding even if it does not possess any of the Senior Notes or does not produce any of them in the proceeding. Any such proceeding instituted by the Trustee may be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements of the Trustee and its counsel, be for the ratable benefit of the Holders of the Senior Notes in respect of which such judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an -89- Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative, to the extent permitted by law. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Company. SECTION 6.04. Waiver of Past Defaults and Events of Default. Provided the Senior Notes are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of Senior Notes at the time outstanding may on behalf of the Holders of all the Senior Notes waive any past Default with respect to such Senior Notes and its consequences by providing written notice thereof to the Company and the Trustee, except a Default (1) in the payment of interest on or the principal of any Senior Note or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Senior Note affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Senior Notes will be restored to their former positions and rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. SECTION 6.05. Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Senior Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of the Senior Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Senior Notes. SECTION 6.06. Limitation on Suits. No Holder of Senior Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (1) the Holder gives the Trustee written notice of a continuing Event of Default, (2) the Holders of at least 25% in aggregate principal amount of outstanding Senior Notes make a written request to the Trustee to institute such proceeding or pursue such remedy as trustee, -90- (3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense, (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity, and (5) during such 60-day period the Holders of at least a majority in aggregate principal amount of the outstanding Senior Notes do not give the Trustee a direction that is inconsistent with the request. However, such limitations do not apply to a suit instituted by a Holder of any Senior Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Note on or after the respective due date expressed in such Senior Note. SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, or stockholder of the Company or any Subsidiary Guarantor, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the Senior Notes, or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. This waiver may not be effective to waive liabilities under the U.S. federal securities laws. SECTION 6.08. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Senior Note to receive payment of the principal of or premium, if any, or interest, if any, on such Senior Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Senior Notes shall not be impaired or affected without the consent of the Holder. SECTION 6.09. Collection Suit by Trustee. If an Event of Default in payment of principal, premium or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any Guarantor (or any other obligor on the Senior Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid. -91- SECTION 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company or any Subsidiary Guarantor (or any other obligor upon the Senior Notes), its creditors or its property and, unless prohibited by law, shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Senior Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings. All rights of action and claims under this Indenture or the Senior Notes may be prosecuted and enforced by the Trustee without the possession of any of the Senior Notes thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered. SECTION 6.11. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Holders for amounts due and unpaid on the Senior Notes for principal, premium, if any, and interest (including Additional Interest, if any) as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Senior Notes; and -92- THIRD: to the Company or, to the extent the Trustee collects any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor. The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11. SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Senior Notes then outstanding. ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such Person's own affairs. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior Notes and this Indenture. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only such duties as are specifically set forth in this Indenture and no others. -93- (2) In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) This paragraph does not limit the effect of Section 7.01(b). (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Holders of a majority in aggregate principal amount of the Senior Notes received by it pursuant to the terms hereof. (4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, Sections 7.01(a), (b), (c) and (e) shall govern every provision of this Indenture that in any way relates to the Trustee. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request. -94- (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. SECTION 7.02. Rights of Trustee. Subject to Section 7.01: (1) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 12.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to the Senior Notes or this Indenture shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder. (7) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of in- -95- debtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (10) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not suspended. SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Senior Notes and may make loans to, accept deposits from, perform services for or otherwise deal with the either of the Company or any Guarantor, or any Affiliates thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11. SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Senior Notes or any Guarantee, it shall not be accountable for the Company's or any Guarantor's use of the proceeds from the sale of Senior Notes or any money paid to the Company or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Senior Notes, Guarantee or this Indenture other than its certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Senior Notes and perform its obligations hereunder and that the statements made by it in any Statement of Eligibil- -96- ity and Qualification on Form T-1 to be supplied to the Company will be true and accurate subject to the qualifications set forth therein. SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall give to each Holder a notice of the Default within 90 days after it occurs in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture. Except in the case of a Default in payment of the principal of or interest on any Senior Note (including payments pursuant to a redemption or repurchase of the Senior Notes pursuant to the provisions of this Indenture), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders. SECTION 7.06. Reports by Trustee to Holders. If required by TIA Section 313(a), within 60 days after June 15 of any year, commencing 2003 the Trustee shall mail to each Holder a brief report dated as of such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c) and TIA Section 313(d). Reports pursuant to this Section 7.06 shall be transmitted by mail: (1) to all Holders of Senior Notes, as the names and addresses of such Holders appear on the Registrar's books; and (2) to such Holders of Senior Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose. A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Senior Notes are listed. The Company shall promptly notify the Trustee when the Senior Notes are listed on any stock exchange or delisted therefrom. SECTION 7.07. Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee and Agents from time to time such compensation for their services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. The Company and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable disbursements, expenses and advances incurred or made by them in connection with the Trustee's duties under this Indenture, including -97- the reasonable compensation, disbursements and expenses of the Trustee's agents and external counsel, except any expense disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith. The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys' fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Company and the Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnity; provided that the failure by the Trustee or Agent to so notify the Company and the Guarantors shall not relieve the Company and Guarantors of their obligations hereunder except to the extent the Company and the Guarantors are actually prejudiced thereby. In the event that a conflict of interest exists, the Trustee may have separate counsel, which counsel must be reasonably acceptable to the Company and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, the Company and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own willful misconduct, negligence or bad faith. To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Senior Notes on all money or property held or collected by the Trustee except for Escrowed Property and such money or property held in trust to pay principal of and interest on particular Senior Notes. The obligations of the Company and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Company and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. -98- For purposes of this Section 7.07, the term "Trustee" shall include any trustee appointed pursuant to this Article Seven. SECTION 7.08. Replacement of Trustee. The Trustee shall comply with Section 313(b) of the TIA, to the extent applicable. The Trustee may resign by so notifying the Company and the Guarantors in writing no later than 15 Business Days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Senior Notes may remove the Trustee by notifying the Company and the removed Trustee in writing and may appoint a successor Trustee with the Company's written consent, which consent shall not be unreasonably withheld. The Company may remove the Trustee at its election if: (1) the Trustee fails to comply with Section 7.10 or Section 310 of the TIA; (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief entered with respect to the Trustee under Bankruptcy Law; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, the Guarantors or the Holders of a majority in principal amount of the outstanding Senior Notes may petition at the expense of the Company any court of competent jurisdiction, in the case of the Trustee, for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Guarantors. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties -99- of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee by Consolidation, Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven. SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee (together with its corporate parent) shall have a combined capital and surplus of at least $50 million as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA Section 310(b), including the provision in Section 310(b)(1). SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311 (b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. SECTION 7.12. Paying Agents. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12: (A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Senior Notes (whether such sums have been paid to it by the Company or by any obligor on the Senior Notes) in trust for the benefit of Holders of the Senior Notes or the Trustee; (B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and (C) that it will give the Trustee written notice within three (3) Business Days of any failure of the Company (or by any obligor on the Senior Notes) in the -100- payment of any installment of the principal of, premium, if any, or interest on, the Senior Notes when the same shall be due and payable. ARTICLE EIGHT MODIFICATION AND WAIVER SECTION 8.01. Without Consent of Holders. (a) The Company and Trustee may modify and amend this Indenture or any Security Document without the consent of any Holder (including entering into the Security Documents upon the date of Release), for any of the following purposes: (i) to cure any ambiguity, omission, defect or inconsistency in this Indenture or any Security Document; (ii) to comply with Section 5.01; (iii) to provide for uncertificated Senior Notes, in addition to or in place of certificated Senior Notes; (iv) to add additional Guarantees with respect to the Senior Notes; (v) to secure the Senior Notes under this Indenture; (vi) to add to the covenants of the Company for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the Company; (vii) to make any change that does not adversely affect the rights of any Holder of the Senior Notes; (viii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (ix) to provide for the issuance of Additional Senior Notes in accordance with this Indenture, including the issuance of Additional Senior Notes as restricted securities under the Securities Act and substantially identical Additional Senior Notes pursuant to an Exchange Offer registered with the Commission; or (x) to evidence and provide the acceptance of the appointment of a successor Trustee under Section 7.09. -101- (b) On the date of Release, RHD, the Guarantors and Trustee (without notice to or the consent of any Holder) shall enter into the supplemental indenture attached as Exhibit B to the Escrow Agreement (the "Release Date Supplemental Indenture"), pursuant to which RHD will assume the obligations of Finance Corp. hereunder, and the Guarantors shall each execute the notation of guarantee in the form of Exhibit F and deliver the same to the Trustee. SECTION 8.02. With Consent of Holders. (a) This Indenture may be amended with the consent of the registered Holders of a majority in aggregate principal amount of the Senior Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and Section 8.01) with the consent of the registered Holders of at least a majority in aggregate principal amount of the Senior Notes then outstanding. (b) However, without the consent of each Holder of an outstanding Senior Note, no amendment may, (1) reduce the amount of Senior Notes whose holders must consent to an amendment, supplement or waiver, (2) reduce the rate of or change the time for payment of interest on any Senior Note, (3) reduce the principal of or change the Stated Maturity of any Senior Note, (4) make any Senior Note payable in money other than that stated in the Senior Note, (5) impair the right of any Holder of the Senior Notes to receive payment of principal of and interest on such Holder's Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Senior Notes, the Parent Guarantee or the Subsidiary Guarantees, (6) (A) release Parent or any Subsidiary Guarantor from its obligations under the Parent Guarantee or its Subsidiary Guarantee, as the case may be, or this Indenture other than pursuant to the terms of this Indenture, or (B) release any security interest that may have been granted in favor of the Holders of the Senior Notes pursuant to Section 4.11 other than pursuant to the terms of this Indenture, -102- (7) modify the provisions of Section 4.08 or the related definitions at any time on or after the Company is obligated to make a Change of Control Offer, (8) prior to the Release, release or modify in any respect the Lien of the Trustee on the Escrowed Property, or (9) waive a default in the payment of principal of or premium, if any, or interest, if any, on the Senior Notes (except as set forth under Section 6.01). (c) The consent of the Holders of the Senior Notes shall not be necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment. (d) After an amendment that requires the consent of the Holders of Senior Notes becomes effective, the Company shall mail to each registered Holder of the Senior Notes at such holder's address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Senior Notes, or any defect therein, shall not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. SECTION 8.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Senior Notes shall comply with the TIA as then in effect. SECTION 8.04. Revocation and Effect of Consents. (a) After an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Senior Note is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Senior Note or portion thereof, and of any Senior Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Senior Note. -103- (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Holders has been obtained. SECTION 8.05. Notation on or Exchange of Senior Notes. If an amendment, supplement, or waiver changes the terms of a Senior Note, the Trustee (in accordance with the specific written direction of the Company) shall request the Holder of the Senior Note (in accordance with the specific written direction of the Company) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Senior Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Senior Note shall issue, the Subsidiary Guarantors shall endorse, and the Trustee shall authenticate a new Senior Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Senior Note shall not affect the validity and effect of such amendment, supplement or waiver. SECTION 8.06. Trustee To Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not affect the rights, duties, liabilities or immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 12.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with its terms (subject to customary exceptions). -104- ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE SECTION 9.01. Discharge of Liability on Senior Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect as to all Senior Notes, and related Guarantees, issued hereunder when: (i) either (x) all Senior Notes that have been authenticated, except lost, stolen or destroyed Senior Notes that have been replaced or paid and Senior Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (y) all Senior Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company, Parent or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Senior Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the date of the deposit; (iii) the Company, Parent or the Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Company has delivered irrevocable instructions to the trustee under this Indenture to apply the deposited money toward the payment of the Senior Notes at maturity or the redemption date, as the case may be. In addition, the Company shall deliver an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied and at the cost and expense of the Company. (b) Subject to Sections 9.01(c) and 9.02, the Company may, at its option and at any time, elect to terminate some or all of its obligations and the obligations of the Guarantors under the outstanding Senior Notes and this Indenture (hereinafter, "Legal Defea- -105- sance") except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the TIA. At any time the Company may terminate its obligations (i) under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 and 4.18, (ii) under Section 6.01(5), (6), (7), (8) (with respect to Significant Subsidiaries) or (9) and (iii) under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6) on a date the conditions set forth in Section 9.02 are satisfied (hereinafter, "Covenant Defeasance") and thereafter, any omission to comply with any covenant referred to in clause (ii) above will not constitute a Default or Event of Default with respect to the Senior Notes. The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. (c) If the Company exercises its Legal Defeasance option, payment of the Senior Subordinated Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its Covenant Defeasance option, payment of the Senior Notes may not be accelerated because of an Event of Default as described in Section 6.01(3) (insofar as such Event of Default applies to obligations under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6)), under Section 6.01(4) (insofar as such Event of Default applies to obligations under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17), under Sections 6.01(5), (6), (7) (in the case of Sections 6.01(6) and (7), with respect to Significant Subsidiaries only) or under Section 6.01(8) or the failure of the Company to comply with Section 5.01(b)(5) or (c)(5). If the Company exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Guarantee, and the Trustee shall execute a release of such Guarantee. If the Company exercises its Covenant Defeasance option, each Guarantor, if any, shall be released from its obligations under its Guarantee to the extent that the Company is released from its obligations under this Indenture. (d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (e) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05, 9.06 and 9.08 shall survive until such time as the Senior Notes have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 9.05 and 9.06 shall survive. SECTION 9.02. Conditions to Defeasance. The Legal Defeasance option or the Covenant Defeasance option, in Section 9.01 may be exercised only if: (a) the Company irrevocably deposits in trust with the Trustee money or Government Obligations, or a combination thereof, for the payment of -106- principal of and interest on the Senior Notes to maturity or redemption, as the case may be; (b) the Company delivers to the Trustee a certificate from an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Senior Notes to maturity or redemption, as the case may be; (c) 123 days pass after the deposit is made and during the 123-day period no Default described in Section 6.01(7) occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period; (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (e) such deposit does not constitute a default under any other material agreement or instrument binding on the Company; (f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (g) in the case of an election of Legal Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel stating that: (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Senior Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance election and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the -107- same time as would have been the case if such election has not occurred; (h) in the case of an election of Covenant Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the Senior Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such election had not occurred; and (i) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to an election under 9.01 have been complied with as required by this Indenture. SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. All money and Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of the outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Senior Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 9.02(a) or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company any money or Government Obligations held by it as provided in Section 9.02(a) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. -108- SECTION 9.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 9.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and each Guarantor's obligations under this Indenture, the Senior Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 9.01; provided that if the Company or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Senior Notes because of the reinstatement of their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent. SECTION 9.05. Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.02(a), to the Company upon a request of the Company (or, if such moneys had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. SECTION 9.06. Moneys Held by Trustee. Any moneys deposited with the Trustee or any Paying Agent or then held by the Company or the Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any Senior Note that are not applied but remain unclaimed by the Holder of such Senior Note for two years after the date upon which the principal of, or premium, if any, or interest on such Senior Note shall have respectively become due and payable shall be repaid to the Company (or, if appropriate, the Guarantors) upon a request of the Company, or if such moneys are then held by the Company or the Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Senior Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company and the Guarantors, either mail to each Holder affected, at the address shown in the register of the Senior Notes maintained by the Registrar pursuant to Section 2.04, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New -109- York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company or the Guarantors or the release of any money held in trust by the Company or any Guarantors, as the case may be, Holders entitled to the money must look only to the Company and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person. ARTICLE TEN GUARANTEE OF SECURITIES SECTION 10.01. Guarantee. Prior to the Release, the Senior Notes will not be guaranteed. From and after the Merger and Release and subject to the provisions of this Article Ten, Parent (the "Parent Guarantee") and the Subsidiary Guarantors, by execution of the Release Date Supplemental Indenture, fully and unconditionally, jointly and severally, on an unsecured senior basis, guarantee to each Holder (i) the due and punctual payment of the principal of and interest on each Senior Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Senior Notes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Senior Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. From and after the Merger and Release, each Guarantor, by execution of the Release Date Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Senior Note or this Indenture, any failure to enforce the provisions of any such Senior Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Company with respect thereto by the Holder of such Senior Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Senior Note or the Debt evidenced thereby and all demands whatsoever, and covenants that this -110- Guarantee will not be discharged as to any such Senior Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Subsidiary Guarantee of any Subsidiary Guarantor may be released pursuant to Section 4.18 or Section 10.03. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Guarantees. SECTION 10.02. Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby agrees, on the date of the Release, that a notation of such Guarantee, substantially in the form included in Exhibit F hereto, shall be endorsed on each Senior Note authenticated and delivered by the Trustee on the date of the Release and such Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Senior Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall be in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which such Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Senior Note shall be valid nevertheless. The delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor. -111- SECTION 10.03. Release of Guarantors. The Guarantee of any Guarantor will be automatically and unconditionally released and discharged upon any of the following: (A) in connection with the sale of (i) that number of shares of Capital Stock of such Subsidiary Guarantor such that Subsidiary Guarantor is no longer a Subsidiary of the Company or another Restricted Subsidiary or (ii) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company, Parent or another Restricted Subsidiary of the Company; provided that such sale complies with Section 4.12; or (B) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it guarantees other Debt, then upon the full and unconditional release of the guarantee of such other Debt (provided that the Trustee is given 90 days' written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. The Trustee shall execute any documents reasonably requested by either the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Senior Notes and under this Article Ten. SECTION 10.04. Waiver of Subrogation. Until all of the obligations under the Senior Notes and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Senior Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or Senior Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Senior Notes -112- shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Senior Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Senior Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.06 is knowingly made in contemplation of such benefits. SECTION 10.05. Notice to Trustee. The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Guarantees. Notwithstanding the provisions of this Article Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Guarantees, unless and until the Trustee shall have received written notice thereof from the Company no later than one Business Day prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice referred to in this Section 10.05 at least one Business Day prior to the date upon which by the terms hereof any such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Senior Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it less than one Business Day prior to such date. ARTICLE ELEVEN SECURITY DOCUMENTS SECTION 11.01. Security Documents. The due and punctual payment of the principal of and interest on the Senior Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Senior Notes and performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Inden- -113- ture and the Senior Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. Each Holder, by its acceptance of the Senior Subordinated Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. The Company shall deliver to the Trustee copies of all documents delivered to the Securities Intermediary pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Notes secured thereby, according to the intent and purposes herein and therein expressed. The Company shall take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company hereunder, a valid and enforceable perfected lien on and security interest in all the Collateral, in favor of the Securities Intermediary for the benefit of the Holders and other Persons for whose benefit the Securities Intermediary or Trustee, as applicable, acts pursuant to the Security Documents. SECTION 11.02. Recording and Opinions. (a) The Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents. For the avoidance of doubt, no Lien (other than that of the Trustee on behalf of the Holders) shall be permitted to exist on the Collateral. The Company shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. (b) The Company shall at all times comply with the provisions of TIA Section 314(b), whether or not the TIA is then applicable to the obligations of the Company and, if applicable, the Guarantors under this Indenture. SECTION 11.03. Release of Collateral. (a) Collateral may (and, as applicable, shall) be released or substituted only in accordance with the terms of the Security Documents. (b) The release of any Collateral from the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contra- -114- vention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. SECTION 11.04. Certificates of the Company. To the extent applicable, the Company shall comply with TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the lien and security interest of the Security Documents. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Collateral Agent in the exercise of reasonable care. SECTION 11.05. Certificates of the Trustee. In the event that the Company wish to release Collateral in accordance with the Security Documents and have delivered the certificates and documents required by the Security Documents and Sections 11.03 and 11.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA Section 314(d) in connection with such release and, based on the Opinion of Counsel delivered pursuant to Section 12.04(2), shall deliver a certificate to the Collateral Agent setting forth such determination. The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to Section 314(d) of the TIA. SECTION 11.06. Authorization of Actions To Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Sections 7.01 and 7.02 hereof, the Trustee shall without the consent of the Holders of Senior Notes, direct, on behalf of the Holders of Senior Notes, the Securities Intermediary to take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect and receive any and all amounts payable in respect of the obligations of the Company hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance -115- with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or to the Trustee). SECTION 11.07. Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents. SECTION 11.08. Termination of Security Interest. Upon the consummation of (x) the Merger and Release or (y) the Special Mandatory Redemption, or upon Legal Defeasance, the Trustee shall, at the request of the Company, deliver a certificate to the Securities Intermediary stating that such obligations have been paid in full. ARTICLE TWELVE MISCELLANEOUS SECTION 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. SECTION 12.02. Notices. Except for notice or communications to Holders, any notice or communication shall be given in writing and when received if delivered in person, when receipt is acknowledged if sent by facsimile, on the next Business Day if timely delivered by a nationally recognized courier service that guarantees overnight delivery or two Business Days after deposit if mailed by first-class mail, postage prepaid, addressed as follows: -116- If to the Company: R.H. Donnelley Finance Corporation I One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Fax: (914) 933-6844 With a copy to: R.H. Donnelley Inc. One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Fax: (914) 933-6844 With a copy to: Jones, Day, Reavis & Pogue North Point, 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Attn: Thomas C. Daniels Fax: (216) 579-0212 If to the Trustee, Registrar or Paying Agent: Mailing Address: The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attn.: Corporate Trust Administration Fax: (212) 815-5707 Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture. The Company, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar. -117- Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it. In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. SECTION 12.03. Communications by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Senior Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture (except for the issuance of Senior Notes on the Issue Date), the Company or such Guarantor shall furnish to the Trustee: (1) an Officers' Certificate (which shall include the statements set forth in Section 12.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with. SECTION 12.05. Statements Required in Certificate and Opinion. Each certificate (other than certificates pursuant to Section 4.06) and opinion with respect to compliance by or on behalf of the Company or any Guarantor with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; -118- (3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with. SECTION 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions. SECTION 12.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York are authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. SECTION 12.08. Governing Law. This Indenture, the Senior Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. SECTION 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture. SECTION 12.10. Successors. All agreements of the Company and the Guarantors in this Indenture and the Senior Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor. -119- SECTION 12.11. Multiple Counterparts. The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. SECTION 12.12. Table of Contents, Headings, etc. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 12.13. Separability. Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. [Signature Pages Follow] IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above. R.H. DONNELLEY FINANCE CORPORATION I By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President S-1 THE BANK OF NEW YORK, as Trustee By: /s/ Julie Salovitch Miller Name: Julie Salovitch Miller Title: Vice President S-2 EXHIBIT A CUSIP R.H. DONNELLEY FINANCE CORPORATION I (To be Merged With and Into R.H. DONNELLEY INC.) No. $ $ 8-7/8% SENIOR NOTE DUE 2010 R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of [ ] on December 15, 2010. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. Reference is made to the further provisions of this Senior Note contained herein, which will for all purposes have the same effect as if set forth at this place. A-1 IN WITNESS WHEREOF, the Company has caused this Senior Note to be signed manually or by facsimile by one of its duly authorized officers. R.H. DONNELLEY FINANCE CORPORATION I By: ________________________________________ Name: Title: A-2 Certificate of Authentication This is one of the 8-7/8% Senior Notes due 2010 referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: ________________________________________ Dated: A-3 [FORM OF REVERSE OF NOTE] R.H. DONNELLEY FINANCE CORPORATION I 8-7/8% SENIOR NOTE DUE 2010 1. Interest. R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer (the "Company"), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 8-7/8% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including December 3, 2002 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each June 15 and December 15, commencing June 15, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Senior Notes. 2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on June 1 or December 1 immediately preceding the interest payment date (whether or not a Business Day). Holders must surrender Senior Notes to a Paying Agent to collect principal payments. The Company will pay to the Paying Agent principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions to the Company, the Company may pay or cause to be paid by the Paying Agent, all principal, interest and Additional Interest, if any, on that Holder's Senior Notes in accordance with those instructions. All other payments on the Senior Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. 3. Paying Agent and Registrar. Initially, The Bank of New York (the "Trustee") will act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 4. Indenture. The Company issued the Senior Notes under an Indenture dated as of December 3, 2002 (the "Indenture") between the Company and the Trustee. This is one of an issue of Senior Notes of the Company issued, or to be issued, under the Indenture. The terms of the Senior Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as amended from time to time. The Senior Notes are subject to all such terms, and Holders are A-4 referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 5. Optional Redemption. (a) Except as set forth below, the Senior Notes will not be redeemable at the option of the Company prior to December 15, 2006. Thereafter, the Senior Notes will be redeemable, at the Company's option, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below and are expressed as percentages of principal amount:

Redemption Redemption Year Price - --------------- ---------- 2006.............................. 104.438% 2007.............................. 102.219% 2008 and thereafter............... 100.000%

(b) From and after the Release and Merger and from time to time on or prior to December 15, 2005, the Company may at its option on any one or more occasions redeem Senior Notes (including Additional Senior Notes, if any) in an aggregate principal amount up to a maximum of 35% of the aggregate principal amount of Senior Notes (including Additional Senior Notes, if any) issued under the Indenture at a redemption price of 108.875% of the principal amount, plus accrued and unpaid interest thereon, if any, to the redemption date, subject to the rights of the holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Senior Notes (including Additional Senior Notes, if any) issued under the Indenture remains outstanding immediately after giving effect to any such redemption (excluding Senior Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days' of the date of the closing of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice. (c) The Trustee will select Senior Notes called for redemption pursuant to this paragraph 5 on a pro rata basis, by lot or by such method as the Trustee in its sole discretion shall deem fair and appropriate; provided that no Senior Notes of $1,000 or less shall be redeemed in part. A new Senior Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Senior Note. Senior Notes called for redemption pursuant to this paragraph 5 and paragraph 7 A-5 hereto become due on the date fixed for redemption. On and after the redemption date, interest stops accruing on Senior Notes or portions of them called for redemption. 6. Special Mandatory Redemption. In the event that the Merger and Release have not occurred on or prior to 5:00 p.m., New York City time, on the Deadline, the Company shall, on a Business Day designated by the Company that is not more than ten Business Days following the Deadline (the "Special Mandatory Redemption Date") redeem in cash all of the Senior Notes (the "Special Mandatory Redemption") at a redemption price equal to the sum of (a) $328,250,000 (which amount is equal to 101% of the original issue amount of the Senior Notes ($325,000,000)) plus (b) the accrued and unpaid interest on the Senior Notes from and including the Issue Date to but excluding the Special Mandatory Redemption Date. The "Deadline" is January 31, 2003 or such earlier date that RHD determines not to pursue consummation of the Acquisition. 7. Notice of Redemption. Except in the case of Special Mandatory Redemption, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Senior Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Senior Note is to be redeemed in part only, the notice of redemption that relates to such Senior Note shall state the portion of the principal amount thereof to be redeemed. Notice of the Special Mandatory Redemption will be mailed promptly to each Holder of Senior Notes at its registered address, the Trustee and the Securities Intermediary. 8. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Senior Notes in accordance with the procedures set forth in the Indenture. 9. Registration Rights. (a) Pursuant to an Exchange and Registration Rights Agreement among RHD, from and after the Release, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"), RHD will be obligated to consummate an exchange offer (the "Exchange Offer") pursuant to which the Holder of this Senior Note shall have the right to exchange this Senior Note for Senior Notes which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Senior Notes. (b) If (i) within 120 days after the date of the Release (or 120 days after RHD is either required or requested to file a Shelf Registration Statement pursuant to the Registration Rights Agreement), the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement), has not been filed with the Commission; (ii) within 180 days after the date of the Release (or 180 days after RHD is either required or requested to file a Shelf Registration Statement pursuant to the Registration Rights Agreement), the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement), has not been declared effective; (iii) within 210 days after the date of the Release, the Exchange Offer has not been consummated; or (iv) after either the Exchange Offer Registra- A-6 tion Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or useable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Senior Notes or Exchange Securities in accordance with and during the periods specified in Sections 2 and 3 of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a "Registration Default"), additional interest ("Additional Interest") will accrue on the Senior Notes and the Exchange Securities (in addition to the stated interest on the Senior Notes and the Exchange Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at an initial rate of 0.25% per annum of the aggregate principal amount of the Senior Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum of 1.00% per annum. 10. Denominations, Transfer, Exchange. The Senior Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Senior Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. [The Registrar shall not be required to exchange or register a transfer of any Senior Subordinated Note for a period of 15 days immediately preceding the redemption of Senior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part.] 11. Persons Deemed Owners. The registered Holder of this Senior Note may be treated as the owner of this Senior Note for all purposes. 12. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an "abandoned property" law designates another Person. 13. Amendment, Supplement, Waiver, Etc. The Company, the Subsidiary Guarantors, if any, and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Senior Notes, amend, waive or supplement the Indenture or the Senior Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a successor to the Company of its obligations under the Indenture or any Security Documents and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and A-7 modifications of the Indenture or the Senior Notes may be made by the Company, the Subsidiary Guarantors, if any, and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Senior Notes, subject to certain exceptions requiring the consent of the Holders of the particular Senior Notes to be affected. 14. Restrictive Covenants. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur additional Debt, pay dividends on, redeem or repurchase its Capital Stock, make certain investments, sell assets, create restrictions on the payment of dividends or other amounts to the Company from its Restricted Subsidiaries, enter into transactions with Affiliates, expand into unrelated businesses, create liens, consolidate, merge or sell all or substantially all of the assets of the Company and its Restricted Subsidiaries and requires the Company to provide reports to Holders of the Senior Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations. 15. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Senior Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations. 16. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Senior Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Senior Notes; and upon any such declaration all such amounts upon such Senior Notes shall become and be immediately due and payable, anything in the Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs, then the principal of and any accrued and unpaid interest on all of the Senior Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Senior Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Senior Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests. A-8 17. Trustee Dealings with Company. Subject to certain limitations imposed by the Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 18. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Senior Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Senior Notes and Guarantees by accepting a Senior Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Senior Notes and the Guarantees. 19. Discharge. The Company's obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Senior Notes or upon the irrevocable deposit with the Trustee of United States dollars or Government Obligations sufficient to pay when due principal of and interest on the Senior Notes to maturity or redemption, as the case may be. 20. Guarantees. From and after the date of the Release, the Senior Notes will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. 21. Authentication. This Senior Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Senior Note. 22. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Trustee, the Company and the Guarantors agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Senior Notes. 23. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by A-9 the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: R.H. Donnelley Finance Corporation I One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Telephone: (914) 933-6400 Fax: (914) 933-6844 With a copy to: R.H. Donnelley Inc. One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Telephone: (914) 933-6400 Fax: (914) 933-6844 With a copy to: Jones, Day, Reavis & Pogue North Point, 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Tel: (216) 586-3939 Fax: (216) 579-0212 A-10 ASSIGNMENT I or we assign and transfer this Note to: ________________________________________________________________________________ (Insert assignee's social security or tax I.D. number) ________________________________________________________________________________ (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: _____________________ Your Signature: ____________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ______________________________ SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-11 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the appropriate box: ? Section 4.08 ? Section 4.12 If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you elect to have purchased: $___________________________________ (multiple of $1,000) Date: ______________________________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) ____________________________________ Signature Guaranteed SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-12 EX-4.14 4 y84419exv4w14.txt SUPPLEMENTAL INDENTURE: 8 7/8% SENIOR NOTES Exhibit 4.14 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Senior Notes Supplemental Indenture"), dated as of January 3, 2003 among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), R.H. Donnelley Corporation, Delaware corporation ("Parent"), the Guarantors signatory hereto (the "Guarantors") and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H : WHEREAS, Finance Corp. and the Trustee heretofore executed and delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and supplemented, the "Senior Notes Indenture"), providing for the issuance of the 8-7/8% Senior Notes due 2010 of Finance Corp. (the "Securities"; capitalized terms used herein but not otherwise defined have the meanings ascribed thereto in the Senior Notes Indenture); WHEREAS, Article Five of the Senior Notes Indenture provides that upon the execution and delivery by Donnelley to the Trustee of this Senior Notes Supplemental Indenture, Donnelley shall be the successor Company under the Indenture and the Securities and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp. under the Senior Notes Indenture and the Securities and Finance Corp. shall be discharged from all obligations and covenants under the Senior Notes Indenture and the Securities; WHEREAS, Section 10.02 of the Senior Notes Indenture provides that upon execution and delivery by each Guarantor to the Trustee of this Senior Notes Supplemental Indenture and a Guarantee attached to the Senior Notes Indenture in the form of ExhibitF thereto, each Guarantor shall be a Guarantor under the Senior Notes Indenture and the Securities: WHEREAS, Section 8.01(b) of the Senior Notes Indenture instructs the Trustee, Donnelley and the Guarantors to enter into this Senior Notes Supplemental Indenture; and WHEREAS, this Senior Notes Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of Donnelley, Parent and the Guarantors. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, Donnelley and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE I Assumption by Successor Company Section 1.1. Assumption of the Securities. Donnelley hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt (including accrued original issue discount on such debts, if any), obligation, covenant and agreement incurred, made or to be paid, performed or discharged by Finance Corp. under the Senior Notes Indenture and the Securities. Donnelley hereby agrees to be bound by all the terms, provisions and conditions of the Senior Notes Indenture and the Securities and that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp., as the predecessor Company, under the Senior Notes Indenture and the Securities, all to the extent provided in and in accordance with the terms and conditions of, the Senior Notes Indenture. Each Guarantor hereby agrees to guarantee the obligations of Donnelley assumed pursuant to the terms of this Senior Notes Supplemental Indenture. Section 1.2. Discharge of Finance Corp. Finance Corp. is hereby expressly discharged from all debts, obligations, covenants and agreements under or relating to the Senior Notes Indenture and the Securities. Section 1.3. Trustee's Acceptance. The Trustee hereby accepts this Senior Notes Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Senior Notes Indenture. ARTICLE II Miscellaneous Section 2.1. Effect of Supplemental Indenture. Upon the execution and delivery of this Senior Notes Supplemental Indenture by Donnelley, Parent, the Guarantors and the Trustee, the Senior Notes Indenture shall be supplemented in accordance herewith, and this Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Senior Notes Indenture shall be bound thereby. Section 2.2. Senior Notes Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Senior Notes Indenture shall remain in full force and effect. Section 2.3. Senior Notes Indenture and Senior Notes Supplemental Indenture Construed Together. This Senior Notes Supplemental Indenture is an indenture supplemental to and in implementation of the Senior Notes Indenture, and the Senior Notes Indenture and this Senior Notes Supplemental Indenture shall henceforth be read and construed together. Section 2.4. Confirmation and Preservation of Senior Notes Indenture. The Senior Notes Indenture as supplemented by this Senior Notes Supplemental Indenture is in all respects confirmed and preserved. Section 2.5. Conflict with Trust Indenture Act. If any provision of this Senior Notes Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required or deemed under the TIA to be part of and govern any provision of this Senior Notes Supplemental Indenture, such provision of the TIA shall control. If any provision of this Senior Notes Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Senior Notes Indenture as so modified or to be excluded by this Senior Notes Supplemental Indenture, as the case may be. Section 2.6. Severability. In case any provision in this Senior Notes Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.7. Benefits of Senior Notes Supplemental Indenture. Nothing in this Senior Notes Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Senior Notes Indenture, this Senior Notes Supplemental Indenture or the Securities. Section 2.8. Successors. All agreements of Donnelley in this Senior Notes Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind its successors. Section 2.9. Certain Duties and Responsibilities of the Trustee. In entering into this Senior Notes Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Notes Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.10. Governing Law. This Senior Notes Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Section 2.11. Multiple Originals. The parties may sign any number of copies of this Senior Notes Supplemental Indenture, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 2.12. Headings. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. Section 2.13. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Senior Notes Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by Donnelley and the Guarantors. IN WITNESS WHEREOF, the parties hereto have caused this Senior Notes Supplemental Indenture to be duly executed as of the date first written above. R.H. DONNELLEY INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CORPORATION By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President GET DIGITAL SMART.COM INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY APIL, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY ACQUISITIONS, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CD INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY ACQUISITIONS II, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President DIRECTORIESAMERICA, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY PUBLISHING & ADVERTISING, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY DIRECTORY COMPANY By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President CENDON, L.L.C. By: /s/ David C. Swanson Name: David C. Swanson Title: Manager THE BANK OF NEW YORK, as trustee By: /s/ Julie Salovitch Miller Name: Julie Salovitch-Miller Title: Vice President EX-4.16 5 y84419exv4w16.txt GUARANTEES: 8 7/8% SENIOR NOTES Exhibit 4.16 GUARANTEES From and after the date of the Release, each of the undersigned (the "Guarantors") hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of December 3, 2002 by and among R.H. Donnelley Finance Corporation I, a Delaware corporation, as issuer (the "Company"), the Guarantors, as guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the "Indenture"), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and fixed liabilities without rendering such Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. [Signatures on Following Pages] IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized officer. R.H. Donnelley Corporation, as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley APIL, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley CD, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President Get Digital Smart.com, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Acquisitions Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Acquisitions II Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President 2 DirectoriesAmerica, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Publishing & Advertising, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Directory Company, as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President CenDon, L.L.C., as Guarantor By: /s/ David C. Swanson Name: David C. Swanson Title: Manager 3 EX-4.17 6 y84419exv4w17.txt INDENTURE: 10 7/8% SENIOR SUBORDINATED NOTES Exhibit 4.17 ================================================================================ R.H. DONNELLEY FINANCE CORPORATION I (To be Merged With and Into R.H. DONNELLEY INC.) and THE BANK OF NEW YORK, as Trustee ---------------------------- INDENTURE Dated as of December 3, 2002 ---------------------------- $ 600,000,000 10-7/8% Senior Subordinated Notes Due 2012 ================================================================================ CROSS-REFERENCE TABLE

TIA Indenture Section Section - ------- ------------- 310 (a)(1).................................................. 7.10 (a)(2).................................................. 7.10 (a)(3).................................................. N.A. (a)(4).................................................. N.A. (a)(5).................................................. N.A. (b)..................................................... 7.08; 7.10 (b)(1).................................................. 7.10 (c)..................................................... N.A. 311 (a)..................................................... 7.11 (b)..................................................... 7.11 (c)..................................................... N.A. 312 (a)..................................................... 2.06 (b)..................................................... 13.03 (c)..................................................... 13.03 313 (a)..................................................... 7.06 (b)(1).................................................. N.A. (b)(2).................................................. 7.06; 11.04 (c)..................................................... 7.06; 11.04 (d)..................................................... 7.06 314 (a)..................................................... 4.06; 4.18; 13.04 (b)..................................................... 11.02 (c)(1).................................................. 13.04 (c)(2).................................................. 13.04 (c)(3).................................................. N.A. (d)..................................................... 11.04 (e)..................................................... 13.05 (f)..................................................... N.A. 315 (a)..................................................... 7.01(b) (b)..................................................... 7.05 (c)..................................................... 7.01(a) (d)..................................................... 7.01(c) (e)..................................................... 6.12 316 (a) (last sentence)..................................... 2.10 (a)(1)(A)............................................... 6.05 (a)(1)(B)............................................... 6.04 (a)(2).................................................. N.A. (b)..................................................... 6.08 (c)..................................................... 8.04 317 (a)(1).................................................. 6.09 (a)(2).................................................. 6.10 (b)..................................................... 2.05; 7.12 318 (a)..................................................... 12.01

- ----------------------- N.A. means Not Applicable Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture TABLE OF CONTENTS

Page ---- ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions................................................................. 1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act........................... 38 SECTION 1.03. Rules of Construction....................................................... 38 ARTICLE TWO THE SECURITIES SECTION 2.01. Amount of Notes............................................................. 39 SECTION 2.02. Form and Dating............................................................. 39 SECTION 2.03. Execution and Authentication................................................ 40 SECTION 2.04. Registrar and Paying Agent.................................................. 40 SECTION 2.05. Paying Agent To Hold Money in Trust......................................... 41 SECTION 2.06. Holder Lists................................................................ 42 SECTION 2.07. Transfer and Exchange....................................................... 42 SECTION 2.08. Replacement Senior Subordinated Notes....................................... 43 SECTION 2.09. Outstanding Senior Subordinated Notes....................................... 43 SECTION 2.10. Treasury Notes.............................................................. 44 SECTION 2.11. Temporary Senior Subordinated Notes......................................... 44 SECTION 2.12. Cancellation................................................................ 44 SECTION 2.13. Defaulted Interest.......................................................... 45 SECTION 2.14. CUSIP Number................................................................ 45 SECTION 2.15. Deposit of Moneys........................................................... 45 SECTION 2.16. Book-Entry Provisions for Global Notes...................................... 46 SECTION 2.17. Special Transfer Provisions................................................. 47 SECTION 2.18. Computation of Interest..................................................... 50 ARTICLE THREE REDEMPTION SECTION 3.01. Election To Redeem; Notices to Trustee...................................... 50 SECTION 3.02. Selection by Trustee of Senior Subordinated Notes To Be Redeemed.................................................................. 51 SECTION 3.03. Notice of Redemption........................................................ 51

-i-

Page ---- SECTION 3.04. Effect of Notice of Redemption.............................................. 52 SECTION 3.05. Deposit of Redemption Price................................................. 53 SECTION 3.06. Senior Subordinated Notes Redeemed in Part.................................. 53 SECTION 3.07. Special Mandatory Redemption; Notices to Trustee and Securities Intermediary................................................... 53 SECTION 3.08. Notice of Special Mandatory Redemption to Holders........................... 54 SECTION 3.09. Effect of Notice of Special Mandatory Redemption............................ 54 SECTION 3.10. Deposit of Special Mandatory Redemption Price............................... 54 SECTION 3.11. Special Pro Rata Redemption; Notices to Trustee and Securities Intermediary................................................... 55 SECTION 3.12. Notice of Special Pro Rata Redemption to Holders............................ 55 SECTION 3.13. Effect of Notice of Special Pro Rata Redemption............................. 56 SECTION 3.14. Other Mandatory Redemption.................................................. 56 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes............................................................ 56 SECTION 4.02. Maintenance of Office or Agency............................................. 56 SECTION 4.03. Legal Existence............................................................. 57 SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law....................................................................... 57 SECTION 4.05. Waiver of Stay, Extension or Usury Laws..................................... 58 SECTION 4.06. Compliance Certificate...................................................... 58 SECTION 4.07. Payment of Taxes and Other Claims........................................... 59 SECTION 4.08. Repurchase at the Option of Holders upon Change of Control................................................................... 59 SECTION 4.09. Limitation on Debt.......................................................... 61 SECTION 4.10. Limitation on Restricted Payments........................................... 65 SECTION 4.11. Limitation on Liens......................................................... 71 SECTION 4.12. Limitation on Asset Sales................................................... 72 SECTION 4.13. Limitation on Restrictions on Distributions from Restricted Subsidiaries................................................... 75 SECTION 4.14. Limitation on Transactions with Affiliates.................................. 78 SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries..................... 81 SECTION 4.16. Prohibition on Incurrence of Senior Subordinated Debt....................... 82 SECTION 4.17. Limitation on Company's Business............................................ 82 SECTION 4.18. Reports..................................................................... 82 SECTION 4.19. Creation of Subsidiaries; Additional Subsidiary Guarantees................................................................ 83

-ii-

Page ---- ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Merger, Consolidation and Sale of Property.................................. 84 SECTION 5.02. Successor Person Substituted................................................ 87 ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default........................................................... 87 SECTION 6.02. Acceleration of Maturity; Rescission........................................ 90 SECTION 6.03. Other Remedies.............................................................. 91 SECTION 6.04. Waiver of Past Defaults and Events of Default............................... 92 SECTION 6.05. Control by Majority......................................................... 92 SECTION 6.06. Limitation on Suits......................................................... 93 SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders.......................................................... 93 SECTION 6.08. Rights of Holders To Receive Payment........................................ 94 SECTION 6.09. Collection Suit by Trustee.................................................. 94 SECTION 6.10. Trustee May File Proofs of Claim............................................ 94 SECTION 6.11. Priorities.................................................................. 95 SECTION 6.12. Undertaking for Costs....................................................... 95 ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee........................................................... 96 SECTION 7.02. Rights of Trustee........................................................... 97 SECTION 7.03. Individual Rights of Trustee................................................ 99 SECTION 7.04. Trustee's Disclaimer........................................................ 99 SECTION 7.05. Notice of Defaults.......................................................... 99 SECTION 7.06. Reports by Trustee to Holders............................................... 99 SECTION 7.07. Compensation and Indemnity.................................................. 100 SECTION 7.08. Replacement of Trustee...................................................... 101 SECTION 7.09. Successor Trustee by Consolidation, Merger, etc............................. 102 SECTION 7.10. Eligibility; Disqualification............................................... 102 SECTION 7.11. Preferential Collection of Claims Against Company........................... 103 SECTION 7.12. Paying Agents............................................................... 103

-iii-

Page ---- ARTICLE EIGHT MODIFICATION AND WAIVER SECTION 8.01. Without Consent of Holders.................................................. 103 SECTION 8.02. With Consent of Holders..................................................... 104 SECTION 8.03. Compliance with Trust Indenture Act......................................... 106 SECTION 8.04. Revocation and Effect of Consents........................................... 106 SECTION 8.05. Notation on or Exchange of Senior Subordinated Notes........................ 107 SECTION 8.06. Trustee To Sign Amendments, etc............................................. 107 ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE SECTION 9.01. Discharge of Liability on Senior Subordinated Notes; Defeasance................................................................ 107 SECTION 9.02. Conditions to Defeasance.................................................... 109 SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions............................. 111 SECTION 9.04. Reinstatement............................................................... 111 SECTION 9.05. Moneys Held by Paying Agent................................................. 112 SECTION 9.06. Moneys Held by Trustee...................................................... 112 ARTICLE TEN GUARANTEE OF SECURITIES SECTION 10.01. Guarantee................................................................... 113 SECTION 10.02. Execution and Delivery of Guarantee......................................... 114 SECTION 10.03. Release of Guarantors....................................................... 114 SECTION 10.04. Waiver of Subrogation....................................................... 115 SECTION 10.05. Notice to Trustee........................................................... 116 SECTION 10.06. Subordination of Guarantee.................................................. 116 ARTICLE ELEVEN SECURITY DOCUMENTS SECTION 11.01. Security Documents.......................................................... 117 SECTION 11.02. Recording and Opinions...................................................... 117

-iv-

Page ---- SECTION 11.03. Release of Collateral....................................................... 118 SECTION 11.04. Certificates of the Company................................................. 118 SECTION 11.05. Authorization of Actions To Be Taken by the Trustee Under the Security Documents.............................................. 118 SECTION 11.06. Authorization of Receipt of Funds by the Trustee Under the Security Documents.................................................... 119 SECTION 11.07. Termination of Security Interest............................................ 119 ARTICLE TWELVE SUBORDINATION SECTION 12.01. Senior Subordinated Notes Subordinated to Senior Debt....................... 119 SECTION 12.02. Suspension of Payment When Senior Debt Is in Default........................ 120 SECTION 12.03. Obligations Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of Company................................................................... 122 SECTION 12.04. Payments May Be Paid Prior to Dissolution................................... 123 SECTION 12.05. Holders To Be Subrogated to Rights of Holders of Senior Debt...................................................................... 124 SECTION 12.06. Obligations of the Company Unconditional.................................... 124 SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent..................................................................... 124 SECTION 12.08. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.................................. 125 SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of Obligations............................................................ 126 SECTION 12.10. This Article Twelve Not To Prevent Events of Default........................ 126 SECTION 12.11. Amendments or Modifications To Article Twelve............................... 126 SECTION 12.12. Acceleration of Senior Subordinated Notes................................... 127 SECTION 12.13. Notice to Trustee; Rights of Trustee and Paying Agent....................... 127 ARTICLE THIRTEEN MISCELLANEOUS SECTION 13.01. Trust Indenture Act Controls................................................ 128 SECTION 13.02. Notices..................................................................... 128 SECTION 13.03. Communications by Holders with Other Holders................................ 129 SECTION 13.04. Certificate and Opinion as to Conditions Precedent.......................... 130 SECTION 13.05. Statements Required in Certificate and Opinion.............................. 130

-v-

Page ---- SECTION 13.06. Rules by Trustee and Agents................................................. 130 SECTION 13.07. Legal Holidays.............................................................. 131 SECTION 13.08. Governing Law............................................................... 131 SECTION 13.09. No Adverse Interpretation of Other Agreements............................... 131 SECTION 13.10. Successors.................................................................. 131 SECTION 13.11. Multiple Counterparts....................................................... 131 SECTION 13.12. Table of Contents, Headings, etc............................................ 131 SECTION 13.13. Separability................................................................ 132 EXHIBITS Exhibit A. Form of Senior Subordinated Note............................................ A-1 Exhibit B. Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes................................................. B-1 Exhibit C. Form of Legend for Regulation S Note........................................ C-1 Exhibit D. Form of Legend for Global Note.............................................. D-1 Exhibit E. Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S........................................ E-1 Exhibit F. Form of Guarantee........................................................... F-1 Exhibit G. Form of Certificate from Acquiring Institutional Accredited Investor....................................................... G-1

-vi- INDENTURE, dated as of December 3, 2002, between R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer ("Finance Corp.") and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"). References herein to the "Company" refer to (i) prior to the date of the Merger (as defined herein) and the consummation of the other Transactions (as defined herein), Finance Corp. and (ii) from and after the Merger, only to R.H. Donnelley Inc. and not any of its Subsidiaries. On and after the date of the Release, the Senior Subordinated Notes will be Guaranteed by the Guarantors. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Senior Subordinated Notes. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. "Acquired Debt" means Debt of a Person existing at the time such Person becomes a Restricted Subsidiary, other than Debt Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Acquired Debt shall be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary. "Acquisition" means the consummation, on the date of the Merger and Release, of the acquisition by Parent of Centel Directory Company, a Delaware corporation, DirectoriesAmerica, Inc., a Kansas corporation, and Sprint Publishing & Advertising, Inc., a Kansas corporation. "Acquisition Agreement" means the stock purchase agreement dated as of September 21, 2002 by and between Sprint Corporation, a Kansas corporation, Centel Directories LLC, a Delaware limited liability company, and Parent. "Additional Assets" means: (a) any Property (other than Cash Equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Related Business; or -2- (b) Capital Stock of a Person that is or becomes a Restricted Subsidiary upon or as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Related Business. "Additional Interest" has the meaning set forth in Exhibit A. "Additional Senior Subordinated Notes" has the meaning set forth in Section 2.01. "Affiliate" of any specified Person means: (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or (b) any other Person who is a director or officer of: (1) such specified Person, (2) any Subsidiary of such specified Person, or (3) any Person described in clause (a) above. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Sections 4.12 and 4.14 and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. "Affiliate Transaction" has the meaning set forth in Section 4.14. "Agent" means any Registrar, Paying Agent, or agent for service or notices and demands. "Agent Members" has the meaning set forth in Section 2.16. "Allocable Excess Proceeds" has the meaning set forth in Section 4.12(e). -3- "Alternate Offer" has the meaning set forth in Section 4.08(e). "amend" means amend, modify, supplement, restate or amend and restate, including successively; and "amending" and "amended" have correlative meanings. "Asset Sale" means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary), (b) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary, or (c) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary; other than, in the case of clause (a), (b) or (c) above, (1) any disposition by the Company or a Restricted Subsidiary to the Company, a Restricted Subsidiary or any Person (if after giving effect to such transfer such other Person becomes a Restricted Subsidiary), (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.10, (3) any disposition effected in compliance with Section 5.01, (4) any disposition of Temporary Cash Investments in the ordinary course of business, (5) any disposition of obsolete, worn out or permanently retired equipment or facilities or other Property that are no longer useful in the conduct of the business of the Company or any Restricted Subsidiary, (6) any disposition of Receivables and Related Assets in a Qualified Securitization Transaction for the Fair Market Value thereof including cash or Temporary Cash Investments in an amount at least equal to 75% of the Fair Market Value thereof, -4- (7) for purposes of Section 4.12, any disposition the net proceeds of which to the Company and its Restricted Subsidiaries do not exceed $1 million in any transaction or series of related transactions, (8) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other Property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries, (9) the sale or other disposition of Cash Equivalents, (10) any release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute or other controversy, and (11) any sale or other disposition of the pre-press publishing facility located in Bristol, Tennessee. "Average Life" means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing: (a) the sum of the products of (1) the number of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by (2) the amount of such payment by (b) the sum of all such payments. "Bankruptcy Law" means Title 11, United States Code, or any similar U.S. Federal or state law. "Board of Directors" means, with respect to any Person, the board of directors, or any equivalent management entity, of such Person or any committee thereof duly authorized to act on behalf of such board. "Board Resolution" means, with respect to any Person, a copy of a resolution of such Person's Board of Directors, certified by the Secretary or an Assistant Secretary, or an equivalent officer, of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized or required by law to close. -5- "Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased. "Capital Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest. "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or a Restricted Subsidiary for the benefit of their employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) by the Company of its Capital Stock (including upon the exercise of options, warrants or rights) (other than Disqualified Stock) or warrants, options or rights to purchase its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. "Cash Equivalents" means (a) United States dollars, (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (c) demand deposits, time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any State thereof having capital, surplus and undivided profits in excess of $250 million, (d) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1 by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated money market fund as defined by Rule 2a-7 of the General Rules and Regulations promulgated under the Investment -6- Company Act of 1940 and (g) in the case of a Foreign Subsidiary, substantially similar investments denominated in foreign currencies (including similarly capitalized foreign banks). "Change of Control" means the occurrence of any of the following events: (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Parent or the Company (for the purpose of this clause (1) a Person shall be deemed to beneficially own the Voting Stock of a corporation that is beneficially owned (as defined above) by another corporation (a "parent corporation") if such Person beneficially owns (as defined above) at least 50% of the aggregate voting power of all classes of Voting Stock of such parent corporation); (2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company or the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the applicable shareholders was approved or ratified by a vote of 66 2/3% of the Board of Directors of the Company or the Board of Directors of Parent, as applicable, then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or ratified) cease for any reason to constitute a majority of such Board of Directors then in office; (3) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company; or (4) the merger or consolidation of Parent or the Company with or into another Person or the merger of another Person with or into Parent or the Company or the sale of all or substantially all the assets of Parent or the Company to another Person, and, in the case of any such merger or consolidation, the securities of Parent or the Company, as the case may be, that are outstanding immediately prior to such transaction and that represent 100% of the aggregate voting power of the Voting Stock of Parent or the Company, as the case may be, are changed into or exchanged for cash, securities or Property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving corporation that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving corporation; provided, that a Change of Control shall not be deemed to have occurred solely as a consequence of a merger or consolidation between Parent and the Company, in which case all refer- -7- ences in the preceding clauses (2) and (4) to "Parent or the Company" shall henceforth be deemed to refer only to the surviving entity of such merger or consolidation. "Change of Control Offer" has the meaning set forth in Section 4.08. "Change of Control Purchase Price" has the meaning set forth in Section 4.08. "Change of Control Payment Date" has the meaning set forth in Section 4.08. "Clearstream" has the meaning set forth in Section 2.16. "Collateral" has the meaning set forth in Section 6(a) of the Escrow Agreement. "Commission" means the U.S. Securities and Exchange Commission. "Commodity Price Protection Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices. "Company" means the party named as such in the first paragraph of this Indenture and further defined in the second paragraph hereof, until a successor replaces such party pursuant to Article Five and thereafter means the successor. "Consolidated Incremental Depreciation and Amortization" means, for any period, the total amount of depreciation and amortization related to the step up in basis required under purchase accounting with respect to the transactions contemplated by the Acquisition Agreement for such period on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, for any period, without duplication and in each case determined on a consolidated basis in accordance with GAAP, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by either the Company or its Restricted Subsidiaries: (a) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued during such period, (b) amortization of debt discount and debt issuance cost, including commitment fees, (c) capitalized interest, -8- (d) non-cash interest expense, (e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, (f) net costs associated with Hedging Obligations (including amortization of discounts or fees); provided, however, such costs shall not include any unrealized gain or loss implicit in Hedging Obligations, (g) the sum of (a) all Disqualified Stock Dividends and (b) Preferred Stock Dividends with respect to Capital Stock of Subsidiaries, (h) interest accruing or paid on any Debt of any other Person to the extent such Debt is guaranteed by the Company or any Restricted Subsidiary, or is secured by a Lien on the Company's or any Restricted Subsidiary's assets, whether or not such interest is paid by the Company or such Restricted Subsidiary, (i) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust, (j) interest accruing in connection with a Qualified Securitization Transaction, and (k) the interest portion of any deferred payment obligation. "Consolidated Net Income" means, for any period, the consolidated net income (loss) of the Company for such period on a consolidated basis prior to any adjustment to net income for any preferred stock (other than Disqualified Stock) as determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income: (a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that: (1) the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below), -9- (2) the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income, and (3) the revenue participation income received in connection with the Revenue Participation Agreement shall not be excluded, (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to contractual restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that: (1) the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and (2) the Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income, (c) any net gain or loss realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (including pursuant to any sale and leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business, (d) any net after-tax extraordinary gain or loss, (e) the cumulative effect of a change in accounting principles, (f) any non-cash compensation expense realized for grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such rights (if redeemable), options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of a direct or indirect parent of the Company, (g) 50% of Consolidated Incremental Depreciation and Amortization, -10- (h) any non-cash impact attributable to the reduction in deferred revenue as a result of the fair value exercise undertaken as required by purchase accounting for the transactions contemplated by the Acquisition Agreement, in accordance with GAAP, during the twelve consecutive months following the consummation of the Acquisition, and (i) to the extent non-cash, any unusual, non-operating or non-recurring gain or loss (including to the extent related to the Acquisition). Notwithstanding the foregoing, for purposes of Section 4.10 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under subsection (c)(4) thereof. "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). "Covenant Defeasance" has the meaning set forth in Section 9.01. "Credit Facility" means the credit facility to be entered into by the Company on or before the date of the Merger and Release, as such may be amended, modified or supplemented from time to time, or one or more debt or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade letters of credit, or other forms of guarantees or assurances that one or more times Refinances, replaces, supplements, modifies or amends such credit facility. "Credit Facility Escrow Arrangements" means the escrow account and related agreements pursuant to which the proceeds of certain borrowings under the Credit Facility made by Finance Corp. or Finance Corp. II, as the case may be, prior to the Merger and Release will be placed into escrow until the initial closing under the Acquisition Agreement, at which time such borrowings will be assumed by RHD. -11- "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, currency option, synthetic cap or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Deadline" means January 31, 2003, or such earlier date that RHD determines not to pursue consummation of the Acquisition. "Debt" means, with respect to any Person on any date of determination (without duplication): (a) the principal of and premium (if any, but only in the event such premium has become due) in respect of: (1) debt of such Person for money borrowed, and (2) debt evidenced by Senior Subordinated Notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (b) all Capital Lease Obligations of such Person; (c) all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable for goods and services arising in the ordinary course of business); (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit, performance bonds or surety bonds securing obligations (other than obligations described in (a) through (c) above) provided in the ordinary course of business of such Person to the extent such letters of credit and bonds are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit or bond); (e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (measured, in each case, at the greatest of its voluntary or involuntary -12- maximum fixed repurchase price or liquidation value but excluding, in each case, any accrued dividends for any current period not yet payable); (f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee; (g) all obligations of the type referred to in clauses (a) through (f) above of other Persons, the payment of which is secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property or the amount of the obligation so secured; and (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). The amount of Debt of any Person at any date shall be the amount necessary to extinguish in full as of such date the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date including, without limitation, all interest that has been capitalized, and without giving effect to any call premiums in respect thereof. The amount of Debt represented by a Hedging Obligation shall be equal to: (1) zero if such Hedging Obligation has been Incurred pursuant to Section 4.09(c)(5),(6) or (7), or (2) the marked-to-market value of such Hedging Obligation to the counter-party thereof if not Incurred pursuant to such clauses. For purposes of this definition, the maximum fixed repurchase price of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Debt will be required to be determined pursuant to the indenture at its Fair Market Value if such price is based upon, or measured by, the fair market value of such Disqualified Stock; provided, however, that if such Disqualified Stock is not then permitted in accordance with the terms of such Disqualified Stock to be redeemed, repaid or repurchased, the redemption, repayment or repurchase price shall be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. -13- "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Depository" means, with respect to the Senior Subordinated Notes issued in the form of one or more Global Notes, The Depository Trust Company or another Person designated as Depository by the Company, which Person must be a clearing agency registered under the Exchange Act. "Designated Senior Debt" means: (1) the Debt under the Credit Facility; and (2) any other Senior Debt of the Company that, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25 million and is specifically designated by the Company in the instrument evidencing or governing such Senior Debt as "Designated Senior Debt" for purposes of this Indenture; provided that the Company shall so advise the Trustee. "Disqualified Stock" means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or upon the happening of an event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (c) convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock, on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Senior Subordinated Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a Change of Control occurring prior to the first anniversary of the Stated Maturity of the Senior Subordinated Notes shall not constitute Disqualified Stock if the change of control provisions applicable to such Disqualified Stock are no more favorable to the holders of such Capital Stock than the provisions of the indenture with respect to a Change of Control and such Capital Stock specifically -14- provides that the Company will not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company's completing a Change of Control Offer. "Disqualified Stock Dividends" means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Restricted Subsidiary. "EBITDA" means, for any period: (a) the sum of an amount equal to Consolidated Net Income for such period, plus (without duplication) the following to the extent Consolidated Net Income has been reduced thereby for such period: (1) the provisions for taxes based on income or profits or utilized in computing net loss, (2) Pro Forma Consolidated Interest Expense, (3) depreciation, (4) amortization, (5) non-recurring losses or expenses, and (6) any other non-cash items (provided that any such non-cash item that represents an accrual of or reserve for cash expenditures in any future period shall be deducted in such future period); minus (b) (x) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period) and (y) all non-recurring gains for such period. Notwithstanding the foregoing clause, the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income. "Escrow Agent" has the meaning set forth in the Escrow Agreement. "Escrow Agreement" means the escrow agreement dated the Issue Date among the Securities Intermediary, the Trustee, Finance Corp. and RHD relating to the Senior Subordinated Notes. -15- "Escrowed Property" means the funds to be held in escrow pursuant to the Escrow Agreement. "Euroclear" has the meaning set forth in Section 2.16. "Event of Default" has the meaning set forth in Section 6.01. "Excess Proceeds" has the meaning set forth in Section 4.12. "Exchange Act" means the U.S. Securities Exchange Act of 1934. "Exchange Offer" has the meaning set forth in Exhibit A. "Exchange Securities" has the meaning provided in the Registration Rights Agreement. "Existing Notes" means the $150.0 million in aggregate principal amount of RHD's 9-1/8% senior subordinated notes due 2008 issued under an indenture dated as of June 5, 1998 between RHD and The Bank of New York, as trustee, as supplemented by the First Supplemental Indenture, dated as of November 25, 2002 by and among RHD, The Bank of New York, as trustee and the guarantors thereto. "Fair Market Value" means, with respect to any Property, the price that could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, (a) if such Property has a Fair Market Value equal to or less than $5 million, by any Officer of the Company, or (b) if such Property has a Fair Market Value in excess of $5 million, by a majority of the Board of Directors of the Company and the Board of Directors of Parent and evidenced by a Board Resolution dated within 30 days of the relevant transaction. "Finance Corp. II" means R.H. Donnelley Finance Corporation II. "Foreign Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States, any State thereof or the District of Columbia. "GAAP" means United States generally accepted accounting principles as in effect on the Issue Date, including those set forth: -16- (a) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) in the statements and pronouncements of the Financial Accounting Standards Board, (c) in such other statements by such other entity as approved by a significant segment of the accounting profession, and (d) the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the Commission. "Global Notes" has the meaning set forth in Section 2.16. "Government Obligations" means any security issued or guaranteed as to principal or interest by the United States, or by a Person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to the authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing. "guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part); provided, however, that the term "guarantee" shall not include: (1) endorsements for collection or deposit in the ordinary course of business, or (2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of "Permitted Investment." -17- The term "guarantee" used as a verb has a corresponding meaning. The term "guarantor" shall mean any Person guaranteeing any obligation. "Guarantor Senior Debt" has the meaning set forth in Section 12.08. "Guarantee" means, individually, a Subsidiary Guarantee or a Parent Guarantee and collectively, the Subsidiary Guarantees and the Parent Guarantee. "Guarantors" means individually, Parent or a Subsidiary Guarantor and collectively, Parent and Subsidiary Guarantors. "Hedging Obligations" of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement. "Holders" means the Person in whose name a Senior Subordinated Note is registered on the Senior Subordinated Note register. "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and provided further, however, that amortization of debt discount, accrual or capitalization of dividends and interest, including the accrual of deferred accrued interest, the accretion of principal, and the payment of interest or dividends in the form of additional securities shall not, in any such case, be deemed to be the Incurrence of Debt, provided that in the case of Debt or Preferred Stock sold at a discount or for which interest or dividends is capitalized or accrued or accreted, the amount of such Debt or outstanding Preferred Stock Incurred shall at all times be the then current accreted value or shall include all capitalized interest. "Indenture" means this Indenture as amended, restated or supplemented from time to time. "Independent Financial Advisor" means an accounting, appraisal or investment banking firm of national standing or any third party appraiser or recognized expert with ex- -18- perience in appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required, provided that such firm or appraiser is not an Affiliate of the Company. "Initial Purchasers" means Salomon Smith Barney Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP Paribas Securities Corp., Fleet Securities, Inc. and ING Financial Markets LLC. "interest" means, with respect to the Senior Subordinated Notes, interest and Additional Interest. "Interest Payment Date" means June 15 and December 15 of each year. "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate option agreement, interest rate future agreement or other similar agreement designed to protect against fluctuations in interest rates. "Investment" by any Person means any loan (other than advances and extensions of credit and receivables in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person or acquired as part of the assets acquired in connection with an acquisition of assets otherwise permitted by the indenture), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) (excluding commission, travel and similar advances to officers and employees in the ordinary course of business) to, or Incurrence of a guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of Sections 4.10 and 4.15 and the definition of "Restricted Payment," "Investment" shall include the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary (proportionate to the Company's equity interest in such Subsidiary) of an amount (if positive) equal to: (a) the Company's "Investment" in such Subsidiary at the time of such redesignation, less (b) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in such Subsidiary at the time of such redesignation. -19- In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment. "Issue Date" means the date on which the Senior Subordinated Notes are initially issued (exclusive of any Additional Senior Subordinated Notes). "Legal Defeasance" has the meaning set forth in Section 9.01. "Legal Holiday" has the meaning set forth in Section 13.07. "Leverage Ratio" means the ratio of: (a) the outstanding Debt of the Company and the Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP, to (b) the LTM Pro Forma EBITDA. "Lien" means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any sale and leaseback transaction). "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four most recent consecutive fiscal quarters prior to the date of determination for which financial statements are available and have been filed with the Commission or the Trustee pursuant to Section 4.18. "Maturity Date" when used with respect to any Senior Subordinated Note, means the date on which the principal amount of such Senior Subordinated Note becomes due and payable as therein or herein provided. "Merger" means the merger of Finance Corp. with and into RHD to occur simultaneously with the Release. "Money Market Funds" means shares of an investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund, seeks to maintain a net asset value of $1.00 per share and has the highest investment rating by S&P and Moody's and, in either case, any successor rating agency thereto. -20- "Moody's" has the meaning set forth in the definition of "Temporary Cash Investments". "Net Available Cash" from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only, in each case, as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of: (a) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and all U.S. Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale, (b) all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale, (c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, (d) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel, accountants and investment bankers) related to such Asset Sale; and (e) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale including, without limitation, pension and other post-employment benefit liabilities, liabilities relating to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and any deductions relating to escrowed amounts. "Non-payment Default" has the meaning set forth in Section 12.02(b). "Non-recourse Debt" means debt as to which neither the Company nor any Restricted Subsidiary (a) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) -21- or is directly or indirectly liable (as a guarantor or otherwise) or as to which there is any recourse to the assets of the Company or its Restricted Subsidiaries; and (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or any Restricted Subsidiary to declare a default under such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. "Non-U.S. Person" means a Person who is not a U.S. person, as defined in Regulation S. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt, including any guarantees thereof, and in all cases whether direct or indirect, absolute or contingent, now outstanding or hereafter created, assumed or incurred and including, without limitation, interest accruing subsequent to the filing of a petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceedings at the rate provided in the relevant documentation, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing. "Offer Amount" has the meaning set forth in Section 4.12(g). "Offer Period" has the meaning set forth in Section 4.12(g). "Offering Memorandum" means the offering memorandum dated November 26, 2002 relating to the offering of Senior Subordinated Notes and Senior Notes issued on the Issue Date. "Officer" means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President, the Treasurer or the Secretary of the Company. "Officers' Certificate" means a certificate signed by an Officer of the Company, and delivered to the Trustee. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, the Parent, a Subsidiary Guarantor or the Trustee. "Parent" means R.H. Donnelley Corporation, a Delaware corporation. "Parent Guarantee" has the meaning set forth in Section 10.01. -22- "Paying Agent" has the meaning set forth in Section 2.04. "Payment Blockage Notice" has the meaning set forth in Section 12.02(b). "Payment Blockage Period" has the meaning set forth in Section 12.02(b). "Payment Default" means any default which occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, premium, if any, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt (including, without limitation, guarantees of the foregoing items which constitute such Senior Debt). "Permitted Asset Swap" means any transfer of properties or assets by the Company or any of its Restricted Subsidiaries in which at least 90% of the consideration received by the transferor consists of properties or assets (other than cash) that will be used in a Related Business; provided that the aggregate fair market value (as determined in good faith by the Board of Directors of the Company and the Board of Directors of Parent) of the Property or assets being transferred by the Company or such Restricted Subsidiary is not greater than the aggregate fair market value (as determined in good faith by the Board of Directors of the Company and the Board of Directors of Parent) of the Property or assets received by the Company or such Restricted Subsidiary in such exchange; provided that, with respect to any transaction or series of related transactions that constitute a Permitted Asset Swap with an aggregate fair market value in excess of $25.0 million, the Company, prior to consummation thereof, shall be required to obtain a written opinion from an Independent Financial Advisor to the effect that such transaction or series of related transactions are fair from a financial point of view to the Company and Restricted Subsidiaries, taken as a whole. "Permitted Debt" has the meaning set forth in Section 4.09. "Permitted Investment" means any Investment by the Company or a Restricted Subsidiary in: (a) the Company, any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business, including, without limitation, the Acquisition and the transactions contemplated thereby, (b) Temporary Cash Investments, (c) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may in- -23- clude such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances, (d) payroll, travel, commission and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business, (e) loans and advances to employees, directors and consultants made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $10 million at any one time outstanding, (f) stock, obligations or other securities received in settlement or good faith compromise of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor, (g) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.12, (h) the Senior Subordinated Notes and, if issued, any Additional Senior Subordinated Notes, (i) Interest Rate Agreements, Currency Exchange Protection Agreements, Hedging Obligations and Commodity Price Protection Agreement, in each case, permitted under Section 4.09, (j) Investments in existence on the date of the indenture (including the Existing Notes) and any permitted Refinancing thereof, (k) a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment consists of the transfer of Receivables and Related Assets, (l) in any Person to the extent that the consideration for such Investment consists of Capital Stock of the Company, (m) Investments in prepaid expenses, negotiable instruments held for collection and lease utility and worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business, -24- (n) other Investments that do not exceed $50 million outstanding at any one time in the aggregate, (o) Investments in joint ventures engaged in a Related Business that do not exceed $100 million outstanding at any one time in the aggregate, (p) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (1) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (2) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or such other transfer of title with respect to any secured Investment in default, (q) a Securitization Entity or any Investment by Securitization Entity in any other Person, in each case in connection with a Qualified Securitization Transaction, provided, however, that any Investment in a Securitization Entity in the form of (1) a Purchase Money Note; (2) any equity interests; (3) obligations of the Securitization Entity to pay the purchase price for assets transferred to it; or (4) interests in accounts receivable generated by the Company or Restricted Subsidiary and transferred to any Person in connection with a Qualified Securitization Transaction or any such Person owning such amounts receivable, and (r) negotiable instruments held for deposit or collection in the ordinary course of business. "Permitted Refinancing Debt" means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: (a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) and any accrued but unpaid interest then outstanding of the Debt being Refinanced, and (2) an amount necessary to pay any fees and expenses, including premiums, tender and defeasance costs, related to such Refinancing, (b) in the case of the Refinancing of term Debt, the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced, -25- (c) in the case of the Refinancing of term Debt, the Stated Maturity of the Debt being Incurred is no earlier than the Stated Maturity of the Debt being Refinanced, and (d) in the case of the Refinancing of Debt of the Company or a Subsidiary Guarantor: (1) the new Debt shall not be senior in right of payment of the Debt being Refinanced; and (2) if the Debt being Refinanced constitutes Subordinated Obligations of the Company or a Subsidiary Guarantor, the new Debt shall be subordinated to the Senior Subordinated Notes or the relevant Guarantee, as applicable, at least to the same extent as the Subordinated Obligations; provided, however, that Permitted Refinancing Debt shall not include: (x) Debt of a Restricted Subsidiary (other than a Subsidiary Guarantor) that Refinances Debt of the Company or a Subsidiary Guarantor, or (y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary. "Person" means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Physical Notes" means certificated Senior Subordinated Notes in registered form in substantially the form set forth in Exhibit A. "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person. "Preferred Stock Dividends" means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. "Prepayment Offer" has the meaning set forth in Section 4.12(d). -26- "Private Placement Legend" means the legend initially set forth on the Rule 144A Senior Subordinated Notes and Other Senior Subordinated Notes that are Restricted Senior Subordinated Notes in the form set forth in Exhibit B. "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms hereof a calculation performed in accordance with the terms of the indenture and (to the extent not conflicting with such terms) Article 11 of Regulation S-X promulgated under the Securities Act (as in effect on the Issue Date). "Pro Forma Consolidated Interest Expense" means, with respect to any period, Consolidated Interest Expense adjusted (without duplication) to give pro forma effect to any Incurrence of Debt that remains outstanding at the end of the period or any Repayment of Debt since the beginning of the relevant period as if such Incurrence or Repayment had occurred on the first day of such period. If any Debt bears a floating or fluctuating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating or fluctuating rate of interest on the date of determination were in effect for the whole period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement had when entered into a term of at least 12 months or, if shorter, the term of the Debt). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale. "Pro Forma EBITDA" means, for any period, the EBITDA of the Company and its consolidated Restricted Subsidiaries after making the following adjustments: (a) pro forma effect shall be given to any Asset Sales or Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or any other acquisition of Property at any time on or subsequent to the first day of the period and on or prior to the date of determination as if such Asset Sale, Investment or other acquisition had occurred on the first day of the period. Any such pro forma calculations may include operating expense reductions (net of associated expenses) for such period resulting from the acquisition or other Investment which is being given pro forma effect that would be permitted pursuant to Rule 11-02 of Regulation S-X under the Securities Act (as in effect on the Issue Date). In addition, since the beginning of the period, if any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of the period shall have made any Investment in any Person or made any acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then Pro Forma EBITDA shall be calculated -27- giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable period; and (b) in the event that pro forma effect is being given to any Repayment of Debt, Pro Forma EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt. "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its Fair Market Value. "Purchase Date" has the meaning set forth in Section 4.12(f). "Purchase Money Debt" means Debt secured by a Lien: (a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and (b) Incurred to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto; provided, however, that such Debt is Incurred within 180 days after the acquisition, completion of the construction or lease of such Property by the Company or such Restricted Subsidiary. "Qualified Equity Offering" means any public or private offering for cash of Capital Stock (other than Disqualified Stock) of Parent or RHD other than (i) public offerings of Capital Stock registered on Form S-8 or (ii) other issuances upon the exercise of options of employees of Parent, RHD or any of their respective Subsidiaries. "Qualified Institutional Buyer" or "QIB" shall have the meaning specified in Rule 144A promulgated under the Securities Act. -28- "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Securitization Entity (in the case of a transfer by the Company or of any Restricted Subsidiary) and (b) any other Person (in the case of a transfer by a Securitization Entity), or may grant a security interest in, Receivables and Related Assets. "Receivables and Related Assets" means any account receivable (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable. "Redemption Date" when used with respect to any Senior Subordinated Note to be redeemed pursuant to paragraph 5 of the Senior Subordinated Notes means the date fixed for such redemption pursuant to the terms of the Senior Subordinated Notes. "Refinance" means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and "Refinancing" shall have correlative meanings. "Registrar" has the meaning set forth in Section 2.04. "Registration Rights Agreement" means the registration rights agreement, dated the Issue Date, among RHD, Parent, R.H. Donnelley APIL, Inc., R.H. Donnelley CD Inc., Get Digital Smart.com, Inc., R.H. Donnelley Acquisitions, Inc. and the Initial Purchasers. "Regulation S" means Regulation S promulgated under the Securities Act. "Regulation S Global Note" has the meaning set forth in Section 2.16. "Regulation S Notes" has the meaning set forth in Section 2.02. "Related Business" means any business that is related, ancillary or complementary to the business of RHD or any of its Subsidiaries on the Issue Date or any reasonable extension, development or expansion of the business of RHD or its Subsidiaries, including the businesses acquired pursuant to the Acquisition. "Release" means the release of the Escrowed Property pursuant to the Escrow Agreement. -29- "Release Time" has the meaning set forth in Section 3(a) of the Escrow Agreement. "Release Date Supplemental Indenture" has the meaning set forth in Section 8.01. "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid" shall have correlative meanings. "Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt. "Required Filing Dates" has the meaning set forth in Section 4.18. "Responsible Officer" shall mean, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee including any vice president, assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, and to whom any corporate trust matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Restricted Global Notes" has the meaning set forth in Section 2.16. "Restricted Payment" means: (a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid by the Company or any Restricted Subsidiary on or with respect to any shares of Capital Stock of Parent, the Company or any Restricted Subsidiary, except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company or in options, warrants or other rights to acquire shares of Capital Stock (other than Disqualified Stock) of the Company; -30- (b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of Parent, the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transactions) or securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock); (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition); (d) any Investment (other than Permitted Investments and guarantees by Restricted Subsidiaries of Debt Incurred pursuant to Section 4.09) in any Person; or (e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person (other than the Company or another Restricted Subsidiary) if the result thereof is that such Restricted Subsidiary shall cease to be a Subsidiary of the Company, in which event the amount of such "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries. "Restricted Period" has the meaning set forth in Section 2.07. "Restricted Senior Subordinated Note" has the same meaning as "Restricted Security" set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Senior Subordinated Note is a Restricted Senior Subordinated Note. "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary. "Revenue Participation Agreement" means the revenue participation agreement dated August 19, 1997 by and between Apil Partners Partnership, an Illinois general partnership and Parent. "RHD" means R.H. Donnelley Inc., a Delaware corporation. "Rule 144" means Rule 144 promulgated under the Securities Act. -31- "Rule 144A" means Rule 144A promulgated under the Securities Act. "Rule 144A Senior Subordinated Notes" has the meaning set forth in Section 2.02. "SEC" means the U.S. Securities and Exchange Commission. "Securities Account Control Agreement" means the securities account control agreement dated the Issue Date among Finance Corp., the Securities Intermediary and the Trustee relating to the Escrow Agreement. "Securities Act" means the U.S. Securities Act of 1933. "Securitization Entity" means a Wholly Owned Restricted Subsidiary (or a Wholly Owned Subsidiary of another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers Receivables and Related Assets) that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and: (a) no portion of the Debt or any other obligations (contingent or otherwise) of which: (1) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (2) is recourse to or obligates the Company or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or (3) subjects any Property or asset of the Company or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (b) with which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity; and -32- (c) to which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers' Certificate certifying that the designation complied with the preceding conditions and was permitted by this Indenture. "Securities Intermediary" has the meaning assigned to such term in the Escrow Agreement. "Security Documents" means the Escrow Agreement and the Securities Account Control Agreement. "Senior Debt" means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Debt of the Company or a Subsidiary Guarantor, as the case may be, whether outstanding on the Issue Date or thereafter created, Incurred or assumed and any amendments, renewals, modifications, extensions, refinancings and refundings of such Debt, unless, in the case of any particular Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Debt shall not be senior in right of payment to the Senior Subordinated Debt. Without limiting the generality of the foregoing, "Senior Debt" shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on and all other amounts owing in respect of: (1) all monetary obligations (including guarantees thereof) of every nature of the Company, Parent or a Subsidiary Guarantor under the Credit Facility, including, without limitation, obligations (including guarantees) to pay principal, premium (if any), any interest, reimbursement obligations under letters of credit, fees, expenses and indemnities; (2) all obligations under Interest Rate Agreements (including guarantees thereof); (3) all obligations under Currency Exchange Protection Agreements (including guarantees thereof); -33- (4) all obligations under Commodity Price Protection Agreements (including guarantees thereof) in each case whether outstanding on the Issue Date or thereafter Incurred; and (5) the Senior Notes (or any guarantees thereof). Notwithstanding the foregoing, "Senior Debt" shall not include: (1) any Debt of the Company to a Subsidiary of the Company or any Debt of a Subsidiary Guarantor to the Company or another Subsidiary of the Company; (2) any Debt to, or guaranteed on behalf of, any director, officer or employee, in such capacities of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation); (3) Debt to trade creditors and other amounts Incurred (but not under the Credit Facility) in connection with obtaining goods, materials or services including, without limitation, accounts payable; (4) obligations in respect of any Capital Stock, including Disqualified Stock; (5) any liability for federal, state, local or other taxes owed or owing by the Company or any Subsidiary Guarantor; (6) that portion of any Debt Incurred in violation of this Indenture; (7) Debt that, when Incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the issuer of such Debt; and (8) any Debt that is, by its express terms, subordinated in right of payment to any other Debt of the Company or a Subsidiary Guarantor. "Senior Notes" means the $325 million in aggregate principal amount of 8-7/8% senior notes due 2010 that are being offered by Finance Corp. pursuant to the Offering Memorandum. "Senior Notes Escrow Arrangements" means the escrow arrangements described in Section 3.07. "Senior Subordinated Debt" means (i) with respect to the Company, the Senior Subordinated Notes, the Existing Senior Subordinated Notes and any other Debt of the Com- -34- pany that specifically provides that such Debt is to have the same rank as the Senior Subordinated Notes in right of payment and is not subordinated by its terms in right of payment to any Debt or other obligation of the Company which is not Senior Debt and (ii) with respect to any Subsidiary Guarantor, the Subsidiary Guarantees and any other Debt of such Subsidiary Guarantors that specifically provides that such Debt is to have the same rank as Guarantees of the Senior Subordinated Notes in right of payment and is not subordinated by its terms in right or payment to any Debt or other obligation of such Subsidiary Guarantor which is not Senior Debt. "Senior Subordinated Notes" means the 10-7/8% Senior Subordinated Notes due 2012 issued by the Company, including, without limitation, the Exchange Securities, treated as a single class of securities, as amended from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture. "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. "Special Mandatory Redemption" has the meaning set forth in Section 3.07. "Special Mandatory Redemption Date" has the meaning set forth in Section 3.07. "Special Mandatory Redemption Price" means (a)(i) $454,500,000 (which amount is equal to 101% of $450,000,000 of Senior Subordinated Notes plus (ii) $150,000,000 (which amount is equal to 100% of $150,000,000 of Senior Subordinated Notes plus (b) the accrued and unpaid interest on the Senior Subordinated Notes from and including the Issue Date to but excluding the Special Mandatory Redemption Date. "Special Pro Rata Redemption" has the meaning set forth in Section 3.11. "Special Pro Rata Redemption Date" has the meaning set forth in Section 3.11. "Special Pro Rata Redemption Price" has the meaning set forth in Section 3.11. "Special Pro Rata Redemption Trigger" has the meaning set forth in Section 3.11. "S&P" has the meaning set forth in the definition of "Temporary Cash Investments." "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are -35- reasonably customary in an accounts receivable securitization transaction, including, without limitation, servicing of the obligations thereunder. "Stated Maturity" means (a) with respect to any debt security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the Company unless such contingency has occurred) and (b) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable. "Subordinated Obligation" means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Senior Subordinated Notes or such Subsidiary Guarantee pursuant to a written agreement to that effect (for the avoidance of doubt, the Existing Notes (as in effect on the Issue Date) shall not be deemed to be Subordinated Obligations). "Subsidiary" means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by: (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person. "Subsidiary Guarantee" means a Guarantee on the terms set forth in Article Ten of this Indenture by a Subsidiary Guarantor of the Company's obligations with respect to the Senior Subordinated Notes. "Subsidiary Guarantor" means all of the Subsidiaries of RHD and all of the Subsidiaries of Parent as of the date of the Release (after giving effect to the consummation of the Acquisition) and each Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.19, in each case until such time as such Subsidiary Guarantor shall be released in accordance with Section 10.03. "Surviving Person" has the meaning set forth in Section 5.01. -36- "Temporary Cash Investments" means: (1) any Government Obligation, maturing not more than one year after the date of acquisition, issued by the United States or an instrumentality or agency thereof, and constituting a general obligation of the United States; (2) any certificate of deposit, maturing not more than one year after the date of acquisition, issued by, or time deposit of, a commercial banking institution that is a member of the U.S. Federal Reserve System and that has combined capital and surplus and undivided profits of not less than $500 million, whose debt has a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's Investors Service, Inc. ("Moody's") or any successor rating agency or "A-1" (or higher) according to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), or any successor rating agency (or, in the case of foreign Subsidiaries of the Company, any local office of any commercial bank organized under the laws of the relevant jurisdiction or any political subdivision thereof which has a combined capital surplus and undivided profits in excess of $500 million (or the foreign currency equivalent thereof); (3) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United States, any state thereof or the District of Columbia with a rating, at the time as of which any investment therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; (4) any money market deposit accounts issued or offered by a commercial bank organized in the United States having capital and surplus and undivided profits in excess of $500 million; provided that the short-term debt of such commercial bank has a rating, at the time of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; (5) repurchase obligations and reverse repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) or (2) entered into with a bank meeting the qualifications described in clause (2) above; (6) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least "A-1" by S&P or "P-1" by Moody's; -37- (7) interests in funds investing substantially all their assets in securities of the types described in clauses (1) through (6); and (8) interests in mutual funds with a rating of AAA-- or higher that invest all of their assets in short-term securities, instruments and obligations which carry a minimum rating of "A-2" or "P-2" and which are managed by a bank meeting the qualifications in clause (2) above. "Tender Offer" means the tender offer, and related exit consent solicitation, to repurchase the Existing Notes with certain of the proceeds of the Senior Subordinated Notes described in the Offering Memorandum. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.03). "Transactions" means the Merger, the Release, the consummation of the Acquisition, the closing of the Credit Facility on the date of the Release (and the concurrent release of any funds held in escrow under the Credit Facility), the release of the escrow funds RHD pursuant to the Senior Notes Escrow Arrangements and the consummation of the private equity investment in Parent. "Trustee" means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor. "Unrestricted Subsidiary" means: (a) any Subsidiary of the Company that at the time of determination will be designated as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.15 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and (b) any Subsidiary of an Unrestricted Subsidiary. "Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors' qualifying shares and shares required by applicable law to be held by a person other than the Company or a Restricted Subsidiary) is -38- at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries. SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Senior Subordinated Notes. "indenture securityholder" means a holder or noteholder. "indenture to be qualified" means this Indenture. "obligor on this indenture securities" means the Company, the Guarantors or any other obligor on the Senior Subordinated Notes. All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission rule have the meanings therein assigned to them. SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it herein, whether defined expressly or by reference; (2) "or" is not exclusive; (3) words in the singular include the plural, and in the plural include the singular; (4) words used herein implying any gender shall apply to both genders; (5) "herein," "hereof" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subsection; (6) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial -39- statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect on the Issue Date; (7) "$," "U.S. Dollars" and "United States Dollars" each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts; and (8) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Interest to the extent that, in such context, Additional Interest, was or would be payable in respect thereof. ARTICLE TWO THE SECURITIES SECTION 2.01. Amount of Notes. The Trustee shall initially authenticate Senior Subordinated Notes for original issue on the Issue Date in an aggregate principal amount of $600 million upon a written order of the Company in the form of an Officers' Certificate of the Company (other than as provided in Section 2.08). The Trustee shall authenticate additional Senior Subordinated Notes ("Additional Senior Subordinated Notes") thereafter in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.09) for original issue upon a written order of the Company in the form of an Officers' Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.08). Each such written order shall specify the amount of Senior Subordinated Notes to be authenticated and the date on which the Senior Subordinated Notes are to be authenticated. SECTION 2.02. Form and Dating. The Senior Subordinated Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Senior Subordinated Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Without limiting the generality of the foregoing, Senior Subordinated Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A ("Rule 144A Senior Subordinated Notes") shall bear the legend and include the form of assignment set forth in Exhibit B, Senior Subordinated Notes offered and sold in offshore transactions in reliance on Regulation -40- S ("Regulation S Notes") shall bear the legend and include the form of assignment set forth in Exhibit C. Each Senior Subordinated Note shall be dated the date of its authentication. The terms and provisions contained in the Senior Subordinated Notes shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Senior Subordinated Notes may be presented for registration of transfer and exchange at the offices of the Registrar. SECTION 2.03. Execution and Authentication. The Senior Subordinated Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Subordinated Notes may be manual or facsimile. If an Officer whose signature is on a Senior Subordinated Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note, the Senior Subordinated Note shall be valid nevertheless. No Senior Subordinated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Subordinated Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Senior Subordinated Note shall be conclusive evidence, and the only evidence, that such Senior Subordinated Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Subordinated Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Subordinated Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Senior Subordinated Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and integral multiples of $1,000. SECTION 2.04. Registrar and Paying Agent. The Company shall maintain an office or agency where Senior Subordinated Notes may be presented for registration of transfer or for exchange (the "Registrar"), and an office or agency where Senior Subordinated Notes may be presented for payment (the "Paying -41- Agent") and an office or agency where notices and demands to or upon the Company, if any, in respect of the Senior Subordinated Notes and this Indenture may be served. The Registrar shall keep a register of the Senior Subordinated Notes and of their transfer and exchange. The Company may have one or more additional Paying Agents. The term "Paying Agent" includes any additional Paying Agent. The Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Senior Subordinated Notes and this Indenture and the Company may change the Paying Agent without prior notice to the Holders and the Company or any of its Subsidiaries may act as Paying Agent. The Company or any of its Subsidiaries may act as Paying Agent. SECTION 2.05. Paying Agent To Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium or interest on the Senior Subordinated Notes (whether such money has been paid to it by the Company or any other obligor on the Senior Subordinated Notes or the Guarantors), and the Company and the Paying Agent shall notify the Trustee of any default by the Company (or any other obligor on the Senior Subordinated Notes) in making any such payment. Money held in trust by the Paying Agent need not be segregated except as required by law and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder, provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default specified in Section 6.01(1) or (2), upon written request to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, the Paying Agent shall have no further liability for the money delivered to the Trustee. -42- SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, provided that, as long as the Trustee is the Registrar, no such list need be furnished. SECTION 2.07. Transfer and Exchange. Subject to Sections 2.16 and 2.17, when Senior Subordinated Notes are presented to the Registrar with a request from the Holder of such Senior Subordinated Notes to register a transfer or to exchange them for an equal principal amount of Senior Subordinated Notes of other authorized denominations, the Registrar shall register the transfer as requested. Every Senior Subordinated Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Senior Subordinated Notes (and the Subsidiary Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required to exchange or register a transfer of any Senior Subordinated Note for a period of 15 days immediately preceding the redemption of Senior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws. -43- SECTION 2.08. Replacement Senior Subordinated Notes. If a mutilated Senior Subordinated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Senior Subordinated Note claims that the Senior Subordinated Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Senior Subordinated Note (and the Guarantors shall execute the guarantee thereon) if the Holder of such Senior Subordinated Note furnishes to the Company and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Senior Subordinated Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Company, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Company, the Subsidiary Guarantors, the Trustee or any Paying Agent from any loss that any of them may suffer if such Senior Subordinated Note is replaced. The Company may charge such Holder for the Company's reasonable out-of-pocket expenses in replacing such Senior Subordinated Note and the Trustee may charge the Company for the Trustee's expenses (including, without limitation, attorneys' fees and disbursements) in replacing such Senior Subordinated Note. Every replacement Senior Subordinated Note shall constitute a contractual obligation of the Company. SECTION 2.09. Outstanding Senior Subordinated Notes. The Senior Subordinated Notes outstanding at any time are all Senior Subordinated Notes that have been authenticated by the Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those Senior Subordinated Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Senior Subordinated Note does not cease to be outstanding because the Company or one of its Affiliates holds the Senior Subordinated Note. If a Senior Subordinated Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Senior Subordinated Note is held by a bona fide purchaser in whose hands such Senior Subordinated Note is a legal, valid and binding obligation of the Company. If the Paying Agent holds, in its capacity as such, on any Maturity Date, money sufficient to pay all accrued interest and principal with respect to the Senior Subordinated Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Senior Subordinated Notes cease to be outstanding and interest on them ceases to accrue. -44- SECTION 2.10. Treasury Notes. In determining whether the Holders of the required principal amount of Senior Subordinated Notes have concurred in any declaration of acceleration or notice of default or direction, waiver or consent or any amendment, modification or other change to this Indenture, Senior Subordinated Notes owned by the Company or any other Affiliate of the Company shall be disregarded as though they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Senior Subordinated Notes as to which a Responsible Officer of the Trustee has actually received an Officers' Certificate stating that such Senior Subordinated Notes are so owned shall be so disregarded. Senior Subordinated Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee established to the satisfaction of the Trustee the pledgee's right so to act with respect to the Senior Subordinated Notes and that the pledgee is not an Issuer, a Guarantor, any other obligor on the Senior Subordinated Notes or any of their respective Affiliates. SECTION 2.11. Temporary Senior Subordinated Notes. Until definitive Senior Subordinated Notes are prepared and ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Senior Subordinated Notes. Temporary Senior Subordinated Notes shall be substantially in the form of definitive Senior Subordinated Notes but may have variations that the Company considers appropriate for temporary Senior Subordinated Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Senior Subordinated Notes in exchange for temporary Senior Subordinated Notes. Until such exchange, temporary Senior Subordinated Notes shall be entitled to the same rights, benefits and privileges as definitive Senior Subordinated Notes. SECTION 2.12. Cancellation. The Company at any time may deliver Senior Subordinated Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Senior Subordinated Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Senior Subordinated Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall deliver such canceled Senior Subordinated Notes to the Company. The Company may not reissue or resell, or issue new Senior Subordinated Notes to replace, Senior Subordinated Notes that the Company has redeemed or paid, or that have been delivered to the Trustee for cancellation. -45- SECTION 2.13. Defaulted Interest. If the Company defaults on a payment of interest on the Senior Subordinated Notes, it shall pay the defaulted interest, plus (to the extent permitted by law) any interest payable on the defaulted interest, in accordance with the terms hereof, to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Company shall fix such special record date and payment date in a manner satisfactory to the Trustee. At least 10 days before such special record date, the Company shall mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest, and interest payable on defaulted interest, if any, to be paid. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Senior Subordinated Notes may be listed and, upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this sentence, such manner of payment shall be deemed practicable by the Trustee. SECTION 2.14. CUSIP Number. The Company in issuing the Senior Subordinated Notes may use a "CUSIP" number, and if so, such CUSIP number shall be included in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Senior Subordinated Notes, and that reliance may be placed only on the other identification numbers printed on the Senior Subordinated Notes. The Company shall promptly notify the Trustee of any such CUSIP number used by the Company in connection with the issuance of the Senior Subordinated Notes and of any change in the CUSIP number. SECTION 2.15. Deposit of Moneys. Prior to 10:00 a.m., New York City time, on each Interest Payment Date and Maturity Date, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date or Maturity Date, as the case may be, in a timely manner which permits the Trustee to remit payment to the Holders on such Interest Payment Date or Maturity Date, as the case may be. The principal and interest on Global Notes shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Notes represented thereby. The principal and interest on Physical Notes shall be payable, either in person or by mail, at the office of the Paying Agent. -46- SECTION 2.16. Book-Entry Provisions for Global Notes. (a) Rule 144A Senior Subordinated Notes shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the "Restricted Global Notes"). Regulation S Notes initially shall be represented by one or more Notes in registered, global form without interest coupons (collectively, the "Regulation S Global Note," and, together with the Restricted Global Note and any other global notes representing Notes, the "Global Notes"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Clearstream Banking Luxembourg ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Senior Subordinated Note. (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.17. In addition, a Global Note shall be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and with respect to (x) or (y) the Company thereupon fails to appoint a successor depository within 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Notes in exchange for any or all of Senior Subordinated Notes represented by the Global Notes or (iii) there shall have occurred and be continuing an Event of Default with respect to the Senior Subordinated Notes. In all cases, Physical Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository (in accordance with its customary procedures). -47- (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in the Global Notes, an equal aggregate principal amount of Physical Notes of authorized denominations. (e) Any Physical Note constituting a Restricted Senior Subordinated Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a) and (c) of Section 2.17, bear the Private Placement Legend or, in the case of the Regulation S Global Note, the legend set forth in Exhibit C, in each case, unless the Company determine otherwise in compliance with applicable law. (f) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (g) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Senior Subordinated Notes. SECTION 2.17. Special Transfer Provisions. (a) Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of a Senior Subordinated Note constituting a Restricted Senior Subordinated Note to a QIB (excluding transfers to Non-U.S. Persons): -48- (i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on such Holder's Senior Subordinated Note stating, or to a transferee who has advised the Company and the Registrar in writing, that it is purchasing the Senior Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the proposed transferee is an Agent Member, and the Senior Subordinated Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Registrar of instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. (b) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Senior Subordinated Note constituting a Restricted Senior Subordinated Note to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person: (i) the Registrar shall register the transfer of any Senior Subordinated Note constituting a Restricted Senior Subordinated Note whether or not such Senior Subordinated Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Senior Subordinated Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date) or (y)(1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit G hereto and any legal opinions and certifications required thereby or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit E hereto; and (ii) if the proposed transferor is a Participant holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the certificate, if any, required by Section 2.17(b)(i) and (y) written instructions given in accordance with the Deposi- -49- tary's and the Registrar's procedures; whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred and (b) the Company shall execute and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount; and (iii) in the case of a transfer to a Non-U.S. Person, if the proposed transferee is a Participant, and the Senior Subordinated Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in a Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. (c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Senior Subordinated Notes not bearing the Private Placement Legend, the Registrar shall deliver Senior Subordinated Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Senior Subordinated Notes bearing the Private Placement Legend, the Registrar shall deliver only Senior Subordinated Notes that bear the Private Placement Legend unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) such Senior Subordinated Note has been sold pursuant to an effective registration statement under the Securities Act and the Registrar has received an Officers' Certificate from the Company to such effect or (iii) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor an Affiliate of the Company has held any beneficial interest in such Senior Subordinated Note or portion thereof at any time since the Issue Date). (d) General. By its acceptance of any Senior Subordinated Note bearing the Private Placement Legend, each Holder of such Senior Subordinated Note acknowledges the restrictions on transfer of such Senior Subordinated Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Senior Subordinated Note only as provided in this Indenture. (e) Certain Transfers in Connection with and After the Exchange Offer under the Registration Rights Agreement. Notwithstanding any other provision of this Indenture: -50- (i) no Exchange Securities may be exchanged by the Holder thereof for a Senior Subordinated Note issued on the Issue Date; (ii) accrued and unpaid interest on the Senior Subordinated Notes issued on the Issue Date being exchanged in the Exchange Offer shall be due and payable on the next Interest Payment Date for the Exchange Securities following the Exchange Offer and shall be paid to the Holder on the relevant record date of the Exchange Securities issued in respect of the Senior Subordinated Note issued on the Issue Date being exchanged; and (iii) interest on the Senior Subordinated Note issued on the Issue Date being exchanged in the Exchange Offer shall cease to accrue on the date of completion of the Exchange Offer and interest on the Exchange Securities to be issued in the Exchange Offer shall accrue from the date of the completion of the Exchange Offer. The Registrar shall retain for a period of two years copies of all letters, notices and other written communications received pursuant to Section 2.16 or this Section 2.17. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable notice to the Registrar. SECTION 2.18. Computation of Interest. Interest on the Senior Subordinated Notes shall be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. ARTICLE THREE REDEMPTION SECTION 3.01. Election To Redeem; Notices to Trustee. If the Company elects to redeem Senior Subordinated Notes pursuant to paragraph 5 of the Senior Subordinated Notes, at least 30 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 60 days before the Redemption Date, the Company shall notify the Trustee in writing of the Redemption Date, the principal amount of Senior Subordinated Notes to be redeemed and the redemption price, and deliver to the Trustee, no later than two Business Days prior to the Redemption Date, an Officers' Certificate stating that such redemption will comply with the conditions contained in paragraph 5 of the Senior Subordinated Notes. Notice given to the Trustee pur- -51- suant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03. SECTION 3.02. Selection by Trustee of Senior Subordinated Notes To Be Redeemed. The Trustee shall select the Senior Subordinated Notes to be redeemed, if the Senior Subordinated Notes are then listed on a national securities exchange, in accordance with the rules of such exchange or, if the Senior Subordinated Notes are not so listed, either on a pro rata basis or by lot, or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate; provided that, in the case of a redemption pursuant to paragraphs 5 and 7 of the Senior Subordinated Notes, the Trustee shall select the Senior Subordinated Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository). The Trustee shall promptly notify the Company of the Senior Subordinated Notes selected for redemption and, in the case of any Senior Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may select for redemption portions of the principal of the Senior Subordinated Notes that have denominations larger than $1,000. For redemptions pursuant to paragraphs 5 and 7 of the Senior Subordinated Notes, Senior Subordinated Notes and portions thereof the Trustee selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For all purposes of this Indenture unless the context otherwise requires, provisions of this Indenture that apply to Senior Subordinated Notes called for redemption also apply to portions of Senior Subordinated Notes called for redemption. In the event the Company is requested to make a Change of Control Offer or Offer to Purchase and the amounts available for any such offer is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company any remaining funds, which in no event shall exceed $1,000. SECTION 3.03. Notice of Redemption. At least 30 days, and no more than 60 days, before a Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Senior Subordinated Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04. The notice shall identify the Senior Subordinated Notes to be redeemed (including the CUSIP numbers thereof) and shall state: (1) the Redemption Date; (2) the appropriate calculation of the redemption price; -52- (3) if fewer than all outstanding Senior Subordinated Notes are to be redeemed in part, the portion of the principal amount of such Senior Subordinated Note to be redeemed and that, after the Redemption Date and upon surrender of such Senior Subordinated Note, a new Senior Subordinated Note or Senior Subordinated Notes in principal amount equal to the unredeemed portion will be issued; (4) the name and address of the Paying Agent; (5) that Senior Subordinated Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (6) that unless the Company defaults in making the redemption payment, interest on Senior Subordinated Notes called for redemption ceases to accrue on and after the Redemption Date; (7) whether subsection (a) or (b) of the Senior Subordinated Notes is the provision of the Senior Subordinated Notes pursuant to which the redemption is occurring; and (8) the aggregate principal amount of Senior Subordinated Notes that are being redeemed. At the Company's written request made at least five Business Days prior to the date on which notice is to be given, the Trustee shall give the notice of redemption in the Company's name and at the Company's sole expense. SECTION 3.04. Effect of Notice of Redemption. Once the notice of redemption described in Section 3.03 is mailed, Senior Subordinated Notes called for redemption become due and payable on the Redemption Date and at the redemption price, including any premium, plus interest accrued to the Redemption Date. Upon surrender to the Paying Agent, such Senior Subordinated Notes shall be paid at the redemption price, including any premium, plus interest accrued to the Redemption Date; provided that if the Redemption Date is after a regular record date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Senior Subordinated Notes registered on the relevant record date; and provided, further, that if a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding Business Day and no interest shall accrue for the period from such Redemption Date to such succeeding Business Day. Such notice, if mailed in the manner provided in Section 3.03 shall be conclusively presumed to have been given whether or not the Holder receives such notice. -53- SECTION 3.05. Deposit of Redemption Price. On or prior to 10:00 a.m., New York City time, on each Redemption Date, the Company shall deposit with the Paying Agent in immediately available funds money sufficient to pay the redemption price of, including premium, if any, and accrued interest on all Senior Subordinated Notes to be redeemed on that date other than Senior Subordinated Notes or portions thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation. On and after any Redemption Date, if money sufficient to pay the redemption price of, including premium, if any, and accrued interest on Senior Subordinated Notes called for redemption shall have been made available in accordance with the immediately preceding paragraph, the Senior Subordinated Notes called for redemption will cease to accrue interest and the only right of the Holders of such Senior Subordinated Notes will be to receive payment of the redemption price of and, subject to the first proviso in Section 3.04, accrued and unpaid interest on such Senior Subordinated Notes to the Redemption Date. If any Senior Subordinated Note surrendered for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Senior Subordinated Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Senior Subordinated Notes. SECTION 3.06. Senior Subordinated Notes Redeemed in Part. Upon surrender of a Senior Subordinated Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof a new Senior Subordinated Note equal in principal amount to the unredeemed portion of the original Senior Subordinated Note in the name of the Holder upon cancellation of the original Senior Subordinated Note surrendered except that if a Global Note is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the Depository, a new Global Note in denomination equal to and in exchange for the unredeemed portion of the principal of the Global Note so surrendered. SECTION 3.07. Special Mandatory Redemption; Notices to Trustee and Securities Intermediary. If the Merger and Release have not occurred on or before 5:00 p.m., New York City time, on the Deadline, the Company will, on a Business Day not more than ten Business Days following the Deadline (the "Special Mandatory Redemption Date"), notify the Trustee thereof and deliver to the Trustee an Officers' Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Senior Subordinated Notes (the "Special Mandatory Redemption") and setting forth the Special Mandatory Redemption Price applicable to such Special Mandatory Redemption (provided that the Special Mandatory Re- -54- demption Price shall be allocated among all Holders on a pro rata basis). Simultaneously with the giving of such notice by the Company to the Trustee, the Company shall notify the Securities Intermediary thereof pursuant to Section 3(a) of the Escrow Agreement. SECTION 3.08. Notice of Special Mandatory Redemption to Holders. Notice of the Special Mandatory Redemption will be promptly mailed by first class mail by the Company to each Holder of Senior Subordinated Notes at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04. The notice shall state that all the Senior Subordinated Notes will be redeemed (including the CUSIP numbers thereof) and shall state: (1) the Special Mandatory Redemption Date; (2) the Special Mandatory Redemption Price; (3) the name and address of the Paying Agent; (4) that Senior Subordinated Notes must be surrendered to the Paying Agent to collect the redemption price; (5) that unless the Company defaults in making the redemption payment, interest on the Senior Subordinated Notes ceases to accrue on and after the Special Mandatory Redemption Date; and (6) that paragraph 6 of the Senior Subordinated Notes is the provision pursuant to which the Senior Subordinated Notes are being redeemed. SECTION 3.09. Effect of Notice of Special Mandatory Redemption. Once the notice of redemption described in Section 3.08 is mailed, the Senior Subordinated Notes will become due and payable on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. Upon surrender to the Paying Agent, the Senior Subordinated Notes shall be paid at the Special Mandatory Redemption Price. SECTION 3.10. Deposit of Special Mandatory Redemption Price. On or prior to 10:00 a.m., New York City time, on the Special Mandatory Redemption Date, the Company shall direct the Securities Intermediary, pursuant to Section 3(a) of the Escrow Agreement, to deposit with the Paying Agent the applicable Special Mandatory Redemption Price. -55- On and after the Special Mandatory Redemption Date, if money sufficient to pay the applicable Special Mandatory Redemption Price shall have been made available in accordance with the immediately preceding paragraph, the Senior Subordinated Notes will cease to accrue interest and the only right of the Holders of the Senior Subordinated Notes will be to receive payment of the Special Mandatory Redemption Price. If any Senior Subordinated Note surrendered for redemption shall not be so paid, interest will be paid, from the Special Mandatory Redemption Date until such redemption payment is made, on the unpaid principal of the Senior Subordinated Note and any interest not paid on such unpaid principal, in each case at the rate and in the manner provided in the Senior Subordinated Notes. SECTION 3.11. Special Pro Rata Redemption; Notices to Trustee and Securities Intermediary. If the Tender Offer shall not have been consummated (the "Special Pro Rata Redemption Trigger"), then, on a Business Day designated by the Company within ten Business Days of the Release (the "Special Pro Rata Redemption Date"), $150.0 million of Senior Subordinated Notes shall be redeemed (the "Special Pro Rata Redemption") at a redemption price equal to 100% of the principal amount of such Senior Subordinated Notes, plus accrued and unpaid interest thereon from and including the Issue Date to but excluding the Special Pro Rata Redemption Date (the "Special Pro Rata Redemption Price"). The Special Pro Rata Redemption shall occur on a pro rata basis among the Holders of the Senior Subordinated Notes, as set forth in Section 3.02, provided that as to each Holder, the Special Pro Rata Redemption shall be in an amount that is an integral multiple of $1,000. Upon the Release, the Company shall notify, pursuant to Section 3(g)(i) of the Escrow Agreement, each of the Trustee and the Securities Intermediary of the Special Pro Rata Redemption setting forth in such notice the Special Pro Rata Redemption Price applicable to the Special Pro Rata Redemption. SECTION 3.12. Notice of Special Pro Rata Redemption to Holders. Within two Business Days of the Special Pro Rata Redemption Trigger, notice of the Special Pro Rata Redemption will be promptly mailed by first class mail by the Company to each Holder of Senior Subordinated Notes at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.04. The notice shall state: (1) the CUSIP numbers of the Senior Subordinated Notes to be redeemed pursuant to the Special Pro Rata Redemption (the "Special Pro Rata Notes"); (2) the Special Pro Rata Redemption Date; (3) the Special Pro Rata Redemption Price; -56- (4) the name and address of the Paying Agent; (5) that Senior Subordinated Notes being redeemed must be surrendered to the Paying Agent to collect the redemption price; (6) that paragraph 7 of the Senior Subordinated Notes is the provision pursuant to which the Senior Subordinated Notes are being redeemed. SECTION 3.13. Effect of Notice of Special Pro Rata Redemption. Once the notice of redemption described in Section 3.12 is mailed, $150.0 million of Senior Subordinated Notes will become due and payable on the Special Pro Rata Redemption Date at the Special Pro Rata Redemption Price. Upon surrender to the Paying Agent, the Special Pro Rata Notes shall be paid at the Special Pro Rata Redemption Price. SECTION 3.14. Other Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Senior Subordinated Notes, other than a Special Mandatory Redemption and a Special Pro Rata Redemption. ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes. The Company shall pay the principal of and interest on the Notes in accordance with the terms of the Senior Subordinated Notes and this Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment. The Company shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Senior Subordinated Notes. SECTION 4.02. Maintenance of Office or Agency. (a) The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Senior Subordinated Notes may be presented or surrendered for payment, where Senior Subordinated Notes may be sur- -57- rendered for registration of transfer or for exchange and where notices and demands to or upon the Company or any Guarantor in respect of the Senior Subordinated Notes, the Guarantees and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Company and each Guarantor hereby appoint the Trustee as their agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Senior Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04. SECTION 4.03. Legal Existence. Subject to Article Five, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), and franchises of the Company and the Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of the Company or any of its Restricted Subsidiaries if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole. SECTION 4.04. Maintenance of Properties; Insurance; Compliance with Law. (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all material properties used or useful in the conduct of their respective businesses to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all -58- as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.04(a) shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the reasonable judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and not adverse in any material respect to the Holders. (b) The Company shall, and shall cause each of its Restricted Subsidiaries to, keep at all times all of their material properties which are of an insurable nature insured against such loss or damage with insurers believed by the Company to be responsible to the extent that Property of a similar character is usually so insured by corporations similarly situated and owning like Properties in accordance with good business practice. The Company shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds from any such insurance policy to repair, replace or otherwise restore the Property to which such proceeds relate. (c) The Company shall, and shall cause each of its Restricted Subsidiaries to comply with all statutes, laws, ordinances or government rules and regulations to which they are subject, non-compliance with which would materially adversely affect the business, financial condition or results of operations of the Company and its Restricted Subsidiaries taken as a whole. SECTION 4.05. Waiver of Stay, Extension or Usury Laws. The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) each of the Company and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. SECTION 4.06. Compliance Certificate. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company commencing with the Company's fiscal year ending December 31, 2002 an Officers' Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not to the best knowledge of the signers thereof the Company, any Re- -59- stricted Subsidiary or any Guarantor is in default in the performance and observance of any of the terms, provisions and conditions of Section 5.01 or Sections 4.01 to 4.19, inclusive, and if the Company shall be in default, specifying all such defaults, the nature and status thereof of which they may have knowledge and what action the Company and the Guarantors are taking or propose to take with respect thereto. Such determination shall be made without regard to notice requirements or periods of grace. (b) The Company shall deliver to the Trustee, as soon as possible and in any event no later than 10 Business Days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default or an event which, with notice or the lapse of time or both, would constitute a Default or Event of Default, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company is taking or proposes to take with respect to such Default or Event of Default. (c) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement by the Company's independent public accountants stating whether, in connection with their audit of Parent's financial statements, any event which would constitute an Event of Default as defined herein insofar as they relate to accounting matters has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of the existence thereof. SECTION 4.07. Payment of Taxes and Other Claims. The Company shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or Property of the Company or any of its Subsidiaries, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the Property of the Company or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. SECTION 4.08. Repurchase at the Option of Holders upon Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of Senior Subordinated Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid in- -60- terest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Purchase Price")); provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Senior Subordinated Notes pursuant to this Section 4.08 in the event that it has mailed the notice to exercise its right to redeem all the Senior Subordinated Notes pursuant to paragraph 5 of the Senior Subordinated Notes at any time prior to the requirement to consummate the Change of Control and redeem the Senior Subordinated Notes in accordance with such notice. (b) Within 30 days following any Change of Control, or, at the Company's option, prior to the consummation of such Change of Control but after it is publicly announced, the Company shall send, by first-class mail, with a copy to the Trustee, to each Holder of Senior Subordinated Notes, at such Holder's address appearing in the Senior Subordinated Note register, a notice stating: (1) that a Change of Control has occurred or will occur and a Change of Control Offer is being made pursuant to this Section 4.08 and that all Senior Subordinated Notes timely tendered and not withdrawn will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date (the "Change of Control Payment Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day and a point in time occurring after the consummation of the Change of Control and not later than 60 days from the date such notice is mailed; (3) the circumstances and relevant facts regarding such Change of Control; (4) if the notice is mailed prior to a Change of Control, that the Change of Control offer is conditioned on the Change of Control occurring; and (5) the procedures that Holders of Senior Subordinated Notes must follow in order to tender their Senior Subordinated Notes (or portions thereof) for payment, and the procedures that Holders of Senior Subordinated Notes must follow in order to withdraw an election to tender Senior Subordinated Notes (or portions thereof) for payment. Holders electing to have a Senior Subordinated Note purchased shall be required to surrender the Senior Subordinated Note, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives, not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the -61- name of the Holder, the principal amount of the Senior Subordinated Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Subordinated Note purchased. (c) On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section 4.08(c). On the Change of Control Payment Date, the Company shall deliver to the Trustee the Senior Subordinated Notes or portions thereof that have been properly tendered to and are to be accepted by the Company for payment. (d) The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date. (e) Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party has made an offer to purchase (an "Alternate Offer"), in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 applicable to a Change of Control made by the Company, any and all Senior Subordinated Notes properly tendered and has purchased all Senior Subordinated Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Subordinated Notes pursuant to a Change of Control Offer, including any applicable securities laws of the Unites States. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.08 by virtue of such compliance with these securities laws or regulations. SECTION 4.09. Limitation on Debt. (a) Notwithstanding anything contained in Section 4.09(b), prior to the Merger and Release, the Company shall not Incur any Debt (including Acquired Debt), except for the -62- Senior Subordinated Notes, the Senior Notes and Debt Incurred in connection with the Credit Facility Escrow Arrangements. (b) From and after the Release and the Merger, the Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt; provided, however, that the Company and any Subsidiary Guarantor may Incur Debt and the Company and any Restricted Subsidiary may Incur Acquired Debt if, after giving effect to the Incurrence of such Debt and the application of the proceeds therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on a consolidated basis) would not exceed 6.0 to 1.0. (c) Notwithstanding Section 4.09(b), any or all of the following Debt (collectively, "Permitted Debt") may be Incurred: (1) Debt of the Company or any Subsidiary Guarantor under the Credit Facility; provided that the aggregate principal amount of all such Debt under the Credit Facility shall not exceed $1.525 billion less the amount of any permanent mandatory repayments made under the Credit Facility (and, in the case of any revolving subfacility thereunder, permanent commitment reductions) with Net Available Cash from Asset Sales; (2) (a) after giving effect to the Special Pro Rata Redemption, the Senior Subordinated Notes and related Guarantees (excluding any Additional Senior Subordinated Notes) and any Senior Subordinated Notes and related Guarantees issued in exchange for the Senior Subordinated Notes and related Guarantees pursuant to the Registration Rights Agreement and (b) the Senior Notes and related Guarantees (excluding any Additional Senior Notes (as such term is defined in the indenture relating to the Senior Notes)) and any Senior Notes and related Guarantees issued in exchange for the Senior Notes and related Guarantees pursuant to the Registration Rights Agreement; (3) Debt of the Company or any Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that: (i) the aggregate principal amount of such Debt secured thereby does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and (ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this Section 4.09(c)(3) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this Section 4.09(c)(3)) does not exceed $30 million; -63- (4) Debt of the Company owing to and held by any Subsidiary Guarantor and Debt of a Restricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor; provided, however, that (a) any subsequent issue or transfer of Capital Stock or other event that results in any such Subsidiary Guarantor ceasing to be a Subsidiary Guarantor or any subsequent transfer of any such Debt (except to the Company or a Subsidiary Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof not permitted by this Section 4.09(c)(4) and (b) such Debt shall be expressly subordinated to the prior payment in full in cash of all obligations under the Senior Subordinated Notes or the Subsidiary Guarantee of such Subsidiary Guarantor; (5) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this Section 4.09; (6) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or any Restricted Subsidiary in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; (7) Debt under Commodity Price Protection Agreements entered into by the Company or a Restricted Subsidiary in the ordinary course of the financial management of the Company or any Restricted Subsidiary and not for speculative purposes; (8) Debt of the Company or any Restricted Subsidiary in connection with (a) one or more standby letters of credit issued by the Company or a Restricted Subsidiary in the ordinary course of business and with respect to trade payables relating to the purchase of materials by the Company or a Restricted Subsidiary and (b) other letters of credit, surety, performance, appeal or similar bonds, banker's acceptance, completion guarantees or similar instruments issued in the ordinary course of business of the Company or a Restricted Subsidiary, including letters of credit or similar instruments pursuant to self-insurance and workers' compensation obligations; provided that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that with respect to clauses (a) and (b), such Debt is not in connection with the borrowing of money or the obtaining of advances or credit; -64- (9) Debt of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within two Business Days of Incurrence of such Debt; (10) Debt of the Company or any Restricted Subsidiary arising from agreements for indemnification and purchase price adjustment obligations Incurred or assumed in connection with the Acquisition or disposition of any assets including Capital Stock; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually received by the Company and any Restricted Subsidiary, including the Fair Market Value of noncash proceeds; (11) Debt Incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-recourse Debt with respect to the Company and its Restricted Subsidiaries; provided, however, that in the event such Securitization Entity ceases to qualify as a Securitization Entity or such Debt ceases to constitute such Non-recourse Debt, such Debt will be deemed, in each case, to be Incurred at such time; (12) Debt of the Company or a Subsidiary Guarantor consisting of a guarantee of or a Lien securing Debt of the Company or a Subsidiary Guarantor, provided that such Debt constitutes Debt that is permitted to be Incurred pursuant to this Section 4.09, but subject to compliance with the other provisions described in Article Four; (13) Debt in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Debt remains outstanding for five Business Days or less; (14) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than the Existing Notes) not otherwise described in Sections 4.09(c)(1) through (13) above; (15) the Existing Notes that are outstanding after giving effect to either the failure or the consummation of the Tender Offer; (16) guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisers and licensees; (17) Permitted Refinancing Debt; and -65- (18) Debt of the Company or any Restricted Subsidiary or the issuance of Disqualified Stock in a principal amount or liquidation value, as applicable, outstanding at any one time not to exceed $150 million in the aggregate for all such Debt and Disqualified Stock. For the purposes of determining compliance with this Section 4.09, in the event that an item of Debt meets the criteria of more than one of the types of Debt permitted by this Section 4.09 or is entitled to be Incurred pursuant to Section 4.09(b), the Company in its sole discretion shall be permitted to classify on the date of its Incurrence, or later reclassify, all or a portion of such item of Debt in any manner that complies with this Section 4.09; provided that all outstanding Debt under the Credit Facility at the time of the Merger and Release shall be deemed to have been Incurred pursuant to clause (1) of the definition of Permitted Debt. Debt permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Debt. For the purposes of determining any particular amount of Debt under this Section 4.09, (a) guarantees, Liens, obligations with respect to letters of credit and other obligations supporting Debt otherwise included in the determination of a particular amount will not be included and (b) any Liens granted to the Holders of the Senior Subordinated Notes that are permitted in Section 4.11 will not be treated as Debt. For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Debt, with respect to any Debt which is denominated in a foreign currency, the dollar-equivalent principal amount of such Debt Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Debt was Incurred, and any such foreign denominated Debt may be Refinanced or replaced or subsequently Refinanced or replaced in an amount equal to the dollar-equivalent principal amount of such Debt on the date of such refinancing or replacement whether or not such amount is greater or less than the dollar equivalent principal amount of the Debt on the date of initial Incurrence. If obligations in respect of letters of credit are incurred pursuant to the Credit Facility and are being treated as Incurred pursuant to Section 4.09(c)(1) and the letters of credit relate to other Debt then such other Debt shall be deemed not Incurred. SECTION 4.10. Limitation on Restricted Payments. (a) Notwithstanding anything contained in Sections 4.10(b) and (c), prior to the Merger and Release, the Company will not make any Restricted Payments or any Permitted Investments, except to the extent necessary to consummate the Merger and Release or the -66- Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Credit Facility Escrow Arrangements and the Senior Notes Escrow Arrangements (including any Investments deemed to exist by virtue of the Escrow Agreement, the Senior Notes Escrow Arrangements or the Credit Facility Escrow Arrangements or the payment of fees and expenses related to the offering of the Senior Subordinated Notes, the Senior Notes and the entering into of the Credit Facility and related Credit Facility Escrow Arrangements). (b) From and after the Merger and Release, the Company shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment, (1) a Default or Event of Default shall have occurred and be continuing, (2) the Company could not Incur at least $1.00 of additional Debt pursuant to Section 4.09(b) or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of: (i) 50% of the aggregate amount of Consolidated Net Income accrued on a cumulative basis during the period (treated as one accounting period) from the first day of the Company's fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ended prior to the date of such proposed Restricted Payment for which financial statements are available and have been either filed with the Commission or with the Trustee pursuant to Section 4.18 (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus (ii) 100% of Capital Stock Sale Proceeds and cash capital contributions to the Company, plus (without duplication) (iii) the sum of: (A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt or Disqualified Stock that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company and -67- (B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company's consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company, together with, in the cases of both (A) and (B), the aggregate net cash proceeds received by the Company at the time of such conversion or exchange, but excluding, in the case of clause (A) or (B): (x) any such Debt issued or sold to the Company or a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or such Restricted Subsidiary for the benefit of its employees and (y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange, plus (without duplication) (iv) an amount equal to the sum of: (A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property or any other disposition or repayment of such Investments, in each case to the Company or any Restricted Subsidiary from any Person (other than the Company or a Restricted Subsidiary), less the cost of the disposition of such Investments, and (B) the Fair Market Value of the Investment of the Company and any Restricted Subsidiary in an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum described in this Section 4.10(b)(3)(iv) shall not exceed the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person; plus (v) $5 million. (c) Notwithstanding the foregoing limitation, the Company may: (1) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on said declaration date, such dividends could have been paid in compliance -68- with this Indenture (for the avoidance of doubt, such dividend shall be included in the calculation of the amount of Restricted Payments); (2) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock) or options, warrants or other rights to acquire such Capital Stock (other than any such Capital Stock (or options, warrants or other rights to acquire such Capital Stock) issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Restricted Subsidiary for the benefit of its employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) or a capital contribution to the Company; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments and the Capital Stock Sale Proceeds from such exchange or sale shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) above; (3) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for or out of the proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock) or options, warrants or other rights to acquire such Capital Stock (other than any such Capital Stock (or options, warrants or other rights to acquire such Capital Stock) issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Restricted Subsidiary for the benefit of its employees and except to the extent that any purchase made pursuant to such issuance or sale is financed by the Company or any Restricted Subsidiary) or a capital contribution to the Company or Subordinated Obligations; provided that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments and the Capital Stock Sale Proceeds from such exchange or sale shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) above; (4) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations of the Company or any Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall not be included in the calculation of the amount of Restricted Payments; -69- (5) so long as no Default has occurred and is continuing, repurchase or otherwise acquire shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of its Subsidiaries from employees, former employees, directors or former directors, consultants or former consultants of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company or the Board of Directors of Parent under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided that the aggregate amount of such repurchases and other acquisitions shall not exceed $2 million in any calendar year (any such amounts not used in a calendar year shall be available for use in any subsequent year); provided, further, that such repurchase and other acquisition shall be excluded in the calculation of the amount of Restricted Payments and the Capital Stock Sale Proceeds from such sales shall not be included in the calculation pursuant to Section 4.10(b)(3)(ii) or (c)(2) above; (6) make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Company or Parent (for the avoidance of doubt, such payments shall be included in the amount of Restricted Payments); (7) repurchase Capital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options; provided that all such repurchases shall not be included in the calculation of Restricted Payments and no proceeds in respect of the issuance of Capital Stock shall be deemed to have been received for the purposes of Section 4.10(b)(3)(ii) above; (8) repurchase or redeem preferred stock purchase rights issued in connection with any shareholders rights plan of Parent; (9) distribute the Escrowed Property and the escrowed property under the Senior Notes Escrow Arrangements and the Credit Facility Escrow Arrangements to Parent on the date of the Release, to the extent used in consummating the Acquisition; (10) make dividends or distributions to Parent for Parent's (A) bona fide costs, overhead and operating expenses directly related to the operation of the Company and the Restricted Subsidiaries (including, without limitation, salaries and other compensation of employees, directors' fees and expenses and travel and entertainment expenses) incurred by Parent in the ordinary course and fees for services provided by Parent to the Company and its Restricted Subsidiaries that would otherwise have been performed by third parties (including, without limitation, accounting, treasury, tax, legal, strategic consulting and corporate development services) and any reimbursements -70- to Parent for the payment of amounts relating to services (including, without limitation, legal, consulting, software, insurance and accounting services) provided by third parties on behalf of the Company or any Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million in any calendar year and (B) franchise or other tax obligations (including income tax obligations in respect of the Company and its domestic Restricted Subsidiaries) and any other amounts required by Parent to maintain its corporate existence; provided that such payments shall not be included in the calculation of Restricted Payments; (11) so long as no Default or Event of Default shall have occurred and be continuing, repurchase any Subordinated Obligations or Disqualified Stock of the Company at a purchase price not greater than 101% of the principal amount or liquidation preference of such Subordinated Obligation or Disqualified Stock in the event of a Change of Control pursuant to a provision similar to Section 4.08 in the documents governing such Subordinated Obligation or Disqualified Stock; provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer required by this Indenture and has repurchased all notes validly tendered for payment in connection with such Change of Control Offer; provided, further that such payments shall be included in the calculation of Restricted Payments; (12) so long as no Default or Event of Default shall have occurred and be continuing, following an Asset Sale, to the extent permitted by Section 4.12, and using the Net Available Cash generated from such Asset Sale, repurchase any Subordinated Obligation or Disqualified Stock of the Company at a purchase price not greater than 100% of the principal amount or liquidation preference of such Subordinated Obligation or Disqualified Stock pursuant to a provision similar to Section 4.12 in the documents governing such Subordinated Obligation or Disqualified Stock; provided that prior to consummating any such repurchase, the Company has made the Prepayment Offer required by this Indenture and has repurchased all notes validly tendered for payment in connection with such Prepayment Offer; provided, further that such payments shall be included in the calculation of Restricted Payments; and (13) so long as no Default or Event of Default shall have occurred and be continuing, the Company and any Restricted Subsidiary may pay dividends to Parent for Parent to purchase its common stock for contribution to employee stock purchase and deferred compensation plans, in the ordinary course of business; provided that the aggregate amount of common stock purchased in reliance on this Section 4.10(c)(13) shall not exceed $5.0 million; provided further that such dividends shall be included in the calculation of Restricted Payments; -71- (14) make any other Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 4.10(c)(14) since the Issue Date, does not exceed $20 million, provided that no Default or Event of Default shall have occurred and be continuing immediately after making such Restricted Payment; provided, further, that such payments shall be included in the calculation of Restricted Payments. For the avoidance of doubt, the repurchase of the Existing Notes pursuant to the Tender Offer, including any payment of an early consent fee, shall not be deemed a Restricted Payment. The amount of any non-cash Restricted Payment shall be deemed to be equal to the Fair Market Value thereof at the date of making such Restricted Payment. SECTION 4.11. Limitation on Liens. (a) Prior to the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, Incur or suffer to exist, any Lien upon any of its Property (including Capital Stock of a Restricted Subsidiary and intercompany notes), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom that secures any obligation, except the Lien of the Trustee on the Escrowed Property, the Lien of the Trustee pursuant to the Senior Notes Escrow Arrangements (so long as such Lien is limited to the Property in the escrow account contemplated under the Senior Notes Escrow Arrangements) and the Lien of the Administrative Agent pursuant to the Credit Facility Escrow Arrangements (so long as such Lien is limited to the Property in the escrow account contemplated by the Credit Facility Escrow Arrangements). (b) From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to Incur or suffer to exist, any Lien upon any of its Property (including Capital Stock of a Restricted Subsidiary and intercompany notes), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom that secures Subordinated Obligations or Senior Subordinated Debt, unless (1) in the case of a Lien securing Subordinated Obligations, the Senior Subordinated Notes and the related Subsidiary Guarantees are secured by a Lien on such Property or such interest therein or such income or profits therefrom that is senior in priority to the Lien securing such Subordinated Obligations for so long as such Subordinated Obligations are so secured; and (2) in the case of a Lien securing Senior Subordinated Debt, the Senior Subordinated Notes and the related Subsidiary Guarantees are equally and ratably se- -72- cured by a Lien on such Property or such interest therein or profits therefrom for so long as such Senior Subordinated Debt is so secured; provided, that in no event shall there be any Liens on the Escrowed Property, except the Lien of the Escrow Agent for the benefit of the Holders. Any Lien on the Escrowed Property created for the benefit of the Holders of the Senior Subordinated Notes shall provide by its terms that any such Lien will be automatically and unconditionally released and discharged upon the Release. SECTION 4.12. Limitation on Asset Sales. (a) Prior to the Merger and Release, the Company will not consummate an Asset Sale except to the extent necessary to consummate the Merger and Release, the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Notes Escrow Arrangements and the Credit Facility Escrow Arrangements. From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; (2) in the case of Asset Sales which are not Permitted Asset Swaps, at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of (a) cash or Cash Equivalents; (b) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Subordinated Notes or any Subsidiary Guarantee of such Restricted Subsidiary) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities; (c) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 30 days after receipt; or (d) a combination of the consideration specified in clauses (a) through (c); and (3) the Company delivers an Officers' Certificate to the Trustee certifying that such Asset Sale complies with the foregoing Sections 4.12(a)(1) and (2). (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt): -73- (1) to permanently prepay or permanently repay any Senior Debt or any Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor (and in the case of any such Debt under a revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility); and/or (2) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary). (c) Any Net Available Cash from an Asset Sale not applied in accordance with Section 4.12(b)(2) within 365 days from the date of the receipt of such Net Available Cash shall constitute "Excess Proceeds." Pending the final application of the Net Available Cash, the Company or any Restricted Subsidiary may temporarily reduce Senior Debt or otherwise invest such Net Available Cash in Temporary Cash Investments. (d) When the aggregate amount of Excess Proceeds exceeds $20 million, the Company will be required to make an offer to purchase (the "Prepayment Offer") the Senior Subordinated Notes and any other pari passu Debt outstanding with similar provisions requiring an offer to purchase such Debt with such proceeds, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of over subscription) set forth herein. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders of Senior Subordinated Notes have been given the opportunity to tender their Senior Subordinated Notes for purchase in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose not restricted by this Indenture and the amount of Excess Proceeds will be reset to zero. (e) The term "Allocable Excess Proceeds" will mean the product of: (i) the Excess Proceeds and (ii) a fraction, (1) the numerator of which is the aggregate principal amount of the Senior Subordinated Notes outstanding on the date of the Prepayment Offer, together with any accrued and unpaid interest, and -74- (2) the denominator of which is the sum of the aggregate principal amount of the Senior Subordinated Notes outstanding on the date of the Prepayment Offer, together with any accrued and unpaid interest and the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Senior Subordinated Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this Section 4.12 and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer (subject to proration in the event that such amount is less than the aggregate offer price of all Senior Subordinated Notes tendered). (f) Within fifteen Business Days after the Company is obligated to make a Prepayment Offer as described in Section 4.12(e), the Company shall send a written notice, by first-class mail, to the Holders of Senior Subordinated Notes, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the purchase date (the "Purchase Date"), which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed. (g) Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided in Section 4.12(f), the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.12(b). On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than in those enumerated in clause (b) of the definition of Temporary Cash Investments), maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section 4.12. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to the Trustee for cancellation the Senior Subordinated Notes or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Senior Subordinated Notes delivered by the Company to the Trustee is less than the Offer Amount, -75- the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.12. (h) Holders electing to have a Senior Subordinated Note purchased shall be required to surrender the Senior Subordinated Note, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Subordinated Note that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Senior Subordinated Note purchased. If at the expiration of the Offer Period the aggregate principal of Senior Subordinated Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Senior Subordinated Notes to be purchased on pro rata basis for all Senior Subordinated Notes (with such adjustments as may be deemed appropriate by the Company so that only Senior Subordinated Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Senior Subordinated Notes are purchased only in part shall be issued new Senior Subordinated Notes equal in principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered. (i) At the time the Company delivers Senior Subordinated Notes to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Senior Subordinated Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.12. A Senior Subordinated Note shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder. (j) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other applicable securities laws or regulations in connection with the repurchase of Senior Subordinated Notes pursuant to the covenant described hereunder, including any applicable securities laws of the United States. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.12, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12 by virtue thereof. SECTION 4.13. Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to: -76- (1) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (3) make any loans or advances to the Company or any other Restricted Subsidiary, or (4) transfer any of its Property to the Company or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (1) with respect to Sections 4.13(a)(1), (2), (3) and (4), to restrictions: (A) in effect on the Issue Date (as such restrictions may be amended from time to time, other than any such amendment that would adversely affect the interests of the Holders of the Senior Subordinated Notes); (B) imposed by the Senior Subordinated Notes or this Indenture (or the Senior Notes or the indenture related thereto), or by indentures governing other Debt the Company Incurs (and, if such Debt is guaranteed, by the guarantors of such Debt) ranking on a parity with the Senior Subordinated Notes or the Senior Notes, provided that the restrictions imposed by such indentures are no more restrictive than the restrictions imposed by this Indenture; (C) imposed by the Credit Facility with respect to Debt permitted to be Incurred on or subsequent to the date hereof pursuant to Section 4.09(c)(1); (D) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; (E) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in Section 4.13(a)(1) or (4) above; provided such restriction is no less favorable in any material respect to the -77- Holders of Senior Subordinated Notes than those under the agreement evidencing the Debt so Refinanced when taken as a whole; (F) restrictions on cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (G) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Restricted Subsidiaries or any of their businesses in connection with any development grant made or other assistance provided to the Company or any of its Restricted Subsidiaries by such governmental authority; (H) customary provisions in joint venture or similar agreements or other arrangements with minority investors in Restricted Subsidiaries; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (i) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Senior Subordinated Notes than is customary in comparable agreements and (ii) the Company determines that any such encumbrance or restriction will not materially affect the ability of the Company to make any anticipated payments of principal or interest on the Senior Subordinated Notes; (I) with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; (J) customary restrictions contained in asset sale agreements, stock sale agreements and other similar agreements limiting the transfer, disposition or distribution of such Property pending the closing of such sale, including any restriction imposed with respect to such Restricted Subsidiary pursuant to an agreement to dispose of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; or (K) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and custom- -78- ary provisions in agreements that restrict the assignment of such agreements or any rights thereunder; (2) with respect to Section 4.12(a)(4) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Senior Subordinated Notes pursuant to Section 4.11 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting of assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) imposed by virtue of any transfer of, agreement to transfer, option or right with respect to or Lien on, any Property of the Company or the relevant Restricted Subsidiary not otherwise prohibited by this Indenture, or (E) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof. SECTION 4.14. Limitation on Transactions with Affiliates. (a) Notwithstanding Section 4.14(b), on or prior to the Merger and Release, the Company will not enter into or suffer to exist any Affiliate Transaction (as defined below) other than to the extent necessary to consummate the Merger and Release, the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Notes Escrow Arrangements, the Credit Facility Escrow Arrangements and the preferred stock investment in Parent (or a common equity investment in Parent in lieu of all or any portion thereof). From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"), unless: -79- (1) the terms of such Affiliate Transaction are: (i) set forth in writing, and (ii) no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company, (2) if such Affiliate Transaction involves aggregate payments or value in excess of $5 million, each of the Board of Directors of the Company and the Board of Directors of Parent (including a majority of the disinterested members of the Board of Directors of Parent or, if there is only one disinterested director, such disinterested director) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with Section 4.14(a)(1)(ii) as evidenced by a Board Resolution, and (3) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole. (b) Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may make, enter into or suffer to exist the following: (1) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; (2) any Restricted Payment permitted to be made pursuant to Section 4.10 or any Permitted Investment; (3) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of officers, directors, consultants and employees of the Company or any of the Restricted Subsidiaries in the ordinary course of business; (4) payments pursuant to employment agreements, collective bargaining agreements, employee benefit plans, or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans, directors' and officers' indemnification agreements and retirement or savings plans, stock option, stock ownership and similar plans so long as the Board of Directors of the Company or the Board of Directors of Parent in good faith shall have ap- -80- proved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor; (5) loans and advances to officers, directors or employees (or guarantees of third party loans to officers, directors or employees) made in the ordinary course of business, provided that such loans and advances do not exceed $10 million in the aggregate at any one time outstanding; (6) any agreement as in effect on the Issue Date or any amendment to any such agreement (so long as any such amendment is not disadvantageous to the Holders of the Senior Subordinated Notes in any material respect) or any transaction contemplated thereby; (7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its Restricted Subsidiaries or are on terms no less favorable as might reasonably have been obtained at such time from an unaffiliated party; provided that such transactions are approved by a majority of the Board of Directors of Parent and the Board of Directors of the Company in good faith (including a majority of disinterested directors of the Board of Directors of Parent, or if there is only one disinterested director, such director); (8) the issuance and sale of Capital Stock (other than Disqualified Stock) of the Company; (9) transactions in connection with or payments by the Company or any of its Restricted Subsidiaries to Goldman Sachs & Co. or any of their respective affiliates in connection with any management, financial advisory, financing, derivative, underwriting or placement services or any other investment banking, banking, asset management or similar services including principal, interest and fees on loans which payments are approved by a majority of the Board of Directors of Parent and the Board of Directors of the Company in good faith (including a majority of disinterested directors of the Board of Directors of Parent, or if there is only one disinterested director, such director); (10) transactions pursuant to any agreement described in the Offering Memorandum as in effect on the date hereof or the date of the consummation of the Acquisition as the same may be amended from time to time in any manner not materially less favorable to the Holders of the Senior Subordinated Notes; and -81- (11) sales or transfer of dispositions of Receivables and Related Assets to a Securitization Entity and acquisitions of Investments in connection therewith. SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries. (a) From and after the Merger and Release, the Board of Directors of the Company or the Board of Directors of Parent may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if: (1) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and (2) the Company would be permitted under Section 4.10 to make a Restricted Payment in an amount equal to the Fair Market Value of the Investment in such Subsidiary. For the purposes of this provision, in the event the Fair Market Value of such assets exceeds $25 million, such Fair Market Value shall be determined by an Independent Financial Advisor. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary. (b) Except as provided in Section 4.15(a), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary) except to the extent permitted under Sections 4.10 and 4.13 and provided that the Company or any Restricted Subsidiary may pledge Capital Stock or Debt or assets of any Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim whatsoever against the Company or any Restricted Subsidiary other than to obtain that pledged Property. (c) The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation, (x) the Company could Incur at least $l.00 of additional Debt pursuant to Section 4.09(b) and -82- (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) Any such designation or redesignation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers' Certificate that: (1) certifies that such designation or redesignation complies with the foregoing provisions of this Section 4.15, and (2) gives the effective date of such designation or redesignation, such filing with the Trustee to occur on or before the time financial statements are filed with the Commission or the Trustee pursuant to Section 4.18 in respect of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company's fiscal year, on or before the time financial statements in respect of such fiscal year are filed with the Commission or the Trustee pursuant to Section 4.18). SECTION 4.16. Prohibition on Incurrence of Senior Subordinated Debt. From and after the Merger and Release, neither the Company nor any Subsidiary Guarantor shall Incur or suffer to exist Debt that is senior in right of payment to the Senior Subordinated Notes or the Subsidiary Guarantee of such Subsidiary Guarantor relating thereto and subordinate in right of payment to any other Debt of the Company or such Subsidiary Guarantor, as the case may be. SECTION 4.17. Limitation on Company's Business. Prior to the Merger and Release, the Company will not engage in any line of business or own any other assets other than as necessary to consummate the Merger and Release or the Special Mandatory Redemption and the transactions contemplated by the Escrow Agreement, the Senior Notes Escrow Arrangements and the Credit Facility Escrow Arrangements. From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than the business RHD is engaged in on the date hereof or a Related Business. SECTION 4.18. Reports. Whether or not RHD is then subject to Section 13(a) or 15(d) of the Exchange Act, RHD will electronically file with the Commission, so long as the Senior Subordinated Notes are outstanding, the annual reports, quarterly reports and other periodic reports that -83- RHD would be required to file with the Commission pursuant to Section 13(a) or 15(d) if RHD were so subject, and such documents will be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which RHD would be required so to file such documents if RHD were so subject, unless, in any case, such filings are not then permitted by the Commission. If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, RHD will, without charge to the Holders, within 15 days of each Required Filing Date, transmit by mail to Holders, as their names and addresses appear in the Senior Subordinated Note register, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that RHD would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if RHD were subject to such Section 13(a) or 15(d) and, promptly upon written request, supply copies of such documents to any prospective Holder or beneficial owner at RHD's cost. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). So long as any of the Senior Subordinated Notes remain restricted under Rule 144, RHD will make available upon request to any prospective purchaser of Senior Subordinated Notes or beneficial owner of Senior Subordinated Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act. SECTION 4.19. Creation of Subsidiaries; Additional Subsidiary Guarantees. (a) Prior to the Merger and Release, the Company will not create, acquire or form any Subsidiaries. (b) From and after the Merger and Release, the Company will not permit any of its Restricted Subsidiaries having assets, at any time, with a Fair Market Value in excess of $1,000 to guarantee or pledge any assets to secure the payment of any other Debt of the Company or another Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Senior Subordinated Notes by such Restricted Subsidiary, which guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Debt, unless such other Debt is Senior Debt, in which case the Guarantee of the Senior Subordinated Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Senior Subordinated Notes are subordinated to such Senior Debt. -84- (c) The Guarantee of a Guarantor will be released if (1) the Company designates any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.15; or (2) in connection with the sale of (A) that number of shares of Capital Stock of such Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of the Company or another Restricted Subsidiary or (B) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company, Parent or another Restricted Subsidiary of the Company; provided that such sale complies with Section 4.12. (d) In the event a Subsidiary becomes a Subsidiary Guarantor solely because it guarantees other Debt, then upon the full and unconditional release of the guarantee of such other Debt (provided that the Trustee is given 90 days' written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Merger, Consolidation and Sale of Property. (a) Prior to the Merger and Release, except in connection with the Release and Merger, the Special Mandatory Redemption or the Special Pro Rata Redemption and the transactions contemplated by the Escrow Agreement, the Escrow Agreement relating to the Senior Notes and the Credit Facility Escrow Arrangements, the Company shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions. (b) From and after the Merger and Release, the Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions, unless: (1) the Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company) formed by such merger, consolida- -85- tion or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made which is substituted for the Company as the issuer of the Senior Subordinated Notes shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal amount of the Senior Subordinated Notes, any accrued and unpaid interest on such principal amount, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by the Company; (3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (4) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this Section 5.01(b)(4) and Sections 5.01(b)(5) and (b)(6) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (5) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $l.00 of additional Debt pursuant to Section 4.09(b); and (6) the Surviving Person shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (c) Parent shall not, and Parent and the Company shall not permit any Subsidiary Guarantor to, merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions (other than (i) a merger of a Wholly Owned Restricted Subsidiary into such Subsidiary Guarantor or (ii) a merger, consolida- amalgamation -86- tion, or sale of all or substantially all of the Property of a Subsidiary Guarantor in connection with the sale of such Subsidiary Guarantor or its Property to a non-Affiliate third party that does not become an Affiliate as a result of such transaction and is otherwise permitted under the indenture) unless: (1) the Surviving Person (if not Parent or such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, limited liability company, trust, partnership or similar entity organized and existing under the laws of United States of America, any State thereof or the District of Columbia and, in the case of Parent, is the Company; (2) the Surviving Person (if other than Parent or such Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee or a guarantee similar to the Parent Guarantee in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of Parent or such Subsidiary Guarantor under its Subsidiary Guarantee or Parent Guarantee, as the case may be; (3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of Parent, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (4) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this Section 5.01(c)(4) and Sections 5.01(c)(5) and (6) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (5) in the case of Parent only, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under Section 4.09(b); and (6) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. -87- (d) The provisions of Section 5.01(c) (other than Section 5.01(c)(4)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with Section 4.12. (e) The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture (or of Parent or the relevant Subsidiary Guarantor under the Parent Guarantee or the related Subsidiary Guarantee, as the case may be), but the predecessor Company in the case of: (1) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of Parent or the Company as an entirety or virtually as an entirety) of substantially all of the assets of Parent or the Company and its Restricted Subsidiaries, or (2) a lease, shall not be released from any obligation to pay the principal amount of the Senior Subordinated Notes, any accrued and unpaid interest. SECTION 5.02. Successor Person Substituted. Upon any consolidation or merger, or any transfer of all or substantially all of the assets of either the Company or any Restricted Subsidiary in accordance with Section 5.01 above, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power the Company or such Restricted Subsidiary under this Indenture with the same effect as if such successor corporation had been named as the Company or such Restricted Subsidiary herein, and thereafter the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Senior Subordinated Notes. ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. The following events shall be "Events of Default": (1) the Company defaults in any payment of interest on any Senior Subordinated Note when the same becomes due and payable and such default continues for a period of 30 days; -88- (2) the Company defaults in the payment of the principal amount of any Senior Subordinated Note when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (3) the Company fails to comply with Section 4.08, 4.12 or 5.01; (4) the Company fails to comply with any covenant or agreement in the Senior Subordinated Notes or in this Indenture (other than a failure that is the subject of the foregoing Section 6.01(1), (2) or (3)) and such failure continues for 60 days after written notice is given to the Company as specified in this Section 6.01; (5) a default by the Company or any Restricted Subsidiary under any Debt of the Company or any Restricted Subsidiary which results in acceleration of the maturity of such Debt, or the failure to pay any such Debt at maturity, in an aggregate principal amount in excess of $20 million, unless the Company is contesting such acceleration in good faith; (6) Parent, the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary insolvency proceeding; (B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding; (C) consents to the appointment of a Custodian of it or for any substantial part of its Property; or (D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided, however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under Section 6.01(6); (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against Parent, the Company or any Significant Subsidiary in an involuntary insolvency proceeding; -89- (B) appoints a Custodian of Parent, the Company or any Significant Subsidiary or for any substantial part of its Property; or (C) orders the winding up or liquidation of Parent, the Company or any Significant Subsidiary; or (D) grants any similar relief under any foreign laws; and in each such case the order or decree remains unstayed and in effect for 90 days; (8) any judgment or judgments for the payment of money in an unsecured aggregate amount (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to the underlying claim and that continues to make payments pursuant to the terms of the relevant policy) in excess of $20 million at the time entered against the Company or any Restricted Subsidiary and shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect or otherwise payable; or (9) (a) the Parent Guarantee or any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Parent Guarantee or such Subsidiary Guarantee, as the case may be) or (b) Parent or any Subsidiary Guarantor denies or disaffirms its obligations under the Parent Guarantee or its Subsidiary Guarantee, as the case may be; provided that in the case of clauses (a) and (b), such condition will only constitute an Event of Default if (a) such condition could adversely and materially affect the Holders or (b) such condition continues for over 10 days. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. A Default under Section 6.01(4) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Senior Subordinated Notes then outstanding notify the Company (and in the case of such notice by Holders, the Trustee) of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default." The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Event of Default and any -90- event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company shall immediately notify the Trustee if a meeting of the Board of Directors of the Company or the Board of Directors of Parent is convened to consider any action mandated by a petition for debt settlement proceedings or bankruptcy proceedings. The Company shall also promptly advise the Trustee of the approval of the filing of a debt settlement or bankruptcy petition prior to the filing of such petition. SECTION 6.02. Acceleration of Maturity; Rescission. If an Event of Default with respect to the Senior Subordinated Notes (other than an Event of Default specified in Sections 6.01(6) and 6.01(7)) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding may declare to be immediately due and payable the principal amount of all the Senior Subordinated Notes then outstanding by written notice to the Company and the Trustee, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default specified in Sections 6.01(6) and 6.01(7) shall occur, such amount with respect to all the Senior Subordinated Notes shall be automatically due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Senior Subordinated Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding may rescind and annul such acceleration if (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other amounts due to the Trustee under Section 7.07 and (v) in the event of the cure or waiver of an Event of Default of the type described in either Section 6.01 (6) or (7), the Trustee shall have received an Officers' Certificate to the effect that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In the event of a declaration of acceleration of the Senior Subordinated Notes because an Event of Default described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Senior Subordinated Notes shall be automatically annulled if the payment default or other default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Debt within the grace period provided applicable to such default -91- provided for in the documentation governing such Debt and if (a) the annulment of the acceleration of the Senior Subordinated Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal, premium or interest on the Senior Subordinated Notes that became due solely because of the acceleration of the Senior Subordinated Notes, have been cured or waived. Subject to Section 7.01, in case an Event of Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Senior Subordinated Notes, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Subordinated Notes. No Holder of Senior Subordinated Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default, (b) the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of any Senior Subordinated Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Subordinated Note on or after the respective due dates expressed in such Senior Subordinated Note. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and interest on the Senior Subordinated Notes or to enforce the performance of any provision of the Senior Subordinated Notes or this Indenture and may take any neces- -92- sary action requested of it as Trustee to settle, compromise, adjust or otherwise conclude any proceedings to which it is a party. The Trustee may maintain a proceeding even if it does not possess any of the Senior Subordinated Notes or does not produce any of them in the proceeding. Any such proceeding instituted by the Trustee may be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provisions for the payment of the reasonable compensation, expenses, disbursements of the Trustee and its counsel, be for the ratable benefit of the Holders of the Senior Subordinated Notes in respect of which such judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative, to the extent permitted by law. Any costs associated with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the Company. SECTION 6.04. Waiver of Past Defaults and Events of Default. Provided the Senior Subordinated Notes are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of Senior Subordinated Notes at the time outstanding may on behalf of the Holders of all the Senior Subordinated Notes waive any past Default with respect to such Senior Subordinated Notes and its consequences by providing written notice thereof to the Company and the Trustee, except a Default (1) in the payment of interest on or the principal of any Senior Subordinated Note or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Senior Subordinated Note affected. In the case of any such waiver, the Company, the Trustee and the Holders of the Senior Subordinated Notes will be restored to their former positions and rights under this Indenture, respectively; provided that no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. SECTION 6.05. Control by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Senior Subordinated Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of the Senior Subordinated Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of the Senior Subordinated Notes. -93- SECTION 6.06. Limitation on Suits. No Holder of Senior Subordinated Notes will have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy hereunder unless: (1) the Holder gives the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of outstanding Senior Subordinated Notes make a written request to the Trustee to institute such proceeding or to pursue such remedy as trustee; (3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period, the Holders of at least a majority in aggregate principal amount of the outstanding Senior Subordinated Notes do not give the Trustee a direction that is inconsistent with the request. However, such limitations do not apply to a suit instituted by a Holder of any Senior Subordinated Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Subordinated Note on or after the respective due date expressed in such Senior Subordinated Note. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. SECTION 6.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee or stockholder of the Company, or any Subsidiary Guarantor, shall have any liability for any obligations of the Company, or any Subsidiary Guarantor, under the Senior Subordinated Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Senior Subordinated Notes by accepting a Senior Subordinated Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes. The waiver may not be effective to waive liabilities under the U.S. federal securities laws. -94- SECTION 6.08. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Senior Subordinated Note to receive payment of the principal of or premium, if any, or interest, if any, on such Senior Subordinated Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Senior Subordinated Notes shall not be impaired or affected without the consent of the Holder. SECTION 6.09. Collection Suit by Trustee. If an Event of Default in payment of principal, premium or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any Guarantor (or any other obligor on the Senior Subordinated Notes) for the whole amount of unpaid principal and accrued interest remaining unpaid. SECTION 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Senior Subordinated Notes), its creditors or its Property and, unless prohibited by law, shall be entitled and empowered to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan or reorganization, arrangement, adjustment or composition affecting the Senior Subordinated Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings. All rights of action and claims under this Indenture or the Senior Subordinated Notes may be prosecuted and enforced by the Trustee without the possession of any of the Senior Subordinated Notes thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express -95- trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered. SECTION 6.11. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Holders for amounts due and unpaid on the Senior Subordinated Notes for principal, premium, if any, and interest (including Additional Interest, if any) as to each, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes; and THIRD: to the Company or, to the extent the Trustee collects any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor. The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11. SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in principal amount of the Senior Subordinated Notes then outstanding. -96- ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee. (a) If an Event of Default actually known to a Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such Person's own affairs. The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior Subordinated Notes and this Indenture. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only such duties as are specifically set forth in this Indenture and no others. (2) In the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate, subject to the requirement in the preceding sentence, if applicable. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) This paragraph does not limit the effect of Section 7.01(b). -97- (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction of the Holders of a majority in aggregate principal amount of the Senior Subordinated Notes received by it pursuant to the terms hereof. (4) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or duties if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, Sections 7.01(a), (b), (c) and (e) shall govern every provision of this Indenture that in any way relates to the Trustee. (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company or any Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by the law. SECTION 7.02. Rights of Trustee. Subject to Section 7.01: (1) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel, or both, which shall conform to the provisions of Section 13.05. The Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. -98- (3) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed by it with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (5) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to the Senior Subordinated Notes or this Indenture shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (6) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder. (7) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books records, and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; (10) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such -99- time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not suspended. SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Senior Subordinated Notes and may make loans to, accept deposits from, perform services for or otherwise deal with either of the Company or any Guarantor, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11. SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Senior Subordinated Notes or any Guarantee, it shall not be accountable for the Company's or any Guarantor's use of the proceeds from the sale of Senior Subordinated Notes or any money paid to the Company or any Guarantor pursuant to the terms of this Indenture and it shall not be responsible for any statement in the Senior Subordinated Notes, Guarantee or this Indenture other than its certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Senior Subordinated Notes and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility and Qualification on Form T-1 to be supplied to the Company will be true and accurate subject to the qualifications set forth therein. SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall give to each Holder a notice of the Default within 90 days after it occurs in the manner and to the extent provided in the TIA and otherwise as provided in this Indenture. Except in the case of a Default in payment of the principal of or interest on any Senior Subordinated Note (including payments pursuant to a redemption or repurchase of the Senior Subordinated Notes pursuant to the provisions of this Indenture), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders. SECTION 7.06. Reports by Trustee to Holders. If required by TIA Section 313(a), within 60 days after June 15 of any year, commencing 2003 the Trustee shall mail to each Holder a brief report dated as of such date that -100- complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c) and TIA Section 313(d). Reports pursuant to this Section 7.06 shall be transmitted by mail: (1) to all Holders of Senior Subordinated Notes, as the names and addresses of such Holders appear on the Registrar's books; and (2) to such Holders of Senior Subordinated Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for that purpose. A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Senior Subordinated Notes are listed. The Company shall promptly notify the Trustee when the Senior Subordinated Notes are listed on any stock exchange or delisted therefrom. SECTION 7.07. Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee and Agents from time to time such compensation for their services hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. The Company and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable disbursements, expenses and advances incurred or made by them in connection with the Trustee's duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee's agents and external counsel, except any expense disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith. The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless against, any and all loss, damage, claim, liability or expense, including without limitation taxes (other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys' fees and expenses incurred by each of them in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Company and the Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnity; provided that the failure by the Trustee or Agent to so notify the Company and the Guarantors shall not relieve the Company and Guarantors of their obligations hereunder except to the extent the Company and the Guarantors are actually preju- -101- diced thereby. In the event that a conflict of interest exists, the Trustee may have separate counsel, which counsel must be reasonably acceptable to the Company and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, the Company and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own willful misconduct, negligence or bad faith. To secure the payment obligations of the Company and the Guarantors in this Section 7.07, the Trustee shall have a lien prior to the Senior Subordinated Notes on all money or Property held or collected by the Trustee except for Escrowed Property and such money or Property held in trust to pay principal of and interest on particular Senior Subordinated Notes. The obligations of the Company and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Company and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. For purposes of this Section 7.07, the term "Trustee" shall include any trustee appointed pursuant to this Article Seven. SECTION 7.08. Replacement of Trustee. The Trustee shall comply with Section 313(b) of the TIA, to the extent applicable. The Trustee may resign by so notifying the Company and the Guarantors in writing no later than 15 Business Days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Senior Subordinated Notes may remove the Trustee by notifying the Company and the removed Trustee in writing and may appoint a successor Trustee with the Company's written consent, which consent shall not be unreasonably withheld. The Company may remove the Trustee at its election if: (1) the Trustee fails to comply with Section 7.10 or Section 310 of the TIA; -102- (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief entered with respect to the Trustee under Bankruptcy Law; (3) a receiver or other public officer takes charge of the Trustee or its Property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, the Guarantors or the Holders of a majority in principal amount of the outstanding Senior Subordinated Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Guarantors. Immediately following such delivery, the retiring Trustee shall, subject to its rights under Section 7.07, transfer all Property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee by Consolidation, Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10, the successor corporation without any further act shall be the successor Trustee; provided such entity shall be otherwise qualified and eligible under this Article Seven. SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee (together with its corporate parent) -103- shall have a combined capital and surplus of at least $50 million as set forth in the most recent applicable published annual report of condition. The Trustee shall comply with TIA Section 310(b), including the provision in Section 310(b)(1). SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311 (b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. SECTION 7.12. Paying Agents. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12: (A) that it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Senior Subordinated Notes (whether such sums have been paid to it by the Company or by any obligor on the Senior Subordinated Notes) in trust for the benefit of Holders of the Senior Subordinated Notes or the Trustee; (B) that it will at any time during the continuance of any Event of Default, upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and (C) that it will give the Trustee written notice within three (3) Business Days of any failure of the Company (or by any obligor on the Senior Subordinated Notes) in the payment of any installment of the principal of, premium, if any, or interest on, the Senior Subordinated Notes when the same shall be due and payable. ARTICLE EIGHT MODIFICATION AND WAIVER SECTION 8.01. Without Consent of Holders. (a) The Company and the Trustee may modify and amend this Indenture or any Security Document without the consent of any Holder (including entering into the Security Documents upon the date of Release), for any of the following purposes: -104- (i) to cure any ambiguity, omission, defect or inconsistency in this Indenture or any Security Document; (ii) to comply with Section 5.01; (iii) to provide for uncertificated Senior Subordinated Notes, in addition to or in place of certificated Senior Subordinated Notes; (iv) to add additional Guarantees with respect to the Senior Subordinated Notes; (v) to secure the Senior Subordinated Notes under this Indenture; (vi) to add to the covenants of the Company for the benefit of the Holders of the Senior Subordinated Notes or to surrender any right or power conferred upon the Company; (vii) to make any change that does not adversely affect the rights of any Holder of the Senior Subordinated Notes; (viii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (ix) to provide for the issuance of Additional Senior Subordinated Notes in accordance with this Indenture, including the issuance of Additional Senior Subordinated Notes as restricted securities under the Securities Act and substantially identical Additional Senior Subordinated Notes pursuant to an exchange offer registered with the Commission; or (x) to evidence and provide the acceptance of the appointment of a successor Trustee under Section 7.09. (b) On the date of the Release, RHD, the Guarantors and Trustee (without notice to or the consent of any Holder) shall enter into the supplemental indenture attached as Exhibit B to the Escrow Agreement (the "Release Date Supplemental Indenture"), pursuant to which RHD will assume the obligations of Finance Corp. hereunder, and the Guarantors shall each execute the notation of guarantee in the form of Exhibit F and deliver the same to the Trustee. SECTION 8.02. With Consent of Holders. (a) This Indenture may be amended with the consent of the registered Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then -105- outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Subordinated Notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and Section 8.01) with the consent of the registered Holders of at least a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding. (b) However, without the consent of each Holder of an outstanding Senior Subordinated Note, no amendment may, (1) reduce the amount of Senior Subordinated Notes whose holders must consent to an amendment, supplement or waiver, (2) reduce the rate of or change the time for payment of interest on any Senior Subordinated Note, (3) reduce the principal of or change the Stated Maturity of any Senior Subordinated Note, (4) make any Senior Subordinated Note payable in money other than that stated in the Senior Subordinated Note, (5) impair the right of any Holder of the Senior Subordinated Notes to receive payment of principal of and interest on such Holder's Senior Subordinated Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Senior Subordinated Notes, the Parent Guarantee or the Subsidiary Guarantees, (6) (A) release Parent or any Subsidiary Guarantor from its obligations under the Parent Guarantee or its Subsidiary Guarantee, as the case may be, or this Indenture other than pursuant to the terms of this Indenture, or (B) release any security interest that may have been granted in favor of the Holders of the Senior Subordinated Notes pursuant to Section 4.11 other than pursuant to the terms of this Indenture, (7) modify the provisions of Section 4.08 or the related definitions at any time on or after the Company is obligated to make a Change of Control Offer, (8) prior to the Release, release or modify in any respect the Lien of the Trustee on the Escrowed Property, or (9) waive a default in the payment of principal of or premium, if any, or interest, if any, on the Senior Subordinated Notes (except as set forth under Section 6.01). -106- (c) The consent of the Holders of the Senior Subordinated Notes shall not be necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment. (d) After an amendment that requires the consent of the Holders of Senior Subordinated Notes becomes effective, the Company shall mail to each registered Holder of the Senior Subordinated Notes at such holder's address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Senior Subordinated Notes, or any defect therein, shall not impair or affect the validity of the amendment. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. SECTION 8.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Senior Subordinated Notes shall comply with the TIA as then in effect. SECTION 8.04. Revocation and Effect of Consents. (a) After an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Senior Subordinated Note is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Senior Subordinated Note or portion thereof, and of any Senior Subordinated Note issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Senior Subordinated Note. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Holders has been obtained. -107- SECTION 8.05. Notation on or Exchange of Senior Subordinated Notes. If an amendment, supplement or waiver changes the terms of a Senior Subordinated Note, the Trustee (in accordance with the specific written direction of the Company) shall request the Holder of the Senior Subordinated Note (in accordance with the specific written direction of the Company) to deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on the Senior Subordinated Note about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Senior Subordinated Note shall issue, the Guarantors shall endorse and the Trustee shall authenticate a new Senior Subordinated Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Senior Subordinated Note shall not affect the validity and effect of such amendment, supplement or waiver. SECTION 8.06. Trustee To Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article Eight if the amendment, supplement or waiver does not affect the rights, duties, liabilities or immunities of the Trustee. If it does affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign such amendment, supplement or waiver. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 13.04, that such amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms (subject to customary exceptions). ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE SECTION 9.01. Discharge of Liability on Senior Subordinated Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect as to all Senior Subordinated Notes, and related guarantees, issued hereunder when: (i) either (x) all Senior Subordinated Notes that have been authenticated, except lost, stolen or destroyed Senior Subordinated Notes that have been replaced or paid and Senior Subordinated Notes for whose payment money has been deposited in -108- trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (y) all Senior Subordinated Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company, Parent or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Senior Subordinated Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the date of the deposit; (iii) the Company, Parent or the Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Company has delivered irrevocable instructions to the trustee under this Indenture to apply the deposited money toward the payment of the Senior Subordinated Notes at maturity or the redemption date, as the case may be. In addition, the Company shall deliver an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been satisfied and at the cost and expense of the Company. (b) Subject to Sections 9.01(c) and 9.02, the Company may, at its option and at any time, elect to terminate some or all of its obligations and the obligations of the Guarantors under the outstanding Senior Subordinated Notes and this Indenture (hereinafter, "Legal Defeasance") except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the TIA. At any time, the Company may terminate its obligations (i) under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 (ii) under Sections 6.01(5), (6), (7), (8) (with respect to Significant Subsidiaries) or (9) and (iii) under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6) on a date the conditions set forth in Section 9.02 are satisfied (hereinafter, "Covenant Defeasance") and thereafter, any omission to comply with any covenant referred to in clause (ii) above will not constitute a Default or Event of Default with respect to the Senior Subordinated Notes. The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. (c) If the Company exercises its Legal Defeasance option, payment of the Senior Subordinated Notes may not be accelerated because of an Event of Default with re- -109- spect thereto. If the Company exercises its Covenant Defeasance option, payment of the Senior Subordinated Notes may not be accelerated because of an Event of Default as described in Section 6.01(3) (insofar as such Event of Default applies to obligations under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6)), under Section 6.01(4) (insofar as such Event of Default applies to obligations under Sections 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17), under Sections 6.01(5), (6), (7) (in the case of Sections 6.01 (6) and (7), with respect to Significant Subsidiaries only) or under Section 6.01(8) or the failure of the Company to comply with Section 5.01(b)(5) or (c)(5). If the Company exercises its Legal Defeasance option, each Guarantor, if any, shall be released from all its obligations under its Guarantee, and the Trustee shall execute a release of such Subsidiary Guarantee. If the Company exercises its Covenant Defeasance option, each Guarantor, if any, shall be released from its obligations under its Guarantee to the extent that the Company is released from its obligations under this Indenture. (d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (e) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.06, 2.07, 2.08,7.07, 9.05, 9.06 and 9.08 shall survive until such time as the Senior Subordinated Notes have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 9.05 and 9.06 shall survive. SECTION 9.02. Conditions to Defeasance. The Legal Defeasance option or the Covenant Defeasance option, in Section 9.01, may be exercised only if: (a) the Company irrevocably deposits in trust with the Trustee money or Government Obligations, or a combination thereof, for the payment of principal of and interest on the Senior Subordinated Notes to maturity or redemption, as the case may be; (b) the Company delivers to the Trustee a certificate from an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Senior Subordinated Notes to maturity or redemption, as the case may be; -110- (c) 123 days pass after the deposit is made and during the 123-day period no Default described in Section 6.01(7) occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period; (d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (e) such deposit does not constitute a default under any other material agreement or instrument binding on the Company; (f) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (g) in the case of an election of Legal Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel stating that: (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance election and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such election has not occurred; (h) in the case of an election of Covenant Defeasance under Section 9.01, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such election had not occurred; and (i) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to an election under 9.01 have been complied with as required by this Indenture. -111- SECTION 9.03. Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. All money and Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of the outstanding Senior Subordinated Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Holders of such Senior Subordinated Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 9.02(a) or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company any money or Government Obligations held by it as provided in Section 9.02(a) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. SECTION 9.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 9.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and each Guarantor's obligations under this Indenture, the Senior Subordinated Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Nine until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 9.01; provided that if the Company or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Senior Subordinated Notes because of the reinstatement of their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Senior Subordinated Notes to receive such payment from the money or Government Obligations held by the Trustee or Paying Agent. -112- SECTION 9.05. Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.02(a), to the Company upon a request of the Company (or, if such moneys had been deposited by the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be released from all further liability with respect to such moneys. SECTION 9.06. Moneys Held by Trustee. Any moneys deposited with the Trustee or any Paying Agent or then held by the Company or the Guarantors in trust for the payment of the principal of or premium, if any, or interest on any Senior Subordinated Note that are not applied but remain unclaimed by the Holder of such Senior Subordinated Note for two years after the date upon which the principal of or premium, if any, or interest on such Senior Subordinated Note shall have respectively become due and payable shall be repaid to the Company (or, if appropriate, the Guarantors) upon a request of the Company, or if such moneys are then held by the Company or the Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Senior Subordinated Note entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company and the Guarantors, either mail to each Holder affected, at the address shown in the register of the Senior Subordinated Notes maintained by the Registrar pursuant to Section 2.04, or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in the City of New York, New York, a notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company or the Guarantors or the release of any money held in trust by the Company or any Guarantors, as the case may be, Holders entitled to the money must look only to the Company and the Guarantors for payment as general creditors unless applicable abandoned property law designates another Person. -113- ARTICLE TEN GUARANTEE OF SECURITIES SECTION 10.01. Guarantee. Prior to the Release, the Senior Subordinated Notes will not be guaranteed. From and after the Merger and Release and subject to the provisions of this Article Ten, Parent (the "Parent Guarantee") and Subsidiary Guarantors, by execution of the Release Date Supplemental Indenture, fully and unconditionally, jointly and severally, on an unsecured senior subordinated basis, guarantee to each Holder (i) the due and punctual payment of the principal of and interest on each Senior Subordinated Note, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Senior Subordinated Notes, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders or the Trustee all in accordance with the terms of such Senior Subordinated Note, this Indenture and the Registration Rights Agreement, and (ii) in the case of any extension of time of payment or renewal of any Senior Subordinated Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. From and after the Merger and Release, each Guarantor, by execution of the Release Date Supplemental Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Senior Subordinated Note or this Indenture, any failure to enforce the provisions of any such Senior Subordinated Note, this Indenture or the Registration Rights Agreement, any waiver, modification or indulgence granted to the Company with respect thereto by the Holder of such Senior Subordinated Note, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Senior Subordinated Note or the Debt evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any such Senior Subordinated Note except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed -114- hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The Subsidiary Guarantee of any Subsidiary Guarantor may be released pursuant to Section 4.19 or Section 10.03. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of any Holder under the Guarantees. SECTION 10.02. Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 10.01, each Guarantor hereby agrees, on the date of the Release, that a notation of such Guarantee, substantially in the form included in Exhibit F hereto, shall be endorsed on each Senior Subordinated Note authenticated and delivered by the Trustee on the date of the Release and such Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Senior Subordinated Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall be in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note on which such Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Senior Subordinated Note shall be valid nevertheless. The delivery of any Senior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor. SECTION 10.03. Release of Guarantors. The Guarantee of any Guarantor will be automatically and unconditionally released and discharged upon any of the following: (A) in connection with the sale of (A) that number of shares of Capital Stock of such Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of the Company or another Restricted Subsidiary or (B) all or sub- -115- stantially all of the assets of such Subsidiary Guarantor to a Person that is not the Company, Parent or another Restricted Subsidiary of the Company; provided that such sale complies with Section 4.12; (B) the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and in each such case, the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other Debt (provided that the Trustee is given 90 days written notice of such other release) such Subsidiary Guarantee of such Subsidiary Guarantor shall also be released. The Trustee shall execute any documents reasonably requested by either the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Senior Subordinated Notes and under this Article Ten. SECTION 10.04. Waiver of Subrogation. Until all the obligations under the Senior Subordinated Notes and the Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under its Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Senior Subordinated Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other Property or by set-off or in any other manner, payment or Senior Subordinated Note on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Senior Subordinated Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Senior Subordinated Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Senior Subordinated Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from -116- the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.04 is knowingly made in contemplation of such benefits. SECTION 10.05. Notice to Trustee. The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known to the Company or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Guarantees. Notwithstanding the provisions of this Article Ten or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Guarantees, unless and until the Trustee shall have received written notice thereof from the Company no later than one Business Day prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice referred to in this Section 10.05 at least one Business Day prior to the date upon which by the terms hereof any such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Senior Subordinated Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it less than one Business Day prior to such date. SECTION 10.06. Subordination of Guarantee. The obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Senior Subordinated Notes are junior and subordinated to the Senior Debt of the Company. For the purposes of the foregoing sentence, and notwithstanding anything to the contrary contained herein, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors (or any Persons acting on their behalf) only at such times as they may receive and/or retain payments in respect of the Senior Subordinated Notes pursuant to this Indenture, including Article Twelve, and the Holders of Senior Debt shall have the same rights and remedies provided for in Article Twelve. -117- ARTICLE ELEVEN SECURITY DOCUMENTS SECTION 11.01. Security Documents. The due and punctual payment of the principal of and interest on the Senior Subordinated Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Senior Subordinated Notes and performance of all other obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture and the Senior Subordinated Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. Each Holder, by its acceptance of the Senior Subordinated Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. The Company shall deliver to the Trustee copies of all documents delivered to the Securities Intermediary pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Senior Subordinated Notes secured thereby, according to the intent and purposes herein and therein expressed. The Company shall take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of the Company hereunder, a valid and enforceable perfected lien on and security interest in all the Collateral, in favor of the Securities Intermediary for the benefit of the Holders and other Persons for whose benefit the Securities Intermediary or Trustee, as applicable, acts pursuant to the Security Documents. SECTION 11.02. Recording and Opinions. (a) The Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents. For the avoidance of doubt, no Lien (other than that of the Trustee on behalf of the Holders) shall be permitted to exist on the Collateral. The Company shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. -118- (b) The Company shall at all times comply with the provisions of TIA Section. 314(b), whether or not the TIA is then applicable to the obligations of the Company and, if applicable, the Guarantors under this Indenture. SECTION 11.03. Release of Collateral. (a) Collateral may (and, as applicable, shall) be released or substituted only in accordance with the terms of the Security Documents. (b) The release of any Collateral from the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. SECTION 11.04. Certificates of the Company. To the extent applicable, the Company shall comply with TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of Property or securities from the lien and security interest of the Security Documents and relating to the substitution therefor of any Property or securities to be subjected to the lien and security interest of the Security Documents. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Collateral Agent in the exercise of reasonable care. SECTION 11.05. Authorization of Actions To Be Taken by the Trustee Under the Security Documents. Subject to the provisions of Sections 7.01 and 7.02 hereof, the Trustee shall and without the consent of the Holders of Senior Subordinated Notes, direct, on behalf of the Holders of Senior Subordinated Notes, the Securities Intermediary to take all actions it deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents and (b) collect and receive any and all amounts payable in respect of the obligations of the Company hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or to the Trustee). -119- SECTION 11.06. Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents. SECTION 11.07. Termination of Security Interest. Upon the consummation of (x) the Merger and Release or (y) the Special Mandatory Redemption, or upon Legal Defeasance, the Trustee shall, at the request of the Company, deliver a certificate to the Securities Intermediary stating that such obligations have been paid in full. ARTICLE TWELVE SUBORDINATION SECTION 12.01. Senior Subordinated Notes Subordinated to Senior Debt. Prior to the Merger and Release, the Senior Subordinated Notes shall be senior obligations of the Company secured only by the Escrowed Property. From and after the Merger and Release, the Debt evidenced by the Senior Subordinated Notes, the Parent Guarantee and the Subsidiary Guarantees will be senior subordinated unsecured obligations of the Company, Parent and the Subsidiary Guarantors, as the case may be. The Senior Subordinated Notes shall in all respects rank pari passu with all other senior subordinated debt of the Company. The terms of the subordination provisions described in this Article Twelve with respect to the Company's obligations under the Senior Subordinated Notes apply equally to Parent and each Subsidiary Guarantor and the Obligations of Parent and such Subsidiary Guarantors under their respective Guarantees. Except for the first sentence in the immediately preceding paragraph, anything herein to the contrary notwithstanding, the Company, for itself and its successors, and each Holder agrees that the payment of all Obligations owing on, or relating to, the Senior Subordinated Notes to the Holders is subordinated, to the extent and in the manner provided in this Article Twelve, to the prior payment in full in cash or Temporary Cash Investments (or any other consideration acceptable to the holders of Senior Debt) of all Obligations on Senior Debt (including all Obligations with respect to the Credit Facility), whether outstanding on the Issue Date or thereafter Incurred. Notwithstanding the provisions of this Article Twelve, payments and distributions made relating to the Notes pursuant to a trust fund established un- -120- der Section 9.05 pursuant to the terms of Article Nine (so long as all of the applicable conditions contained in Article Nine were satisfied at the time of such payment) shall not be subordinated to Senior Debt under this Article Twelve. This Article Twelve shall constitute a continuing benefit to all Persons who become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt and such holders are made obligees hereunder and any one or more of them may enforce such provisions. SECTION 12.02. Suspension of Payment When Senior Debt Is in Default. (a) If any Payment Default occurs with respect to any Designated Senior Debt (including upon any acceleration of the maturity thereof and, without limitation, guarantees of the foregoing items which constitute such Senior Debt) and is continuing, then the Company shall not be permitted to pay principal of, premium, if any, or interest (or other amounts) on the Senior Subordinated Notes or make any further deposit pursuant to Section 9.02 and may not repurchase, redeem or otherwise retire for value or make any payment of any kind with respect to any Senior Subordinated Notes (collectively, "pay the Senior Subordinated Notes") if: payment or distribution of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations owing on, or relating to, the Senior Subordinated Notes or to acquire any of the Senior Subordinated Notes for cash or Property or otherwise prior to such Payment Default (and all other Payment Defaults) shall have been cured or waived in accordance with the terms of the documentation governing the respective Designated Senior Debt or ceased to exist or all Designated Senior Debt with respect to which any Payment Default has occurred and is continuing shall have been discharged or paid in full in cash or Temporary Cash Investments. (b) If any event of default (other than a Payment Default) occurs and is continuing with respect to any Designated Senior Debt (as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt) permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (a "Non-payment Default"), and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee stating that such notice is a payment blockage notice (a "Payment Blockage Notice"), then during the period (the "Payment Blockage Period") beginning upon the delivery of such Payment Blockage Notice and ending on the earliest of (x) the date on which such Non-payment Default is cured or waived or will have ceased to exist (so long as no other Non-payment Default exists), (y) 180 days after the date on which the applicable Payment Blockage Notice is received, and (z) the date on which the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Payment Blockage Period, neither the Company nor any other Person on its behalf shall (i) pay the Senior Subordinated Notes or (ii) acquire any of the -121- Notes for cash or Property or otherwise. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days from the date the applicable Payment Blockage Notice is received by the Trustee and (y) only one such Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 12.02(b), no known default (other than a payment default) which existed or was continuing on the date of the commencement of any Payment Blockage Notice (whether or not such event of default is in the same issue of Designated Senior Debt) with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a any other Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived or will have ceased to exist for a period of not less than 90 consecutive days subsequent to the commencement of such initial Payment Blockage Notice (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by the foregoing provisions of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Senior Subordinated Notes and all other Obligations owing under the Senior Subordinated Notes pursuant to Article Six or to pursue any rights or remedies hereunder (subject to the rights, if any, under this Article Twelve, of the holders of Senior Debt in respect of cash, Property or securities of the Company received upon the exercise of any such remedy); provided that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Temporary Cash Investments before the Holders are entitled to receive any payment of any kind or character with respect to Obligations owing on, or with respect to, the Senior Subordinated Notes. -122- SECTION 12.03. Obligations Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation or Reorganization of Company. (a) Upon any payment or distribution of assets of either the Company or any Subsidiary Guarantor or its Property of any kind or character, whether in cash, Property or securities, to creditors upon any total or partial liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors or marshaling of assets of the Company, Parent or any Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company or its assets, whether voluntary or involuntary, all Obligations in respect of Senior Debt due or to become due shall first be paid in full in cash, Temporary Cash Investments or any other consideration acceptable to the holders of Senior Debt (including interest after the commencement of any bankruptcy or other like proceeding at the rate specified in the applicable Senior Debt whether or not such interest is an allowed claim in any such proceeding), before any payment or distribution of any kind or character is made on account of any Obligations on, or with respect to, the Senior Subordinated Notes or for the acquisition of any of the Senior Subordinated Notes for cash or Property or otherwise. Upon any such dissolution, winding-up, liquidation, reorganization, receivership or similar proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, Property or securities, to which the Holders or the Trustee would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee if received by it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Temporary Cash Investments after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt. (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. -123- It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding paragraph) of the Company's obligation to make any distribution or payment pursuant to any Senior Debt, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Debt in cash or Temporary Cash Investments, shall have no force or effect for purposes of the subordination provisions contained in this Article Twelve, with any turnover of payments as otherwise calculated pursuant to this Article Twelve to be made as if no such diminution had occurred. (c) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, Property or securities, shall be received by the Trustee or any Holder when such payment or distribution is prohibited by this Section 12.03, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid until all such Senior Debt has been paid in full in cash or Temporary Cash Investments, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. SECTION 12.04. Payments May Be Paid Prior to Dissolution. Nothing contained in this Article Twelve or elsewhere in this Indenture shall prevent (i) the Company, except under the conditions described in Sections 12.02 and 12.03, from making payments at any time for the purpose of making payments of principal of and interest on the Obligations owing under the Senior Subordinated Notes, or from depositing with the Trustee any monies for such payments, or (ii) in the absence of actual knowledge by the Trustee that a given payment would be prohibited by Section 12.02 or 12.03, the application by the Trustee of any monies deposited with it for the purpose of making such payments of principal of, and interest on, the Obligations owing under the Senior Subordinated Notes to the Holders entitled thereto unless at least one Business Day prior to the date upon which such payment would otherwise become due and payable the Trustee shall have actually received the written notice provided for in Section 12.13, in the first sentence of Section 12.02(b) or in the last sentence of this Section 12.04 (provided that, notwithstanding the foregoing, the Holders receiving any payments made in contravention of Sections 12.02 and/or 12.03 (and such payments) shall otherwise be subject to the provisions of Sections 12.02 and 12.03). The Company shall give prompt written notice to the Trustee of any dissolution, winding-up, liquidation or reorganization of the Company, although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. -124- SECTION 12.05. Holders To Be Subrogated to Rights of Holders of Senior Debt. Subject to the payment in full in cash or Temporary Cash Investments of all Senior Debt, the Holders shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, Property or securities of the Company applicable to the Senior Debt until the Obligations owing under the Senior Subordinated Notes shall be paid in full; and, for the purposes of such subrogation, no such payments or distributions to the holders of the Senior Debt by or on behalf of the Company, or by or on behalf of the Holders by virtue of this Article Twelve, which otherwise would have been made to the Holders shall, as between the Company and the Holders, be deemed to be a payment by the Company to or on account of the Senior Debt, it being understood that the provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Debt, on the other hand. SECTION 12.06. Obligations of the Company Unconditional. Nothing contained in this Article Twelve or elsewhere in this Indenture is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders, the Obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and any interest on the Obligations owing under the Senior Subordinated Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent any Holder or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Twelve, of the holders of Senior Debt in respect of cash, Property or securities of the Company received upon the exercise of any such remedy. SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent. Whenever a distribution is to be made or a notice given to holders of Designated Senior Debt, the distribution may be made and the notice given to their Representative. Upon any payment or distribution of assets of the Company referred to in this Article Twelve, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders, for the purpose of ascertaining the Persons entitled to -125- participate in such payment or distribution, the holders of the Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve. Nothing in this Article Twelve shall apply to the claims of, or payments to, the Trustee in its capacity as such under or pursuant to Section 7.07. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Twelve, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. SECTION 12.08. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt. No right of any present or future holders of any Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt or Senior Debt of any Guarantor ("Guarantor Senior Debt") may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders to the holders of the Senior Debt or Guarantor Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or Guarantor Senior Debt, or otherwise amend or supplement in any manner Senior Debt or Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Senior Debt or Guarantor Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or other- -126- wise securing Senior Debt or Guarantor Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt or Guarantor Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of Obligations. Each Holder authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Debt and the Holders, the subordination provided in this Article Twelve, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of the Company, the filing of a claim for the unpaid balance of its Obligations owing under the Senior Subordinated Notes and accrued interest in the form required in those proceedings. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their Representative shall have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Obligations owing under the Senior Subordinated Notes or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding. SECTION 12.10. This Article Twelve Not To Prevent Events of Default. The failure to make a payment on account of principal of or interest on the Obligations owing under the Senior Subordinated Notes by reason of any provision of this Article Twelve will not be construed as preventing the occurrence of an Event of Default. SECTION 12.11. Amendments or Modifications To Article Twelve. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of any holder of Senior Debt under this Article Twelve or Article Thirteen without the consent of such holder of Senior Debt. Notwithstanding anything to the contrary contained in this Indenture (but without limiting the provisions of the immediately preceding sentence), no amendment or modification to any provision of this Article Twelve or the related definitions used herein (other than to cure any ambiguity, defect, mistake or inconsis- -127- tency herein, so long as such amendment or modification does not adversely affect the rights of the holders of any Senior Debt then outstanding) shall be permitted without the consent of the Holders of at least a majority in principal amount of the Senior Subordinated Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Senior Subordinated Notes) or, if required by Section 8.02, by each Holder affected. SECTION 12.12. Acceleration of Senior Subordinated Notes. If payment of the Senior Subordinated Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration. SECTION 12.13. Notice to Trustee; Rights of Trustee and Paying Agent. The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee or any Holder in respect of the Senior Subordinated Notes or under any Guarantee pursuant to the provisions of this Article Twelve although any delay or failure to give any such notice shall have no effect on the subordination provisions contained herein. Notwithstanding the provisions of this Article Twelve or any other provision of this Indenture, neither the Trustee nor any Paying Agent shall be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee or such Paying Agent, and (in the absence of actual knowledge that the respective payment will violate the applicable provisions of this Article Twelve) the Trustee and such Paying Agent may continue to make payments on the Senior Subordinated Notes, unless the Trustee or such Paying Agent shall have received, at least one Business Day prior to the date of such payment, written notice of facts that would cause the payment of any Obligations with respect to the Senior Subordinated Notes to violate this Article Twelve (although the receipt of such payment shall otherwise be subject to the applicable provisions of this Article Twelve). Only the Company, a Guarantor, a holder of Senior Debt or a Representative thereof may give the notice. Nothing in this Article Twelve shall impair the claims of, or payments to, the Trustee in its capacity as such under or pursuant to Section 7.07. Nothing in this Section 12.13 is intended to or shall relieve any Holder of Notes from the obligations imposed under Sections 12.02 and 12.03 with respect to other distributions received in violation of the provisions hereof. The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. -128- ARTICLE THIRTEEN MISCELLANEOUS SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. SECTION 13.02. Notices. Except for notice or communications to Holders, any notice or communication shall be given in writing and when received if delivered in person, when receipt is acknowledged if sent by facsimile, on the next Business Day if timely delivered by a nationally recognized courier service that guarantees overnight delivery or two Business Days after deposit if mailed by first-class mail, postage prepaid, addressed as follows: If to the Company: R.H. Donnelley Finance Corporation I One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Fax: (914) 933-6844 With a copy to: R.H. Donnelley Inc. One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Fax: (914) 933-6844 -129- With a copy to: Jones, Day, Reavis & Pogue North Point, 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Attn: Thomas C. Daniels Fax: (216) 579-0212 If to the Trustee, Registrar or Paying Agent: Mailing Address: The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attn: Corporate Trust Administration Fax: (212) 815-5707 Such notices or communications shall be effective when received and shall be sufficiently given if so given within the time prescribed in this Indenture. The Company, the Guarantors or the Trustee by written notice to the others may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a Holder shall be mailed to him by first-class mail, postage prepaid, at his address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to a Holder is mailed in the manner provided above, it shall be deemed duly given, whether or not the addressee receives it. In case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. SECTION 13.03. Communications by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Senior Subordinated Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). -130- SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture (except for the issuance of Senior Subordinated Notes on the Issue Date), the Company or such Guarantor shall furnish to the Trustee: (1) an Officers' Certificate (which shall include the statements set forth in Section 13.05 below) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 13.05 below) stating that, in the opinion of such counsel, all such conditions precedent have been complied with. SECTION 13.05. Statements Required in Certificate and Opinion. Each certificate (other than certificates provided pursuant to Section 4.06) and opinion with respect to compliance by or on behalf of the Company or any Guarantor with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with. SECTION 13.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or meetings of Holders. The Registrar and Paying Agent may make reasonable rules for their functions. -131- SECTION 13.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or other day on which (i) commercial banks in the City of New York are authorized or required by law to close or (ii) the New York Stock Exchange is not open for trading. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. SECTION 13.08. Governing Law. This Indenture, the Senior Subordinated Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. SECTION 13.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No such indenture, loan, security or debt agreement may be used to interpret this Indenture. SECTION 13.10. Successors. All agreements of the Company and the Guarantors in this Indenture and the Senior Subordinated Notes shall bind their respective successors. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind its successor. SECTION 13.11. Multiple Counterparts. The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. SECTION 13.12. Table of Contents, Headings, etc. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. -132- SECTION 13.13. Separability. Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Indenture or the Senior Subordinated Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. [Signature Pages Follow] IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above. R.H. DONNELLEY FINANCE CORPORATION I By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President THE BANK OF NEW YORK, as Trustee By: /s/ Julie Salovitch Miller Name: Julie Salovitch Miller Title: Vice President EXHIBIT A CUSIP R.H. DONNELLEY FINANCE CORPORATION I (to be merged with and into R.H. DONNELLEY INC.) No. $ $ 10-7/8% SENIOR SUBORDINATED NOTE DUE 2012 R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of [ ] on December 15, 2012. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. Reference is made to the further provisions of this Senior Subordinated Note contained herein, which will for all purposes have the same effect as if set forth at this place. A-1 IN WITNESS WHEREOF, the Company has caused this Senior Subordinated Note to be signed manually or by facsimile by one of its duly authorized officers. R.H. DONNELLEY FINANCE CORPORATION I By: __________________________________ Name: Title: A-2 Certificate of Authentication This is one of the 10-7/8% Senior Subordinated Notes Due 2012 referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: ______________________________ Dated: A-3 [FORM OF REVERSE OF NOTE] R.H. DONNELLEY FINANCE CORPORATION I 10-7/8% SENIOR SUBORDINATED NOTE DUE 2012 1. Interest. R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer (the "Company"), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 10-7/8% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including December 3, 2002 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each June 15 and December 15, commencing June 15, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months and actual days elapsed. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by the Senior Subordinated Notes. 2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on June 1 or December 1 immediately preceding the interest payment date (whether or not a Business Day). Holders must surrender Senior Subordinated Notes to a Paying Agent to collect principal payments. The Company will pay to the Paying Agent principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions to the Company, the Company may pay, or cause to be paid by the Paying Agent, all principal, interest and Additional Interest, if any, on the Holder's Senior Subordinated Notes in accordance with those instructions. All other payments on the Senior Subordinated Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. 3. Paying Agent and Registrar. Initially, The Bank of New York (the "Trustee") will act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 4. Indenture. The Company issued the Senior Subordinated Notes under an Indenture dated as of December 3,2002 (the "Indenture") between the Company and the Trustee. This is one of an issue of Senior Subordinated Notes of the Company issued, or to be issued, under the Indenture. The terms of the Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as amended from time to time. The Senior Subordinated Notes are subject to all such terms, and Holders are referred to the Indenture and such A-4 Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 5. Optional Redemption. (a) Except as set forth below, the Senior Subordinated Notes will not be redeemable at the option of the Company prior to December 15, 2007. Thereafter, the Senior Subordinated Notes will be redeemable, at the Company's option, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below and are expressed as percentages of principal amount:

Redemption Redemption Year Price - ---------- ---------- 2007.......................................... 105.438% 2008.......................................... 103.625% 2009.......................................... 101.813% 2010 and thereafter........................... 100.000%

(b) From and after the Release and Merger and from time to time on or prior to December 15, 2005, the Company may at its option on any one or more occasions redeem Senior Subordinated Notes (including Additional Senior Subordinated Notes, if any) in an aggregate principal amount up to a maximum of 35% of the aggregate principal amount of Senior Subordinated Notes (including Additional Senior Subordinated Notes, if any) issued under the Indenture at a redemption price equal to 110.875% of the principal amount, plus accrued and unpaid interest thereon, if any, to the redemption date, subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Senior Subordinated Notes (including Additional Senior Subordinated Notes, if any) issued under the Indenture remains outstanding immediately after giving effect to any such redemption (excluding Senior Subordinated Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice. (c) The Trustee will select Senior Subordinated Notes called for redemption pursuant to this paragraph 5 on a pro rata basis, by lot or by such method as the Trustee in its sole discretion shall deem fair and appropriate; provided that no Senior Subordinated Notes of $1,000 or less shall be redeemed in part. A new Senior Subordinated Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder A-5 thereof upon cancellation of the original Senior Subordinated Note. Senior Subordinated Notes called for redemption pursuant to this paragraphs 5, 6 and 7 hereto become due on the date fixed for redemption. On and after the redemption date, interest stops accruing on Senior Subordinated Notes or portions of them called for redemption. 6. Special Mandatory Redemption. In the event that the Merger and Release have not occurred on or prior to 5:00 p.m., New York City time, on the Deadline, the Company shall, on a Business Day designated by the Company that is not more than ten Business Days following the Deadline (the "Special Mandatory Redemption Date") redeem in cash, on a pro rata basis (a)(i) $450.0 million of the Senior Subordinated Notes at a redemption price equal to 101% of the principal amount of such Senior Subordinated Notes and (ii) $150.0 million of the Senior Subordinated Notes at a redemption price equal to 100% of the principal amount of such Senior Subordinated Notes plus, in each case (b) the accrued and unpaid interest on the Senior Subordinated Notes from and including the Issue Date to but excluding the Special Mandatory Redemption Date. The "Deadline" is January 31, 2003 or such earlier date that RHD determines not to pursue consummation of the Acquisition. 7. Special Pro Rata Redemption. If the tender offer shall not be consummated, then on a business day designated by the Company within ten business days of the Release, $150.0 million of Senior Subordinated Notes shall be redeemed (the "Special Pro Rata Redemption") on a pro rata basis at a redemption price equal to 100% of the principal amount of such Senior Subordinated Notes, plus accrued and unpaid interest thereon from and including the Issue Date to but excluding the Special Pro Rata Redemption Date. The Special Pro Rata Redemption shall occur on a pro rata basis among the Holders of the Senior Subordinated Notes, provided that as to each Holder, the Special Pro Rata Redemption shall be in an amount that is an integral multiple of $1,000. 8. Notice of Redemption. Except in the case of Special Mandatory Redemption and Special Pro Rata Redemption, notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Senior Subordinated Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to such Senior Subordinated Note shall state the portion of the principal amount thereof to be redeemed. Notice of the Special Mandatory Redemption will be mailed promptly to each Holder of Senior Subordinated Notes at its registered address, the Trustee and the Securities Intermediary. 9. Offers To Purchase. The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale and subject to further limitations contained therein, the Company shall make an offer to purchase outstanding Senior Subordinated Notes in accordance with the procedures set forth in the Indenture. A-6 10. Registration Rights. (a) Pursuant to an Exchange and Registration Rights Agreement among RHD, the Guarantors and the Initial Purchasers named therein (the "Registration Rights Agreement"), RHD will be obligated to consummate an exchange offer (the "Exchange Offer") pursuant to which the Holder of this Senior Subordinated Note shall have the right to exchange this Senior Subordinated Note for Senior Subordinated Notes which have been registered under the Securities Act, in like principal amount and having substantially identical terms as the Senior Subordinated Notes. (b) If (i) within 120 days after the date of the Release (or 120 days after RHD is either required or requested to file a Shelf Registration Statement pursuant to the Registration Rights Agreement), the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement), has not been filed with the Commission; (ii) within 180 days after the date of the Release (or 180 days after RHD is either required or requested to file a Shelf Registration Statement pursuant to the Registration Rights Agreement), the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement) has not been declared effective; (iii) within 210 days after the date of the Release, the Exchange Offer has not been consummated; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or useable (subject, in the case of the Shelf Registration Statement, to the exceptions set forth in the Registration Rights Agreement) in connection with resales of the Senior Subordinated Notes or Exchange Securities in accordance with and during the periods specified in Sections 2 and 3 of the Registration Rights Agreement (each such event referred to in clauses (i) through (iv), a "Registration Default"), additional interest will accrue on the Senior Subordinated Notes and the Exchange Securities (in addition to the stated interest on the Senior Subordinated Notes and the Exchange Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured ("Additional Interest"). Additional Interest will accrue at an initial rate of 0.25% per annum of the aggregate principal amount of the Senior Subordinated Notes during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum of 1.00% per annum. 11. Denominations, Transfer, Exchange. The Senior Subordinated Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Senior Subordinated Notes in accordance with the Indenture, provided that if the Company or an Affiliate thereof acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. [The Registrar shall not be required to exchange or register a transfer of any Senior Subordinated Note for a period of 15 days immediately preceding the redemption of Senior Subordinated Notes, except the unredeemed portion of any Senior Subordinated Note being redeemed in part.] A-7 12. Persons Deemed Owners. The registered Holder of this Senior Subordinated Note may be treated as the owner of this Senior Subordinated Note for all purposes. 13. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general creditors unless an "abandoned property" law designates another Person. 14. Amendment, Supplement, Waiver, Etc. The Company, the Guarantors, if any, and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Senior Subordinated Notes, amend, waive or supplement the Indenture or the Senior Subordinated Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a successor to the Company of its obligations under the Indenture or any Security Documents and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Senior Subordinated Notes may be made by the Company, the Guarantors, if any, and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Senior Subordinated Notes, subject to certain exceptions requiring the consent of the Holders of the particular Senior Subordinated Notes to be affected. 15. Restrictive Covenants. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur additional Debt, pay dividends on, redeem or repurchase its Capital Stock, make certain investments, sell assets, create restrictions on the payment of dividends or other amounts to the Company from its Restricted Subsidiaries, enter into transactions with Affiliates, expand into unrelated businesses, create liens or consolidate, merge or sell all or substantially all of the assets of the Company and its Restricted Subsidiaries and requires the Company to provide reports to Holders of the Senior Subordinated Notes. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually report to the Trustee on compliance with such limitations. 16. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Senior Subordinated Notes and the Indenture and the transaction complies with the terms of Article Five of the Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations. 17. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the A-8 Company, or the Holders of not less than 25% of the principal amount of the Senior Subordinated Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Senior Subordinated Notes; and upon any such declaration all such amounts upon such Senior Subordinated Notes shall become and be immediately due and payable, anything in the Indenture or in the Senior Subordinated Notes to the contrary notwithstanding. If an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs, then the principal of and any accrued and unpaid interest on all of the Senior Subordinated Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Senior Subordinated Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Senior Subordinated Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests. 18. Trustee Dealings with Company. Subject to certain limitations imposed by the Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 19. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Senior Subordinated Notes and Guarantees by accepting a Senior Subordinated Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes and the Guarantees. 20. Discharge. The Company's obligations pursuant to the Indenture will be discharged, except for obligations pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Senior Subordinated Notes or upon the irrevocable deposit with the Trustee of United States dollars or Government Obligations sufficient to pay when due principal of and interest on the Senior Subordinated Notes to maturity or redemption, as the case may be. A-9 21. Guarantees. From and after the date of the Release, the Senior Subordinated Notes will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders. 22. Authentication. This Senior Subordinated Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Senior Subordinated Note. 23. Governing Law. THIS SENIOR SUBORDINATED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Trustee, the Company and the Guarantors agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Senior Subordinated Notes. 24. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: R.H. Donnelley Finance Corporation I One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Telephone: (914) 933-6400 Fax: (914) 933-6844 With a copy to: R.H. Donnelley Inc. One Manhattanville Road Purchase, New York 10577 Attn: General Counsel Telephone: (914) 933-6400 Fax: (914) 933-6844 A-10 With a copy to: Jones, Day, Reavis & Pogue North Point, 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Tel: (216) 586-3939 Fax: (216) 579-0212 A-11 ASSIGNMENT I or we assign and transfer this Note to: ________________________________________________________________________________ (Insert assignee's social security or tax I.D. number) ________________________________________________________________________________ (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: __________________ Your Signature: __________________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _____________________________ SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-12 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, check the appropriate box: ? Section 4.08 ? Section 4.12 If you want to have only part of the Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the amount you elect to have purchased: $_____________________________ (multiple of $1,000) Date: _________________________ Your Signature: _____________________________________ (Sign exactly as your name appears on the face of this Note) ____________________________ Signature Guaranteed SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-13 EX-4.18 7 y84419exv4w18.txt SUPPLEMENTAL INDENTURE: 10 7/8% SENIOR SUB NOTES Exhibit 4.18 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Senior Subordinated Notes Supplemental Indenture"), dated as of January 3, 2003 among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), R.H. Donnelley Corporation, a Delaware corporation ("Parent"), the Guarantors signatory hereto (the "Guarantors") and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H: WHEREAS, Finance Corp. and the Trustee heretofore executed and delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and supplemented, the "Senior Subordinated Notes Indenture"), providing for the issuance of the 10-7/8% Senior Subordinated Notes due 2012 of Finance Corp. (the "Securities"; capitalized terms used herein but not otherwise defined have the meanings ascribed thereto in the Senior Subordinated Notes Indenture); WHEREAS, Article Five of the Senior Subordinated Notes Indenture provides that upon the execution and delivery by Donnelley to the Trustee of this Senior Subordinated Notes Supplemental Indenture, Donnelley shall be the successor Company under the Indenture and the Securities and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp. under the Senior Subordinated Notes Indenture and the Securities and Finance Corp. shall be discharged from all obligations and covenants under the Senior Subordinated Notes Indenture and the Securities; WHEREAS, Section 10.02 of the Senior Subordinated Notes Indenture provides that upon execution and delivery by each Guarantor to the Trustee of this Senior Subordinated Notes Supplemental Indenture and a Guarantee attached to the Senior Subordinated Notes Indenture in the form of Exhibit F thereto, each Guarantor shall be a Guarantor under the Senior Subordinated Notes Indenture and the Securities: WHEREAS, Section 8.01(b) of the Senior Subordinated Notes Indenture instructs the Trustee, Donnelley and the Guarantors to enter into this Senior Subordinated Notes Supplemental Indenture; and WHEREAS, this Senior Subordinated Notes Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of Donnelley, Parent and the Guarantors. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, Donnelley and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: ARTICLE I Assumption by Successor Company Section 1.1. Assumption of the Securities. Donnelley hereby expressly assumes and agrees promptly to pay, perform and discharge when due each and every debt (including accrued original issue discount on such debts, if any), obligation, covenant and agreement incurred, made or to be paid, performed or discharged by Finance Corp. under the Senior Subordinated Notes Indenture and the Securities. Donnelley hereby agrees to be bound by all the terms, provisions and conditions of the Senior Subordinated Notes Indenture and the Securities and that it shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, Finance Corp., as the predecessor Company, under the Senior Subordinated Notes Indenture and the Securities, all to the extent provided in and in accordance with the terms and conditions of, the Senior Subordinated Notes Indenture. Each Guarantor hereby agrees to guarantee the obligations of Donnelley assumed pursuant to the terms of this Senior Subordinated Notes Supplemental Indenture. Section 1.2. Discharge of Finance Corp. Finance Corp. is hereby expressly discharged from all debts, obligations, covenants and agreements under or relating to the Senior Subordinated Notes Indenture and the Securities. Section 1.3. Trustee's Acceptance. The Trustee hereby accepts this Senior Subordinated Notes Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Senior Subordinated Notes Indenture. ARTICLE II Miscellaneous Section 2.1. Effect of Supplemental Indenture. Upon the execution and delivery of this Senior Subordinated Notes Supplemental Indenture by Donnelley, Parent, the Guarantors and the Trustee, the Senior Subordinated Notes Indenture shall be supplemented in accordance herewith, and this Senior Subordinated Notes Supplemental Indenture shall form a part of the Senior Subordinated Notes Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered under the Senior Subordinated Notes Indenture shall be bound thereby. Section 2.2. Senior Subordinated Notes Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Senior Subordinated Notes Indenture shall remain in full force and effect. Section 2.3. Senior Subordinated Notes Indenture and Senior Subordinated Notes Supplemental Indenture Construed Together. This Senior Subordinated Notes Supplemental Indenture is an indenture supplemental to and in implementation of the Senior Subordinated Notes Indenture, and the Senior Subordinated Notes Indenture and this Senior Subordinated Notes Supplemental Indenture shall henceforth be read and construed together. Section 2.4. Confirmation and Preservation of Senior Subordinated Notes Indenture. The Senior Subordinated Notes Indenture as supplemented by this Senior Subordinated Notes Supplemental Indenture is in all respects confirmed and preserved. Section 2.5. Conflict with Trust Indenture Act. If any provision of this Senior Subordinated Notes Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required or deemed under the TIA to be part of and govern any provision of this Senior Subordinated Notes Supplemental Indenture, such provision of the TIA shall control. If any provision of this Senior Subordinated Notes Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Senior Subordinated Notes Indenture as so modified or to be excluded by this Senior Subordinated Notes Supplemental Indenture, as the case may be. Section 2.6. Severability. In case any provision in this Senior Subordinated Notes Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.7. Benefits of Senior Subordinated Notes Supplemental Indenture. Nothing in this Senior Subordinated Notes Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Senior Subordinated Notes Indenture, this Senior Subordinated Notes Supplemental Indenture or the Securities. 2 Section 2.8. Successors. All agreements of Donnelley in this Senior Subordinated Notes Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Senior Subordinated Notes Supplemental Indenture shall bind its successors. Section 2.9. Certain Duties and Responsibilities of the Trustee. In entering into this Senior Subordinated Notes Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior Subordinated Notes Indenture and the Securities relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. Section 2.10. Governing Law. This Senior Subordinated Notes Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Section 2.11. Multiple Originals. The parties may sign any number of copies of this Senior Subordinated Notes Supplemental Indenture, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 2.12. Headings. The Article and Section headings herein are inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. Section 2.13. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Senior Subordinated Notes Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by Donnelley and the Guarantors. 3 IN WITNESS WHEREOF, the parties hereto have caused this Senior Subordinated Notes Supplemental Indenture to be duly executed as of the date first written above. R.H. DONNELLEY INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CORPORATION By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President GET DIGITAL SMART.COM INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY APIL, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY ACQUISITIONS, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY CD INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY ACQUISITIONS II, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President DIRECTORIESAMERICA, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY PUBLISHING & ADVERTISING, INC. By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. DONNELLEY DIRECTORY COMPANY By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President CENDON, L.L.C. By: /s/ David C. Swanson Name: David C. Swanson Title: Manager THE BANK OF NEW YORK, as trustee By: /s/ Julie Salovitch Miller Name: Julie Salovitch-Miller Title: Vice President EX-4.20 8 y84419exv4w20.txt GUARANTEES: 10 7/8% SENIOR SUBORDINATED NOTES Exhibit 4.20 GUARANTEES From and after the date of the Release, each of the undersigned (the "Guarantors") hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of December 3, 2002 by and among R.H. Donnelley Finance Corporation I, a Delaware corporation, as issuer (the "Company"), the Guarantors, as guarantors, and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the "Indenture"), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder of the Note to which this Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by such provisions. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and fixed liabilities without rendering such Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. [Signatures on Following Pages] IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly authorized officer. R.H. Donnelley Corporation, as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley APIL, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley CD, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President Get Digital Smart.com, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Acquisitions Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Acquisitions II Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President 2 DirectoriesAmerica, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Publishing & Advertising, Inc., as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President R.H. Donnelley Directory Company, as Guarantor By: /s/ Robert J. Bush Name: Robert J. Bush Title: Vice President CenDon, L.L.C., as Guarantor By: /s/ David C. Swanson Name: David C. Swanson Title: Manager 3 EX-21 9 y84419exv21.txt SUBSIDIARIES Exhibit 21- Subsidiaries of the Company as of March 6, 2003 Parent Level: R.H. Donnelley Corporation (formerly known as The Dun & Bradstreet Corporation), a Delaware corporation; publicly traded on NYSE as "RHD" Tier 1 Subsidiary: R.H. Donnelley Inc. (formerly known as The Reuben H. Donnelley Corporation), a Delaware corporation wholly owned by R.H. Donnelley Corporation Tier 2 Subsidiaries: CenDon, L.L.C.* Get Digital Smart.com Inc.** R.H. Donnelley APIL, Inc** R.H. Donnelley CD, Inc.** R.H. Donnelley Publishing & Advertising, Inc.*** Third Tier Subsidiary: R.H. Donnelley Acquisitions, Inc., a Delaware corporation wholly owned by R.H. Donnelley APIL, Inc. - ---------------------- * Delaware limited liability company, owned jointly by R.H. Donnelley Inc. and R.H. Donnelley Publishing & Advertising. Inc., which does business as R.H. Donnelley Publishing & Advertising and Sprint Yellow Pages(R). ** Delaware corporations wholly owned by R.H. Donnelley Inc. Get Digital Smart is presently inactive. *** Kansas corporation (formerly known as Sprint Publishing & Advertising, Inc.), wholly owned by R.H. Donnelley Inc., which now does business as R.H. Donnelley Publishing & Advertising and Sprint Yellow Pages(R). EX-23 10 y84419exv23.htm CONSENT OF INDEPENDENT ACCOUNTANTS

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos. 33-44551, 33-56289, 33-64317, 333-46615, 333-59790, 333-65822, 333-75539, 333-75541, 333-75543, 333-91613) of R.H. Donnelley Corporation of our report dated February 21, 2003 relating to the R.H. Donnelley Corporation consolidated financial statements and our report dated January 17, 2003 relating to the DonTech Partnership combined financial statements, which appear in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
March 19, 2003 EX-99.1 11 y84419exv99w1.txt CERTIFICATION OF CEO Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of R.H. Donnelley Corporation (the "Company") for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. /s/ David C. Swanson David C. Swanson Chief Executive Officer March 17, 2003 EX-99.2 12 y84419exv99w2.txt CERTIFICATION OF CFO/SENIOR VICE PRESIDENT Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of R.H. Donnelley Corporation (the "Company") for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. /s/ Steven M. Blondy Steven M. Blondy Senior Vice President and Chief Financial Officer March 17, 2003 2 EX-99.3 13 y84419exv99w3.txt CERTIFICATION OF CEO Exhibit 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of R.H. Donnelley Inc. (the "Company") for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. /s/ David C. Swanson David C. Swanson Chief Executive Officer March 18, 2003 EX-99.4 14 y84419exv99w4.txt CERTIFICATION OF CFO/SENIOR VICE PRESIDENT Exhibit 99.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K of R.H. Donnelley Inc. (the "Company") for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. /s/ Steven M. Blondy Steven M. Blondy Senior Vice President and Chief Financial Officer March 18, 2003 2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.13

                                                                    Exhibit 4.13

================================================================================

                      R.H. DONNELLEY FINANCE CORPORATION I

                (To be Merged With and Into R.H. Donnelley Inc.)

                                       and

                        THE BANK OF NEW YORK, as Trustee

                     --------------------------------------

                                    INDENTURE

                          Dated as of December 3, 2002
                     --------------------------------------

                    $325,000,000 8-7/8% Senior Notes Due 2010

================================================================================



                              CROSS-REFERENCE TABLE



  TIA                                                                           Indenture
Section                                                                         Section
- -------                                                                         ---------
                                                                          
310 (a)(1)...............................................................    7.10
    (a)(2)...............................................................    7.10
    (a)(3)...............................................................    N.A.
    (a)(4)...............................................................    N.A.
    (a)(5)...............................................................    N.A.
    (b)..................................................................    7.08; 7.10
    (b)(1)...............................................................    7.10
    (c)..................................................................    N.A.
311 (a)..................................................................    7.11
    (b)..................................................................    7.11
    (c)..................................................................    N.A.
312 (a)..................................................................    2.06
    (b)..................................................................    12.03
    (c)..................................................................    12.03
313 (a)..................................................................    7.06
    (b)(1)...............................................................    N.A.
    (b)(2)...............................................................    7.06; 11.04
    (c)..................................................................    7.06; 11.04
    (d)..................................................................    7.06
314 (a)..................................................................    4.06; 4.18; 12.04
    (b)..................................................................    11.02
    (c)(1)...............................................................    12.04
    (c)(2)...............................................................    12.04
    (c)(3)...............................................................    N.A.
    (d)..................................................................    11.04
    (e)..................................................................    12.05
    (f)..................................................................    N.A.
315 (a)..................................................................    7.01(b)
    (b)..................................................................    7.05
    (c)..................................................................    7.01(a)
    (d)..................................................................    7.01(c)
    (e)..................................................................    6.12
316 (a)(last sentence)..................................................     2.10
    (a)(1)(A)............................................................    6.05
    (a)(1)(B)............................................................    6.04
    (a)(2)...............................................................    N.A.
    (b)..................................................................    6.08
    (c)..................................................................    8.04
317 (a)(1)...............................................................    6.09
    (a)(2)...............................................................    6.10
    (b)..................................................................    2.05; 7.12
318 (a)..................................................................    12.01


- --------------
N.A. means Not Applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of this Indenture



                                TABLE OF CONTENTS

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE



                                                                                                        Page
                                                                                                        ----
                                                                                                     
SECTION 1.01.     Definitions........................................................................     1
SECTION 1.02.     Incorporation by Reference of Trust Indenture Act..................................    37
SECTION 1.03.     Rules of Construction..............................................................    38

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Amount of Senior Notes.............................................................    39
SECTION 2.02.     Form and Dating....................................................................    39
SECTION 2.03.     Execution and Authentication.......................................................    40
SECTION 2.04.     Registrar and Paying Agent.........................................................    40
SECTION 2.05.     Paying Agent To Hold Money in Trust................................................    41
SECTION 2.06.     Holder Lists.......................................................................    41
SECTION 2.07.     Transfer and Exchange..............................................................    41
SECTION 2.08.     Replacement Senior Notes...........................................................    42
SECTION 2.09.     Outstanding Senior Notes...........................................................    43
SECTION 2.10.     Treasury Notes.....................................................................    43
SECTION 2.11.     Temporary Senior Notes.............................................................    43
SECTION 2.12.     Cancellation.......................................................................    44
SECTION 2.13.     Defaulted Interest.................................................................    44
SECTION 2.14.     CUSIP Number.......................................................................    44
SECTION 2.15.     Deposit of Moneys..................................................................    45
SECTION 2.16.     Book-Entry Provisions for Global Notes.............................................    45
SECTION 2.17.     Special Transfer Provisions........................................................    47
SECTION 2.18.     Computation of Interest............................................................    49

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee.............................................    49
SECTION 3.02.     Selection by Trustee of Senior Notes To Be Redeemed................................    50
SECTION 3.03.     Notice of Redemption...............................................................    50
SECTION 3.04.     Effect of Notice of Redemption.....................................................    51


                                      -i-





                                                                                                        Page
                                                                                                        ----
                                                                                                     
SECTION 3.05.     Deposit of Redemption Price........................................................    51
SECTION 3.06.     Senior Notes Redeemed in Part......................................................    52
SECTION 3.07.     Special Mandatory Redemption; Notices to Trustee and Securities Intermediary.......    52
SECTION 3.08.     Notice of Special Mandatory Redemption to Holders..................................    52
SECTION 3.09.     Effect of Notice of Special Mandatory Redemption...................................    53
SECTION 3.10.     Deposit of Special Mandatory Redemption Price......................................    53
SECTION 3.11.     Other Mandatory Redemption.........................................................    53

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Senior Notes............................................................    54
SECTION 4.02.     Maintenance of Office or Agency....................................................    54
SECTION 4.03.     Legal Existence....................................................................    55
SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law..........................    55
SECTION 4.05.     Waiver of Stay, Extension or Usury Laws............................................    56
SECTION 4.06.     Compliance Certificate.............................................................    56
SECTION 4.07.     Payment of Taxes and Other Claims..................................................    57
SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control.........................    57
SECTION 4.09.     Limitation on Debt.................................................................    59
SECTION 4.10.     Limitation on Restricted Payments..................................................    63
SECTION 4.11.     Limitation on Liens................................................................    69
SECTION 4.12.     Limitation on Asset Sales..........................................................    69
SECTION 4.13.     Limitation on Restrictions on Distributions from Restricted Subsidiaries...........    73
SECTION 4.14.     Limitation on Transactions with Affiliates.........................................    75
SECTION 4.15.     Designation of Restricted and Unrestricted Subsidiaries............................    78
SECTION 4.16.     Limitation of Company's Business...................................................    79
SECTION 4.17.     Reports to Holders.................................................................    79
SECTION 4.18.     Creation of Subsidiaries; Additional Subsidiary Guarantees.........................    80

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Property.........................................    81


                                      -ii-





                                                                                                        Page
                                                                                                        ----
                                                                                                     
SECTION 5.02.     Successor Person Substituted.......................................................    84

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default..................................................................    84
SECTION 6.02.     Acceleration of Maturity; Rescission...............................................    87
SECTION 6.03.     Other Remedies.....................................................................    88
SECTION 6.04.     Waiver of Past Defaults and Events of Default......................................    89
SECTION 6.05.     Control by Majority................................................................    89
SECTION 6.06.     Limitation on Suits................................................................    89
SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and Stockholders...........    90
SECTION 6.08.     Rights of Holders To Receive Payment...............................................    90
SECTION 6.09.     Collection Suit by Trustee.........................................................    90
SECTION 6.10.     Trustee May File Proofs of Claim...................................................    91
SECTION 6.11.     Priorities.........................................................................    91
SECTION 6.12.     Undertaking for Costs..............................................................    92

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee..................................................................   92
SECTION 7.02.     Rights of Trustee..................................................................   94
SECTION 7.03.     Individual Rights of Trustee.......................................................   95
SECTION 7.04.     Trustee's Disclaimer...............................................................   95
SECTION 7.05.     Notice of Defaults.................................................................   96
SECTION 7.06.     Reports by Trustee to Holders......................................................   96
SECTION 7.07.     Compensation and Indemnity.........................................................   96
SECTION 7.08.     Replacement of Trustee.............................................................   98
SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc....................................   99
SECTION 7.10.     Eligibility; Disqualification......................................................   99
SECTION 7.11.     Preferential Collection of Claims Against Company..................................   99
SECTION 7.12.     Paying Agents......................................................................   99


                                      -iii-



                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER



                                                                                                        Page
                                                                                                        ----
                                                                                                     
SECTION 8.01.     Without Consent of Holders.........................................................   100
SECTION 8.02.     With Consent of Holders............................................................   101
SECTION 8.03.     Compliance with Trust Indenture Act................................................   102
SECTION 8.04.     Revocation and Effect of Consents..................................................   102
SECTION 8.05.     Notation on or Exchange of Senior Notes............................................   103
SECTION 8.06.     Trustee To Sign Amendments, etc....................................................   103

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Discharge of Liability on Senior Notes; Defeasance.................................   104
SECTION 9.02.     Conditions to Defeasance...........................................................   105
SECTION 9.03.     Deposited Money and Government Obligations To Be Held in Trust; Other Miscellaneous
                     Provisions......................................................................   107
SECTION 9.04.     Reinstatement......................................................................   108
SECTION 9.05.     Moneys Held by Paying Agent........................................................   108
SECTION 9.06.     Moneys Held by Trustee.............................................................   108

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.    Guarantee..........................................................................   109
SECTION 10.02.    Execution and Delivery of Guarantee................................................   110
SECTION 10.03.    Release of Guarantors..............................................................   111
SECTION 10.04.    Waiver of Subrogation..............................................................   111
SECTION 10.05.    Notice to Trustee..................................................................   112

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01.    Security Documents.................................................................   112
SECTION 11.02.    Recording and Opinions.............................................................   113
SECTION 11.03.    Release of Collateral..............................................................   113
SECTION 11.04.    Certificates of the Company........................................................   114


                                      -iv-





                                                                                                        Page
                                                                                                        ----
                                                                                                     
SECTION 11.05.    Certificates of the Trustee........................................................   114
SECTION 11.06.    Authorization of Actions To Be Taken by the Trustee Under the Security Documents...   114
SECTION 11.07.    Authorization of Receipt of Funds by the Trustee Under the Security Documents......   115
SECTION 11.08.    Termination of Security Interest...................................................   115

                                                      ARTICLE TWELVE

                                                       MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls.......................................................   115
SECTION 12.02.    Notices............................................................................   115
SECTION 12.03.    Communications by Holders with Other Holders.......................................   117
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent.................................   117
SECTION 12.05.    Statements Required in Certificate and Opinion.....................................   117
SECTION 12.06.    Rules by Trustee and Agents........................................................   118
SECTION 12.07.    Legal Holidays.....................................................................   118
SECTION 12.08.    Governing Law......................................................................   118
SECTION 12.09.    No Adverse Interpretation of Other Agreements......................................   118
SECTION 12.10.    Successors.........................................................................   118
SECTION 12.11.    Multiple Counterparts..............................................................   119
SECTION 12.12.    Table of Contents, Headings, etc...................................................   119
SECTION 12.13.    Separability.......................................................................   119

                                                         EXHIBITS

Exhibit A.        Form of Senior Note................................................................   A-1
Exhibit B.        Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes.......   B-1
Exhibit C.        Form of Legend for Regulation S Note...............................................   C-1
Exhibit D.        Form of Legend for Global Note.....................................................   D-1
Exhibit E.        Form of Certificate To Be Delivered in Connection with
                  Transfers Pursuant to Regulation S ................................................   E-1
Exhibit F.        Form of Guarantee..................................................................   F-1
Exhibit G.        Form of Certificate from Acquiring Institutional Accredited Investor...............   G-1


                                       -v-



                  INDENTURE, dated as of December 3, 2002, between R.H.
DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer ("Finance
Corp.") and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").

                  References herein to the "Company" refer to (i) prior to the
Merger (as defined herein) and the consummation of the other Transactions (as
defined herein), Finance Corp. and (ii) from and after the Merger, only to R.H.
Donnelley Inc. and not any of its Subsidiaries.

                  On and after the Release Date, the Senior Notes will be
Guaranteed by the Guarantors.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Senior
Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.

                  "Acquired Debt" means Debt of a Person existing at the time
such Person becomes a Restricted Subsidiary, other than Debt Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary. Acquired Debt shall be deemed to be Incurred on the date the
acquired Person becomes a Restricted Subsidiary.

                  "Acquisition" means the consummation, on the date of the
Merger and Release, of the acquisition by Parent of Centel Directory Company, a
Delaware corporation, DirectoriesAmerica, Inc., a Kansas corporation, and Sprint
Publishing & Advertising, Inc., a Kansas corporation.

                  "Acquisition Agreement" means the stock purchase agreement
dated as of September 21, 2002 by and between Sprint Corporation, a Kansas
corporation, Centel Directories LLC, a Delaware limited liability company, and
Parent.

                  "Additional Assets" means:

                  (a)      any Property (other than cash, cash equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary
         and used in a Related Business; or



                                      -2-

                  (b)      Capital Stock of a Person that is or becomes a
         Restricted Subsidiary upon or as a result of the acquisition of such
         Capital Stock by the Company or another Restricted Subsidiary from any
         Person other than the Company or an Affiliate of the Company; provided,
         however, that, in the case of this clause (b), such Restricted
         Subsidiary is primarily engaged in a Related Business.

                  "Additional Interest" has the meaning set forth in Exhibit A.

                  "Additional Senior Notes" has the meaning set forth in Section
2.01.

                  "Affiliate" of any specified Person means:

                  (a)      any other Person directly or indirectly controlling
         or controlled by or under direct or indirect common control with such
         specified Person, or

                  (b)      any other Person who is a director or officer of:

                           (1)      such specified Person,

                           (2)      any Subsidiary of such specified Person, or

                           (3)      any Person described in clause (a) above.

                  For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.12 and 4.14 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                  "Affiliate Transaction" has the meaning set forth in Section
4.14.

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

                  "Agent Members" has the meaning set forth in Section 2.16.

                  "Allocable Excess Proceeds" has the meaning set forth in
Section 4.12(d).

                  "Alternate Offer" has the meaning set forth in Section
4.08(e).



                                      -3-

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

                  (a)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares or shares required
         by applicable law to be held by a Person other than the Company or a
         Restricted Subsidiary),

                  (b)      all or substantially all of the properties and assets
         of any division or line of business of the Company or any Restricted
         Subsidiary, or

                  (c)      any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary;

other than, in the case of clause (a), (b) or (c) above,

                  (1)      any disposition by the Company or a Restricted
         Subsidiary to the Company, a Restricted Subsidiary or any Person (if
         after giving effect to such transfer such other Person becomes a
         Restricted Subsidiary),

                  (2)      any disposition that constitutes a Permitted
         Investment or Restricted Payment permitted by Section 4.10,

                  (3)      any disposition effected in compliance with Section
         5.01,

                  (4)      any disposition of Temporary Cash Investments in the
         ordinary course of business,

                  (5)      any disposition of obsolete, worn out or permanently
         retired equipment or facilities or other property that are no longer
         useful in the conduct of the business of the Company or any Restricted
         Subsidiary,

                  (6)      any disposition of Receivables and Related Assets in
         a Qualified Securitization Transaction for the Fair Market Value
         thereof including cash or Temporary Cash Investments in an amount at
         least equal to 75% of the Fair Market Value thereof,

                  (7)      for purposes of Section 4.12, any disposition the net
         proceeds of which to the Company and its Restricted Subsidiaries do not
         exceed $1 million in any transaction or series of related transactions,



                                      -4-

                  (8)      the licensing or sublicensing of intellectual
         property or other general intangibles and licenses, leases or subleases
         of other property in the ordinary course of business which do not
         materially interfere with the business of the Company and its
         Restricted Subsidiaries,

                  (9)      the sale or other disposition of cash or Cash
         Equivalents,

                  (10)     any release of intangible claims or rights in
         connection with the loss or settlement of a bona fide lawsuit, dispute
         or other controversy and

                  (11)     any sale or other disposition of the Company's
         pre-press publishing facility located in Bristol, Tennessee.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a)      the sum of the products of (1) the number of years
         (rounded to the nearest one-twelfth of one year) from the date of
         determination to the dates of each successive scheduled principal
         payment of such Debt or redemption or similar payment with respect to
         such Preferred Stock multiplied by (2) the amount of such payment by

                  (b)      the sum of all such payments.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar U.S. Federal or state law.

                  "Board of Directors" means, with respect to any Person, the
board of directors, or any equivalent management entity, of such Person or any
committee thereof duly authorized to act on behalf of such board.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution of such Person's Board of Directors, certified by the Secretary
or an Assistant Secretary, or an equivalent officer, of such Person to have been
duly adopted by the Board of Directors of such Person and to be in full force
and effect on the date of such certification.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or required by law to close.

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the



                                      -5-

last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. For purposes of Section 4.11, a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Restricted Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or a Restricted Subsidiary for the benefit of
their employees and except to the extent that any purchase made pursuant to such
issuance or sale is financed by the Company or any Restricted Subsidiary) by the
Company of its Capital Stock (including upon the exercise of options, warrants
or rights) (other than Disqualified Stock) or warrants, options or rights to
purchase its Capital Stock (other than Disqualified Stock) after the Issue Date,
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                  "Cash Equivalents" means (a) United States dollars, (b)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1
by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated
money market fund as defined by Rule 2a-7 of the General Rules and Regulations
promulgated under the Investment Company Act of 1940 and (g) in the case of a
Foreign Subsidiary, substantially similar investments denominated in foreign
currencies (including similarly capitalized foreign banks).

                  "Change of Control" means the occurrence of any of the
following events:



                                      -6-

                  (1)      any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
         indirectly, of 50% or more of the total voting power of the Voting
         Stock of Parent or the Company (for the purpose of this clause (1) a
         Person shall be deemed to beneficially own the Voting Stock of a
         corporation that is beneficially owned (as defined above) by another
         corporation (a "parent corporation") if such Person beneficially owns
         (as defined above) at least 50% of the aggregate voting power of all
         classes of Voting Stock of such parent corporation);

                  (2)      during any period of two consecutive years,
         individuals who at the beginning of such period constituted the Board
         of Directors of the Company or the Board of Directors of Parent
         (together with any new directors whose election by such Board of
         Directors or whose nomination for election by the applicable
         shareholders was approved or ratified by a vote of 66 2/3% of the Board
         of Directors of the Company or Parent, as applicable, then still in
         office who were either directors at the beginning of such period or
         whose election or nomination for election was previously so approved or
         ratified) cease for any reason to constitute a majority of such Board
         of Directors then in office;

                  (3)      the adoption of a plan relating to the liquidation or
         dissolution of Parent or the Company; or

                  (4)      the merger or consolidation of Parent or the Company
         with or into another Person or the merger of another Person with or
         into Parent or the Company, or the sale of all or substantially all the
         assets of Parent or the Company to another Person, and, in the case of
         any such merger or consolidation, the securities of Parent or the
         Company, as the case may be, that are outstanding immediately prior to
         such transaction and that represent 100% of the aggregate voting power
         of the Voting Stock of Parent or the Company, as the case may be, are
         changed into or exchanged for cash, securities or Property, unless
         pursuant to such transaction such securities are changed into or
         exchanged for, in addition to any other consideration, securities of
         the surviving corporation that represent immediately after such
         transaction, at least a majority of the aggregate voting power of the
         Voting Stock of the surviving corporation;

provided, that a Change of Control shall not be deemed to have occurred solely
as a consequence of a merger or consolidation between Parent and the Company, in
which case all references in the preceding clauses (2) and (4) to "Parent or the
Company" shall henceforth be deemed to refer only to the surviving entity of
such merger or consolidation.

                  "Change of Control Offer" has the meaning set forth in Section
4.08.

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.08.



                                      -7-

                  "Change of Control Purchase Price" has the meaning set forth
in Section 4.08.

                  "Clearstream" has the meaning set forth in Section 2.16.

                  "Collateral" has the meaning set forth in Section 6(a) of the
Escrow Agreement.

                  "Commission" means the U.S. Securities and Exchange
Commission.

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                  "Company" means the party named as such in the first paragraph
of this Indenture and further defined in the second paragraph hereof, until a
successor replaces such party pursuant to Article Five and thereafter means the
successor.

                  "Consolidated Incremental Depreciation and Amortization"
means, for any period, the total amount of depreciation and amortization related
to the step up in basis required under purchase accounting with respect to the
transactions contemplated by the Acquisition Agreement for such period on a
consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, without
duplication and in each case determined on a consolidated basis in accordance
with GAAP, the total interest expense of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by either the Company or its Restricted
Subsidiaries:

                  (a)      the interest component of Capital Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued during such
         period,

                  (b)      amortization of debt discount and debt issuance cost,
         including commitment fees,

                  (c)      capitalized interest,

                  (d)      non-cash interest expense,

                  (e)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing,



                                      -8-

                  (f)      net costs associated with Hedging Obligations
         (including amortization of discounts or fees); provided, however, such
         costs shall not include any unrealized gain or loss implicit in Hedging
         Obligations,

                  (g)      the sum of (a) all Disqualified Stock Dividends and
         (b) Preferred Stock Dividends with respect to Capital Stock of
         Subsidiaries,

                  (h)      interest accruing or paid on any Debt of any other
         Person to the extent such Debt is guaranteed by the Company or any
         Restricted Subsidiary, or is secured by a Lien on the Company's or any
         Restricted Subsidiary's assets, whether or not such interest is paid by
         the Company or such Restricted Subsidiary,

                  (i)      the cash contributions to any employee stock
         ownership plan or similar trust to the extent such contributions are
         used by such plan or trust to pay interest or fees to any Person (other
         than the Company) in connection with Debt Incurred by such plan or
         trust,

                  (j)      interest accruing in connection with a Qualified
         Securitization Transaction, and

                  (k)      the interest portion of any deferred payment
         obligation.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company for such period on a consolidated
basis prior to any adjustment to net income for any preferred stock (other than
Disqualified Stock) as determined in accordance with GAAP; provided, however,
that there shall not be included in such Consolidated Net Income:

                  (a)      any net income (loss) of any Person (other than the
         Company) if such Person is not a Restricted Subsidiary, except that:

                           (1)      the Company's equity in the net income of
                  any such Person for such period shall be included in such
                  Consolidated Net Income up to the aggregate amount of cash
                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary as a dividend or other distribution
                  (subject, in the case of a dividend or other distribution to a
                  Restricted Subsidiary, to the limitations contained in clause
                  (c) below),

                           (2)      the Company's equity in a net loss of any
                  such Person for such period shall be included in determining
                  such Consolidated Net Income, and



                                      -9-

                           (3)      the revenue participation income received in
                  connection with the Revenue Participation Agreement shall not
                  be excluded,

                  (b)      any net income (loss) of any Restricted Subsidiary if
         such Restricted Subsidiary is subject to contractual restrictions,
         directly or indirectly, on the payment of dividends or the making of
         distributions, directly or indirectly, to the Company, except that:

                           (1)      the Company's equity in the net income of
                  any such Restricted Subsidiary for such period shall be
                  included in such Consolidated Net Income up to the aggregate
                  amount of cash distributed by such Restricted Subsidiary
                  during such period to the Company or another Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to another
                  Restricted Subsidiary, to the limitation contained in this
                  clause), and

                           (2)      the Company's equity in a net loss of any
                  such Restricted Subsidiary for such period shall be included
                  in determining such Consolidated Net Income,

                  (c)      any net gain or loss realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Subsidiaries (including pursuant to any sale and leaseback transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business,

                  (d)      any net after-tax extraordinary gain or loss,

                  (e)      the cumulative effect of a change in accounting
         principles,

                  (f)      any non-cash compensation expense realized for grants
         of stock appreciation or similar rights, stock options or other rights
         to officers, directors and employees of the Company or any Restricted
         Subsidiary, provided that such rights (if redeemable), options or other
         rights can be redeemed at the option of the holder only for Capital
         Stock of the Company (other than Disqualified Stock) or Capital Stock
         of a direct or indirect parent of the Company,

                  (g)      50% of Consolidated Incremental Depreciation and
         Amortization,

                  (h)      any non-cash impact attributable to the reduction in
         deferred revenue as a result of the fair value exercise undertaken as
         required by purchase method of accounting for the transactions
         contemplated by the Acquisition Agreement, in accor-



                                      -10-

         dance with GAAP, during the twelve consecutive months following the
         consummation of the Acquisition, and

                  (i)      to the extent non-cash, any unusual, non-operating or
         non-recurring gain or loss (including to the extent related to the
         Acquisition).

                  Notwithstanding the foregoing, for purposes of Section 4.10
only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under such Section pursuant to clause (b)(3)(iv) thereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 21 West,
New York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
9.01.

                  "Credit Facility" means the credit facility to be entered into
by the Company on or before the date of the Merger and Release, as such may be
amended, modified or supplemented from time to time, or one or more debt or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders
against such receivables or inventory) or trade letters of credit, or other
forms of guarantees or assurances that one or more times Refinances, replaces,
supplements, modifies or amends such credit facility.

                  "Credit Facility Escrow Arrangements" means the escrow account
and related agreements pursuant to which the proceeds of certain borrowings
under the Credit Facility made by Finance Corp. or Finance Corp. II, as the case
may be, prior to the Merger and Release will be placed into escrow until the
initial closing under the Acquisition Agreement, at which time such borrowings
will be assumed by RHD.

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.



                                      -11-

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

                  "Deadline" means January 31, 2003, or such earlier date that
RHD determines not to pursue consummation of the Acquisition.

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a)      the principal of and premium (if any, but only in the
         event such premium has become due) in respect of:

                           (1)      debt of such Person for money borrowed, and

                           (2)      debt evidenced by Senior Notes, debentures,
                  bonds or other similar instruments for the payment of which
                  such Person is responsible or liable;

                  (b)      all Capital Lease Obligations of such Person;

                  (c)      all obligations of such Person issued or assumed as
         the deferred purchase price of Property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable for
         goods and services arising in the ordinary course of business);

                  (d)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit, performance bonds or surety bonds securing obligations (other
         than obligations described in (a) through (c) above) provided in the
         ordinary course of business of such Person to the extent such letters
         of credit and bonds are not drawn upon or, if and to the extent drawn
         upon, such drawing is reimbursed no later than the fifth Business Day
         following receipt by such Person of a demand for reimbursement
         following payment on the letter of credit or bond);

                  (e)      the amount of all obligations of such Person with
         respect to the Repayment of any Disqualified Stock or, with respect to
         any Subsidiary of such Person, any Preferred Stock (measured, in each
         case, at the greatest of its voluntary or involuntary maximum fixed
         repurchase price or liquidation value but excluding, in each case, any
         accrued dividends for any current period not yet payable);

                  (f)      all obligations of the type referred to in clauses
         (a) through (e) above of other Persons and all dividends of other
         Persons for the payment of which, in either



                                      -12-

         case, such Person is responsible or liable, directly or indirectly, as
         obligor, guarantor or otherwise, including by means of any guarantee;

                  (g)      all obligations of the type referred to in clauses
         (a) through (f) above of other Persons, the payment of which is secured
         by any Lien on any Property of such Person (whether or not such
         obligation is assumed by such Person), the amount of such obligation
         being deemed to be the lesser of the Fair Market Value of such Property
         or the amount of the obligation so secured; and

                  (h)      to the extent not otherwise included in this
         definition, Hedging Obligations of such Person (the amount of any such
         obligations to be equal at any time to the termination value of such
         agreement or arrangement giving rise to such obligation that would be
         payable by such Person at such time).

                  The amount of Debt of any Person at any date shall be the
amount necessary to extinguish in full as of such date the outstanding balance
at such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date including, without limitation, all
interest that has been capitalized, and without giving effect to any call
premiums in respect thereof. The amount of Debt represented by a Hedging
Obligation shall be equal to:

                  (1)      zero if such Hedging Obligation has been Incurred
         pursuant to Section 4.09(c)(5), (6) or (7) or

                  (2)      the marked-to-market value of such Hedging Obligation
         to the counterparty thereof if not Incurred pursuant to such clauses.

                  For purposes of this definition, the maximum fixed repurchase
price of any Disqualified Stock that does not have a fixed redemption, repayment
or repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Debt will be required to be determined pursuant to the indenture at its
Fair Market Value if such price is based upon, or measured by, the fair market
value of such Disqualified Stock; provided, however, that if such Disqualified
Stock is not then permitted in accordance with the terms of such Disqualified
Stock to be redeemed, repaid or repurchased, the redemption, repayment or
repurchase price shall be the book value of such Disqualified Stock as reflected
in the most recent financial statements of such Person.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.



                                      -13-

                  "Depository" means, with respect to the Senior Notes issued in
the form of one or more Global Notes, The Depository Trust Company or another
Person designated as Depository by the Company, which Person must be a clearing
agency registered under the Exchange Act.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable, in either case at the option of
the holder thereof) or upon the happening of an event:

                  (a)      matures or is mandatorily redeemable pursuant to a
         sinking fund obligation or otherwise,

                  (b)      is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c)      convertible or exchangeable at the option of the
         holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Senior Notes; provided that any Capital Stock that
would not constitute Disqualified Stock but for provisions thereof giving
holders the right to require the Company to repurchase or redeem such Capital
Stock upon the occurrence of a Change of Control occurring prior to the first
anniversary of the Stated Maturity of the Senior Notes shall not constitute
Disqualified Stock if the change of control provisions applicable to such
Disqualified Stock are no more favorable to the holders of such Capital Stock
than the provisions of this Indenture with respect to a Change of Control and
such Capital Stock specifically provides that the Company will not repurchase or
redeem any such Capital Stock pursuant to such provisions prior to the Company's
completing a Change of Control Offer.

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary.

                  "EBITDA" means, for any period:

                  (a)      the sum of an amount equal to Consolidated Net Income
         for such period, plus (without duplication) the following to the extent
         Consolidated Net Income has been reduced thereby for such period:

                           (1)      the provisions for taxes based on income or
                  profits or utilized in computing net loss,



                                      -14-

                           (2)      Pro Forma Consolidated Interest Expense,

                           (3)      depreciation,

                           (4)      amortization,

                           (5)      non-recurring losses or expenses, and

                           (6)      any other non-cash items (provided that any
                  such non-cash item that represents an accrual of or reserve
                  for cash expenditures in any future period shall be deducted
                  in such future period); minus

                  (b)      (x) all non-cash items increasing Consolidated Net
         Income for such period (other than any such non-cash item to the extent
         that it will result in the receipt of cash payments in any future
         period) and (y) all non-recurring gains for such period.

                  Notwithstanding the foregoing clause, the provision for taxes
and the depreciation, amortization and non-cash items of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income.

                  "Escrow Agent" has the meaning set forth in the Escrow
Agreement.

                  "Escrow Agreement" means the escrow agreement dated the Issue
Date among the Securities Intermediary, the Trustee, Finance Corp. and RHD
relating to the Senior Notes.

                  "Escrowed Property" means the funds to be held in escrow
pursuant to the Escrow Agreement.

                  "Euroclear" has the meaning set forth in Section 2.16.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Excess Proceeds" has the meaning set forth in Section 4.12.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934.

                  "Exchange Offer" has the meaning set forth in Exhibit A.

                  "Exchange Securities" has the meaning provided in the
Registration Rights Agreement.



                                      -15-

                  "Existing Notes" means the $150.0 million in aggregate
principal amount of RHD's 9-1/8% senior subordinated notes due 2008 issued under
an indenture dated as of June 5, 1998 between RHD and The Bank of New York, as
trustee, as supplemented by the First Supplemental Indenture, dated as of
November 25, 2002 by and among RHD, The Bank of New York, as trustee and the
guarantors thereto.

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided,

                  (a)      if such Property has a Fair Market Value equal to or
         less than $5 million, by any Officer of the Company, or

                  (b)      if such Property has a Fair Market Value in excess of
         $5 million, by a majority of the Board of Directors of the Company and
         the Board of Directors of Parent and evidenced by a Board Resolution
         dated within 30 days of the relevant transaction.

                  "Finance Corp. II" means R.H. Donnelley Finance Corporation
II.

                  "Foreign Subsidiary" means any Restricted Subsidiary that is
not organized under the laws of the United States, any State thereof or the
District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth:

                  (a)      in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (b)      in the statements and pronouncements of the Financial
         Accounting Standards Board,

                  (c)      in such other statements by such other entity as
         approved by a significant segment of the accounting profession, and

                  (d)      the rules and regulations of the Commission governing
         the inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the Commission.

                  "Global Notes" has the meaning set forth in Section 2.16.



                                      -16-

                  "Government Obligations" means any security issued or
guaranteed as to principal or interest by the United States, or by a person
controlled or supervised by and acting as an instrumentality of the government
of the United States pursuant to authority granted by the Congress of the United
States; or any certificate of deposit for any of the foregoing.

                  "guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (a)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Debt of such other Person (whether
         arising by virtue of partnership arrangements, or by agreements to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay or to maintain financial statement conditions or
         otherwise), or

                  (b)      entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "guarantee" shall not include:

                  (1)      endorsements for collection or deposit in the
                           ordinary course of business, or

                  (2)      a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a Permitted Investment under clause (b) of the definition of
         "Permitted Investment."

                  The term "guarantee" used as a verb has a corresponding
meaning. The term "guarantor" shall mean any Person guaranteeing any obligation.

                  "Guarantee" means, individually, a Subsidiary Guarantee or a
Parent Guarantee and, collectively, the Subsidiary Guarantees and the Parent
Guarantee.

                  "Guarantors" means individually, Parent or a Subsidiary
Guarantor and collectively, Parent and the Subsidiary Guarantors.

                  "Hedging Obligations" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

                  "Holder" means the Person in whose name a Senior Note is
registered on the Senior Note register.



                                      -17-

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and provided further,
however, that amortization of debt discount, accrual or capitalization of
dividends and interest, including the accrual of deferred accrued interest, the
accretion of principal, and the payment of interest or dividends in the form of
additional securities shall not, in any such case, be deemed to be the
Incurrence of Debt, provided that in the case of Debt or Preferred Stock sold at
a discount or for which interest or dividends is capitalized or accrued or
accreted, the amount of such Debt or outstanding Preferred Stock Incurred shall
at all times be the then current accreted value or shall include all capitalized
interest.

                  "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of national standing or any third party appraiser or
recognized expert with experience in appraising the terms and conditions of the
type of transaction or series of related transactions for which an opinion is
required, provided that such firm or appraiser is not an Affiliate of the
Company.

                  "Initial Purchasers" means Salomon Smith Barney Inc., Bear,
Stearns & Co. Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP
Paribas Securities Corp., Fleet Securities, Inc. and ING Financial Markets LLC.

                  "interest" means, with respect to the Senior Notes, interest
and Additional Interest.

                  "Interest Payment Date" means June 15 and December 15 of each
year.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate option agreement, interest rate future agreement or
other similar agreement designed to protect against fluctuations in interest
rates.



                                      -18-

                  "Investment" by any Person means any loan (other than advances
and extensions of credit and receivables in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person or
acquired as part of the assets acquired in connection with an acquisition of
assets otherwise permitted by the indenture), advance or other extension of
credit or capital contribution (by means of transfers of cash or other Property
to others or payments for Property or services for the account or use of others,
or otherwise) (excluding commission, travel and similar advances to officers and
employees in the ordinary course of business) to, or Incurrence of a guarantee
of any obligation of, or purchase or acquisition of Capital Stock, bonds, Senior
Notes, debentures or other securities or evidence of Debt issued by, any other
Person. For purposes of Sections 4.10 and 4.15 and the definition of "Restricted
Payment," "Investment" shall include the Fair Market Value of the Investment of
the Company and any Restricted Subsidiary in any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary (proportionate to the
Company's equity interest in such Subsidiary) of an amount (if positive) equal
to:

                  (a)      the Company's "Investment" in such Subsidiary at the
         time of such redesignation, less

                  (b)      the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the Investment
         of the Company and any Restricted Subsidiary in such Subsidiary at the
         time of such redesignation.

                  In determining the amount of any Investment made by transfer
of any Property other than cash, such Property shall be valued at its Fair
Market Value at the time of such Investment.

                  "Issue Date" means the date on which the Senior Notes are
initially issued (exclusive of any Additional Senior Notes).

                  "Legal Defeasance" has the meaning set forth in Section 9.01.

                  "Legal Holiday" has the meaning set forth in Section 12.07.

                  "Leverage Ratio" means the ratio of:

                  (a)      the outstanding Debt of the Company and the
         Restricted Subsidiaries as of the date of calculation on a consolidated
         basis in accordance with GAAP, to

                  (b)      the LTM Pro Forma EBITDA.



                                      -19-

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any sale and
leaseback transaction).

                  "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four
most recent consecutive fiscal quarters prior to the date of determination for
which financial statements are available and have been filed with the Commission
or the Trustee pursuant to Section 4.17.

                  "Maturity Date" when used with respect to any Senior Note,
means the date on which the principal amount of such Senior Note becomes due and
payable as therein or herein provided.

                  "Merger" means the merger of Finance Corp. with and into RHD
to occur simultaneously with the Release.

                  "Money Market Funds" means shares of an investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund, seeks to maintain a net asset value of $1.00 per share and
has the highest investment rating by S&P and Moody's and, in either case, any
successor rating agency thereto.

                  "Moody's" has the meaning set forth in the definition of
"Temporary Cash Investments."

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only, in each case, as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt
or other obligations relating to the Property that is the subject of such Asset
Sale or received in any other non-cash form), in each case net of:

                  (a)      all legal, title and recording tax expenses,
         commissions and other fees and expenses Incurred, and all U.S. Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale,

                  (b)      all payments made on any Debt that is secured by any
         Property subject to such Asset Sale, in accordance with the terms of
         any Lien upon or other security agreement of any kind with respect to
         such Property, or which must by its terms, or in



                                      -20-

         order to obtain a necessary consent to such Asset Sale, or by
         applicable law, be repaid out of the proceeds from such Asset Sale,

                  (c)      all distributions and other payments required to be
         made to minority interest holders in Subsidiaries or joint ventures as
         a result of such Asset Sale,

                  (d)      brokerage commissions and other reasonable fees and
         expenses (including fees and expenses of counsel, accountants and
         investment bankers) related to such Asset Sale; and

                  (e)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or any Restricted Subsidiary after such Asset Sale
         including, without limitation, pension and other post-employment
         benefit liabilities, liabilities relating to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale and any deductions relating to escrowed amounts.

                  "Non-recourse Debt" means debt as to which neither the Company
nor any Restricted Subsidiary

                  (a)      provides any guarantee or credit support of any kind
         (including any undertaking, guarantee, indemnity, agreement or
         instrument that would constitute Debt) or is directly or indirectly
         liable (as a guarantor or otherwise) or as to which there is any
         recourse to the assets of the Company or its Restricted Subsidiaries;
         and

                  (b)      no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit (upon notice, lapse of
         time or both) any holder of any other Debt of the Company or any
         Restricted Subsidiary to declare a default under such other Debt or
         cause the payment thereof to be accelerated or payable prior to its
         stated maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt, including any guarantees thereof, and in
all cases whether direct or indirect, absolute or contingent, now outstanding or
hereafter created, assumed or incurred and including, without limitation,
interest accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the



                                      -21-

relevant documentation, whether or not an allowed claim, and any obligation to
redeem or defease any of the foregoing.

                  "Offer Amount" has the meaning set forth in Section 4.12(f).

                  "Offer Period" has the meaning set forth in Section 4.12(f).

                  "Offering Memorandum" means the offering memorandum dated
November 26, 2002 relating to the offering of Senior Notes and Senior
Subordinated Notes issued on the Issue Date.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President, the Treasurer or the
Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by an
Officer of the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company, Parent, a Subsidiary Guarantor or the Trustee.

                  "Parent" means R.H. Donnelley Corporation, a Delaware
corporation.

                  "Parent Guarantee" has the meaning set forth in Section 10.01.

                  "Paying Agent" has the meaning set forth in Section 2.04.

                  "Payment Default" means, with respect to any Debt, a failure
to pay principal of such Debt at its Stated Maturity after giving effect to any
applicable grace period provided in the instrument(s) governing such Debt.

                  "Permitted Asset Swap" means any transfer of properties or
assets by the Company or any of its Restricted Subsidiaries in which at least
90% of the consideration received by the transferor consists of properties or
assets (other than cash) that will be used in a Related Business; provided that
the aggregate fair market value (as determined in good faith by the Board of
Directors of the Company and the Board of Directors of Parent) of the property
or assets being transferred by the Company or such Restricted Subsidiary is not
greater than the aggregate fair market value (as determined in good faith by the
Board of Directors of the Company and the Board of Directors of Parent) of the
property or assets received by the Company or such Restricted Subsidiary in such
exchange; provided that, with respect to any transaction or series of related
transactions that constitute a Permitted Asset Swap with an aggregate fair
market value in excess of $25.0 million, the Company, prior to consummation
thereof, shall be required to obtain a written opinion from an Independent
Financial Advisor



                                      -22-

to the effect that such transaction or series of related transactions are fair
from a financial point of view to the Company and Restricted Subsidiaries, taken
as a whole.

                  "Permitted Debt" has the meaning set forth in Section 4.09.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a)      the Company, any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary, provided that the primary business of such Restricted
         Subsidiary is a Related Business, including, without limitation, the
         Acquisition and the transactions contemplated thereby.

                  (b)      Temporary Cash Investments,

                  (c)      receivables owing to the Company or a Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or such Restricted Subsidiary deems
         reasonable under the circumstances,

                  (d)      payroll, travel, commission and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business,

                  (e)      loans and advances to employees, directors and
         consultants made in the ordinary course of business consistent with
         past practices of the Company or such Restricted Subsidiary, as the
         case may be, provided that such loans and advances do not exceed $10
         million at any one time outstanding,

                  (f)      stock, obligations or other securities received in
         settlement or good faith compromise of debts created in the ordinary
         course of business and owing to the Company or a Restricted Subsidiary
         or in satisfaction of judgments or pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         of a debtor,

                  (g)      any Person to the extent such Investment represents
         the non-cash portion of the consideration received in connection with
         an Asset Sale consummated in compliance with Section 4.12,

                  (h)      the Senior Notes and, if issued, any Additional
         Senior Notes,



                                      -23-

                  (i)      Interest Rate Agreements, Currency Exchange
         Protection Agreements, Hedging Obligations and Commodity Price
         Protection Agreement, in each case, permitted under Section 4.09,

                  (j)      Investments in existence on the date of the indenture
         and any permitted Refinancing thereof,

                  (k)      a Securitization Entity in connection with a
         Qualified Securitization Transaction, which Investment consists of the
         transfer of Receivables and Related Assets,

                  (l)      in any Person to the extent that the consideration
         for such Investment consists of Capital Stock of the Company,

                  (m)      Investments in prepaid expenses, negotiable
         instruments held for collection and lease utility and worker's
         compensation, performance and other similar deposits provided to third
         parties in the ordinary course of business,

                  (n)      other Investments that do not exceed $50 million
         outstanding at any one time in the aggregate,

                  (o)      Investments in joint ventures engaged in a Related
         Business that do not exceed $100 million outstanding at any one time in
         the aggregate,

                  (p)      any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (1) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (2) as a result of a
         foreclosure by the Company or any of its Restricted Subsidiaries with
         respect to any secured Investment or such other transfer of title with
         respect to any secured Investment in default,

                  (q)      a Securitization Entity or any Investment by
         Securitization Entity in any other Person, in each case in connection
         with a Qualified Securitization Transaction, provided, however, that
         any Investment in a Securitization Entity in the form of (1) a Purchase
         Money Note; (2) any equity interests; (3) obligations of the
         Securitization Entity to pay the purchase price for assets transferred
         to it; or (4) interests in accounts receivable generated by the Company
         or Restricted Subsidiary and transferred to any Person in connection
         with a Qualified Securitization Transaction or any such Person owning
         such amounts receivable, and



                                      -24-

                  (r)      negotiable instruments held for deposit or collection
         in the ordinary course of business.

                  "Permitted Liens" means:

                  (a)      Liens securing the Senior Notes and the Subsidiary
         Guarantees;

                  (b)      Liens to secure Debt Incurred under Section
         4.09(c)(1);

                  (c)      Liens on the Capital Stock or Property of a
         Restricted Subsidiary securing Debt of a Restricted Subsidiary
         permitted to be secured under this Indenture;

                  (d)      Liens to secure Debt permitted to be Incurred under
         Section 4.09(c)(3), provided that any such Lien may not extend to any
         Property of the Company or any Restricted Subsidiary, other than the
         Property acquired, constructed or leased with the proceeds of such Debt
         and any improvements or accessions to such Property;

                  (e)      Liens for taxes, assessments or governmental charges
         or levies on the Property of the Company or any Restricted Subsidiary
         if the same shall not at the time be delinquent or thereafter can be
         paid without penalty, or are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision that shall be
         required in conformity with GAAP shall have been made therefor;

                  (f)      Liens imposed by law, such as statutory Liens of
         landlords' carriers', warehousemen's and mechanics' Liens and other
         similar Liens, on the Property of the Company or any Restricted
         Subsidiary arising in the ordinary course of business and securing
         payment of obligations that are not more than 60 days past due or are
         being contested in good faith and by appropriate proceedings or Liens
         arising solely by virtue of any statutory or common law provisions
         relating to bankers' liens, rights of set-off or similar rights and
         remedies as to deposit accounts or other funds maintained with a
         creditor depositary institution;

                  (g)      Liens on the Property of the Company or any
         Restricted Subsidiary Incurred in the ordinary course of business to
         secure performance of obligations with respect to statutory or
         regulatory requirements, performance bids, trade contracts, letters of
         credit performance or return-of-money bonds, surety bonds or other
         obligations of a like nature and Incurred in a manner consistent with
         industry practice, in each case which are not Incurred in connection
         with the borrowing of money, the obtaining of advances or credit or the
         payment of the deferred purchase price of Property and which do not in
         the aggregate impair in any material respect the use of Property in the
         operation of the business of the Company and the Restricted
         Subsidiaries taken as a whole;



                                      -25-

                  (h)      Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided further, however, that such Liens shall not have
         been Incurred in anticipation of or in connection with the transaction
         or series of transactions pursuant to which such Property was acquired
         by the Company or any Restricted Subsidiary;

                  (i)      Liens on the Property of a Person at the time such
         Person becomes a Restricted Subsidiary; provided, however, that any
         such Lien may not extend to any other Property of the Company or any
         other Restricted Subsidiary that is not a direct or, prior to such
         time, indirect Subsidiary of such Person; provided further, however,
         that any such Lien was not Incurred in anticipation of or in connection
         with the transaction or series of transactions pursuant to which such
         Person became a Restricted Subsidiary;

                  (j)      pledges or deposits by the Company or any Restricted
         Subsidiary under workmen's compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any Restricted Subsidiary or any Restricted
         Subsidiary is party, or deposits to secure public or statutory
         obligations of the Company or any Restricted Subsidiary, or deposits
         for the payment of rent, in each case Incurred in the ordinary course
         of business;

                  (k)      utility easements, building restrictions and such
         other encumbrances or charges against real Property as are of a nature
         generally existing with respect to properties of a similar character;

                  (l)      any provision for the retention of title to any
         Property by the vendor or transferor of such Property which Property is
         acquired by the Company or a Restricted Subsidiary in a transaction
         entered into in the ordinary course of business of the Company or a
         Restricted Subsidiary and for which kind of transaction it is normal
         market practice for such retention of title provision to be included;

                  (m)      Liens arising by means of any judgment, decree or
         order of any court, to the extent not otherwise resulting in a Default,
         and any Liens that are required to protect or enforce rights in any
         administrative, arbitration or other court proceedings in the ordinary
         course of business;

                  (n)      any Lien securing Debt permitted to be Incurred under
         any Hedging Obligations pursuant to Section 4.09 or any collateral for
         such Debt to which the Hedging Obligations relate;



                                      -26-

                  (o)      liens on and pledges of the Capital Stock of any
         Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary;

                  (p)      (1) mortgages, liens, security interests,
         restrictions, encumbrances or any other matters of record that have
         been placed by any developer, landlord or other third party on property
         over which the Company or any Restricted Subsidiary has easement rights
         or on any real property leased by the Company or any Restricted
         Subsidiary or similar agreements relating thereto and (2) any
         condemnation or eminent domain proceedings or compulsory purchase order
         affecting real property;

                  (q)      Liens existing on the Issue Date not otherwise
         described in clauses (a) through (p) above;

                  (r)      Liens in favor of the Company or any Restricted
         Subsidiary;

                  (s)      Liens on assets of a Securitization Entity Incurred
         in connection with a Qualified Securitization Transaction;

                  (t)      Liens on the Property of the Company or any
         Restricted Subsidiary to secure any Refinancing of Debt, in whole or in
         part, secured by any Lien described in the foregoing clauses (h), (i)
         or (q), provided that any such Lien is limited to all or part of the
         same property or assets (plus improvements, accessions, proceeds or
         dividends or distributions in respect thereof) that secured the Debt
         being Refinanced; and

                  (u)      other Liens to secure Debt, so long as the aggregate
         principal amount of Debt secured thereby does not exceed 5% of
         Consolidated Net Tangible Assets, as determined by reference to the
         most recent balance sheet included in the financial statements filed
         with the Commission or the Trustee pursuant to Section 4.17.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a)      such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1)      the aggregate principal amount (or if
                  Incurred with original issue discount, the aggregate accreted
                  value) and any accrued but unpaid interest then outstanding of
                  the Debt being Refinanced, and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums, tender and defeasance costs,
                  related to such Refinancing,



                                      -27-

                  (b)      in the case of the Refinancing of term Debt, the
         Average Life of such Debt is equal to or greater than the Average Life
         of the Debt being Refinanced,

                  (c)      in the case of the Refinancing of term Debt, the
         Stated Maturity of the Debt being Incurred is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d)      in the case of the Refinancing of Debt of the Company
         or a Subsidiary Guarantor:

                           (1)      the new Debt shall not be senior in right of
                  payment of the Debt being Refinanced; and

                           (2)      if the Debt being Refinanced constitutes
                  Subordinated Obligations of the Company or a Subsidiary
                  Guarantor, the new Debt shall be subordinated to the Senior
                  Notes or the relevant Guarantee, as applicable, at least to
                  the same extent as the Subordinated Obligations;

provided, however, that Permitted Refinancing Debt shall not include:

                  (x)      Debt of a Restricted Subsidiary (other than a
         Subsidiary Guarantor) that Refinances Debt of the Company or a
         Subsidiary Guarantor, or

                  (y)      Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

                  "Person" means any individual, corporation, company (including
any limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                  "Physical Notes" means certificated Senior Notes in registered
form in substantially the form set forth in Exhibit A.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary.

                  "Prepayment Offer" has the meaning set forth in Section
4.12(d).



                                      -28-

                   "Private Placement Legend" means the legend initially set
forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the
form set forth in Exhibit B.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof a calculation performed in
accordance with the terms of this Indenture and (to the extent not conflicting
with such terms) Article 11 of Regulation S-X promulgated under the Securities
Act (as in effect on the Issue Date).

                  "Pro Forma Consolidated Interest Expense" means, with respect
to any period, Consolidated Interest Expense adjusted (without duplication) to
give pro forma effect to any Incurrence of Debt that remains outstanding at the
end of the period or any Repayment of Debt since the beginning of the relevant
period as if such Incurrence or Repayment had occurred on the first day of such
period.

                  If any Debt bears a floating or fluctuating rate of interest
and is being given pro forma effect, the interest expense on such Debt shall be
calculated as if the base interest rate in effect for such floating or
fluctuating rate of interest on the date of determination were in effect for the
whole period (taking into account any Interest Rate Agreement applicable to such
Debt if such Interest Rate Agreement had when entered into a term of at least 12
months or, if shorter, the term of the Debt). In the event the Capital Stock of
any Restricted Subsidiary is sold during the period, the Company shall be deemed
to have Repaid during such period the Debt of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Debt after such sale.

                  "Pro Forma EBITDA" means, for any period, the EBITDA of the
Company and its consolidated Restricted Subsidiaries after making the following
adjustments:

                  (a)      pro forma effect shall be given to any Asset Sales or
         Investment (by merger or otherwise) in any Restricted Subsidiary (or
         any Person which becomes a Restricted Subsidiary) or any other
         acquisition of Property at any time on or subsequent to the first day
         of the period and on or prior to the date of determination as if such
         Asset Sale, Investment or other acquisition had occurred on the first
         day of the period. Any such pro forma calculations may include
         operating expense reductions (net of associated expenses) for such
         period resulting from the acquisition or other Investment which is
         being given pro forma effect that would be permitted pursuant to Rule
         11-02 of Regulation S-X under the Securities Act (as in effect on the
         Issue Date). In addition, since the beginning of the period, if any
         Person that subsequently became a Restricted Subsidiary or was merged
         with or into the Company or any Restricted Subsidiary since the
         beginning of the period shall have made any Investment in any Person or
         made any acquisition, disposition, merger or consolidation that would
         have required adjustment pursuant to this definition, then Pro Forma
         EBITDA shall be calculated giving pro forma effect thereto for such
         period as if such Investment, acquisition, dis-



                                      -29-

         position, merger or consolidation had occurred at the beginning of the
         applicable period; and

                  (b)      in the event that pro forma effect is being given to
         any Repayment of Debt, Pro Forma EBITDA for such period shall be
         calculated as if the Company or such Restricted Subsidiary had not
         earned any interest income actually earned during such period in
         respect of the funds used to Repay such Debt.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to the
indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Date" has the meaning set forth in Section 4.12(e).

                  "Purchase Money Debt" means Debt secured by a Lien:

                  (a)      consisting of the deferred purchase price of
         property, conditional sale obligations, obligations under any title
         retention agreement, other purchase money obligations and obligations
         in respect of industrial revenue bonds, in each case where the maturity
         of such Debt does not exceed the anticipated useful life of the
         Property being financed, and

                  (b)      Incurred to finance the acquisition, construction or
         lease by the Company or a Restricted Subsidiary of such Property,
         including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction or lease of such Property by the
Company or such Restricted Subsidiary.

                  "Qualified Equity Offering" means any public or private
offering for cash of Capital Stock (other than Disqualified Stock) of Parent or
RHD other than (i) public offerings of Capital Stock registered on Form S-8 or
(ii) other issuances upon the exercise of options of employees of Parent, RHD or
any of their respective Subsidiaries.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A promulgated under the Securities Act.

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any
Restricted Subsidiary pursuant to



                                      -30-

which the Company or any Restricted Subsidiary may sell, convey or otherwise
transfer to (a) a Securitization Entity (in the case of a transfer by the
Company or of any Restricted Subsidiary) and (b) any other Person (in the case
of a transfer by a Securitization Entity), or may grant a security interest in,
Receivables and Related Assets.

                  "Receivables and Related Assets" means any account receivable
(whether now existing or arising thereafter) of the Company or any Restricted
Subsidiary, and any assets related thereto including all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets which are customarily transferred or in
respect of which security interest are customarily granted in connection with
asset securitization transaction involving accounts receivable.

                  "Redemption Date" when used with respect to any Senior Note to
be redeemed pursuant to paragraph 5 of the Senior Notes means the date fixed for
such redemption pursuant to the terms of the Senior Notes.

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or
to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

                  "Registrar" has the meaning set forth in Section 2.04.

                  "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, among RHD, Parent, R.H. Donnelley APIL, Inc.,
R.H. Donnelley CD Inc., Get Digital Smart.com, Inc., R.H. Donnelley
Acquisitions, Inc. and the Initial Purchasers.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" has the meaning set forth in
Section 2.16.

                  "Regulation S Notes" has the meaning set forth in Section
2.02.

                  "Related Business" means any business that is related,
ancillary or complementary to the business of RHD or any of its Subsidiaries on
the Issue Date or any reasonable extension, development or expansion of the
business of RHD or its Subsidiaries, including the businesses acquired pursuant
to the Acquisition.

                  "Release" means the release of the Escrowed Property pursuant
to the Escrow Agreement.

                  "Release Date Supplemental Indenture" has the meaning set
forth in Section 8.01.



                                      -31-

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings.

                  "Required Filing Dates" has the meaning set forth in Section
4.17.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer in the Corporate Trust Office of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Restricted Global Note" has the meaning set forth in Section
2.16.

                  "Restricted Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Senior Note is a
Restricted Note.

                  "Restricted Payment" means:

                  (a)      any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid by the Company or any
         Restricted Subsidiary on or with respect to any shares of Capital Stock
         of Parent, the Company or any Restricted Subsidiary, except for any
         dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other shareholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis) or any dividend or distribution payable solely in shares of
         Capital Stock (other than Disqualified Stock) of the Company or in
         options, warrants or other rights to acquire shares of Capital Stock
         (other than Disqualified Stock) of the Company;

                  (b)      the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of Parent, the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary or any entity that becomes a Restricted Subsidiary as a
         result of such transactions) or securities exchangeable for or
         convertible into any such Capital Stock, including the exercise of any
         option to exchange any Capital Stock (other than for or into Capital
         Stock of the Company that is not Disqualified Stock);



                                      -32-

                  (c)      other than in connection with the Special Pro Rata
         Redemption, the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition);

                  (d)      any Investment (other than Permitted Investments and
         guarantees by Restricted Subsidiaries of Debt Incurred pursuant to
         Section 4.09) in any Person; or

                  (e)      the issuance, sale or other disposition of Capital
         Stock of any Restricted Subsidiary to a Person (other than the Company
         or another Restricted Subsidiary) if the result thereof is that such
         Restricted Subsidiary shall cease to be a Subsidiary of the Company, in
         which event the amount of such "Restricted Payment" shall be the Fair
         Market Value of the remaining interest, if any, in such former
         Restricted Subsidiary held by the Company and the other Restricted
         Subsidiaries.

                  "Restricted Period" has the meaning set forth in Section 2.07.

                  "Restricted Senior Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Senior Note is a
Restricted Senior Note.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "RHD" means R.H. Donnelley Inc., a Delaware corporation.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 144A Notes" has the meaning set forth in Section 2.02.

                  "SEC" means the U.S. Securities and Exchange Commission

                  "Securities Account Control Agreement" means the securities
account control agreement dated the Issue Date among Finance Corp., the
Securities Intermediary and the Trustee.

                  "Securities Act" means the U.S. Securities Act of 1933.



                                      -33-

                  "Securities Intermediary" has the meaning assigned to such
term in the Escrow Agreement.

                  "Securitization Entity" means a Wholly Owned Restricted
Subsidiary (or a Wholly Owned Subsidiary of another Person in which the Company
or any Subsidiary of the Company makes an Investment and to which the Company or
any Subsidiary of the Company transfers Receivables and Related Assets) that
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity and:

                  (a)      no portion of the Debt or any other obligations
         (contingent or otherwise) of which:

                           (1)      is guaranteed by the Company or any
                  Restricted Subsidiary (excluding guarantees (other than the
                  principal of, and interest on, Debt) pursuant to Standard
                  Securitization Undertakings);

                           (2)      is recourse to or obligates the Company or
                  any Restricted Subsidiary (other than such Securitization
                  Entity) in any way other than pursuant to Standard
                  Securitization Undertakings; or

                           (3)      subjects any property or asset of the
                  Company or any Restricted Subsidiary (other than such
                  Securitization Entity), directly or indirectly, contingently
                  or otherwise, to the satisfaction thereof, other than pursuant
                  to Standard Securitization Undertakings;

                  (b)      with which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any material
         contract, agreement, arrangement or understanding other than on terms
         no less favorable to the Company or such Restricted Subsidiary than
         those that might be obtained at the time from Persons that are not
         Affiliates of the Company, other than fees payable in the ordinary
         course of business in connection with servicing accounts receivable of
         such entity; and

                  (c)      to which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any obligation
         to maintain or preserve such entity's financial condition or cause such
         entity to achieve certain levels of operating results.

                  Any designation of a Subsidiary as a Securitization Entity
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to the
designation and an Officers' Certificate certifying that the designation
complied with the preceding conditions and was permitted by this Indenture.



                                      -34-

                  "Security Documents" means the Escrow Agreements and the
Securities Account Control Agreement.

                  "Senior Notes" means the 8-7/8% Senior Notes Due 2010 issued
by the Company, including, without limitation, the Exchange Securities, treated
as a single class of securities, as amended from time to time in accordance with
the terms hereof, that are issued pursuant to this Indenture.

                  "Senior Subordinated Notes" means the $600 million in
aggregate principal amount of 10-7/8% senior subordinated notes due 2012 offered
by Finance Corp. pursuant to the Offering Memorandum.

                  "Senior Subordinated Notes Escrow Arrangements" means the
escrow arrangements described under Section 3.07.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Special Mandatory Redemption" has the meaning set forth in
Section 3.07.

                  "Special Mandatory Redemption Date" has the meaning set forth
in Section 3.07.

                  "Special Mandatory Redemption Price" means (a) $328,500,000
(which amount is equal to 101% of the original issue amount of the Senior Notes
($325,000,000)) plus (b) the accrued and unpaid interest on the Senior Notes
from and including the Issue Date to but excluding the Special Mandatory
Redemption Date.

                  "Special Pro Rata Redemption" has the meaning set forth in the
indenture relating to the Senior Subordinated Notes.

                  "S&P" has the meaning set forth in the definition of
"Temporary Cash Investments."

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are reasonably customary in an accounts receivable
securitization transaction, including, without limitation, servicing of the
obligations thereunder.

                  "Stated Maturity" means (a) with respect to any debt security,
the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding



                                      -35-

any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
Company unless such contingency has occurred) and (b) with respect to any
scheduled installment of principal of or interest on any debt security, the date
specified in such debt security as the fixed date on which such installment is
due and payable.

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Senior Notes
or such Subsidiary Guarantee pursuant to a written agreement to that effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a)      such Person,

                  (b)      such Person and one or more Subsidiaries of such
         Person, or

                  (c)      one or more Subsidiaries of such Person.

                  "Subsidiary Guarantee" means a Guarantee on the terms set
forth in Article Ten by a Subsidiary Guarantor of the Company's obligations with
respect to the Senior Notes.

                  "Subsidiary Guarantor" means all of the Subsidiaries of RHD
and all of the Subsidiaries of Parent as of the date of the Release (after
giving effect to the consummation of the Acquisition) and each Restricted
Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.18
in each case until such time as such Subsidiary Guarantor shall be released in
accordance with the terms of this Indenture.

                  "Surviving Person" has the meaning set forth in Section 5.01.

                  "Temporary Cash Investments" means:

                  (a)      any Government Obligation, maturing not more than one
         year after the date of acquisition, issued by the United States or an
         instrumentality or agency thereof, and constituting a general
         obligation of the United States;

                  (b)      any certificate of deposit, maturing not more than
         one year after the date of acquisition, issued by, or time deposit of,
         a commercial banking institution that is a member of the U.S. Federal
         Reserve System and that has combined capital and surplus and undivided
         profits of not less than $500 million, whose debt has a rating, at the
         time



                                      -36-

         as of which any investment therein is made, of "P-1" (or higher)
         according to Moody's Investors Service, Inc. ("Moody's") or any
         successor rating agency or "A-1" (or higher) according to Standard &
         Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
         ("S&P"), or any successor rating agency (or, in the case of foreign
         Subsidiaries of the Company, any local office of any commercial bank
         organized under the laws of the relevant jurisdiction or any political
         subdivision thereof which has a combined capital surplus and undivided
         profits in excess of $500 million (or the foreign currency equivalent
         thereof);

                  (c)      commercial paper, maturing not more than one year
         after the date of acquisition, issued by a corporation (other than an
         Affiliate or Subsidiary of the Company) organized and existing under
         the laws of the United States, any state thereof or the District of
         Columbia with a rating, at the time as of which any investment therein
         is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
         according to S&P;

                  (d)      any money market deposit accounts issued or offered
         by a commercial bank organized in the United States having capital and
         surplus and undivided profits in excess of $500 million; provided that
         the short-term debt of such commercial bank has a rating, at the time
         of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or
         higher) according to S&P;

                  (e)      repurchase obligations and reverse repurchase
         obligations with a term of not more than 30 days for underlying
         securities of the types described in clause (a) or (b) entered into
         with a bank meeting the qualifications described in clause (b) above;

                  (f)      investments in securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed by any
         state, commonwealth or territory of the United States, or by any
         political subdivision or taxing authority thereof, and rated at least
         "A-1" by S&P or "P-1" by Moody's;

                  (g)      interests in funds investing substantially all their
         assets in securities of the types described in clauses (a) through (f);
         and

                  (h)      interests in mutual funds with a rating of AAA- or
         higher that invest all of their assets in short-term securities,
         instruments and obligations which carry a minimum rating of "A-2" or
         "P-2" and which are managed by a bank meeting the qualifications in
         clause (b) above.



                                      -37-

                  "Tender Offer" means the tender offer, and related exit
consent solicitation, to repurchase the Existing Notes with certain of the
proceeds of the Senior Subordinated Notes described in the Offering Memorandum.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03).

                  "Transactions" means the Merger, the Release, the consummation
of the Acquisition, the closing of the Credit Facility on the date of the
Release (and the concurrent release of any funds held in escrow under the Credit
Facility), the release of the escrow funds to RHD pursuant to the Senior
Subordinated Notes Escrow Arrangements and the consummation of the private
equity investment in Parent.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor.

                  "Unrestricted Subsidiary" means:

                  (a)      any Subsidiary of the Company that at the time of
         determination will be designated as an Unrestricted Subsidiary as
         permitted or required pursuant to Section 4.15 and is not thereafter
         redesignated as a Restricted Subsidiary as permitted pursuant thereto;
         and

                  (b)      any Subsidiary of an Unrestricted Subsidiary.

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares and shares required by applicable law to be held by a person
other than the Company or a Restricted Subsidiary) is at such time owned,
directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.

SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:



                                      -38-

                  "indenture securities" means the Senior Notes.

                  "indenture securityholder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "obligor on this indenture securities" means the Company, the
         Guarantors or any other obligor on the Senior Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by Commission
rule have the meanings therein assigned to them.

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

                  (3)      words in the singular include the plural, and in the
         plural include the singular;

                  (4)      words used herein implying any gender shall apply to
         both genders;

                  (5)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subsection;

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP as in
         effect on the Issue Date;

                  (7)      "$," "U.S. Dollars" and "United States Dollars" each
         refer to United States dollars, or such other money of the United
         States that at the time of payment is legal tender for payment of
         public and private debts; and

                  (8)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Senior Note, such mention shall be deemed to include
         mention of the payment of Additional Interest to



                                      -39-

         the extent that, in such context, Additional Interest are, were or
         would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Amount of Senior Notes.

                  The Trustee shall initially authenticate Senior Notes for
original issue on the Issue Date in an aggregate principal amount of $325
million upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate additional Senior Notes ("Additional Senior Notes")
thereafter in unlimited aggregate principal amount (so long as permitted by the
terms of this Indenture, including, without limitation, Section 4.09) for
original issue upon a written order of the Company in the form of an Officers'
Certificate in aggregate principal amount as specified in such order (other than
as provided in Section 2.08). Each such written order shall specify the amount
of Senior Notes to be authenticated and the date on which the Senior Notes are
to be authenticated.

SECTION 2.02.     Form and Dating.

                  The Senior Notes and the Trustee's certificate of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is incorporated in and forms a part of this Indenture. The
Senior Notes may have notations, legends or endorsements required by law, rule
or usage to which the Company is subject. Without limiting the generality of the
foregoing, Senior Notes offered and sold to Qualified Institutional Buyers in
reliance on Rule 144A ("Rule 144A Notes") shall bear the legend and include the
form of assignment set forth in Exhibit B, Senior Notes offered and sold in
offshore transactions in reliance on Regulation S ("Regulation S Notes") shall
bear the legend and include the form of assignment set forth in Exhibit C. Each
Senior Note shall be dated the date of its authentication.

                  The terms and provisions contained in the Senior Notes shall
constitute, and are expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby.

                  The Senior Notes may be presented for registration of transfer
and exchange at the offices of the Registrar.



                                      -40-

SECTION 2.03.     Execution and Authentication.

                  The Senior Notes shall be executed on behalf of the Company by
its Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President or any Vice President. The signature of any of these officers on the
Senior Notes may be manual or facsimile.

                  If an Officer whose signature is on a Senior Note was an
Officer at the time of such execution but no longer holds that office at the
time the Trustee authenticates the Senior Note, the Senior Note shall be valid
nevertheless.

                  No Senior Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Senior Note a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Senior Note shall be conclusive evidence, and the only evidence, that
such Senior Note has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Senior Note shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Senior Note to the Trustee for cancellation as
provided in Section 2.12, for all purposes of this Indenture such Senior Note
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

                  The Senior Notes shall be issuable only in fully registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.

SECTION 2.04.     Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Senior
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and an office or agency where Senior Notes may be presented for
payment (the "Paying Agent") and an office or agency where notices and demands
to or upon the Company, if any, in respect of the Senior Notes and this
Indenture may be served. The Registrar shall keep a register of the Senior Notes
and of their transfer and exchange. The Company may have one or more additional
Paying Agents. The term "Paying Agent" includes any additional Paying Agent.

                  The Company shall enter into an appropriate agency agreement,
which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.



                                      -41-

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Agent for service of notices and demands in connection with the
Senior Notes and this Indenture and the Company may change the Paying Agent
without prior notice to the Holders. The Company or any of its Subsidiaries may
act as Paying Agent.

SECTION 2.05.     Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Senior Notes (whether such money has
been paid to it by the Company or any other obligor on the Senior Notes or the
Guarantors), and the Company and the Paying Agent shall notify the Trustee of
any default by the Company (or any other obligor on the Senior Notes) in making
any such payment. Money held in trust by the Paying Agent need not be segregated
except as required by law and in no event shall the Paying Agent be liable for
any interest on any money received by it hereunder; provided that if the Company
or an Affiliate thereof acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require the Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(1) or (2), upon
written request to the Paying Agent, require such Paying Agent to pay forthwith
all money so held by it to the Trustee and to account for any funds disbursed.
Upon making such payment, the Paying Agent shall have no further liability for
the money delivered to the Trustee.

SECTION 2.06.     Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07.     Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Senior Notes are
presented to the Registrar with a request from the Holder of such Senior Notes
to register a transfer or to exchange them for an equal principal amount of
Senior Notes of other authorized denominations, the Registrar shall register the
transfer as requested. Every Senior Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorneys duly authorized
in writing. To permit registrations of



                                      -42-

transfers and exchanges, the Company shall issue and execute and the Trustee
shall authenticate new Senior Notes (and the Guarantors shall execute the
guarantee thereon) evidencing such transfer or exchange at the Registrar's
request. No service charge shall be made to the Holder for any registration of
transfer or exchange. The Company may require from the Holder payment of a sum
sufficient to cover any transfer taxes or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not
apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in
which events the Company shall be responsible for the payment of such taxes).
The Registrar shall not be required to exchange or register a transfer of any
Senior Subordinated Note for a period of 15 days immediately preceding the
redemption of Senior Subordinated Notes, except the unredeemed portion of any
Senior Subordinated Note being redeemed in part.

                  Any Holder of the Global Note shall, by acceptance of such
Global Note, agree that transfers of the beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Global Note shall be required to be reflected in a book entry.

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.

SECTION 2.08.     Replacement Senior Notes.

                  If a mutilated Senior Note is surrendered to the Registrar or
the Trustee, or if the Holder of a Senior Note claims that the Senior Note has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Senior Note (and the Guarantors shall
execute the guarantee thereon) if the Holder of such Senior Note furnishes to
the Company and the Trustee evidence reasonably acceptable to them of the
ownership and the destruction, loss or theft of such Senior Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. If required by the Trustee or the
Company, an indemnity bond shall be posted, sufficient in the judgment of all to
protect the Company, the Guarantors, the Trustee or any Paying Agent from any
loss that any of them may suffer if such Senior Note is replaced. The Company
may charge such Holder for the Company's reasonable out-of-pocket expenses in
replacing such Senior Note and the Trustee may charge the Company for the
Trustee's expenses (including, without limitation, attorneys' fees and
disbursements) in replacing such Senior Note. Every replacement Senior Note
shall constitute a contractual obligation of the Company.



                                      -43-

SECTION 2.09.     Outstanding Senior Notes.

                  The Senior Notes outstanding at any time are all Senior Notes
that have been authenticated by the Trustee except for (a) those canceled by it,
(b) those delivered to it for cancellation, (c) to the extent set forth in
Sections 9.01 and 9.02, on or after the date on which the conditions set forth
in Section 9.01 or 9.02 have been satisfied, those Senior Notes theretofore
authenticated and delivered by the Trustee hereunder and (d) those described in
this Section 2.09 as not outstanding. Subject to Section 2.10, a Senior Note
does not cease to be outstanding because the Company or one of its Affiliates
holds the Senior Note.

                  If a Senior Note is replaced pursuant to Section 2.08, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Senior Note is held by a bona fide purchaser in whose hands
such Senior Note is a legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Senior Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Senior Notes cease to be outstanding
and interest on them ceases to accrue.

SECTION 2.10.     Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Senior Notes have concurred in any declaration of acceleration or
notice of default or direction, waiver or consent or any amendment, modification
or other change to this Indenture, Senior Notes owned by the Company or any
other Affiliate of the Company shall be disregarded as though they were not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent or any
amendment, modification or other change to this Indenture, only Senior Notes as
to which a Responsible Officer of the Trustee has actually received an Officers'
Certificate stating that such Senior Notes are so owned shall be so disregarded.
Senior Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Senior Notes and that the pledgee
is not an Issuer, a Guarantor, any other obligor on the Senior Notes or any of
their respective Affiliates.

SECTION 2.11.     Temporary Senior Notes.

                  Until definitive Senior Notes are prepared and ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Senior Notes. Temporary Senior Notes shall be substantially in the form of
definitive Notes but may have variations that the



                                      -44-

Company considers appropriate for temporary Senior Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Senior Notes in exchange for temporary Senior Notes. Until such exchange,
temporary Senior Notes shall be entitled to the same rights, benefits and
privileges as definitive Senior Notes.

SECTION 2.12.     Cancellation.

                  The Company at any time may deliver Senior Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Senior Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Senior Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall deliver such canceled Senior Notes to the Company. The Company may not
reissue or resell, or issue new Senior Notes to replace, Senior Notes that the
Company has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

SECTION 2.13.     Defaulted Interest.

                  If the Company defaults on a payment of interest on the Senior
Notes, it shall pay the defaulted interest, plus (to the extent permitted by
law) any interest payable on the defaulted interest, in accordance with the
terms hereof, to the Persons who are Holders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment date.
The Company shall fix such special record date and payment date in a manner
satisfactory to the Trustee. At least 10 days before such special record date,
the Company shall mail to each Holder a notice that states the special record
date, the payment date and the amount of defaulted interest, and interest
payable on defaulted interest, if any, to be paid. The Company may make payment
of any defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Senior
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Company to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.

SECTION 2.14.     CUSIP Number.

                  The Company in issuing the Senior Notes may use a "CUSIP"
number, and if so, such CUSIP number shall be included in notices of redemption
or exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Senior Notes, and that reliance may be
placed only on the other identification numbers printed on the Senior Notes. The
Company shall promptly notify the Trustee of any such CUSIP number used by the
Company in connection with the issuance of the Senior Notes and of any change in
the CUSIP number.



                                      -45-

SECTION 2.15.     Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the Paying
Agent.

SECTION 2.16.     Book-Entry Provisions for Global Notes.

                  (a)      Rule 144A Notes shall be represented by one or more
Senior Notes in registered, global form without interest coupons (collectively,
the "Restricted Global Note"). Regulation S Notes initially shall be represented
by one or more Senior Notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Senior Notes, the "Global
Notes"). The Global Notes shall bear legends as set forth in Exhibit D. The
Global Notes initially shall (i) be registered in the name of the Depository or
the nominee of such Depository, in each case for credit to an account of an
Agent Member (or, in the case of the Regulation S Global Notes, of Euroclear
System ("Euroclear") and Clearstream Banking Luxembourg ("Clearstream")), (ii)
be delivered to the Trustee as custodian for such Depository and (iii) bear
legends as set forth in Exhibit B with respect to Restricted Global Notes and
Exhibit C with respect to Regulation S Global Notes.

                  Members of, or direct or indirect participants in, the
Depository ("Agent Members") shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Notes, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization (which may be in electronic
form) furnished by the Depository or impair, as between the Depository and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder of any Senior Note.

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addi-



                                      -46-

tion, a Global Note shall be exchangeable for Physical Notes if (i) the
Depository (x) notifies the Company that it is unwilling or unable to continue
as depository for such Global Note or (y) has ceased to be a clearing agency
registered under the Exchange Act, and, with respect to (x) or (y), the Company
thereupon fails to appoint a successor depository within 90 days of such notice
or cessation, (ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause the issuance of such Physical Notes in exchange for any
or all of the Senior Notes represented by the Global Notes or (iii) there shall
have occurred and be continuing an Event of Default with respect to the Senior
Notes. In all cases, Physical Notes delivered in exchange for any Global Note or
beneficial interests therein shall be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depository (in
accordance with its customary procedures).

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Note in an amount equal to the principal
amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall upon receipt of a written order
from the Company authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount.

                  (d)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in writing in exchange for its
beneficial interest in the Global Notes, an equal aggregate principal amount of
Physical Notes of authorized denominations.

                  (e)      Any Physical Note constituting a Restricted Note
delivered in exchange for an interest in a Global Note pursuant to paragraph
(b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.17, bear the Private Placement Legend or, in the case of the
Regulation S Global Note, the legend set forth in Exhibit C, in each case,
unless the Company determine otherwise in compliance with applicable law.

                  (f)      Any beneficial interest in one of the Global Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (g)      The Holder of any Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through



                                      -47-

Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Senior Notes.

SECTION 2.17.     Special Transfer Provisions.

                  (a)      Transfers to QIBs. The following provisions shall
apply with respect to the registration or any proposed registration of transfer
of a Senior Note constituting a Restricted Note to a QIB (excluding transfers to
Non-U.S. Persons):

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Senior Note stating, or to a transferee
         who has advised the Company and the Registrar in writing, that it is
         purchasing the Senior Note for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                  (ii)     if the proposed transferee is an Agent Member, and
         the Notes to be transferred consist of Physical Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the Physical Notes to be transferred, and the Trustee shall
         cancel the Physical Notes so transferred.

                  (b)      Transfers to Non-QIB Institutional Accredited
Investors and Non-U.S. Persons. The following provisions shall apply with
respect to the registration of any proposed transfer of a Senior Note
constituting a Restricted Senior Note to any Institutional Accredited Investor
which is not a QIB or to any Non-U.S. Person:

                  (i)      the Registrar shall register the transfer of any
         Senior Note constituting a Restricted Senior Note whether or not such
         Senior Note bears the Private Placement Legend, if (x) the requested
         transfer is after the second anniversary of the Issue Date (provided,
         however, that neither the Company nor any Affiliate of the Company has
         held any beneficial interest in such Senior Note, or portion thereof,
         at any time on or prior to the second anniversary of the Issue Date) or
         (y)(1) in the case of a transfer to an Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Registrar a certificate substantially
         in the



                                      -48-

         form of Exhibit G hereto and any legal opinions and certifications
         required thereby or (2) in the case of a transfer to a Non-U.S. Person,
         the proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto; and

                  (ii)     if the proposed transferor is a Participant holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
         written instructions given in accordance with the Depositary's and the
         Registrar's procedures; whereupon (a) the Registrar shall reflect on
         its books and records the date and (if the transfer does not involve a
         transfer of outstanding Physical Notes) a decrease in the principal
         amount of such Global Note in an amount equal to the principal amount
         of the beneficial interest in the Global Note to be transferred and (b)
         the Company shall execute and the Trustee shall authenticate and
         deliver, one or more Physical Notes of like tenor and amount; and

                  (iii)    in the case of a transfer to a Non-U.S. Person, if
         the proposed transferee is a Participant, and the Senior Notes to be
         transferred consist of Physical Notes which after transfer are to be
         evidenced by an interest in a Regulation S Global Note, upon receipt by
         the Registrar of written instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of such Regulation S Global Note in an amount equal to
         the principal amount of Physical Notes to be transferred, and the
         Trustee shall cancel the Physical Notes so transferred.

                  (c)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Senior Notes not bearing the Private
Placement Legend, the Registrar shall deliver Senior Notes that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Senior Notes bearing the Private Placement Legend, the Registrar
shall deliver only Senior Notes that bear the Private Placement Legend unless
(i) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act or (ii) such
Senior Note has been sold pursuant to an effective registration statement under
the Securities Act and the Registrar has received an Officers' Certificate from
the Company to such effect or (iii) the requested transfer is after the second
anniversary of the Issue Date (provided, however, that neither the Company nor
an Affiliate of the Company has held any beneficial interest in such Senior Note
or portion thereof at any time since the Issue Date).

                  (d)      General. By its acceptance of any Senior Note bearing
the Private Placement Legend, each Holder of such Senior Note acknowledges the
restrictions on transfer of such Senior Note set forth in this Indenture and in
the Private Placement Legend and agrees that it will transfer such Senior Note
only as provided in this Indenture.



                                      -49-

                  (e)      Certain Transfers in Connection with and After the
Exchange Offer under the Registration Rights Agreement. Notwithstanding any
other provision of this Indenture:

                  (i)      no Exchange Securities may be exchanged by the Holder
         thereof for a Senior Note issued on the Issue Date;

                  (ii)     accrued and unpaid interest on the Senior Notes
         issued on the Issue Date being exchanged in the Exchange Offer shall be
         due and payable on the next Interest Payment Date for the Exchange
         Securities following the Exchange Offer and shall be paid to the Holder
         on the relevant record date of the Exchange Securities issued in
         respect of the Senior Note issued on the Issue Date being exchanged;
         and

                  (iii)    interest on the Senior Note issued on the Issue Date
         being exchanged in the Exchange Offer shall cease to accrue on the date
         of completion of the Exchange Offer and interest on the Exchange
         Securities to be issued in the Exchange Offer shall accrue from the
         date of the completion of the Exchange Offer.

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18.     Computation of Interest.

                  Interest on the Senior Notes shall be computed on the basis of
a 360-day year of twelve 30-day months and actual days elapsed.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Senior Notes pursuant to
paragraph 5 of the Senior Notes, at least 30 days prior to the Redemption Date
(unless a shorter notice shall be agreed to in writing by the Trustee) but not
more than 60 days before the Redemption Date, the Company shall notify the
Trustee in writing of the Redemption Date, the principal amount of Senior Notes
to be redeemed and the redemption price, and deliver to the Trustee, no later
than two Business Days prior to the redemption date, an Officers' Certificate
stating that such



                                      -50-

redemption will comply with the conditions contained in paragraph 5 of the
Senior Notes. Notice given to the Trustee pursuant to this Section 3.01 may not
be revoked after the time that notice is given to Holders pursuant to Section
3.03.

SECTION 3.02.     Selection by Trustee of Senior Notes To Be Redeemed.

                  The Trustee shall select the Senior Notes to be redeemed, if
the Senior Notes are then listed on a national securities exchange, in
accordance with the rules of such exchange or, if the Senior Notes are not so
listed, either on a pro rata basis or by lot, or such other method as the
Trustee in its sole discretion shall deem fair and appropriate; provided that,
in the case of a redemption pursuant to paragraph 5 and 7 of the Senior Notes,
the Trustee shall select the Senior Notes only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to procedures of the
Depository). The Trustee shall promptly notify the Company of the Senior Notes
selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed. The Trustee may
select for redemption portions of the principal of the Senior Notes that have
denominations larger than $1,000. Senior Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Senior Notes called for redemption also apply to
portions of Senior Notes called for redemption. In the event the Company is
requested to make a Change of Control Offer or Offer to Purchase and the amounts
available for any such offer is not evenly divisible by $1,000, the Trustee
shall promptly refund to the Company any remaining funds, which in no event
shall exceed $1,000.

SECTION 3.03.     Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Senior Notes to be redeemed at
his or her last address as the same appears on the registry books maintained by
the Registrar pursuant to Section 2.04.

                  The notice shall identify the Senior Notes to be redeemed
(including the CUSIP numbers thereof) and shall state:

                  (1)      the Redemption Date;

                  (2)      the appropriate calculation of the redemption price;

                  (3)      if fewer than all outstanding Senior Notes are to be
         redeemed, the portion of the principal amount of such Senior Note to be
         redeemed and that, after the Redemption Date and upon surrender of such
         Senior Note, a new Senior Note or Senior Notes in principal amount
         equal to the unredeemed portion will be issued;



                                      -51-

                  (4)      the name and address of the Paying Agent;

                  (5)      that Senior Notes called for redemption must be
         surrendered to the Paying Agent to collect the redemption price;

                  (6)      that unless the Company defaults in making the
         redemption payment, interest on Senior Notes called for redemption
         ceases to accrue on and after the Redemption Date;

                  (7)      which subsection of paragraph 5 of the Senior Notes
         is the provision of the Senior Notes pursuant to which the redemption
         is occurring; and

                  (8)      the aggregate principal amount of Senior Notes that
         are being redeemed.

                  At the Company's written request made at least five Business
Days prior to the date on which notice is to be given, the Trustee shall give
the notice of redemption in the Company's name and at the Company's sole
expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Senior Notes called for redemption become due and payable on the
Redemption Date and at the redemption price, including any premium, plus
interest accrued to the Redemption Date. Upon surrender to the Paying Agent,
such Senior Notes shall be paid at the redemption price, including any premium,
plus interest accrued to the Redemption Date; provided that if the Redemption
Date is after a regular record date and on or prior to the Interest Payment
Date, the accrued interest shall be payable to the Holder of the redeemed Senior
Notes registered on the relevant record date; and provided, further, that if a
Redemption Date is a Legal Holiday, payment shall be made on the next succeeding
Business Day and no interest shall accrue for the period from such Redemption
Date to such succeeding Business Day. Such notice, if mailed in the manner
provided in Section 3.03, shall be conclusively presumed to have been given
whether or not the Holder receives such notice.

SECTION 3.05.     Deposit of Redemption Price.

                  On or prior to 10:00 A.M., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Senior Notes to be redeemed on that
date other than Senior Notes or portions thereof called for redemption on that
date which have been delivered by the Company to the Trustee for cancellation.



                                      -52-

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of, including premium, if any, and accrued interest on
Senior Notes called for redemption shall have been made available in accordance
with the immediately preceding paragraph, the Senior Notes called for redemption
will cease to accrue interest and the only right of the Holders of such Senior
Notes will be to receive payment of the redemption price of and, subject to the
first proviso in Section 3.04, accrued and unpaid interest on such Senior Notes
to the Redemption Date. If any Senior Note surrendered for redemption shall not
be so paid, interest will be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Senior Note and any
interest not paid on such unpaid principal, in each case at the rate and in the
manner provided in the Senior Notes.

SECTION 3.06.     Senior Notes Redeemed in Part.

                  Upon surrender of a Senior Note that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder thereof
a new Senior Note equal in principal amount to the unredeemed portion of the
original Senior Note in the name of the Holder upon cancellation of the original
Senior Note surrendered, except that if a Global Note is so surrendered, the
Company shall execute and the Trustee shall authenticate and deliver to the
Depository, a new Global Note in denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Note so surrendered.

SECTION 3.07.     Special Mandatory Redemption; Notices to Trustee and
                  Securities Intermediary.

                  If the Merger and Release have not occurred on or before 5:00
p.m., New York City time, on the Deadline, the Company will, on a Business Day
not more than ten Business Days following the Deadline (the "Special Mandatory
Redemption Date"), notify the Trustee thereof and deliver to the Trustee an
Officers' Certificate stating that such redemption will comply with the
conditions contained in paragraph 6 of the Senior Notes (the "Special Mandatory
Redemption") and setting forth the Special Mandatory Redemption Price applicable
to such Special Mandatory Redemption. Simultaneously with the giving of such
notice by the Company to the Trustee, the Company shall notify the Securities
Intermediary thereof pursuant to Section 3(a) of the Escrow Agreement.

SECTION 3.08.     Notice of Special Mandatory Redemption to Holders.

                  Notice of the Special Mandatory Redemption will be promptly
mailed by first class mail by the Company to each Holder of Senior Notes at his
or her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04.

                  The notice shall state that all the Senior Notes will be
redeemed (including the CUSIP numbers thereof) and shall state:



                                      -53-

                  (1)      the Special Mandatory Redemption Date;

                  (2)      the Special Mandatory Redemption Price;

                  (3)      the name and address of the Paying Agent;

                  (4)      that Senior Notes must be surrendered to the Paying
         Agent to collect the redemption price;

                  (5)      that unless the Company defaults in making the
         redemption payment, interest on the Senior Notes ceases to accrue on
         and after the Special Mandatory Redemption Date; and

                  (6)      that paragraph 6 of the Senior Notes is the provision
         pursuant to which the Senior Notes are being redeemed.

SECTION 3.09.     Effect of Notice of Special Mandatory Redemption.

                  Once the notice of redemption described in Section 3.08 is
mailed, the Senior Notes will become due and payable on the Special Mandatory
Redemption Date at the Special Mandatory Redemption Price. Upon surrender to the
Paying Agent, the Senior Notes shall be paid at the Special Mandatory Redemption
Price.

SECTION 3.10.     Deposit of Special Mandatory Redemption Price.

                  On or prior to 10:00 A.M., New York City time, on the Special
Mandatory Redemption Date, the Company shall direct the Securities Intermediary,
pursuant to Section 3(a) of the Escrow Agreement, to deposit with the Paying
Agent the applicable Special Mandatory Redemption Price.

                  On and after the Special Mandatory Redemption Date, if money
sufficient to pay the applicable Special Mandatory Redemption Price shall have
been made available in accordance with the immediately preceding paragraph, the
Senior Notes will cease to accrue interest and the only right of the Holders of
the Senior Notes will be to receive payment of the Special Mandatory Redemption
Price. If any Senior Note surrendered for redemption shall not be so paid,
interest will be paid, from the Special Mandatory Redemption Date until such
redemption payment is made, on the unpaid principal of the Senior Note and any
interest not paid on such unpaid principal, in each case at the rate and in the
manner provided in the Senior Notes.



                                      -54-

SECTION 3.11.     Other Mandatory Redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Senior Notes, other than a Special
Mandatory Redemption.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Senior Notes.

                  The Company shall pay the principal of and interest on the
Senior Notes on the dates and in the manner provided in the Senior Notes and
this Indenture. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Senior Notes.

SECTION 4.02.     Maintenance of Office or Agency.

                  (a)      The Company shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Senior Notes may be presented or surrendered for payment, where Senior
Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Senior Notes and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee and the Company and each Guarantor hereby
appoint the Trustee as their agent to receive all such presentations,
surrenders, notices and demands.

                  (b)      The Company may also from time to time designate one
or more other offices or agencies where the Senior Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York for such



                                      -55-

purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

                  (c)      The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04.

SECTION 4.03.     Legal Existence.

                  Subject to Article Five, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the material rights (charter and statutory), and franchises of
the Company and the Restricted Subsidiaries; provided that the Company shall not
be required to preserve any such right, franchise, or the corporate, partnership
or other existence of any of its Restricted Subsidiaries if the Company in good
faith shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Restricted Subsidiaries taken
as a whole.

SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law.

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, at all times cause all material properties used or
useful in the conduct of their respective businesses to be maintained and kept
in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereto;
provided, however, that nothing in this Section 4.04(a) shall prevent the
Company or any of its Restricted Subsidiaries from discontinuing the operation
and maintenance of any of such material properties if such discontinuance is, in
the reasonable judgment of the Company, desirable in the conduct of the business
of the Company and its Subsidiaries taken as a whole and not adverse in any
material respect to the Holders.

                  (b)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, keep at all times all of their material properties
which are of an insurable nature insured against such loss or damage with
insurers believed by the Company to be responsible to the extent that Property
of a similar character is usually so insured by corporations similarly situated
and owning like Properties in accordance with good business practice. The
Company shall, and shall cause each of its Restricted Subsidiaries to, use the
proceeds from any such insurance policy to repair, replace or otherwise restore
the Property to which such proceeds relate.



                                      -56-

                  (c)      The Company shall, and shall cause each of its
Restricted Subsidiaries to comply with all statutes, laws, ordinances or
government rules and regulations to which they are subject, non-compliance with
which would materially adversely affect the business, financial condition or
results of operations of the Company and its Restricted Subsidiaries taken as a
whole.

SECTION 4.05.     Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Subsidiary Guarantors covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law which may affect the covenants or the performance of this Indenture;
and (to the extent that they may lawfully do so) each of the Company and the
Subsidiary Guarantors hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

SECTION 4.06.     Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company commencing with the
Company's fiscal year ending December 31, 2002 an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signers thereof the Company, any
Restricted Subsidiary or any Guarantor is in default in the performance and
observance of any of the terms, provisions and conditions of Section 5.01 or
Sections 4.01 to 4.18, inclusive, and if the Company shall be in default,
specifying all such defaults, the nature and status thereof of which they may
have knowledge and what action the Company and the Guarantors are taking or
propose to take with respect thereto. Such determination shall be made without
regard to notice requirements or periods of grace.

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event no later than 10 Business Days after the Company
becomes aware or should reasonably become aware of the occurrence of a Default
or an Event of Default or an event which, with notice or the lapse of time or
both, would constitute a Default or Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company is taking or proposes to take with respect to such Default or
Event of Default.

                  (c)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement by the Company's
independent public accountants stat-



                                      -57-

ing whether, in connection with their audit of Parent's financial statements,
any event which would constitute an Event of Default as defined herein insofar
as they relate to accounting matters has come to their attention and, if such an
Event of Default has come to their attention, specifying the nature and period
of the existence thereof.

SECTION 4.07.     Payment of Taxes and Other Claims.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or Property of the Company or any of
its Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder of Senior Notes will have the right to require the Company to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder's Senior Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to the purchase date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date (the "Change of
Control Purchase Price")); provided, however, that notwithstanding the
occurrence of a Change of Control, the Company shall not be obligated to
purchase the Senior Notes pursuant to this Section 4.08 in the event that it has
mailed the notice to exercise its right to redeem all the Senior Notes under
Section 3.01 at any time prior to the requirement to consummate the Change of
Control and redeem the Senior Notes in accordance with such notice.

                  (b)      Within 30 days following any Change of Control, or,
at the Company's option, prior to the consummation of such Change of Control but
after it is publicly announced, the Company shall send, by first-class mail,
with a copy to the Trustee, to each Holder of Senior Notes, at such Holder's
address appearing in the Senior Note register, a notice stating:

                  (1)      that a Change of Control has occurred or will occur
         and a Change of Control Offer is being made pursuant to Section 4.08
         and that all Senior Notes timely tendered and not withdrawn will be
         accepted for payment;



                                      -58-

                  (2)      the Change of Control Purchase Price and the purchase
         date (the "Change of Control Payment Date"), which shall be, subject to
         any contrary requirements of applicable law, a Business Day and a point
         in time occurring after the consummation of the Change of Control and
         not later than 60 days from the date such notice is mailed;

                  (3)      the circumstances and relevant facts regarding the
         Change of Control; and

                  (4)      if the notice is mailed prior to a Change of Control,
         that the Change of Control Offer is conditioned on the Change of
         Control occurring; and

                  (5)      the procedures that Holders of Senior Notes must
         follow in order to tender their Senior Notes (or portions thereof) for
         payment, and the procedures that Holders of Senior Notes must follow in
         order to withdraw an election to tender Senior Notes (or portions
         thereof) for payment.

                  Holders electing to have a Senior Note purchased shall be
required to surrender the Senior Note, with an appropriate form duly completed,
to the Company or its agent at the address specified in the notice at least
three Business Days prior to the Change of Control Payment Date. Holders shall
be entitled to withdraw their election if the Trustee or the Company receives,
not later than one Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Senior Note that was delivered for purchase
by the Holder and a statement that such Holder is withdrawing its election to
have such Senior Note purchased.

                  (c)      On or prior to the Change of Control Payment Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or any of its Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal to the Change of Control
Purchase Price payable to the Holders entitled thereto, to be held for payment
in accordance with the provisions of this Section 4.08(c). On the Change of
Control Payment Date, the Company shall deliver to the Trustee the Senior Notes
or portions thereof that have been properly tendered to and are to be accepted
by the Company for payment.

                  (d)      The Trustee or the Paying Agent shall, on the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.



                                      -59-

                  (e)      Notwithstanding the foregoing, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if a
third party makes an offer to purchase (an "Alternate Offer"), in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.08 applicable to a Change of Control made by the Company, any and all
Senior Notes properly tendered and has purchased all Senior Notes properly
tendered and not withdrawn in accordance with the terms of such Alternate Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
applicable securities laws or regulations in connection with the repurchase of
Senior Notes pursuant to a Change of Control Offer, including any applicable
securities laws of the United States. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.08, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.08 by virtue of such compliance with these securities laws or
regulations.

SECTION 4.09.     Limitation on Debt.

                  (a)      Notwithstanding anything contained in Section
4.09(b), prior to the Merger and Release, the Company will not Incur any Debt
(including Acquired Debt), except for the Senior Notes, the Senior Subordinated
Notes and Debt Incurred in connection with the Credit Facility Escrow
Arrangements.

                  (b)      From and after the Release and the Merger, the
Company shall not, and shall not permit any Restricted Subsidiary to, Incur any
Debt; provided, however, that the Company and any Subsidiary Guarantor may Incur
Debt and the Company and any Restricted Subsidiary may Incur Acquired Debt if,
after giving effect to the Incurrence of such Debt and the application of the
proceeds therefrom, the Leverage Ratio of the Company and the Restricted
Subsidiaries (on a consolidated basis) would not exceed 6.0 to 1.0.

                  (c)      Notwithstanding the immediately preceding paragraph,
any or all of the following Debt (collectively, "Permitted Debt") may be
Incurred:

                  (1)      Debt of the Company or any Subsidiary Guarantor under
         the Credit Facility; provided that the aggregate principal amount of
         all such Debt under the Credit Facility shall not exceed $1.525 billion
         less the amount of any permanent mandatory repayments made under the
         Credit Facility (and, in the case of any revolving subfacility
         thereunder, permanent commitment reductions) with Net Available Cash
         from Asset Sales;

                  (2)      the Senior Notes and related Guarantees (excluding
         any Additional Senior Notes) and any Senior Notes and related
         Guarantees issued in exchange for the



                                      -60-

         Senior Notes and related Guarantees pursuant to the Registration Rights
         Agreement and (2) after giving effect to the Special Pro Rata
         Redemption, the Senior Subordinated Notes and related Guarantees
         (excluding any Additional Senior Subordinated Notes (as such term is
         defined in the indenture relating to the Senior Subordinated Notes))
         and any Senior Subordinated Notes and related Guarantees issued in
         exchange for the Senior Subordinated Notes and related Guarantees
         pursuant to the Registration Rights Agreement;

                  (3)      Debt of the Company or any Restricted Subsidiary in
         respect of Capital Lease Obligations and Purchase Money Debt, provided
         that:

                           (A)      the aggregate principal amount of such Debt
                  secured thereby does not exceed the Fair Market Value (on the
                  date of the Incurrence thereof) of the Property acquired,
                  constructed or leased, and

                           (B)      the aggregate principal amount of all Debt
                  Incurred and then outstanding pursuant to this clause (c)
                  (together with all Permitted Refinancing Debt Incurred and
                  then outstanding in respect of Debt previously Incurred
                  pursuant to this clause (c)) does not exceed $30 million;

                  (4)      Debt of the Company owing to and held by any
         Subsidiary Guarantor and Debt of a Restricted Subsidiary owing to and
         held by the Company or any Subsidiary Guarantor; provided, however,
         that (1) any subsequent issue or transfer of Capital Stock or other
         event that results in any such Subsidiary Guarantor ceasing to be a
         Subsidiary Guarantor or any subsequent transfer of any such Debt
         (except to the Company or a Subsidiary Guarantor) shall be deemed, in
         each case, to constitute the Incurrence of such Debt by the issuer
         thereof not permitted by this clause (4) and (2) such Debt shall be
         expressly subordinated to the prior payment in full in cash of all
         obligations under the Senior Notes or the Subsidiary Guarantee of such
         Subsidiary Guarantor;

                  (5)      Debt under Interest Rate Agreements entered into by
         the Company or a Restricted Subsidiary for the purpose of limiting
         interest rate risk in the ordinary course of the financial management
         of the Company or any Restricted Subsidiary and not for speculative
         purposes; provided that the obligations under such agreements are
         directly related to payment obligations on Debt otherwise permitted by
         the terms of this Section 4.09;

                  (6)      Debt under Currency Exchange Protection Agreements
         entered into by the Company or a Restricted Subsidiary for the purpose
         of limiting currency exchange rate risks directly related to
         transactions entered into by the Company or any Restricted



                                      -61-

         Subsidiary in the ordinary course of the financial management of the
         Company or any Restricted Subsidiary and not for speculative purposes;

                  (7)      Debt under Commodity Price Protection Agreements
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of the financial management of the Company or any Restricted
         Subsidiary and not for speculative purposes;

                  (8)      Debt of the Company or any Restricted Subsidiary in
         connection with (1) one or more standby letters of credit issued by the
         Company or a Restricted Subsidiary in the ordinary course of business
         and with respect to trade payables relating to the purchase of
         materials by the Company or a Restricted Subsidiary and (2) other
         letters of credit, surety, performance, appeal or similar bonds,
         banker's acceptance, completion guarantees or similar instruments
         issued in the ordinary course of business of the Company or a
         Restricted Subsidiary, including letters of credit or similar
         instruments pursuant to self-insurance and workers' compensation
         obligations; provided that upon the drawing of such letters of credit
         or other instrument, such obligations are reimbursed within 30 days
         following such drawing; provided, further, that with respect to clauses
         (1) and (2), such Debt is not in connection with the borrowing of money
         or the obtaining of advances or credit;

                  (9)      Debt of the Company or any Restricted Subsidiary
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument inadvertently drawn against
         insufficient funds in the ordinary course of business; provided that
         such Debt is extinguished within two Business Days of Incurrence of
         such Debt;

                  (10)     Debt of the Company or any Restricted Subsidiary
         arising from agreements for indemnification and purchase price
         adjustment obligations Incurred or assumed in connection with the
         Acquisition or disposition of any assets including Capital Stock;
         provided that the maximum assumable liability in respect of all such
         obligations shall at no time exceed the gross proceeds actually
         received by the Company and any Restricted Subsidiary, including the
         Fair Market Value of noncash proceeds;

                  (11)     Debt Incurred by a Securitization Entity in
         connection with a Qualified Securitization Transaction that is
         Non-recourse Debt with respect to the Company and its Restricted
         Subsidiaries; provided, however, that in the event such Securitization
         Entity ceases to qualify as a Securitization Entity or such Debt ceases
         to constitute such Non-recourse Debt, such Debt will be deemed, in each
         case, to be Incurred at such time;



                                      -62-

                  (12)     Debt of the Company or a Subsidiary Guarantor
         consisting of a guarantee of or a Lien securing Debt of the Company or
         a Subsidiary Guarantor, provided that such Debt constitutes Debt that
         is permitted to be Incurred pursuant to this Section 4.09, but subject
         to compliance with the other provisions described under Article Four;

                  (13)     Debt in respect of netting services, overdraft
         protection and otherwise in connection with deposit accounts; provided
         that such Debt remains outstanding for five Business Days or less;

                  (14)     Debt of the Company or any Restricted Subsidiary
         outstanding on the Issue Date (other than the Existing Notes) not
         otherwise described in clauses (1) through (13) above;

                  (15)     the Existing Notes that are outstanding after giving
         effect to either the failure or the consummation of the Tender Offer;

                  (16)     guarantees in the ordinary course of business of the
         obligations of suppliers, customers, franchisers and licensees;

                  (17)     Permitted Refinancing Debt; and

                  (18)     Debt of the Company or any Restricted Subsidiary or
         the issuance of Disqualified Stock in a principal amount or liquidation
         value, as applicable, outstanding at any one time not to exceed $150
         million in the aggregate for all such Debt and Disqualified Stock.

                  For the purposes of determining compliance with this Section
4.09, in the event that an item of Debt meets the criteria of more than one of
the types of Debt permitted by this covenant or is entitled to be Incurred
pursuant to Section 4.09(b), the Company in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or
a portion of such item of Debt in any manner that complies with this Section
4.09; provided that all outstanding Debt under the Credit Facility at the time
of the Merger and Release shall be deemed to have been Incurred pursuant to
clause (1) of the definition of Permitted Debt.

                  Debt permitted by this Section 4.09 need not be permitted
solely by reference to one provision permitting such Debt but may be permitted
in part by one such provision and in part by one or more other provisions of
this Section 4.09 permitting such Debt.

                  For the purposes of determining any particular amount of Debt
under this Section 4.09, (a) guarantees, Liens, obligations with respect to
letters of credit and other obligations supporting Debt otherwise included in
the determination of a particular amount will not



                                       -63-

be included and (b) any Liens granted to the Holders of the Senior Notes that
are permitted in Section 4.11 will not be treated as Debt.

                  For purposes of determining compliance with any
dollar-denominated restriction on the Incurrence of Debt, with respect to any
Debt which is denominated in a foreign currency, the dollar-equivalent principal
amount of such Debt Incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Debt was
incurred, and any such foreign denominated Debt may be refinanced or replaced or
subsequently refinanced or replaced in an amount equal to the dollar-equivalent
principal amount of such Debt on the date of such refinancing or replacement
whether or not such amount is greater or less than the dollar equivalent
principal amount of the Debt on the date of initial Incurrence.

                  If obligations in respect of letters of credit are incurred
pursuant to the Credit Facility and are being treated as Incurred pursuant to
clause (a) of the second paragraph of this Section 4.09 and the letters of
credit relate to other Debt then such other Debt shall be deemed not Incurred.

                  Notwithstanding any other provision of this Section 4.09,
neither RHD nor any Subsidiary Guarantor shall Incur any Debt that is expressly
subordinated to any other Debt of RHD or such Subsidiary Guarantor unless such
Debt is expressly subordinated in right of payment to the Senior Notes or the
Subsidiary Guarantee of such Subsidiary Guarantor to the same or greater extent
that such Debt is subordinated to such other Debt.

SECTION 4.10.     Limitation on Restricted Payments.

                  (a)      Notwithstanding anything contained in the two
succeeding paragraphs, prior to the Merger and Release, the Company shall not
make any Restricted Payments or any Permitted Investments, except to the extent
necessary to consummate the Merger and Release or the Special Mandatory
Redemption and the transactions contemplated by the Escrow Agreement, the Credit
Facility Escrow Arrangements and the Senior Subordinated Notes Escrow
Arrangements (including any Investments deemed to exist by virtue of the Escrow
Agreement, the Senior Subordinated Notes Escrow Arrangements or the Credit
Facility Escrow Arrangements or the payment of fees and expenses related to the
offering of the Senior Notes, the Senior Subordinated Notes and the entering
into of the Credit Facility and related Credit Facility Escrow Arrangements).

                  (b)      From and after the Merger and Release, the Company
shall not make, and shall not permit any Restricted Subsidiary to make, any
Restricted Payment if at the time of, and after giving effect to, such proposed
Restricted Payment,

                  (1)      a Default or Event of Default shall have occurred and
         be continuing,



                                      -64-

                  (2)      the Company could not Incur at least $1.00 of
         additional Debt pursuant to Section 4.09(b) or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments declared or made since the Issue Date
         (the amount of any Restricted Payment, if made other than in cash, to
         be based upon Fair Market Value) would exceed an amount equal to the
         sum of:

                           (i)      50% of the aggregate amount of Consolidated
                  Net Income accrued on a cumulative basis during the period
                  (treated as one accounting period) from the first day of the
                  Company's fiscal quarter in which the Issue Date occurs to the
                  end of the most recent fiscal quarter ended prior to the date
                  of such proposed Restricted Payment for which financial
                  statements are available and have been either filed with the
                  Commission or with the Trustee pursuant to Section 4.17 (or if
                  the aggregate amount of Consolidated Net Income for such
                  period shall be a deficit, minus 100% of such deficit), plus

                           (ii)     100% of Capital Stock Sale Proceeds and cash
                  capital contributions to the Company, plus (without
                  duplication)

                           (iii)    the sum of:

                                    (A)      the aggregate net cash proceeds
                           received by the Company or any Restricted Subsidiary
                           from the issuance or sale after the Issue Date of
                           convertible or exchangeable Debt or Disqualified
                           Stock that has been converted into or exchanged for
                           Capital Stock (other than Disqualified Stock) of the
                           Company, and

                                    (B)      the aggregate amount by which Debt
                           (other than Subordinated Obligations) of the Company
                           or any Restricted Subsidiary is reduced on the
                           Company's consolidated balance sheet on or after the
                           Issue Date upon the conversion or exchange of any
                           Debt issued or sold on or prior to the Issue Date
                           that is convertible or exchangeable for Capital Stock
                           (other than Disqualified Stock) of the Company,
                           together with, in the cases of both (A) and (B), the
                           aggregate net cash proceeds received by the Company
                           at the time of such conversion or exchange, but
                           excluding, in the case of clause (A) or (B): (x) any
                           such Debt issued or sold to the Company or a
                           Restricted Subsidiary of the Company or an employee
                           stock ownership plan or trust established by the
                           Company or such Restricted Subsidiary for the benefit
                           of its employees and (y) the aggregate amount of any
                           cash or other Property distributed by



                                      -65-

                           the Company or any Restricted Subsidiary upon any
                           such conversion or exchange, plus (without
                           duplication)

                           (iv)     an amount equal to the sum of:

                                    (A)      the net reduction in Investments in
                           any Person other than the Company or a Restricted
                           Subsidiary resulting from dividends, repayments of
                           loans or advances or other transfers of Property or
                           any other disposition or repayment of such
                           Investments, in each case to the Company or any
                           Restricted Subsidiary from any Person (other than the
                           Company or a Restricted Subsidiary), less the cost of
                           the disposition of such Investments, and

                                    (B)      the Fair Market Value of the
                           Investment of the Company and any Restricted
                           Subsidiary in an Unrestricted Subsidiary at the time
                           such Unrestricted Subsidiary is designated a
                           Restricted Subsidiary;

                  provided, however, that the foregoing sum described in Section
                  4.10(b)(3)(iv) shall not exceed the amount of Investments
                  previously made (and treated as a Restricted Payment) by the
                  Company or any Restricted Subsidiary in such Person; plus

                           (v)      $5 million.

                  (c)      Notwithstanding the foregoing limitation, the Company
                  may:

                  (1)      pay dividends on its Capital Stock within 60 days of
         the declaration thereof if, on said declaration date, such dividends
         could have been paid in compliance with this Indenture (for the
         avoidance of doubt, such dividend shall be included in the calculation
         of the amount of Restricted Payments);

                  (2)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value Capital Stock of the Company or options,
         warrants or other rights to acquire such Capital Stock or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock) or options, warrants or other rights to
         acquire such Capital Stock (other than any such Capital Stock (or
         options, warrants or other rights to acquire such Capital Stock) issued
         or sold to a Restricted Subsidiary of the Company or an employee stock
         ownership plan or trust established by the Company or any such
         Restricted Subsidiary for the benefit of its employees and except to
         the extent that any purchase made pursuant to such issuance or sale is
         financed by the Company or any Restricted Subsidiary) or a capital
         contribution to the Company; provided, however,



                                      -66-

         that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments and the Capital Stock Sale Proceeds
         from such exchange or sale shall not be included in the calculation
         pursuant to Section 4.10(b)(3)(ii) above;

                  (3)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations in exchange
         for or out of the proceeds of the substantially concurrent sale of
         Capital Stock of the Company (other than Disqualified Stock) or
         options, warrants or other rights to acquire such Capital Stock (other
         than any such Capital Stock (or options, warrants or other rights to
         acquire such Capital Stock) issued or sold to a Restricted Subsidiary
         of the Company or an employee stock ownership plan or trust established
         by the Company or any such Restricted Subsidiary for the benefit of its
         employees and except to the extent that any purchase made pursuant to
         such issuance or sale is financed by the Company or any Restricted
         Subsidiary) or a capital contribution to the Company or Subordinated
         Obligations; provided that such purchase, repurchase, redemption, legal
         defeasance, acquisition or retirement shall not be included in the
         calculation of the amount of Restricted Payments and the Capital Stock
         Sale Proceeds from such exchange or sale shall not be included in the
         calculation pursuant to Section 4.10(b)(3)(ii) above;

                  (4)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations of the Company
         or any Guarantor in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Permitted Refinancing Debt; provided
         that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments;

                  (5)      so long as no Default has occurred and is continuing,
         repurchase or otherwise acquire shares of, or options to purchase
         shares of, Capital Stock of Parent, the Company or any of its
         Subsidiaries from employees, former employees, directors or former
         directors, consultants or former consultants of the Company or any of
         its Subsidiaries (or permitted transferees of such employees, former
         employees, directors or former directors), pursuant to the terms of
         agreements (including employment agreements) or plans (or amendments
         thereto) approved by the Board of Directors of the Company or the Board
         of Directors of Parent under which such individuals purchase or sell,
         or are granted the option to purchase or sell, shares of such Capital
         Stock; provided that the aggregate amount of such repurchases and other
         acquisitions shall not exceed $2 million in any calendar year (any such
         amounts not used in a calendar year shall be available for use in any
         subsequent year); provided, further, that such repurchase and other
         acquisition shall be excluded in the calculation of the amount of
         Re-



                                      -67-

         stricted Payments and the Capital Stock Sale Proceeds from such sales
         shall not be included in the calculation pursuant to Section
         4.10(b)(3)(ii) or Section 4.10(c)(2) above;

                  (6)      make cash payments in lieu of issuance of fractional
         shares in connection with the exercise of warrants, options or other
         securities convertible into or exchangeable for equity interests of the
         Company or Parent (for the avoidance of doubt, such payments shall be
         included in the amount of Restricted Payments);

                  (7)      repurchase Capital Stock to the extent such
         repurchase is deemed to occur upon a cashless exercise of stock
         options; provided that all such repurchases shall not be included in
         the calculation of Restricted Payments and no proceeds in respect of
         the issuance of Capital Stock shall be deemed to have been received for
         the purposes of Section 4.10(b)(3)(ii) above;

                  (8)      repurchase or redeem preferred stock purchase rights
         issued in connection with any shareholders rights plan of Parent;

                  (9)      distribute the Escrowed Property and the escrowed
         property under the Senior Subordinated Notes Escrow Arrangements and
         the Credit Facility Escrow Arrangements to Parent on the date of the
         Release, to the extent used in consummating the Acquisition;

                  (10)     make dividends or distributions to Parent for
         Parent's (A) bona fide costs, overhead and operating expenses directly
         related to the operation of the Company and the Restricted Subsidiaries
         (including, without limitation, salaries and other compensation of
         employees, directors' fees and expenses and travel and entertainment
         expenses) incurred by Parent in the ordinary course and fees for
         services provided by Parent to the Company and its Restricted
         Subsidiaries that would otherwise have been performed by third parties
         (including, without limitation, accounting, treasury, tax, legal,
         strategic consulting and corporate development services) and any
         reimbursements to Parent for the payment of amounts relating to
         services (including, without limitation, legal, consulting, software,
         insurance and accounting services) provided by third parties on behalf
         of the Company or any Restricted Subsidiaries in an aggregate amount
         not to exceed $10.0 million in any calendar year and (B) franchise or
         other tax obligations (including income tax obligations in respect of
         the Company and its domestic Restricted Subsidiaries) and any other
         amounts required by Parent to maintain its corporate existence;
         provided that such payments shall not be included in the calculation of
         Restricted Payments;

                  (11)     so long as no Default or Event of Default shall have
         occurred and be continuing, repurchase any Subordinated Obligations or
         Disqualified Stock of the Company at a purchase price not greater than
         101% of the principal amount or liquida-



                                      -68-

         tion preference of such Subordinated Obligation or Disqualified Stock
         in the event of a Change of Control pursuant to a provision similar to
         Section 4.08 in the documents governing such Subordinated Obligation or
         Disqualified Stock; provided that prior to consummating any such
         repurchase, the Company has made the Change of Control Offer required
         by this Indenture and has repurchased all notes validly tendered for
         payment in connection with such Change of Control Offer; provided,
         further, that such payments shall be included in the calculation of
         Restricted Payments;

                  (12)     so long as no Default or Event of Default shall have
         occurred and be continuing, following an Asset Sale, to the extent
         permitted by Section 4.12, and using the Net Available Cash generated
         from such Asset Sale, repurchase any Subordinated Obligation or
         Disqualified Stock of the Company at a purchase price not greater than
         100% of the principal amount or liquidation preference of such
         Subordinated Obligation or Disqualified Stock pursuant to a provision
         similar to Section 4.12 in the documents governing such Subordinated
         Obligation or Disqualified Stock; provided that prior to consummating
         any such repurchase, the Company has made the Prepayment Offer required
         by this Indenture and has repurchased all notes validly tendered for
         payment in connection with such Prepayment Offer; provided, further,
         that such payments shall be included in the calculation of Restricted
         Payments; and

                  (13)     so long as no Default or Event of Default shall have
         occurred and be continuing, the Company and any Restricted Subsidiary
         may pay dividends to Parent for Parent to purchase its common stock for
         contribution to employee stock purchase and deferred compensation
         plans, in the ordinary course of business; provided that the aggregate
         amount of common stock purchased in reliance on this Section
         4.10(c)(13) shall not exceed $5.0 million; provided, further, that such
         dividends shall be included in the calculation of Restricted Payments;

                  (14)     make any other Restricted Payment which, together
         with all other Restricted Payments made pursuant to this Section
         4.10(c)(14) since the Issue Date, does not exceed $20 million, provided
         that no Default or Event of Default shall have occurred and be
         continuing immediately after making such Restricted Payment; provided,
         further, that such payments shall be included in the calculation of
         Restricted Payments;

                  (15)     repurchase the Existing Notes pursuant to the Tender
         Offer, including any payment of an early consent fee; provided that any
         such repurchase shall not be included in the calculation of Restricted
         Payments.

                  The amount of any non-cash Restricted Payment shall be deemed
to be equal to the Fair Market Value thereof at the date of making such
Restricted Payment.



                                      -69-

SECTION 4.11.     Limitation on Liens.

                  Prior to the Merger and Release, the Company shall not, and
shall not permit any Restricted Subsidiary to, Incur or suffer to exist, any
Lien upon any of its Property (including Capital Stock of a Restricted
Subsidiary and intercompany notes), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
that secures any obligation, except the Lien of the Trustee on the Escrowed
Property, the Lien of the Trustee pursuant to the Senior Subordinated Notes
Escrow Arrangements (so long as such Lien is limited to the Property in the
escrow account contemplated under the Senior Subordinated Notes Escrow
Arrangements) and the Lien of the Administrative Agent pursuant to the Credit
Facility Escrow Arrangements (so long as such Lien is limited to the Property in
the escrow account contemplated by the Credit Facility Escrow Arrangements).

                  From and after the Merger and Release, the Company shall not,
and shall not permit any Restricted Subsidiary to Incur or suffer to exist, any
Lien (other than Permitted Liens) upon any of its Property (including Capital
Stock of a Restricted Subsidiary and inter-company notes), whether owned at the
Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless it has made or will make effective provision whereby
the Senior Notes will be secured by such Lien equally and ratably with (or prior
to) all other obligations of the Company or any Restricted Subsidiary secured by
such Lien until such time as such obligations are no longer secured by a Lien;
provided, that in no event shall there be any Liens on the Escrowed Property,
except the Lien of the Escrow Agent for the benefit of the Holders of the Senior
Notes.

                  Any Lien on the Escrowed Property created for the benefit of
the Holders of the Senior Notes shall provide by its terms that any such Lien
will be automatically and unconditionally released and discharged upon the
Release.

SECTION 4.12.     Limitation on Asset Sales.

                  (a)      Prior to the Merger and Release, the Company shall
not consummate an Asset Sale except to the extent necessary to consummate the
Merger and Release or the Special Mandatory Redemption and the transactions
contemplated by the Escrow Agreement, the Senior Subordinated Notes Escrow
Arrangements and the Credit Facility Escrow Arrangements. From and after the
Merger and Release, the Company shall not, and shall not permit any Restricted
Subsidiary to, consummate any Asset Sale unless:

                  (1)      the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale;



                                      -70-

                  (2)      in the case of Asset Sales which are not Permitted
         Asset Swaps, at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of (a) cash or Cash Equivalents; (b) the assumption by the
         purchaser of liabilities of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Senior Notes or any Subsidiary Guarantee of such Restricted Subsidiary)
         as a result of which the Company and the Restricted Subsidiaries are no
         longer obligated with respect to such liabilities; (c) any securities,
         notes or other obligations received by the Company or any such
         Restricted Subsidiary from such transferee that are converted by the
         Company or such Restricted Subsidiary into cash (to the extent of the
         cash received) within 30 days after receipt; or (d) a combination of
         the consideration specified in clauses (a) through (c); and

                  (3)      the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         clauses (a) and (b).

                  (b)      The Net Available Cash (or any portion thereof) from
Asset Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the
terms of any Debt):

                  (1)      to permanently prepay or permanently repay any (i)
         Debt under the Credit Facility, (ii) Debt which shall have been secured
         by the assets sold in the relevant Asset Sale and (iii) Debt of a
         Restricted Subsidiary that is not a Subsidiary Guarantor (and in the
         case of any such Debt under a revolving credit facility, effect a
         permanent reduction in the availability under such revolving credit
         facility); and/or

                  (2)      to reinvest in Additional Assets (including by means
         of an Investment in Additional Assets by a Restricted Subsidiary with
         Net Available Cash received by the Company or another Restricted
         Subsidiary).

                  (c)      Any Net Available Cash from an Asset Sale not applied
in accordance with Section 4.12(b) within 365 days from the date of the receipt
of such Net Available Cash shall constitute "Excess Proceeds." Pending the final
application of the Net Available Cash, the Company or any Restricted Subsidiary
may temporarily reduce Debt under the Credit Facility or otherwise invest such
Net Available Cash in Temporary Cash Investments.

                  (d)      When the aggregate amount of Excess Proceeds exceeds
$20 million, the Company will be required to make an offer to purchase (the
"Prepayment Offer") the Senior Notes and any other pari passu Debt outstanding
with similar provisions requiring an offer to purchase such Debt with such
proceeds, which offer shall be in the amount of the Allocable Excess Proceeds,
on a pro rata basis according to principal amount, at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the pur-



                                      -71-

chase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of over
subscription) set forth herein. To the extent that any portion of the amount of
Net Available Cash remains after compliance with the preceding sentence and
provided that all Holders of Senior Notes have been given the opportunity to
tender their Senior Notes for purchase in accordance with this Indenture, the
Company or such Restricted Subsidiary may use such remaining amount for any
purpose not restricted by this Indenture and the amount of Excess Proceeds will
be reset to zero.

                  The term "Allocable Excess Proceeds" will mean the product of:

                  (a)      the Excess Proceeds and

                  (b)      a fraction,

                           (1)      the numerator of which is the aggregate
                  principal amount of the Senior Notes outstanding on the date
                  of the Prepayment Offer, together with any accrued and unpaid
                  interest, and

                           (2)      the denominator of which is the sum of the
                  aggregate principal amount of the Senior Notes outstanding on
                  the date of the Prepayment Offer, together with any accrued
                  and unpaid interest and the aggregate principal amount of
                  other Debt of the Company outstanding on the date of the
                  Prepayment Offer that is pari passu in right of payment with
                  the Senior Notes and subject to terms and conditions in
                  respect of Asset Sales similar in all material respects to
                  this Section 4.12 and requiring the Company to make an offer
                  to purchase such Debt at substantially the same time as the
                  Prepayment Offer (subject to proration in the event that such
                  amount is less than the aggregate offer price of all Senior
                  Notes tendered).

                  (e)      Within fifteen Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.12(d), the
Company shall send a written notice, by first-class mail, to the Holders of
Senior Notes, accompanied by such information regarding the Company and its
Subsidiaries as the Company in good faith believes will enable such Holders to
make an informed decision with respect to such Prepayment Offer. Such notice
shall state, among other things, the purchase price and the purchase date (the
"Purchase Date"), which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

                  (f)      Not later than the date upon which written notice of
a Prepayment Offer is delivered to the Trustee as provided Section 4.12(e), the
Company shall deliver to the Trustee an Officers' Certificate as to (i) the
amount of the Prepayment Offer (the "Offer Amount"),



                                      -72-

(ii) the allocation of the Net Available Cash from the Asset Sales pursuant to
which such Prepayment Offer is being made and (iii) the compliance of such
allocation with Section 4.12(b). On or before the Purchase Date, the Company
shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if
the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate
and hold in trust) in Temporary Cash Investments (other than in those enumerated
in clause (b) of the definition of Temporary Cash Investments), maturing on the
last day prior to the Purchase Date or on the Purchase Date if funds are
immediately available by open of business, an amount equal to the Offer Amount
to be held for payment in accordance with the provisions of this Section 4.12.
Upon the expiration of the period for which the Prepayment Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancellation
the Senior Notes or portions thereof that have been properly tendered to and are
to be accepted by the Company. The Trustee or the Paying Agent shall, on the
Purchase Date, mail or deliver payment to each tendering Holder in the amount of
the purchase price. In the event that the aggregate purchase price of the Senior
Notes delivered by the Company to the Trustee is less than the Offer Amount, the
Trustee or the Paying Agent shall deliver the excess to the Company immediately
after the expiration of the Offer Period for application in accordance with this
Section 4.12.

                  (g)      Holders electing to have a Senior Note purchased
shall be required to surrender the Senior Note, with an appropriate form duly
completed, to the Company or its agent at the address specified in the notice at
least three Business Days prior to the Purchase Date. Holders shall be entitled
to withdraw their election if the Trustee or the Company receives not later than
one Business Day prior to the Purchase Date a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Senior Note that was delivered for purchase by the Holder and a
statement that such Holder is withdrawing its election to have such Senior Note
purchased. If at the expiration of the Offer Period the aggregate principal of
Senior Notes surrendered by Holders exceeds the Offer Amount, the Company shall
select the Senior Notes to be purchased on pro rata basis for all Senior Notes
(with such adjustments as may be deemed appropriate by the Company so that only
Senior Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased). Holders whose Senior Notes are purchased only in part shall be
issued new Senior Notes equal in principal amount to the unpurchased portion of
the Senior Notes surrendered.

                  (h)      At the time the Company delivers Senior Notes to the
Trustee that are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Senior Notes are to be accepted by the
Company pursuant to and in accordance with the terms of this Section 4.12. A
Senior Note shall be deemed to have been accepted for purchase at the time the
Trustee or the Paying Agent mails or delivers payment therefor to the
surrendering Holder.



                                      -73-

                  (i)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
applicable securities laws or regulations in connection with the repurchase of
Senior Notes pursuant to this Section 4.12, including any applicable securities
laws of the United States. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 4.12, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 4.12 by virtue
thereof.

SECTION 4.13.     Limitation on Restrictions on Distributions from Restricted
                  Subsidiaries.

                  (a)      From and after the Merger and Release, the Company
shall not, and shall not permit any Restricted Subsidiary to, create or
otherwise cause or suffer to exist any consensual restriction on the right of
any Restricted Subsidiary to:

                  (1)      pay dividends, in cash or otherwise, or make any
         other distributions on or in respect of its Capital Stock to the
         Company or any other Restricted Subsidiary,

                  (2)      pay any Debt or other obligation owed to the Company
         or any other Restricted Subsidiary,

                  (3)      make any loans or advances to the Company or any
         other Restricted Subsidiary, or

                  (4)      transfer any of its Property to the Company or any
         other Restricted Subsidiary.

                  (b)      The foregoing limitations will not apply:

                  (1)      with respect to Sections 4.13(a)(1), (2), (3) and (4)
         , to restrictions:

                           (A)      in effect on the Issue Date (as such
                  restrictions may be amended from time to time, other than any
                  such amendment that would adversely affect the interests of
                  the Holders of the Senior Notes);

                           (B)      imposed by the Senior Notes or this
                  Indenture (or the Senior Subordinated Notes or the indenture
                  related thereto), or by indentures governing other Debt the
                  Company Incurs (and, if such Debt is guaranteed, by the
                  guarantors of such Debt) ranking on a parity with the Senior
                  Notes or the Senior Subordinated Notes, provided that the
                  restrictions imposed by such indentures are no more
                  restrictive than the restrictions imposed by this Indenture;



                                      -74-

                           (C)      imposed by the Credit Facility with respect
                  to Debt permitted to be Incurred on or subsequent to the date
                  of this Indenture pursuant to Section 4.09(c)(1);

                           (D)      relating to Debt of a Restricted Subsidiary
                  and existing at the time it became a Restricted Subsidiary if
                  such restriction was not created in connection with or in
                  anticipation of the transaction or series of transactions
                  pursuant to which such Restricted Subsidiary became a
                  Restricted Subsidiary or was acquired by the Company;

                           (E)      that result from the Refinancing of Debt
                  Incurred pursuant to an agreement referred to in Section
                  4.13(a)(1) or (4) of this Section 4.13 above; provided such
                  restriction is no less favorable in any material respect to
                  the Holders of Senior Notes than those under the agreement
                  evidencing the Debt so Refinanced when taken as a whole;

                           (F)      restrictions on cash or other deposits or
                  net worth imposed by leases or other agreements entered into
                  in the ordinary course of business;

                           (G)      any encumbrances or restrictions required by
                  any governmental, local or regulatory authority having
                  jurisdiction over the Company or any of its Restricted
                  Subsidiaries or any of their businesses in connection with any
                  development grant made or other assistance provided to the
                  Company or any of its Restricted Subsidiaries by such
                  governmental authority;

                           (H)      customary provisions in joint venture or
                  similar agreements or other arrangements with minority
                  investors in Restricted Subsidiaries; provided, however, that
                  such encumbrance or restriction is applicable only to such
                  Restricted Subsidiary; and provided, further, that (i) the
                  encumbrance or restriction is not materially more
                  disadvantageous to the Holders of the Senior Notes than is
                  customary in comparable agreements and (ii) the Company
                  determines that any such encumbrance or restriction will not
                  materially affect the ability of the Company to make any
                  anticipated payments of principal or interest on the Senior
                  Notes;

                           (I)      with respect to a Securitization Entity in
                  connection with a Qualified Securitization Transaction;
                  provided, however, that such encumbrances and restrictions are
                  customarily required by the institutional sponsor or arranger
                  of such Qualified Securitization Transaction in similar types
                  of documents relating to the purchase of similar receivables
                  in connection with the financing thereof;



                                      -75-

                           (J)      customary restrictions contained in asset
                  sale agreements, stock sale agreements and other similar
                  agreements limiting the transfer, disposition or distribution
                  of such Property pending the closing of such sale, including
                  any restriction imposed with respect to such Restricted
                  Subsidiary pursuant to an agreement to dispose of all or
                  substantially all the Capital Stock or assets of such
                  Restricted Subsidiary; or

                           (K)      customary restrictions imposed on the
                  transfer of copyrighted or patented materials or other
                  intellectual property and customary provisions in agreements
                  that restrict the assignment of such agreements or any rights
                  thereunder;

                  (2)      with respect to Section 4.12(a)(4) only, to
         restrictions:

                           (A)      relating to Debt that is permitted to be
                  Incurred and secured without also securing the Senior Notes
                  pursuant to Section 4.11 that limit the right of the debtor to
                  dispose of the Property securing such Debt,

                           (B)      encumbering Property at the time such
                  Property was acquired by the Company or any Restricted
                  Subsidiary, so long as such restriction relates solely to the
                  Property so acquired and was not created in connection with or
                  in anticipation of such acquisition,

                           (C)      resulting from customary provisions
                  restricting subletting of assignment of leases or customary
                  provisions in other agreements that restrict assignment of
                  such agreements or rights thereunder,

                           (D)      imposed by virtue of any transfer of,
                  agreement to transfer, option or right with respect to or Lien
                  on, any Property of the Company or the relevant Restricted
                  Subsidiary not otherwise prohibited by this Indenture, or

                           (E)      imposed under any Purchase Money Debt or
                  Capital Lease Obligation in the ordinary course of business
                  with respect only to the property the subject thereof.

SECTION 4.14.     Limitation on Transactions with Affiliates.

                  (a)      Notwithstanding Section 4.14(b) on or prior to the
Merger and Release, the Company will not enter into or suffer to exist any
Affiliate Transaction (as defined below) other than to the extent necessary to
consummate the Escrow Agreement, the Merger and Release or the Special Mandatory
Redemption and the transactions contemplated by the Senior Subordinated Notes
Escrow Arrangements, the Credit Facility Escrow Arrangements and the



                                      -76-

preferred stock investment in Parent (or a common equity investment in Parent in
lieu of all or any portion thereof). From and after the Merger and Release, the
Company shall not, and shall not permit any Restricted Subsidiary to, conduct
any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with, or
for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"),
unless:

                  (1)      the terms of such Affiliate Transaction are:

                           (i)      set forth in writing, and

                          (ii)      no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company,

                  (2)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $5 million, each of the Board of
         Directors of the Company and the Board of Directors of Parent
         (including a majority of the disinterested members of the Board of
         Directors of Parent or, if there is only one disinterested director,
         such disinterested director) approves such Affiliate Transaction and,
         in its good faith judgment, believes that such Affiliate Transaction
         complies with clause (a)(1)(ii) of this Section 4.14 as evidenced by a
         Board Resolution, and

                  (3)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $25 million, the Company obtains a
         written opinion from an Independent Financial Advisor to the effect
         that the consideration to be paid or received in connection with such
         Affiliate Transaction is fair, from a financial point of view, to the
         Company and the Restricted Subsidiaries, taken as a whole.

                  (b)      Notwithstanding the foregoing limitation, the Company
or any Restricted Subsidiary may make, enter into or suffer to exist the
following:

                  (1)      any transaction or series of transactions between the
         Company and one or more Restricted Subsidiaries or between two or more
         Restricted Subsidiaries;

                  (2)      any Restricted Payment permitted to be made pursuant
         to Section 4.10 or any Permitted Investment;

                  (3)      the payment of compensation (including awards or
         grants in cash, securities or other payments) for the personal services
         of officers, directors, consultants and employees of the Company or any
         of the Restricted Subsidiaries in the ordinary course of business;



                                      -77-

                  (4)      payments pursuant to employment agreements,
         collective bargaining agreements, employee benefit plans, or
         arrangements for employees, officers or directors, including vacation
         plans, health and life insurance plans, deferred compensation plans,
         directors' and officers' indemnification agreements and retirement or
         savings plans, stock option, stock ownership and similar plans so long
         as the Board of Directors of the Company or the Board of Directors of
         Parent in good faith shall have approved the terms thereof and deemed
         the services theretofore or thereafter to be performed for such
         compensation to be fair consideration therefor;

                  (5)      loans and advances to officers, directors or
         employees (or guarantees of third party loans to officers, directors or
         employees) made in the ordinary course of business, provided that such
         loans and advances do not exceed $10 million in the aggregate at any
         one time outstanding;

                  (6)      any agreement as in effect on the Issue Date or any
         amendment to any such agreement (so long as any such amendment is not
         disadvantageous to the Holders of the Senior Notes in any material
         respect) or any transaction contemplated thereby;

                  (7)      transactions with customers, clients, suppliers or
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with the terms
         of this Indenture which are fair to the Company or its Restricted
         Subsidiaries or are on terms no less favorable as might reasonably have
         been obtained at such time from an unaffiliated party; provided that
         such transactions are approved by a majority of the Board of Directors
         of Parent and the Board of Directors of the Company in good faith
         (including a majority of disinterested directors of the Board of
         Directors of Parent, or if there is only one disinterested director,
         such director);

                  (8)      the issuance and sale of Capital Stock (other than
         Disqualified Stock) of the Company;

                  (9)      transactions in connection with or payments by the
         Company or any of its Restricted Subsidiaries to Goldman Sachs & Co. or
         any of their respective affiliates in connection with any management,
         financial advisory, financing, derivative, underwriting or placement
         services or any other investment banking, banking, asset management or
         similar services including principal, interest and fees on loans which
         payments are approved by a majority of the Board of Directors of Parent
         and the Board of Directors of the Company in good faith (including a
         majority of disinterested directors of the Board of Directors of
         Parent, or if there is only one disinterested director, such director);



                                      -78-

                  (10)     transactions pursuant to any agreement described in
         the Offering Memorandum as in effect on the date of this Indenture or
         the date of the consummation of the Acquisition as the same may be
         amended from time to time in any manner not materially less favorable
         to the Holders of the Senior Notes; and

                  (11)     sales or transfer of dispositions of Receivables and
         Related Assets to a Securitization Entity and acquisitions of
         Investments in connection therewith.

SECTION 4.15.     Designation of Restricted and Unrestricted Subsidiaries.

                  (a)      From and after the Merger and Release, the Board of
Directors of the Company or the Board of Directors of Parent may designate any
Subsidiary of the Company to be an Unrestricted Subsidiary if:

                  (x)      the Subsidiary to be so designated does not own any
         Capital Stock or Debt of, or own or hold any Lien on any Property of,
         the Company or any other Restricted Subsidiary, and

                  (y)      the Company would be permitted under Section 4.10 to
         make a Restricted Payment in an amount equal to the Fair Market Value
         of the Investment in such Subsidiary. For the purposes of this
         provision, in the event the Fair Market Value of such assets exceeds
         $25 million, such Fair Market Value shall be determined by an
         Independent Financial Advisor.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                  (b)      Except as provided in Section 4.15(a), no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Company nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary) except to the extent
permitted under Sections 4.10 and 4.13 and provided that the Company or any
Restricted Subsidiary may pledge Capital Stock or Debt or assets of any
Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no
claim whatsoever against the Company or any Restricted Subsidiary other than to
obtain that pledged property.

                  The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after
giving pro forma effect to such designation,



                                      -79-

                  (x)      the Company could Incur at least $l.00 of additional
         Debt pursuant to Section 4.09(b) and

                  (y)      no Default or Event of Default shall have occurred
         and be continuing or would result therefrom.

                  Any such designation or redesignation by the Board of
Directors of the Company will be evidenced to the Trustee by filing with the
Trustee a Board Resolution giving effect to such designation or redesignation
and an Officers' Certificate that:

                  (x)      certifies that such designation or redesignation
         complies with the provisions of this Section 4.15, and

                  (y)      gives the effective date of such designation or
         redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.17 in respect
of the fiscal quarter of the Company in which such designation or redesignation
is made (or, in the case of a designation or redesignation made during the last
fiscal quarter of the Company's fiscal year, on or before the time financial
statements in respect of such fiscal year are filed with the Commission or the
Trustee pursuant to Section 4.17).

SECTION 4.16.     Limitation of Company's Business.

                  Prior to the Merger and Release, the Company shall not engage
in any line of business or own any other assets other than as necessary to
consummate the Merger and Release or the Special Mandatory Redemption and the
transactions contemplated by the Escrow Agreement, the Senior Subordinated Notes
Escrow Arrangements and the Credit Facility Escrow Arrangements. From and after
the Merger and Release, the Company shall not, and shall not permit any
Restricted Subsidiary to, engage in any business other than the business RHD is
engaged in on the date hereof or a Related Business.

SECTION 4.17.     Reports to Holders.

                  Whether or not RHD is then subject to Section 13(a) or 15(d)
of the Exchange Act, RHD will electronically file with the Commission, so long
as the Senior Notes are outstanding, the annual reports, quarterly reports and
other periodic reports that RHD would be required to file with the Commission
pursuant to Section 13(a) or 15(d) if RHD were so subject, and such documents
will be filed with the Commission on or prior to the respective dates (the
"Required Filing Dates") by which RHD would be required so to file such
documents if RHD were so subject, unless, in any case, such filings are not then
permitted by the Commission.



                                      -80-

                  If such filings with the Commission are not then permitted by
the Commission, or such filings are not generally available on the Internet free
of charge, RHD will, without charge to the Holders, within 15 days of each
Required Filing Date, transmit by mail to Holders, as their names and addresses
appear in the Senior Note register, and file with the Trustee copies of the
annual reports, quarterly reports and other periodic reports that RHD would be
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act if RHD were subject to such Section 13(a) or 15(d) and, promptly
upon written request, supply copies of such documents to any prospective Holder
or beneficial owner at RHD's cost.

                  So long as any of the Senior Notes remain restricted under
Rule 144, RHD will make available upon request to any prospective purchaser of
Senior Notes or beneficial owner of Senior Notes in connection with any sale
thereof the information required by Rule 144A(d)(4) under the Securities Act.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.18.     Creation of Subsidiaries; Additional Subsidiary Guarantees.

                  (a)      Prior to the Merger and Release, the Company shall
not create, acquire or form any Subsidiaries.

                  (b)      From and after the Merger and Release, the Company
shall not permit any of its Restricted Subsidiaries having assets, at any time,
with a Fair Market Value in excess of $1,000 to guarantee or pledge any assets
to secure the payment of any other Debt of the Company or another Restricted
Subsidiary unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the Guarantee of the payment of
the Senior Notes by such Restricted Subsidiary, which Guarantee shall be senior
to or pari passu with such Subsidiary's Guarantee of or pledge to secure such
other Debt.

                  (c)      The Guarantee of a Guarantor will be released if:

                  (1)      the Company designates any Subsidiary Guarantor as an
         Unrestricted Subsidiary in accordance with Section 4.15; or

                  (2)      in connection with the sale of (A) that number of
         shares of Capital Stock of such Subsidiary Guarantor such that such
         Subsidiary Guarantor is no longer a Subsidiary of the Company or
         another Restricted Subsidiary or (B) all or substantially all of the
         assets of such Subsidiary Guarantor to a Person that is not the
         Company,



                                      -81-

         Parent or another Restricted Subsidiary; provided that such sale
         complies with Section 4.12.

                  (d)      In the event a Subsidiary becomes a Subsidiary
Guarantor solely because it guarantees other Debt, then upon the full and
unconditional release of the guarantee of such other Debt (provided that the
Trustee is given 90 days' written notice of such other release) such Subsidiary
Guarantee of such Subsidiary Guarantor shall also be released.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Property.

                  (a)      Prior to the Merger and Release, except in connection
with the Merger and Release or the Special Mandatory Redemption and the
transactions contemplated by the Escrow Agreement, the Senior Subordinated Notes
Escrow Arrangements and the Credit Facility Escrow Arrangements, the Company
shall not merge, consolidate or amalgamate with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions.

                  (b)      From and after the Merger and Release, the Company
shall not merge, consolidate or amalgamate with or into any other Person (other
than a merger of a Wholly Owned Restricted Subsidiary into the Company) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
its Property in any one transaction or series of transactions, unless:

                  (1)      the Company shall be the surviving Person (the
         "Surviving Person") or the Surviving Person (if other than the Company)
         formed by such merger, consolidation or amalgamation or to which such
         sale, transfer, assignment, lease, conveyance or disposition is made
         which is substituted for the Company as the issuer of the Senior Notes
         shall be a corporation organized and existing under the laws of the
         United States of America, any State thereof or the District of
         Columbia;

                  (2)      the Surviving Person (if other than the Company)
         expressly assumes, by supplemental indenture in form reasonably
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual payment of the principal
         amount of the Senior Notes, any accrued and unpaid interest on such
         principal amount, according to their tenor, and the due and punctual
         performance and



                                      -82-

         observance of all the covenants and conditions of this Indenture to be
         performed by the Company;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of the Company, such Property shall have been transferred as
         an entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(b)(4) and Sections
         5.01(b)(5) and (b)(6) below, any Debt that becomes, or is anticipated
         to become, an obligation of the Surviving Person or any Restricted
         Subsidiary as a result of such transaction or series of transactions as
         having been Incurred by the Surviving Person or such Restricted
         Subsidiary at the time of such transaction or series of transactions),
         no Default or Event of Default shall have occurred and be continuing;

                  (5)      immediately after giving effect to such transaction
         or series of transactions on a pro forma basis, the Company or the
         Surviving Person, as the case may be, would be able to Incur at least
         $1.00 of additional Debt pursuant to Section 4.09(b); and

                  (6)      the Surviving Person shall deliver, or cause to be
         delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction and the supplemental
         indenture, if any, in respect thereto comply with this Section 5.01 and
         that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

                  (c)      Parent shall not, and Parent and the Company shall
not permit any Subsidiary Guarantor to, merge, consolidate or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions (other than (i) a merger of a Wholly Owned Restricted
Subsidiary into such Subsidiary Guarantor or (ii) a merger, consolidation,
amalgamation or sale of all or substantially all of the Property of a Subsidiary
Guarantor in connection with the sale of such Subsidiary Guarantor or its
Property to a non-Affiliate third party that does not become an Affiliate as a
result of such transaction and is otherwise permitted under this Indenture)
unless:

                  (1)      the Surviving Person (if not Parent or such
         Subsidiary Guarantor) formed by such merger, consolidation or
         amalgamation or to which such sale, transfer, assignment, lease,
         conveyance or disposition is made shall be a corporation, limited
         liability company, trust, partnership or similar entity organized and
         existing under the



                                      -83-

         laws of United States of America, any State thereof or the District of
         Columbia and, in the case of Parent, is the Company;

                  (2)      the Surviving Person (if other than Parent or such
         Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee or a
         guarantee similar to the Parent Guarantee in form satisfactory to the
         Trustee, executed and delivered to the Trustee by such Surviving
         Person, the due and punctual performance and observance of all the
         obligations of Parent or such Subsidiary Guarantor under its Subsidiary
         Guarantee or Parent Guarantee, as the case may be;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of Parent, such Property shall have been transferred as an
         entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(c)(4) and Section
         5.01(c)(5) and (6) below, any Debt that becomes, or is anticipated to
         become, an obligation of the Surviving Person, the Company or any
         Restricted Subsidiary as a result of such transaction or series of
         transactions as having been Incurred by the Surviving Person, the
         Company or such Restricted Subsidiary at the time of such transaction
         or series of transactions), no Default or Event of Default shall have
         occurred and be continuing;

                  (5)      in the case of Parent only, immediately after giving
         effect to such transaction or series of transactions on a pro forma
         basis, the Company or the Surviving Person, as the case may be, would
         be able to Incur at least $1.00 of additional Debt pursuant to Section
         4.09(b); and

                  (6)      the Company shall deliver, or cause to be delivered,
         to the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guarantee, if any, in
         respect thereto comply with this Section 5.01 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.

                  (d)      The provisions of Section 5.01(c) (other than Section
5.01(c)(4)) shall not apply to any transactions which constitute an Asset Sale
if the Company has complied with Section 4.12.

                  (e)      The Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
this Indenture (or of Parent or the relevant Subsidiary Guarantor under the
Parent Guarantee or the related Subsidiary Guarantee, as the case may be), but
the predecessor Company in the case of:



                                      -84-

                  (1)      a sale, transfer, assignment, conveyance or other
         disposition (unless such sale, transfer, assignment, conveyance or
         other disposition is of all the assets of Parent or the Company as an
         entirety or virtually as an entirety) of substantially all of the
         assets of Parent or the Company and its Restricted Subsidiaries, or

                  (2)      a lease,

shall not be released from any obligation to pay the principal amount of the
Senior Notes, any accrued and unpaid interest.

SECTION 5.02.     Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Senior Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default.

                  The following events shall be "Events of Default":

                  (1)      the Company defaults in any payment of interest on
         any Senior Note when the same becomes due and payable and such default
         continues for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         amount of any Senior Note when the same becomes due and payable at its
         Stated Maturity, upon acceleration, redemption, optional redemption,
         required repurchase or otherwise;

                  (3)      the Company fails to comply with Section 4.08,
         Section 4.12 or 5.01;

                  (4)      the Company fails to comply with any covenant or
         agreement in the Senior Notes or in this Indenture (other than a
         failure that is the subject of Section



                                      -85-

         6.01(1), (2) or (3)) and such failure continues for 60 days after
         written notice is given to the Company as specified in this Section
         6.01;

                  (5)      a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary which
         results in acceleration of the maturity of such Debt, or the failure to
         pay any such Debt at maturity, in an aggregate principal amount in
         excess of $20 million, unless the Company is contesting such
         acceleration in good faith;

                  (6)      Parent, the Company or any Significant Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary insolvency proceeding;

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary insolvency proceeding;

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its property; or

                           (D)      makes a general assignment for the benefit
                  of its creditors;

         or takes any comparable action under any foreign laws relating to
         insolvency; provided, however, that the liquidation of any Restricted
         Subsidiary into another Restricted Subsidiary or the Company other than
         as part of a credit reorganization, shall not constitute an Event of
         Default under this Section 6.01(6);

                  (7)      court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against Parent, the Company or
                  any Significant Subsidiary in an involuntary insolvency
                  proceeding;

                           (B)      appoints a Custodian of Parent, the Company
                  or any Significant Subsidiary or for any substantial part of
                  its property; or

                           (C)      orders the winding up or liquidation of
                  Parent, the Company or any Significant Subsidiary; or

                           (D)      grants any similar relief under any foreign
                  laws;

and in each such case the order or decree remains unstayed and in effect for 90
days;



                                      -86-

                  (8)      any judgment or judgments for the payment of money in
         an unsecured aggregate amount (net of any amount covered by insurance
         issued by a reputable and creditworthy insurer that has not contested
         coverage or reserved rights with respect to the underlying claim and
         that continues to make payments pursuant to the terms of the relevant
         policy) in excess of $20 million at the time entered against the
         Company or any Restricted Subsidiary and shall not be waived, satisfied
         or discharged for any period of 60 consecutive days during which a stay
         of enforcement shall not be in effect or otherwise payable; or

                  (9)      (a) the Parent Guarantee or any Subsidiary Guarantee
         ceases to be in full force and effect (other than in accordance with
         the terms of the Parent Guarantee or such Subsidiary Guarantee, as the
         case may be) or (b) Parent or any Subsidiary Guarantor denies or
         disaffirms its obligations under the Parent Guarantee or its Subsidiary
         Guarantee, as the case may be; provided that in the case of clauses (a)
         and (b), such condition will only constitute an Event of Default if (a)
         such condition could adversely and materially affect the Holders or (b)
         such condition continues for over 10 days.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  A Default under Section 6.01(4) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
at maturity of the Senior Notes then outstanding notify the Company (and in the
case of such notice by Holders, the Trustee) of the Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default and any event that with the giving of notice or the
lapse of time would become an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.

                  The Company shall immediately notify the Trustee if a meeting
of the Board of Directors of the Company or the Board of Directors of Parent is
convened to consider any action mandated by a petition for debt settlement
proceedings or bankruptcy proceedings. The Company shall also promptly advise
the Trustee of the approval of the filing of a debt settlement or bankruptcy
petition prior to the filing of such petition.



                                      -87-

SECTION 6.02.     Acceleration of Maturity; Rescission.

                  If an Event of Default with respect to the Senior Notes (other
than an Event of Default specified in Sections 6.01(6) and 6.01(7)) shall have
occurred and be continuing, the Trustee or the registered Holders of not less
than 25% in aggregate principal amount of the Senior Notes then outstanding may
declare to be immediately due and payable the principal amount of all the Senior
Notes then outstanding by written notice to the Company and the Trustee, plus
accrued but unpaid interest to the date of acceleration. In case an Event of
Default specified in Sections 6.01(6) and 6.01(7) shall occur, such amount with
respect to all the Senior Notes shall be automatically due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Senior Notes. After any such acceleration, but before a
judgment or decree based on acceleration is obtained by the Trustee, the
registered Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding may rescind and annul such acceleration if (i) if the
rescission would not conflict with any judgment or decree, (ii) if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of the acceleration, (iii) to the
extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and all other amounts due to the Trustee under
Section 7.07 and (v) in the event of the cure or waiver of an Event of Default
of the type described in either Section 6.01(6) or (7), the Trustee shall have
received an Officers' Certificate to the effect that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  In the event of a declaration of acceleration of the Senior
Notes because an Event of Default described in Section 6.01(5) has occurred and
is continuing, the declaration of acceleration of the Senior Notes shall be
automatically annulled if the Payment Default or other default triggering such
Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the
Company or a Restricted Subsidiary or waived by the holders of the relevant Debt
within the grace period provided applicable to such default provided for in the
documentation governing such Debt and if (a) the annulment of the acceleration
of the Senior Notes would not conflict with any judgment or decree of a court of
competent jurisdiction and (b) all existing Events of Default, except nonpayment
of principal, premium or interest on the Senior Notes that became due solely
because of the acceleration of the Senior Notes, have been cured or waived.

                  Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request or direction of
any of the Holders of the Senior Notes, unless such



                                      -88-

Holders shall have offered to the Trustee reasonable indemnity. Subject to
Section 7.07, the Holders of a majority in aggregate principal amount of the
Senior Notes then outstanding will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Senior Notes.

                  No Holder of Senior Notes will have any right to institute any
proceeding with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any remedy hereunder, unless:

                  (a)      such Holder has previously given to the Trustee
         written notice of a continuing Event of Default,

                  (b)      the Holders of at least 25% in aggregate principal
         amount of the Senior Notes then outstanding have made written request
         and offered reasonable indemnity to the Trustee to institute such
         proceeding as trustee, and

                  (c)      the Trustee shall not have received from the Holders
         of a majority in aggregate principal amount of the Senior Notes then
         outstanding a direction inconsistent with such request and shall have
         failed to institute such proceeding, within 60 days after such notice,
         request and offer.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Note for enforcement of payment of the principal of, and
premium, if any, or interest on, such Senior Note on or after the respective due
dates expressed in such Senior Note.

SECTION 6.03.     Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Senior Notes or
to enforce the performance of any provision of the Senior Notes or this
Indenture and may take any necessary action requested of it as Trustee to
settle, compromise, adjust or otherwise conclude any proceedings to which it is
a party.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Senior Notes or does not produce any of them in the
proceeding. Any such proceeding instituted by the Trustee may be brought in its
own name and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements of the Trustee and its counsel, be for the ratable benefit of the
Holders of the Senior Notes in respect of which such judgment has been
recovered. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an



                                      -89-

Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative, to the extent permitted by law.
Any costs associated with actions taken by the Trustee under this Section 6.03
shall be reimbursed to the Trustee by the Company.

SECTION 6.04.     Waiver of Past Defaults and Events of Default.

                  Provided the Senior Notes are not then due and payable by
reason of a declaration of acceleration, the Holders of a majority in principal
amount of Senior Notes at the time outstanding may on behalf of the Holders of
all the Senior Notes waive any past Default with respect to such Senior Notes
and its consequences by providing written notice thereof to the Company and the
Trustee, except a Default (1) in the payment of interest on or the principal of
any Senior Note or (2) in respect of a covenant or provision hereof which under
this Indenture cannot be modified or amended without the consent of the Holder
of each outstanding Senior Note affected. In the case of any such waiver, the
Company, the Trustee and the Holders of the Senior Notes will be restored to
their former positions and rights under this Indenture, respectively; provided
that no such waiver shall extend to any subsequent or other Default or impair
any right consequent thereto.

SECTION 6.05.     Control by Majority.

                  The Holders of at least a majority in aggregate principal
amount of the outstanding Senior Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that may involve
the Trustee in personal liability, or that the Trustee determines in good faith
may be unduly prejudicial to the rights of Holders of the Senior Notes not
joining in the giving of such direction and may take any other action it deems
proper that is not inconsistent with any such direction received from Holders of
the Senior Notes.

SECTION 6.06.     Limitation on Suits.

                  No Holder of Senior Notes will have any right to institute any
proceeding with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any remedy hereunder, unless:

                  (1)      the Holder gives the Trustee written notice of a
         continuing Event of Default,

                  (2)      the Holders of at least 25% in aggregate principal
         amount of outstanding Senior Notes make a written request to the
         Trustee to institute such proceeding or pursue such remedy as trustee,



                                      -90-

                  (3)      such Holder or Holders offer the Trustee indemnity
         satisfactory to the Trustee against any costs, liability or expense,

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity, and

                  (5)      during such 60-day period the Holders of at least a
         majority in aggregate principal amount of the outstanding Senior Notes
         do not give the Trustee a direction that is inconsistent with the
         request.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Note for enforcement of payment of the principal of, and
premium, if any, or interest on, such Senior Note on or after the respective due
date expressed in such Senior Note.

SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No director, officer, employee, or stockholder of the Company
or any Subsidiary Guarantor, shall have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Senior Notes, or this Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Senior Notes by accepting a Senior Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Notes. This waiver may not be effective
to waive liabilities under the U.S. federal securities laws.

SECTION 6.08.     Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Senior Note to receive payment of the principal of or
premium, if any, or interest, if any, on such Senior Note or to bring suit for
the enforcement of any such payment, on or after the due date expressed in the
Senior Notes shall not be impaired or affected without the consent of the
Holder.

SECTION 6.09.     Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any Guarantor (or any other obligor on the Senior Notes)
for the whole amount of unpaid principal and accrued interest remaining unpaid.



                                      -91-

SECTION 6.10.     Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company or any Subsidiary Guarantor (or any
other obligor upon the Senior Notes), its creditors or its property and, unless
prohibited by law, shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan or reorganization, arrangement, adjustment or composition affecting the
Senior Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceedings. All rights
of action and claims under this Indenture or the Senior Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Senior Notes
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders in respect of
which such judgment has been recovered.

SECTION 6.11.     Priorities.

                  If the Trustee collects any money pursuant to this Article
Six, it shall pay out the money in the following order:

                  FIRST:  to the Trustee for amounts due under Section 7.07;

                  SECOND:  to Holders for amounts due and unpaid on the Senior
         Notes for principal, premium, if any, and interest (including
         Additional Interest, if any) as to each, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Senior Notes; and



                                      -92-

                  THIRD:  to the Company or, to the extent the Trustee collects
         any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.11.

SECTION 6.12.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in principal amount of the Senior Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee.

                  (a)      If an Event of Default actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.

                  The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Senior Notes and this Indenture.

                  (b)      Except during the continuance of an Event of Default:

                  (1)      The Trustee need perform only such duties as are
         specifically set forth in this Indenture and no others.



                                      -93-

                  (2)      In the absence of bad faith or willful misconduct on
         its part, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform on
         their face to the requirements of this Indenture (but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         stated therein). Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officers' Certificate, subject to the requirement in the preceding
         sentence, if applicable.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1)      This paragraph does not limit the effect of Section
         7.01(b).

                  (2)      The Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee, unless it is proved that the Trustee was
         negligent in ascertaining the pertinent facts.

                  (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction of the Holders of a majority in aggregate principal amount of
         the Senior Notes received by it pursuant to the terms hereof.

                  (4)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its rights, powers or
         duties if it shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity satisfactory to it against such
         risk or liability is not reasonably assured to it.

                  (d)      Whether or not therein expressly so provided,
Sections 7.01(a), (b), (c) and (e) shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (e)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request.



                                      -94-

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Company
or any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably believed by it
         to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 12.05. The Trustee
         shall be protected and shall not be liable for any action it takes or
         omits to take in good faith in reliance on such certificate or opinion.

                  (3)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed by it with due care.

                  (4)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers; provided that the Trustee's
         conduct does not constitute willful misconduct, negligence or bad
         faith.

                  (5)      The Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel with respect to
         legal matters relating to the Senior Notes or this Indenture shall be
         full and complete authorization and protection from liability in
         respect of any action taken, omitted or suffered by it hereunder in
         good faith and in accordance with the advice or opinion of such
         counsel.

                  (6)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other person employed to act hereunder.

                  (7)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of in-



                                      -95-

         debtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books records, and premises of the Company, personally or
         by agent or attorney at the sole cost of the Company and shall incur no
         liability or additional liability of any kind by reason of such inquiry
         or investigation;

                  (8)      the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (9)      the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (10)     the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not suspended.

SECTION 7.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Senior Notes and may make loans to, accept deposits
from, perform services for or otherwise deal with the either of the Company or
any Guarantor, or any Affiliates thereof, with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04.     Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Senior
Notes or any Guarantee, it shall not be accountable for the Company's or any
Guarantor's use of the proceeds from the sale of Senior Notes or any money paid
to the Company or any Guarantor pursuant to the terms of this Indenture and it
shall not be responsible for any statement in the Senior Notes, Guarantee or
this Indenture other than its certificate of authentication, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Senior Notes and perform its obligations hereunder
and that the statements made by it in any Statement of Eligibil-



                                      -96-

ity and Qualification on Form T-1 to be supplied to the Company will be true and
accurate subject to the qualifications set forth therein.

SECTION 7.05.     Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest on any Senior Note (including
payments pursuant to a redemption or repurchase of the Senior Notes pursuant to
the provisions of this Indenture), the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders.

SECTION 7.06.     Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after June
15 of any year, commencing 2003 the Trustee shall mail to each Holder a brief
report dated as of such date that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c) and TIA Section 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
         mail:

                  (1)      to all Holders of Senior Notes, as the names and
         addresses of such Holders appear on the Registrar's books; and

                  (2)      to such Holders of Senior Notes as have, within the
         two years preceding such transmission, filed their names and addresses
         with the Trustee for that purpose.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange on which the Senior
Notes are listed. The Company shall promptly notify the Trustee when the Senior
Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.07.     Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
Agents from time to time such compensation for their services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as shall be agreed upon in
writing. The Company and the Guarantors shall reimburse the Trustee and Agents
upon request for all reasonable disbursements, expenses and advances incurred or
made by them in connection with the Trustee's duties under this Indenture,
including



                                      -97-

the reasonable compensation, disbursements and expenses of the Trustee's agents
and external counsel, except any expense disbursement or advance as may be
attributable to its willful misconduct, negligence or bad faith.

                  The Company and the Guarantors, jointly and severally, shall
fully indemnify each of the Trustee and any predecessor Trustee for, and hold
each of them harmless against, any and all loss, damage, claim, liability or
expense, including without limitation taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or performance of its
duties under this Indenture including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; provided that the failure by the Trustee or Agent
to so notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually prejudiced thereby. In the event that a conflict of
interest exists, the Trustee may have separate counsel, which counsel must be
reasonably acceptable to the Company and the Company shall pay the reasonable
fees and expenses of such counsel.

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability to have been incurred by the Trustee through its own willful
misconduct, negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Senior Notes on all money or property held or collected by the Trustee except
for Escrowed Property and such money or property held in trust to pay principal
of and interest on particular Senior Notes.

                  The obligations of the Company and the Guarantors under this
Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive
the resignation or removal of the Trustee and the satisfaction, discharge or
other termination of this Indenture, including any termination or rejection
hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.



                                      -98-

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08.     Replacement of Trustee.

                  The Trustee shall comply with Section 313(b) of the TIA, to
the extent applicable.

                  The Trustee may resign by so notifying the Company and the
Guarantors in writing no later than 15 Business Days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
outstanding Senior Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent shall not be unreasonably withheld. The
Company may remove the Trustee at its election if:

                  (1)      the Trustee fails to comply with Section 7.10 or
         Section 310 of the TIA;

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief entered with respect to the Trustee under
         Bankruptcy Law;

                  (3)      a receiver or other public officer takes charge of
         the Trustee or its property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, the Guarantors or the Holders of a majority in principal amount of the
outstanding Senior Notes may petition at the expense of the Company any court of
competent jurisdiction, in the case of the Trustee, for the appointment of a
successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Guarantors.
Immediately following such delivery, the retiring Trustee shall, subject to its
rights under Section 7.07, transfer all property held by it as Trustee to the
successor Trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties



                                      -99-

of the Trustee under this Indenture. A successor Trustee shall mail notice of
its succession to each Holder. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.

SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $50 million as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

SECTION 7.11.     Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311 (b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 7.12.     Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A)      that it will hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Senior Notes (whether such sums have been paid to it by the Company or
         by any obligor on the Senior Notes) in trust for the benefit of Holders
         of the Senior Notes or the Trustee;

                  (B)      that it will at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (C)      that it will give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Senior Notes) in the



                                     -100-

         payment of any installment of the principal of, premium, if any, or
         interest on, the Senior Notes when the same shall be due and payable.

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.     Without Consent of Holders.

                  (a)      The Company and Trustee may modify and amend this
Indenture or any Security Document without the consent of any Holder (including
entering into the Security Documents upon the date of Release), for any of the
following purposes:

                  (i)      to cure any ambiguity, omission, defect or
         inconsistency in this Indenture or any Security Document;

                 (ii)      to comply with Section 5.01;

                (iii)      to provide for uncertificated Senior Notes, in
         addition to or in place of certificated Senior Notes;

                 (iv)      to add additional Guarantees with respect to the
         Senior Notes;

                  (v)      to secure the Senior Notes under this Indenture;

                 (vi)      to add to the covenants of the Company for the
         benefit of the Holders of the Senior Notes or to surrender any right or
         power conferred upon the Company;

                (vii)      to make any change that does not adversely affect
         the rights of any Holder of the Senior Notes;

               (viii)      to comply with any requirement of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act;

                 (ix)      to provide for the issuance of Additional Senior
         Notes in accordance with this Indenture, including the issuance of
         Additional Senior Notes as restricted securities under the Securities
         Act and substantially identical Additional Senior Notes pursuant to an
         Exchange Offer registered with the Commission; or

                  (x)      to evidence and provide the acceptance of the
         appointment of a successor Trustee under Section 7.09.



                                     -101-

                  (b)      On the date of Release, RHD, the Guarantors and
Trustee (without notice to or the consent of any Holder) shall enter into the
supplemental indenture attached as Exhibit B to the Escrow Agreement (the
"Release Date Supplemental Indenture"), pursuant to which RHD will assume the
obligations of Finance Corp. hereunder, and the Guarantors shall each execute
the notation of guarantee in the form of Exhibit F and deliver the same to the
Trustee.

SECTION 8.02.     With Consent of Holders.

                  (a)      This Indenture may be amended with the consent of the
registered Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Senior Notes) and any past default or compliance
with any provisions may also be waived (except a default in the payment of
principal, premium or interest and Section 8.01) with the consent of the
registered Holders of at least a majority in aggregate principal amount of the
Senior Notes then outstanding.

                  (b)      However, without the consent of each Holder of an
outstanding Senior Note, no amendment may,

                  (1)      reduce the amount of Senior Notes whose holders must
         consent to an amendment, supplement or waiver,

                  (2)      reduce the rate of or change the time for payment of
         interest on any Senior Note,

                  (3)      reduce the principal of or change the Stated Maturity
         of any Senior Note,

                  (4)      make any Senior Note payable in money other than that
         stated in the Senior Note,

                  (5)      impair the right of any Holder of the Senior Notes to
         receive payment of principal of and interest on such Holder's Senior
         Notes on or after the due dates therefor or to institute suit for the
         enforcement of any payment on or with respect to such Holder's Senior
         Notes, the Parent Guarantee or the Subsidiary Guarantees,

                  (6)      (A) release Parent or any Subsidiary Guarantor from
         its obligations under the Parent Guarantee or its Subsidiary Guarantee,
         as the case may be, or this Indenture other than pursuant to the terms
         of this Indenture, or (B) release any security interest that may have
         been granted in favor of the Holders of the Senior Notes pursuant to
         Section 4.11 other than pursuant to the terms of this Indenture,



                                     -102-

                  (7)      modify the provisions of Section 4.08 or the related
         definitions at any time on or after the Company is obligated to make a
         Change of Control Offer,

                  (8)      prior to the Release, release or modify in any
         respect the Lien of the Trustee on the Escrowed Property, or

                  (9)      waive a default in the payment of principal of or
         premium, if any, or interest, if any, on the Senior Notes (except as
         set forth under Section 6.01).

                  (c)      The consent of the Holders of the Senior Notes shall
not be necessary to approve the particular form of any proposed amendment. It
shall be sufficient if such consent approves the substance of the proposed
amendment.

                  (d)      After an amendment that requires the consent of the
Holders of Senior Notes becomes effective, the Company shall mail to each
registered Holder of the Senior Notes at such holder's address appearing in the
security register a notice briefly describing such amendment. However, the
failure to give such notice to all Holders of the Senior Notes, or any defect
therein, shall not impair or affect the validity of the amendment.

                  (e)      Upon the written request of the Company accompanied
by a board resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

SECTION 8.03.     Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Senior
Notes shall comply with the TIA as then in effect.

SECTION 8.04.     Revocation and Effect of Consents.

                  (a)      After an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Senior Note is a
continuing consent conclusive and binding upon such Holder and every subsequent
Holder of the same Senior Note or portion thereof, and of any Senior Note issued
upon the transfer thereof or in exchange therefor or in place thereof, even if
notation of the consent is not made on any such Senior Note.



                                     -103-

                  (b)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date unless the consent of the requisite number
of Holders has been obtained.

SECTION 8.05.     Notation on or Exchange of Senior Notes.

                  If an amendment, supplement, or waiver changes the terms of a
Senior Note, the Trustee (in accordance with the specific written direction of
the Company) shall request the Holder of the Senior Note (in accordance with the
specific written direction of the Company) to deliver it to the Trustee. In such
case, the Trustee shall place an appropriate notation on the Senior Note about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Senior Note shall
issue, the Subsidiary Guarantors shall endorse, and the Trustee shall
authenticate a new Senior Note that reflects the changed terms. Failure to make
the appropriate notation or issue a new Senior Note shall not affect the
validity and effect of such amendment, supplement or waiver.

SECTION 8.06.     Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against the Company and the Subsidiary Guarantors in
accordance with its terms (subject to customary exceptions).



                                     -104-

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Discharge of Liability on Senior Notes; Defeasance.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Senior Notes, and related Guarantees, issued
hereunder when:

                  (i)      either (x) all Senior Notes that have been
         authenticated, except lost, stolen or destroyed Senior Notes that have
         been replaced or paid and Senior Notes for whose payment money has been
         deposited in trust and thereafter repaid to the Company, have been
         delivered to the Trustee for cancellation; or (y) all Senior Notes that
         have not been delivered to the Trustee for cancellation have become due
         and payable by reason of the mailing of a notice of redemption or
         otherwise or will become due and payable within one year and the
         Company, Parent or any Subsidiary Guarantor has irrevocably deposited
         or caused to be deposited with the Trustee as trust funds in trust
         solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Obligations, or a combination of cash in U.S.
         dollars and non-callable Government Obligations, in amounts as will be
         sufficient without consideration of any reinvestment of interest, to
         pay and discharge the entire indebtedness on the Senior Notes not
         delivered to the Trustee for cancellation for principal, premium, if
         any, and accrued interest to the date of maturity or redemption;

                 (ii)      no Default or Event of Default has occurred and is
         continuing on the date of the deposit;

                (iii)      the Company, Parent or the Subsidiary Guarantor has
         paid or caused to be paid all sums payable by it under this Indenture;
         and

                 (iv)      the Company has delivered irrevocable instructions to
         the trustee under this Indenture to apply the deposited money toward
         the payment of the Senior Notes at maturity or the redemption date, as
         the case may be.

In addition, the Company shall deliver an Officers' Certificate and an Opinion
of Counsel stating that all conditions precedent to satisfaction and discharge
have been satisfied and at the cost and expense of the Company.

                  (b)      Subject to Sections 9.01(c) and 9.02, the Company
may, at its option and at any time, elect to terminate some or all of its
obligations and the obligations of the Guarantors under the outstanding Senior
Notes and this Indenture (hereinafter, "Legal Defea-



                                     -105-

sance") except for obligations under Sections 2.04, 2.07 and 2.08 and
obligations under the TIA. At any time the Company may terminate its obligations
(i) under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17
and 4.18, (ii) under Section 6.01(5), (6), (7), (8) (with respect to Significant
Subsidiaries) or (9) and (iii) under Sections 5.01(b)(5), (b)(6), (c)(5) and
(c)(6) on a date the conditions set forth in Section 9.02 are satisfied
(hereinafter, "Covenant Defeasance") and thereafter, any omission to comply with
any covenant referred to in clause (ii) above will not constitute a Default or
Event of Default with respect to the Senior Notes. The Company may exercise its
Legal Defeasance option notwithstanding its prior exercise of its Covenant
Defeasance option.

                  (c)      If the Company exercises its Legal Defeasance option,
payment of the Senior Subordinated Notes may not be accelerated because of an
Event of Default with respect thereto. If the Company exercises its Covenant
Defeasance option, payment of the Senior Notes may not be accelerated because of
an Event of Default as described in Section 6.01(3) (insofar as such Event of
Default applies to obligations under Sections 5.01(b)(5), (b)(6), (c)(5) and
(c)(6)), under Section 6.01(4) (insofar as such Event of Default applies to
obligations under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16
and 4.17), under Sections 6.01(5), (6), (7) (in the case of Sections 6.01(6) and
(7), with respect to Significant Subsidiaries only) or under Section 6.01(8) or
the failure of the Company to comply with Section 5.01(b)(5) or (c)(5). If the
Company exercises its Legal Defeasance option, each Guarantor, if any, shall be
released from all its obligations under its Guarantee, and the Trustee shall
execute a release of such Guarantee. If the Company exercises its Covenant
Defeasance option, each Guarantor, if any, shall be released from its
obligations under its Guarantee to the extent that the Company is released from
its obligations under this Indenture.

                  (d)      Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.

                  (e)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05, 9.06 and
9.08 shall survive until such time as the Senior Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 9.05 and 9.06 shall
survive.

SECTION 9.02.     Conditions to Defeasance.

                  The Legal Defeasance option or the Covenant Defeasance option,
in Section 9.01 may be exercised only if:

                  (a)      the Company irrevocably deposits in trust with the
                           Trustee money or Government Obligations, or a
                           combination thereof, for the payment of



                                     -106-

                           principal of and interest on the Senior Notes to
                           maturity or redemption, as the case may be;

                  (b)      the Company delivers to the Trustee a certificate
                           from an internationally recognized firm of
                           independent certified public accountants expressing
                           their opinion that the payments of principal,
                           premium, if any, and interest when due and without
                           reinvestment on the deposited Government Obligations
                           plus any deposited money without investment will
                           provide cash at such times and in such amounts as
                           will be sufficient to pay principal, premium, if any,
                           and interest when due on all the Senior Notes to
                           maturity or redemption, as the case may be;

                  (c)      123 days pass after the deposit is made and during
                           the 123-day period no Default described in Section
                           6.01(7) occurs with respect to the Company or any
                           other Person making such deposit which is continuing
                           at the end of the period;

                  (d)      no Default or Event of Default has occurred and is
                           continuing on the date of such deposit and after
                           giving effect thereto;

                  (e)      such deposit does not constitute a default under any
                           other material agreement or instrument binding on the
                           Company;

                  (f)      the Company delivers to the Trustee an Opinion of
                           Counsel to the effect that the trust resulting from
                           the deposit does not constitute, or is qualified as,
                           a regulated investment company under the Investment
                           Company Act of 1940;

                  (g)      in the case of an election of Legal Defeasance under
                           Section 9.01, the Company delivers to the Trustee an
                           Opinion of Counsel stating that:

                                    (1)      the Company has received from, or
                           there has been published by, the Internal Revenue
                           Service a ruling; or

                                    (2)      since the date of this Indenture
                           there has been a change in the applicable U.S.
                           Federal income tax law,

                           to the effect, in either case, that, and based
                           thereon such Opinion of Counsel shall confirm that,
                           the Holders of the Senior Notes will not recognize
                           income, gain or loss for U.S. Federal income tax
                           purposes as a result of such Legal Defeasance
                           election and will be subject to U.S. Federal income
                           tax on the same amounts, in the same manner and at
                           the



                                     -107-

                           same time as would have been the case if such
                           election has not occurred;

                  (h)      in the case of an election of Covenant Defeasance
                           under Section 9.01, the Company delivers to the
                           Trustee an Opinion of Counsel to the effect that the
                           Holders of the Senior Notes will not recognize
                           income, gain or loss for U.S. Federal income tax
                           purposes as a result of such Covenant Defeasance and
                           will be subject to U.S. Federal income tax on the
                           same amounts, in the same manner and at the same
                           times as would have been the case if such election
                           had not occurred; and

                  (i)      the Company delivers to the Trustee an Officers'
                           Certificate and an Opinion of Counsel, each stating
                           that all conditions precedent to an election under
                           9.01 have been complied with as required by this
                           Indenture.

SECTION 9.03.              Deposited Money and Government Obligations To Be Held
                           in Trust; Other Miscellaneous Provisions.

                  All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Senior Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Senior Notes and this Indenture, to
the payment, either directly or through any Paying Agent, to the Holders of such
Senior Notes, of all sums due and to become due thereon in respect of principal,
premium, if any, and accrued interest, but such money need not be segregated
from other funds except to the extent required by law.

                  The Company and the Guarantors shall (on a joint and several
basis) pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 9.02(a) or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Senior Notes.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a request
of the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.



                                     -108-

SECTION 9.04.     Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and each Guarantor's obligations under this Indenture, the Senior
Notes and the Guarantees shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Nine until such time as the Trustee or
Paying Agent is permitted to apply all such money or Government Obligations in
accordance with Section 9.01; provided that if the Company or the Guarantors
have made any payment of principal of, premium, if any, or accrued interest on
any Senior Notes because of the reinstatement of their obligations, the Company
or the Guarantors, as the case may be, shall be subrogated to the rights of the
Holders of such Senior Notes to receive such payment from the money or
Government Obligations held by the Trustee or Paying Agent.

SECTION 9.05.     Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.06.     Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Senior Note that are not
applied but remain unclaimed by the Holder of such Senior Note for two years
after the date upon which the principal of, or premium, if any, or interest on
such Senior Note shall have respectively become due and payable shall be repaid
to the Company (or, if appropriate, the Guarantors) upon a request of the
Company, or if such moneys are then held by the Company or the Guarantors in
trust, such moneys shall be released from such trust; and the Holder of such
Senior Note entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company and the Guarantors for the payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Company and the Guarantors, either mail to each Holder affected,
at the address shown in the register of the Senior Notes maintained by the
Registrar pursuant to Section 2.04, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New



                                     -109-

York, New York, a notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such mailing or publication, any unclaimed balance of such moneys then remaining
will be repaid to the Company. After payment to the Company or the Guarantors or
the release of any money held in trust by the Company or any Guarantors, as the
case may be, Holders entitled to the money must look only to the Company and the
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.    Guarantee.

                  Prior to the Release, the Senior Notes will not be guaranteed.
From and after the Merger and Release and subject to the provisions of this
Article Ten, Parent (the "Parent Guarantee") and the Subsidiary Guarantors, by
execution of the Release Date Supplemental Indenture, fully and unconditionally,
jointly and severally, on an unsecured senior basis, guarantee to each Holder
(i) the due and punctual payment of the principal of and interest on each Senior
Note, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest on the Senior Notes, to the extent lawful, and
the due and punctual payment of all other obligations and due and punctual
performance of all obligations of the Company to the Holders or the Trustee all
in accordance with the terms of such Senior Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Senior Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by acceleration or
otherwise. From and after the Merger and Release, each Guarantor, by execution
of the Release Date Supplemental Indenture, agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any such
Senior Note or this Indenture, any failure to enforce the provisions of any such
Senior Note, this Indenture or the Registration Rights Agreement, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Holder of such Senior Note, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or such Guarantor.

                  Each Guarantor hereby waives diligence, presentment, demand
for payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Senior Note or the Debt evidenced
thereby and all demands whatsoever, and covenants that this



                                     -110-

Guarantee will not be discharged as to any such Senior Note except by payment in
full of the principal thereof and interest thereon. Each Guarantor hereby agrees
that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Guarantee.

                  The Subsidiary Guarantee of any Subsidiary Guarantor may be
released pursuant to Section 4.18 or Section 10.03.

                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of any Holder under the Guarantees.

SECTION 10.02.    Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees, on the date of the Release, that a notation of
such Guarantee, substantially in the form included in Exhibit F hereto, shall be
endorsed on each Senior Note authenticated and delivered by the Trustee on the
date of the Release and such Guarantee shall be executed by either manual or
facsimile signature of an Officer or an Officer of a general partner, as the
case may be, of each Guarantor. The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any particular
Senior Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 shall be in full force and effect notwithstanding any
failure to endorse on each Senior Note a notation of such Guarantee.

                  If an Officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Senior Note on which such Guarantee is endorsed or at any time
thereafter, such Guarantor's Guarantee of such Senior Note shall be valid
nevertheless.

                  The delivery of any Senior Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor.



                                     -111-

SECTION 10.03.    Release of Guarantors.

                  The Guarantee of any Guarantor will be automatically and
unconditionally released and discharged upon any of the following:

         (A)      in connection with the sale of (i) that number of shares of
                  Capital Stock of such Subsidiary Guarantor such that
                  Subsidiary Guarantor is no longer a Subsidiary of the Company
                  or another Restricted Subsidiary or (ii) all or substantially
                  all of the assets of such Subsidiary Guarantor to a Person
                  that is not the Company, Parent or another Restricted
                  Subsidiary of the Company; provided that such sale complies
                  with Section 4.12; or

         (B)      the designation of such Guarantor as an Unrestricted
                  Subsidiary in accordance with the provisions of this
                  Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

                  In addition, in the event a Subsidiary becomes a Subsidiary
Guarantor solely because it guarantees other Debt, then upon the full and
unconditional release of the guarantee of such other Debt (provided that the
Trustee is given 90 days' written notice of such other release) such Subsidiary
Guarantee of such Subsidiary Guarantor shall also be released.

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Senior Notes
and under this Article Ten.

SECTION 10.04.    Waiver of Subrogation.

                  Until all of the obligations under the Senior Notes and the
Guarantees are satisfied in full, each Guarantor hereby irrevocably waives any
claim or other rights which it may now or hereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under its Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Senior Notes against the Company, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or Senior Note on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and the
Senior Notes



                                     -112-

shall not have been paid in full, such amount shall have been deemed to have
been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Senior Notes, and shall forthwith be paid to the
Trustee for the benefit of such Holders to be credited and applied upon the
Senior Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.06 is knowingly made in contemplation of
such benefits.

SECTION 10.05.    Notice to Trustee.

                  The Company or any Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Guarantor which
would prohibit the making of any payment to or by the Trustee at its Corporate
Trust Office in respect of the Guarantees. Notwithstanding the provisions of
this Article Ten or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantees, unless
and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice referred to in
this Section 10.05 at least one Business Day prior to the date upon which by the
terms hereof any such payment may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Senior Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it less than one Business Day prior to such date.

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01.    Security Documents.

                  The due and punctual payment of the principal of and interest
on the Senior Notes when and as the same shall be due and payable, whether on an
Interest Payment Date, at maturity, by acceleration, repurchase, redemption,
special redemption or otherwise, and interest on the overdue principal of and
interest on the Senior Notes and performance of all other obligations of the
Company and the Guarantors to the Holders or the Trustee under this Inden-



                                     -113-

ture and the Senior Notes, according to the terms hereunder or thereunder, shall
be secured as provided in the Security Documents. Each Holder, by its acceptance
of the Senior Subordinated Notes, consents and agrees to the terms of the
Security Documents (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with their terms. The Company shall
deliver to the Trustee copies of all documents delivered to the Securities
Intermediary pursuant to the Security Documents, and shall do or cause to be
done all such acts and things as may be necessary or proper, or as may be
required by the provisions of the Security Documents, to assure and confirm to
the Trustee the security interest in the Collateral contemplated hereby, by the
Security Documents or any part thereof, as from time to time constituted, so as
to render the same available for the security and benefit of this Indenture and
of the Senior Notes secured thereby, according to the intent and purposes herein
and therein expressed. The Company shall take, any and all actions reasonably
required to cause the Security Documents to create and maintain, as security for
the obligations of the Company hereunder, a valid and enforceable perfected lien
on and security interest in all the Collateral, in favor of the Securities
Intermediary for the benefit of the Holders and other Persons for whose benefit
the Securities Intermediary or Trustee, as applicable, acts pursuant to the
Security Documents.

SECTION 11.02.    Recording and Opinions.

                  (a)      The Company shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Lien on and
security interest in the Collateral granted by the Security Documents. For the
avoidance of doubt, no Lien (other than that of the Trustee on behalf of the
Holders) shall be permitted to exist on the Collateral. The Company shall from
time to time promptly pay all financing, continuation statement and mortgage
recording, registration and/or filing fees, charges and taxes relating to this
Indenture and the Security Documents, any amendments thereto and any other
instruments of further assurance required hereunder or pursuant to the Security
Documents. The Trustee shall have no obligation to, nor shall it be responsible
for any failure to, so register, file or record.

                  (b)      The Company shall at all times comply with the
provisions of TIA Section 314(b), whether or not the TIA is then applicable to
the obligations of the Company and, if applicable, the Guarantors under this
Indenture.

SECTION 11.03.    Release of Collateral.

                  (a)      Collateral may (and, as applicable, shall) be
released or substituted only in accordance with the terms of the Security
Documents.

                  (b)      The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contra-



                                     -114-

vention of the provisions hereof if and to the extent the Collateral is released
pursuant to the terms of the Security Documents.

SECTION 11.04.    Certificates of the Company.

                  To the extent applicable, the Company shall comply with TIA
Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the lien and security interest of the
Security Documents and relating to the substitution therefor of any property or
securities to be subjected to the lien and security interest of the Security
Documents. Any certificate or opinion required by TIA Section 314(d) may be made
by an Officer of the Company except in cases where TIA Section 314(d) requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected or approved
by the Collateral Agent in the exercise of reasonable care.

SECTION 11.05.    Certificates of the Trustee.

                  In the event that the Company wish to release Collateral in
accordance with the Security Documents and have delivered the certificates and
documents required by the Security Documents and Sections 11.03 and 11.04
hereof, the Trustee shall determine whether it has received all documentation
required by TIA Section 314(d) in connection with such release and, based on the
Opinion of Counsel delivered pursuant to Section 12.04(2), shall deliver a
certificate to the Collateral Agent setting forth such determination. The
Trustee, however, shall have no duty to confirm the legality or validity of such
documents, its sole duty being to certify that it has received such
documentation which on their face conform to Section 314(d) of the TIA.

SECTION 11.06.    Authorization of Actions To Be Taken by the Trustee
                  Under the Security Documents.

                  Subject to the provisions of Sections 7.01 and 7.02 hereof,
the Trustee shall without the consent of the Holders of Senior Notes, direct, on
behalf of the Holders of Senior Notes, the Securities Intermediary to take all
actions it deems necessary or appropriate in order to (a) enforce any of the
terms of the Security Documents and (b) collect and receive any and all amounts
payable in respect of the obligations of the Company hereunder. The Trustee
shall have power to institute and maintain such suits and proceedings as it may
deem expedient to prevent any impairment of the Collateral by any acts that may
be unlawful or in violation of the Security Documents or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance



                                      -115-

with, such enactment, rule or order would impair the security interest hereunder
or be prejudicial to the interests of the Holders or to the Trustee).

SECTION 11.07.    Authorization of Receipt of Funds by the Trustee Under the
                  Security Documents.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture and the Security Documents.

SECTION 11.08.    Termination of Security Interest.

                  Upon the consummation of (x) the Merger and Release or (y) the
Special Mandatory Redemption, or upon Legal Defeasance, the Trustee shall, at
the request of the Company, deliver a certificate to the Securities Intermediary
stating that such obligations have been paid in full.

                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 12.02.    Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:



                                      -116-

                  If to the Company:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax:  (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax:  (914) 933-6844

                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Attn: Thomas C. Daniels
                           Fax:  (216) 579-0212

                  If to the Trustee, Registrar or Paying Agent:

                           Mailing Address:
                           The Bank of New York
                           101 Barclay Street, Floor 8W
                           New York, New York  10286
                           Attn.: Corporate Trust Administration
                           Fax:   (212) 815-5707

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.



                                      -117-

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication to a Holder is mailed in the manner provided above, it
shall be deemed duly given, whether or not the addressee receives it.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 12.03.    Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Senior
Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

SECTION 12.04.    Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture (except for the
issuance of Senior Notes on the Issue Date), the Company or such Guarantor shall
furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 12.05.    Statements Required in Certificate and Opinion.


                  Each certificate (other than certificates pursuant to Section
4.06) and opinion with respect to compliance by or on behalf of the Company or
any Guarantor with a condition or covenant provided for in this Indenture shall
include:

                  (1)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;



                                      -118-

                  (3)      a statement that, in the opinion of such Person, it
         or he has made such examination or investigation as is necessary to
         enable it or him to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
         such Person, such covenant or condition has been complied with.

SECTION 12.06.    Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Holders. The Registrar and Paying Agent may make reasonable rules
for their functions.

SECTION 12.07.    Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or other day on
which (i) commercial banks in the City of New York are authorized or required by
law to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 12.08.    Governing Law.

                  This Indenture, the Senior Notes and the Guarantees shall be
governed by and construed in accordance with the laws of the State of New York,
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the law of another jurisdiction would be required
thereby.

SECTION 12.09.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10.    Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Senior Notes shall bind their respective successors. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind its successor.



                                      -119-

SECTION 12.11.    Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 12.12.    Table of Contents, Headings, etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 12.13.    Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Senior Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]



                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed all as of the date and year first written above.

                                    R.H. DONNELLEY FINANCE
                                    CORPORATION I

                                    By: /s/ Robert J. Bush
                                        Name:  Robert J. Bush
                                        Title: Vice President

                                       S-1



                                    THE BANK OF NEW YORK, as Trustee

                                    By: /s/ Julie Salovitch Miller
                                        Name:  Julie Salovitch Miller
                                        Title: Vice President

                                       S-2



                                                                       EXHIBIT A

                  CUSIP

                           R.H. DONNELLEY FINANCE CORPORATION I
                     (To be Merged With and Into R.H. DONNELLEY INC.)

No.                                                                     $

                  $                          8-7/8% SENIOR NOTE DUE 2010

                  R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation,
as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of [ ] on December 15, 2010.

                  Interest Payment Dates:  June 15 and December 15.

                  Record Dates:  June 1 and December 1.

                  Reference is made to the further provisions of this Senior
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.

                                      A-1



                  IN WITNESS WHEREOF, the Company has caused this Senior Note to
be signed manually or by facsimile by one of its duly authorized officers.

                                    R.H. DONNELLEY FINANCE
                                    CORPORATION I

                                    By: ________________________________________
                                        Name:
                                        Title:

                                      A-2



                          Certificate of Authentication

                  This is one of the 8-7/8% Senior Notes due 2010 referred to in
the within-mentioned Indenture.

                                    THE BANK OF NEW YORK, as Trustee

                                    By: ________________________________________

Dated:

                                      A-3



                            [FORM OF REVERSE OF NOTE]

                      R.H. DONNELLEY FINANCE CORPORATION I

                           8-7/8% SENIOR NOTE DUE 2010

                  1.       Interest. R.H. DONNELLEY FINANCE CORPORATION I, a
Delaware corporation, as issuer (the "Company"), promises to pay, until the
principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 8-7/8% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including
December 3, 2002 to but excluding the date on which interest is paid. Interest
shall be payable in arrears on each June 15 and December 15, commencing June 15,
2003. Interest will be computed on the basis of a 360-day year of twelve 30-day
months and actual days elapsed. The Company shall pay interest on overdue
principal and on overdue interest (to the full extent permitted by law) at the
rate borne by the Senior Notes.

                  2.       Method of Payment. The Company will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on June 1 or December 1 immediately preceding the interest
payment date (whether or not a Business Day). Holders must surrender Senior
Notes to a Paying Agent to collect principal payments. The Company will pay to
the Paying Agent principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. If a Holder has given wire transfer instructions to the Company, the
Company may pay or cause to be paid by the Paying Agent, all principal, interest
and Additional Interest, if any, on that Holder's Senior Notes in accordance
with those instructions. All other payments on the Senior Notes will be made at
the office or agency of the Paying Agent and Registrar unless the Company elects
to make interest payments by check mailed to the Holders at their address set
forth in the register of Holders.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York (the "Trustee") will act as a Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to the Holders. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

                  4.       Indenture. The Company issued the Senior Notes under
an Indenture dated as of December 3, 2002 (the "Indenture") between the Company
and the Trustee. This is one of an issue of Senior Notes of the Company issued,
or to be issued, under the Indenture. The terms of the Senior Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as
amended from time to time. The Senior Notes are subject to all such terms, and
Holders are

                                       A-4



referred to the Indenture and such Act for a statement of them. Capitalized and
certain other terms used herein and not otherwise defined have the meanings set
forth in the Indenture.

                  5.       Optional Redemption. (a) Except as set forth below,
the Senior Notes will not be redeemable at the option of the Company prior to
December 15, 2006. Thereafter, the Senior Notes will be redeemable, at the
Company's option, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days' prior notice, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
commencing on December 15 of the years set forth below and are expressed as
percentages of principal amount:



                                      Redemption
Redemption Year                         Price
- ---------------                       ----------
                                   
2006..............................     104.438%
2007..............................     102.219%
2008 and thereafter...............     100.000%


                  (b)      From and after the Release and Merger and from time
to time on or prior to December 15, 2005, the Company may at its option on any
one or more occasions redeem Senior Notes (including Additional Senior Notes, if
any) in an aggregate principal amount up to a maximum of 35% of the aggregate
principal amount of Senior Notes (including Additional Senior Notes, if any)
issued under the Indenture at a redemption price of 108.875% of the principal
amount, plus accrued and unpaid interest thereon, if any, to the redemption
date, subject to the rights of the holders of record on the relevant record date
to receive interest due on the relevant interest payment date, with the net cash
proceeds of one or more Qualified Equity Offerings; provided that:

                  (1)      at least 65% of the aggregate principal amount of
         Senior Notes (including Additional Senior Notes, if any) issued under
         the Indenture remains outstanding immediately after giving effect to
         any such redemption (excluding Senior Notes held by the Company and its
         Subsidiaries); and

                  (2)      the redemption occurs within 90 days' of the date of
         the closing of such Qualified Equity Offering upon not less than 30 nor
         more than 60 days' prior notice.

                  (c)      The Trustee will select Senior Notes called for
redemption pursuant to this paragraph 5 on a pro rata basis, by lot or by such
method as the Trustee in its sole discretion shall deem fair and appropriate;
provided that no Senior Notes of $1,000 or less shall be redeemed in part. A new
Senior Note in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original
Senior Note. Senior Notes called for redemption pursuant to this paragraph 5 and
paragraph 7

                                       A-5



hereto become due on the date fixed for redemption. On and after the
redemption date, interest stops accruing on Senior Notes or portions of them
called for redemption.

                  6.       Special Mandatory Redemption. In the event that the
Merger and Release have not occurred on or prior to 5:00 p.m., New York City
time, on the Deadline, the Company shall, on a Business Day designated by the
Company that is not more than ten Business Days following the Deadline (the
"Special Mandatory Redemption Date") redeem in cash all of the Senior Notes (the
"Special Mandatory Redemption") at a redemption price equal to the sum of (a)
$328,250,000 (which amount is equal to 101% of the original issue amount of the
Senior Notes ($325,000,000)) plus (b) the accrued and unpaid interest on the
Senior Notes from and including the Issue Date to but excluding the Special
Mandatory Redemption Date. The "Deadline" is January 31, 2003 or such earlier
date that RHD determines not to pursue consummation of the Acquisition.

                  7.       Notice of Redemption. Except in the case of Special
Mandatory Redemption, notices of redemption shall be mailed by first class mail
at least 30 but not more than 60 days before the redemption date to each Holder
of Senior Notes to be redeemed at its registered address. Notices of redemption
may not be conditional. If any Senior Note is to be redeemed in part only, the
notice of redemption that relates to such Senior Note shall state the portion of
the principal amount thereof to be redeemed. Notice of the Special Mandatory
Redemption will be mailed promptly to each Holder of Senior Notes at its
registered address, the Trustee and the Securities Intermediary.

                  8.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Senior Notes in accordance with the procedures set forth in the
Indenture.

                  9.       Registration Rights. (a) Pursuant to an Exchange and
Registration Rights Agreement among RHD, from and after the Release, the
Guarantors and the Initial Purchasers named therein (the "Registration Rights
Agreement"), RHD will be obligated to consummate an exchange offer (the
"Exchange Offer") pursuant to which the Holder of this Senior Note shall have
the right to exchange this Senior Note for Senior Notes which have been
registered under the Securities Act, in like principal amount and having
substantially identical terms as the Senior Notes. (b) If (i) within 120 days
after the date of the Release (or 120 days after RHD is either required or
requested to file a Shelf Registration Statement pursuant to the Registration
Rights Agreement), the Exchange Offer Registration Statement (or, if applicable,
the Shelf Registration Statement), has not been filed with the Commission; (ii)
within 180 days after the date of the Release (or 180 days after RHD is either
required or requested to file a Shelf Registration Statement pursuant to the
Registration Rights Agreement), the Exchange Offer Registration Statement (or,
if applicable, the Shelf Registration Statement), has not been declared
effective; (iii) within 210 days after the date of the Release, the Exchange
Offer has not been consummated; or (iv) after either the Exchange Offer
Registra-

                                       A-6



tion Statement or the Shelf Registration Statement has been declared effective,
such Registration Statement thereafter ceases to be effective or useable
(subject, in the case of the Shelf Registration Statement, to the exceptions set
forth in the Registration Rights Agreement) in connection with resales of the
Senior Notes or Exchange Securities in accordance with and during the periods
specified in Sections 2 and 3 of the Registration Rights Agreement (each such
event referred to in clauses (i) through (iv), a "Registration Default"),
additional interest ("Additional Interest") will accrue on the Senior Notes and
the Exchange Securities (in addition to the stated interest on the Senior Notes
and the Exchange Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Additional Interest will accrue at an
initial rate of 0.25% per annum of the aggregate principal amount of the Senior
Notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum which rate shall
increase by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, up to a maximum of 1.00% per annum.

                  10.      Denominations, Transfer, Exchange. The Senior Notes
are in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Senior Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. [The
Registrar shall not be required to exchange or register a transfer of any Senior
Subordinated Note for a period of 15 days immediately preceding the redemption
of Senior Subordinated Notes, except the unredeemed portion of any Senior
Subordinated Note being redeemed in part.]

                  11.      Persons Deemed Owners. The registered Holder of this
Senior Note may be treated as the owner of this Senior Note for all purposes.

                  12.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its written request. After that,
Holders entitled to the money must look to the Company for payment as general
creditors unless an "abandoned property" law designates another Person.

                  13.      Amendment, Supplement, Waiver, Etc. The Company, the
Subsidiary Guarantors, if any, and the Trustee (if a party thereto) may, without
the consent of the Holders of any outstanding Senior Notes, amend, waive or
supplement the Indenture or the Senior Notes for certain specified purposes,
including, among other things, curing ambiguities, defects or inconsistencies,
maintaining the qualification of the Indenture under the Trust Indenture Act of
1939, as amended, providing for the assumption by a successor to the Company of
its obligations under the Indenture or any Security Documents and making any
change that does not materially and adversely affect the rights of any Holder.
Other amendments and

                                       A-7



modifications of the Indenture or the Senior Notes may be made by the Company,
the Subsidiary Guarantors, if any, and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of the
outstanding Senior Notes, subject to certain exceptions requiring the consent of
the Holders of the particular Senior Notes to be affected.

                  14.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Debt, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, expand
into unrelated businesses, create liens, consolidate, merge or sell all or
substantially all of the assets of the Company and its Restricted Subsidiaries
and requires the Company to provide reports to Holders of the Senior Notes. Such
limitations are subject to a number of important qualifications and exceptions.
Pursuant to Section 4.06 of the Indenture, the Company must annually report to
the Trustee on compliance with such limitations.

                  15.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Senior Notes and the
Indenture and the transaction complies with the terms of Article Five of the
Indenture, the predecessor corporation will, except as provided in Article Five,
be released from those obligations.

                  16.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Sections 6.01(6)
and 6.01(7) of the Indenture) occurs and is continuing, then, and in each and
every such case, either the Trustee, by notice in writing to the Company, or the
Holders of not less than 25% of the principal amount of the Senior Notes then
outstanding, by notice in writing to the Company and the Trustee, may, and the
Trustee at the request of such Holders shall, declare due and payable, if not
already due and payable, the principal of and any accrued and unpaid interest on
all of the Senior Notes; and upon any such declaration all such amounts upon
such Senior Notes shall become and be immediately due and payable, anything in
the Indenture or in the Senior Notes to the contrary notwithstanding. If an
Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture
occurs, then the principal of and any accrued and unpaid interest on all of the
Senior Notes shall immediately become due and payable without any declaration or
other act on the part of the Trustee or any Holder. Holders may not enforce the
Indenture or the Senior Notes except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Senior Notes. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Senior Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except a default in payment of principal, premium, if
any, or interest on the Senior Notes or a default in the observance or
performance of any of the obligations of the Company under Article Five of the
Indenture) if it determines that withholding notice is in their best interests.

                                       A-8



                  17.      Trustee Dealings with Company. Subject to certain
limitations imposed by the Trust Indenture Act, the Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  18.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, agent, member or stockholder
or Affiliate of the Company, as such, shall have any liability for any
obligations of the Company under the Senior Notes, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. No past, present or future director, officer, employee, incorporator,
agent or stockholder or Affiliate of any of the Guarantors, as such, shall have
any liability for any obligations of the Guarantors under the Guarantees, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Senior Notes and Guarantees by
accepting a Senior Note and a Guarantee waives and releases all such
liabilities. The waiver and release are part of the consideration for issuance
of the Senior Notes and the Guarantees.

                  19.      Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Senior Notes or upon the irrevocable deposit with the Trustee of United
States dollars or Government Obligations sufficient to pay when due principal of
and interest on the Senior Notes to maturity or redemption, as the case may be.

                  20.      Guarantees. From and after the date of the Release,
the Senior Notes will be entitled to the benefits of certain Guarantees made for
the benefit of the Holders. Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.

                  21.      Authentication. This Senior Note shall not be valid
until the Trustee signs the certificate of authentication on the other side of
this Senior Note.

                  22.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The
Trustee, the Company and the Guarantors agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to the Indenture or the Senior Notes.

                  23.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= tenants by

                                       A-9



the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Tel: (216) 586-3939
                           Fax: (216) 579-0212

                                      A-10



                                   ASSIGNMENT

                  I or we assign and transfer this Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

Date: _____________________         Your Signature: ____________________________
                                                    (Sign exactly as your name
                                                    appears on the other side
                                                    of this Note)

Signature Guarantee: ______________________________

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-11



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

                  ?        Section 4.08               ?        Section 4.12

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$___________________________________
         (multiple of $1,000)

Date: ______________________________

                                    Your Signature: ____________________________
                                                    (Sign exactly as your name
                                                    appears on the face of this
                                                    Note)

____________________________________
         Signature Guaranteed

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-12

EX-4.14

                                                                    Exhibit 4.14

                             SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL INDENTURE (this "Senior Notes Supplemental
Indenture"), dated as of January 3, 2003 among R.H. Donnelley Inc., a Delaware
corporation ("Donnelley"), R.H. Donnelley Corporation, Delaware corporation
("Parent"), the Guarantors signatory hereto (the "Guarantors") and The Bank of
New York, as trustee under the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

                  WHEREAS, Finance Corp. and the Trustee heretofore executed and
delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and
supplemented, the "Senior Notes Indenture"), providing for the issuance of the
8-7/8% Senior Notes due 2010 of Finance Corp. (the "Securities"; capitalized
terms used herein but not otherwise defined have the meanings ascribed thereto
in the Senior Notes Indenture);

                  WHEREAS, Article Five of the Senior Notes Indenture provides
that upon the execution and delivery by Donnelley to the Trustee of this Senior
Notes Supplemental Indenture, Donnelley shall be the successor Company under the
Indenture and the Securities and shall succeed to, and be substituted for, and
may exercise every right and power of, Finance Corp. under the Senior Notes
Indenture and the Securities and Finance Corp. shall be discharged from all
obligations and covenants under the Senior Notes Indenture and the Securities;

                  WHEREAS, Section 10.02 of the Senior Notes Indenture provides
that upon execution and delivery by each Guarantor to the Trustee of this Senior
Notes Supplemental Indenture and a Guarantee attached to the Senior Notes
Indenture in the form of ExhibitF thereto, each Guarantor shall be a Guarantor
under the Senior Notes Indenture and the Securities:

                  WHEREAS, Section 8.01(b) of the Senior Notes Indenture
instructs the Trustee, Donnelley and the Guarantors to enter into this Senior
Notes Supplemental Indenture; and

                  WHEREAS, this Senior Notes Supplemental Indenture has been
duly authorized by all necessary corporate action on the part of each of
Donnelley, Parent and the Guarantors.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Donnelley and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:

                                   ARTICLE I

                         Assumption by Successor Company

                  Section 1.1.      Assumption of the Securities. Donnelley
hereby expressly assumes and agrees promptly to pay, perform and discharge when
due each and every debt (including accrued original issue discount on such
debts, if any), obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by Finance Corp. under the Senior Notes Indenture and
the Securities.

                  Donnelley hereby agrees to be bound by all the terms,
provisions and conditions of the Senior Notes Indenture and the Securities and
that it shall be the successor Company and shall succeed to, and be substituted
for, and may exercise every right and power of, Finance Corp., as the
predecessor Company, under the Senior Notes Indenture and the Securities, all to
the extent provided in and in accordance with the terms and conditions of, the
Senior Notes Indenture.

                  Each Guarantor hereby agrees to guarantee the obligations of
Donnelley assumed pursuant to the terms of this Senior Notes Supplemental
Indenture.



                  Section 1.2.      Discharge of Finance Corp. Finance Corp. is
hereby expressly discharged from all debts, obligations, covenants and
agreements under or relating to the Senior Notes Indenture and the Securities.

                  Section 1.3.      Trustee's Acceptance. The Trustee hereby
accepts this Senior Notes Supplemental Indenture and agrees to perform the same
under the terms and conditions set forth in the Senior Notes Indenture.

                                   ARTICLE II

                                  Miscellaneous

                  Section 2.1.      Effect of Supplemental Indenture. Upon the
execution and delivery of this Senior Notes Supplemental Indenture by Donnelley,
Parent, the Guarantors and the Trustee, the Senior Notes Indenture shall be
supplemented in accordance herewith, and this Senior Notes Supplemental
Indenture shall form a part of the Senior Notes Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Senior Notes Indenture shall be bound thereby.

                  Section 2.2.      Senior Notes Indenture Remains in Full Force
and Effect. Except as supplemented hereby, all provisions in the Senior Notes
Indenture shall remain in full force and effect.

                  Section 2.3.      Senior Notes Indenture and Senior Notes
Supplemental Indenture Construed Together. This Senior Notes Supplemental
Indenture is an indenture supplemental to and in implementation of the Senior
Notes Indenture, and the Senior Notes Indenture and this Senior Notes
Supplemental Indenture shall henceforth be read and construed together.

                  Section 2.4.      Confirmation and Preservation of Senior
Notes Indenture. The Senior Notes Indenture as supplemented by this Senior Notes
Supplemental Indenture is in all respects confirmed and preserved.

                  Section 2.5.      Conflict with Trust Indenture Act. If any
provision of this Senior Notes Supplemental Indenture limits, qualifies or
conflicts with any provision of the TIA that is required or deemed under the TIA
to be part of and govern any provision of this Senior Notes Supplemental
Indenture, such provision of the TIA shall control. If any provision of this
Senior Notes Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the Senior Notes Indenture as so modified or to be excluded
by this Senior Notes Supplemental Indenture, as the case may be.

                  Section 2.6.      Severability. In case any provision in this
Senior Notes Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 2.7.      Benefits of Senior Notes Supplemental
Indenture. Nothing in this Senior Notes Supplemental Indenture or the
Securities, express or implied, shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the Holders
of the Securities, any benefit of any legal or equitable right, remedy or claim
under the Senior Notes Indenture, this Senior Notes Supplemental Indenture or
the Securities.

                  Section 2.8.      Successors. All agreements of Donnelley in
this Senior Notes Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Senior Notes Supplemental Indenture shall bind
its successors.

                  Section 2.9.      Certain Duties and Responsibilities of the
Trustee. In entering into this Senior Notes Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Senior Notes
Indenture and the Securities relating to the conduct or affecting the liability
or affording protection to the Trustee, whether or not elsewhere herein so
provided.



                  Section 2.10.     Governing Law. This Senior Notes
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

                  Section 2.11.     Multiple Originals. The parties may sign any
number of copies of this Senior Notes Supplemental Indenture, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

                  Section 2.12.     Headings. The Article and Section headings
herein are inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.

                  Section 2.13.     The Trustee. The Trustee shall not be
responsible in any manner for or in respect of the validity or sufficiency of
this Senior Notes Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made by Donnelley and the Guarantors.





                  IN WITNESS WHEREOF, the parties hereto have caused this Senior
Notes Supplemental Indenture to be duly executed as of the date first written
above.

                                  R.H. DONNELLEY INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY CORPORATION

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  GET DIGITAL SMART.COM INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY APIL, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY ACQUISITIONS, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY CD INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President



                                  R.H. DONNELLEY ACQUISITIONS II, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  DIRECTORIESAMERICA, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY DIRECTORY COMPANY

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  CENDON, L.L.C.

                                  By: /s/ David C. Swanson
                                      Name: David C. Swanson
                                      Title: Manager

                                  THE BANK OF NEW YORK,
                                    as trustee

                                  By: /s/ Julie Salovitch Miller
                                      Name: Julie Salovitch-Miller
                                      Title: Vice President

EX-4.16

                                                                    Exhibit 4.16

                                   GUARANTEES

                  From and after the date of the Release, each of the
undersigned (the "Guarantors") hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture dated as of December 3,
2002 by and among R.H. Donnelley Finance Corporation I, a Delaware corporation,
as issuer (the "Company"), the Guarantors, as guarantors, and The Bank of New
York, as Trustee (as amended, restated or supplemented from time to time, the
"Indenture"), and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and premium and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in
Article Ten of the Indenture, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  The obligations of the Guarantors to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture, and reference is hereby made to the Indenture for
the precise terms and limitations of this Guarantee. Each Holder of the Note to
which this Guarantee is endorsed, by accepting such Note, agrees to and shall be
bound by such provisions.

                  Each Guarantee will be limited to an amount not to exceed the
maximum amount that can be guaranteed by such Guarantor after giving effect to
all of its other contingent and fixed liabilities without rendering such
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                         [Signatures on Following Pages]



                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                  R.H. Donnelley Corporation, as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley APIL, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley CD, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  Get Digital Smart.com, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Acquisitions Inc.,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Acquisitions II Inc.,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                       2



                                  DirectoriesAmerica, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Publishing & Advertising, Inc.,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Directory Company,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  CenDon, L.L.C., as Guarantor

                                  By: /s/ David C. Swanson
                                      Name:  David C. Swanson
                                      Title: Manager

                                       3

EX-4.17

                                                                    Exhibit 4.17

================================================================================

                      R.H. DONNELLEY FINANCE CORPORATION I

                (To be Merged With and Into R.H. DONNELLEY INC.)

                                       and

                        THE BANK OF NEW YORK, as Trustee

                          ----------------------------

                                    INDENTURE

                          Dated as of December 3, 2002

                          ----------------------------

            $ 600,000,000 10-7/8% Senior Subordinated Notes Due 2012

================================================================================



                              CROSS-REFERENCE TABLE



  TIA                                                                  Indenture
Section                                                                 Section
- -------                                                              -------------
                                                                  
310 (a)(1)..................................................         7.10
    (a)(2)..................................................         7.10
    (a)(3)..................................................         N.A.
    (a)(4)..................................................         N.A.
    (a)(5)..................................................         N.A.
    (b).....................................................         7.08; 7.10
    (b)(1)..................................................         7.10
    (c).....................................................         N.A.
311 (a).....................................................         7.11
    (b).....................................................         7.11
    (c).....................................................         N.A.
312 (a).....................................................         2.06
    (b).....................................................         13.03
    (c).....................................................         13.03
313 (a).....................................................         7.06
    (b)(1)..................................................         N.A.
    (b)(2)..................................................         7.06; 11.04
    (c).....................................................         7.06; 11.04
    (d).....................................................         7.06
314 (a).....................................................         4.06; 4.18; 13.04
    (b).....................................................         11.02
    (c)(1)..................................................         13.04
    (c)(2)..................................................         13.04
    (c)(3)..................................................         N.A.
    (d).....................................................         11.04
    (e).....................................................         13.05
    (f).....................................................         N.A.
315 (a).....................................................         7.01(b)
    (b).....................................................         7.05
    (c).....................................................         7.01(a)
    (d).....................................................         7.01(c)
    (e).....................................................         6.12
316 (a) (last sentence).....................................         2.10
    (a)(1)(A)...............................................         6.05
    (a)(1)(B)...............................................         6.04
    (a)(2)..................................................         N.A.
    (b).....................................................         6.08
    (c).....................................................         8.04
317 (a)(1)..................................................         6.09
    (a)(2)..................................................         6.10
    (b).....................................................         2.05; 7.12
318 (a).....................................................         12.01


- -----------------------
N.A. means Not Applicable
Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of this Indenture



                                TABLE OF CONTENTS



                                                                                                    Page
                                                                                                    ----
                                                                                              
                                       ARTICLE ONE

                          DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.      Definitions.................................................................      1
SECTION 1.02.      Incorporation by Reference of Trust Indenture Act...........................     38
SECTION 1.03.      Rules of Construction.......................................................     38

                                    ARTICLE TWO

                                   THE SECURITIES

SECTION 2.01.      Amount of Notes.............................................................     39
SECTION 2.02.      Form and Dating.............................................................     39
SECTION 2.03.      Execution and Authentication................................................     40
SECTION 2.04.      Registrar and Paying Agent..................................................     40
SECTION 2.05.      Paying Agent To Hold Money in Trust.........................................     41
SECTION 2.06.      Holder Lists................................................................     42
SECTION 2.07.      Transfer and Exchange.......................................................     42
SECTION 2.08.      Replacement Senior Subordinated Notes.......................................     43
SECTION 2.09.      Outstanding Senior Subordinated Notes.......................................     43
SECTION 2.10.      Treasury Notes..............................................................     44
SECTION 2.11.      Temporary Senior Subordinated Notes.........................................     44
SECTION 2.12.      Cancellation................................................................     44
SECTION 2.13.      Defaulted Interest..........................................................     45
SECTION 2.14.      CUSIP Number................................................................     45
SECTION 2.15.      Deposit of Moneys...........................................................     45
SECTION 2.16.      Book-Entry Provisions for Global Notes......................................     46
SECTION 2.17.      Special Transfer Provisions.................................................     47
SECTION 2.18.      Computation of Interest.....................................................     50

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.      Election To Redeem; Notices to Trustee......................................     50
SECTION 3.02.      Selection by Trustee of Senior Subordinated Notes To Be
                     Redeemed..................................................................     51
SECTION 3.03.      Notice of Redemption........................................................     51


                                      -i-





                                                                                                    Page
                                                                                                    ----
                                                                                              
SECTION 3.04.      Effect of Notice of Redemption..............................................     52
SECTION 3.05.      Deposit of Redemption Price.................................................     53
SECTION 3.06.      Senior Subordinated Notes Redeemed in Part..................................     53
SECTION 3.07.      Special Mandatory Redemption; Notices to Trustee and
                     Securities Intermediary...................................................     53
SECTION 3.08.      Notice of Special Mandatory Redemption to Holders...........................     54
SECTION 3.09.      Effect of Notice of Special Mandatory Redemption............................     54
SECTION 3.10.      Deposit of Special Mandatory Redemption Price...............................     54
SECTION 3.11.      Special Pro Rata Redemption; Notices to Trustee and
                     Securities Intermediary...................................................     55
SECTION 3.12.      Notice of Special Pro Rata Redemption to Holders............................     55
SECTION 3.13.      Effect of Notice of Special Pro Rata Redemption.............................     56
SECTION 3.14.      Other Mandatory Redemption..................................................     56

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.      Payment of Notes............................................................     56
SECTION 4.02.      Maintenance of Office or Agency.............................................     56
SECTION 4.03.      Legal Existence.............................................................     57
SECTION 4.04.      Maintenance of Properties; Insurance; Compliance with
                     Law.......................................................................     57
SECTION 4.05.      Waiver of Stay, Extension or Usury Laws.....................................     58
SECTION 4.06.      Compliance Certificate......................................................     58
SECTION 4.07.      Payment of Taxes and Other Claims...........................................     59
SECTION 4.08.      Repurchase at the Option of Holders upon Change of
                     Control...................................................................     59
SECTION 4.09.      Limitation on Debt..........................................................     61
SECTION 4.10.      Limitation on Restricted Payments...........................................     65
SECTION 4.11.      Limitation on Liens.........................................................     71
SECTION 4.12.      Limitation on Asset Sales...................................................     72
SECTION 4.13.      Limitation on Restrictions on Distributions from
                     Restricted Subsidiaries...................................................     75
SECTION 4.14.      Limitation on Transactions with Affiliates..................................     78
SECTION 4.15.      Designation of Restricted and Unrestricted Subsidiaries.....................     81
SECTION 4.16.      Prohibition on Incurrence of Senior Subordinated Debt.......................     82
SECTION 4.17.      Limitation on Company's Business............................................     82
SECTION 4.18.      Reports.....................................................................     82
SECTION 4.19.      Creation of Subsidiaries; Additional Subsidiary
                     Guarantees................................................................     83


                                      -ii-





                                                                                                   Page
                                                                                                   ----
                                                                                             
                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.      Merger, Consolidation and Sale of Property..................................     84
SECTION 5.02.      Successor Person Substituted................................................     87

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.      Events of Default...........................................................     87
SECTION 6.02.      Acceleration of Maturity; Rescission........................................     90
SECTION 6.03.      Other Remedies..............................................................     91
SECTION 6.04.      Waiver of Past Defaults and Events of Default...............................     92
SECTION 6.05.      Control by Majority.........................................................     92
SECTION 6.06.      Limitation on Suits.........................................................     93
SECTION 6.07.      No Personal Liability of Directors, Officers, Employees
                     and Stockholders..........................................................     93
SECTION 6.08.      Rights of Holders To Receive Payment........................................     94
SECTION 6.09.      Collection Suit by Trustee..................................................     94
SECTION 6.10.      Trustee May File Proofs of Claim............................................     94
SECTION 6.11.      Priorities..................................................................     95
SECTION 6.12.      Undertaking for Costs.......................................................     95

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.      Duties of Trustee...........................................................     96
SECTION 7.02.      Rights of Trustee...........................................................     97
SECTION 7.03.      Individual Rights of Trustee................................................     99
SECTION 7.04.      Trustee's Disclaimer........................................................     99
SECTION 7.05.      Notice of Defaults..........................................................     99
SECTION 7.06.      Reports by Trustee to Holders...............................................     99
SECTION 7.07.      Compensation and Indemnity..................................................    100
SECTION 7.08.      Replacement of Trustee......................................................    101
SECTION 7.09.      Successor Trustee by Consolidation, Merger, etc.............................    102
SECTION 7.10.      Eligibility; Disqualification...............................................    102
SECTION 7.11.      Preferential Collection of Claims Against Company...........................    103
SECTION 7.12.      Paying Agents...............................................................    103


                                     -iii-





                                                                                                    Page
                                                                                                    ----
                                                                                              
                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.      Without Consent of Holders..................................................     103
SECTION 8.02.      With Consent of Holders.....................................................     104
SECTION 8.03.      Compliance with Trust Indenture Act.........................................     106
SECTION 8.04.      Revocation and Effect of Consents...........................................     106
SECTION 8.05.      Notation on or Exchange of Senior Subordinated Notes........................     107
SECTION 8.06.      Trustee To Sign Amendments, etc.............................................     107

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.      Discharge of Liability on Senior Subordinated Notes;
                     Defeasance................................................................     107
SECTION 9.02.      Conditions to Defeasance....................................................     109
SECTION 9.03.      Deposited Money and Government Obligations To Be
                     Held in Trust; Other Miscellaneous Provisions.............................     111
SECTION 9.04.      Reinstatement...............................................................     111
SECTION 9.05.      Moneys Held by Paying Agent.................................................     112
SECTION 9.06.      Moneys Held by Trustee......................................................     112

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.     Guarantee...................................................................     113
SECTION 10.02.     Execution and Delivery of Guarantee.........................................     114
SECTION 10.03.     Release of Guarantors.......................................................     114
SECTION 10.04.     Waiver of Subrogation.......................................................     115
SECTION 10.05.     Notice to Trustee...........................................................     116
SECTION 10.06.     Subordination of Guarantee..................................................     116

                                                      ARTICLE ELEVEN

                                                    SECURITY DOCUMENTS

SECTION 11.01.     Security Documents..........................................................     117
SECTION 11.02.     Recording and Opinions......................................................     117


                                      -iv-





                                                                                                    Page
                                                                                                    ----
                                                                                              
SECTION 11.03.     Release of Collateral.......................................................     118
SECTION 11.04.     Certificates of the Company.................................................     118
SECTION 11.05.     Authorization of Actions To Be Taken by the Trustee
                     Under the Security Documents..............................................     118
SECTION 11.06.     Authorization of Receipt of Funds by the Trustee Under
                     the Security Documents....................................................     119
SECTION 11.07.     Termination of Security Interest............................................     119

                                 ARTICLE TWELVE

                                  SUBORDINATION

SECTION 12.01.     Senior Subordinated Notes Subordinated to Senior Debt.......................     119
SECTION 12.02.     Suspension of Payment When Senior Debt Is in Default........................     120
SECTION 12.03.     Obligations Subordinated to Prior Payment of All Senior
                     Debt on Dissolution, Liquidation or Reorganization of
                     Company...................................................................     122
SECTION 12.04.     Payments May Be Paid Prior to Dissolution...................................     123
SECTION 12.05.     Holders To Be Subrogated to Rights of Holders of Senior
                     Debt......................................................................     124
SECTION 12.06.     Obligations of the Company Unconditional....................................     124
SECTION 12.07.     Reliance on Judicial Order or Certificate of Liquidating
                     Agent.....................................................................     124
SECTION 12.08.     Subordination Rights Not Impaired by Acts or Omissions
                     of the Company or Holders of Senior Debt..................................     125
SECTION 12.09.     Holders Authorize Trustee To Effectuate Subordination
                     of Obligations............................................................     126
SECTION 12.10.     This Article Twelve Not To Prevent Events of Default........................     126
SECTION 12.11.     Amendments or Modifications To Article Twelve...............................     126
SECTION 12.12.     Acceleration of Senior Subordinated Notes...................................     127
SECTION 12.13.     Notice to Trustee; Rights of Trustee and Paying Agent.......................     127

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.     Trust Indenture Act Controls................................................     128
SECTION 13.02.     Notices.....................................................................     128
SECTION 13.03.     Communications by Holders with Other Holders................................     129
SECTION 13.04.     Certificate and Opinion as to Conditions Precedent..........................     130
SECTION 13.05.     Statements Required in Certificate and Opinion..............................     130


                                      -v-





                                                                                                    Page
                                                                                                    ----
                                                                                              
SECTION 13.06.     Rules by Trustee and Agents.................................................     130
SECTION 13.07.     Legal Holidays..............................................................     131
SECTION 13.08.     Governing Law...............................................................     131
SECTION 13.09.     No Adverse Interpretation of Other Agreements...............................     131
SECTION 13.10.     Successors..................................................................     131
SECTION 13.11.     Multiple Counterparts.......................................................     131
SECTION 13.12.     Table of Contents, Headings, etc............................................     131
SECTION 13.13.     Separability................................................................     132

                                    EXHIBITS

Exhibit A.         Form of Senior Subordinated Note............................................     A-1
Exhibit B.         Form of Legend for Rule 144A Notes and Other Notes
                     That Are Restricted Notes.................................................     B-1
Exhibit C.         Form of Legend for Regulation S Note........................................     C-1
Exhibit D.         Form of Legend for Global Note..............................................     D-1
Exhibit E.         Form of Certificate To Be Delivered in Connection with
                     Transfers Pursuant to Regulation S........................................     E-1
Exhibit F.         Form of Guarantee...........................................................     F-1
Exhibit G.         Form of Certificate from Acquiring Institutional
                     Accredited Investor.......................................................     G-1


                                      -vi-



                  INDENTURE, dated as of December 3, 2002, between R.H.
DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer ("Finance
Corp.") and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").

                  References herein to the "Company" refer to (i) prior to the
date of the Merger (as defined herein) and the consummation of the other
Transactions (as defined herein), Finance Corp. and (ii) from and after the
Merger, only to R.H. Donnelley Inc. and not any of its Subsidiaries.

                  On and after the date of the Release, the Senior Subordinated
Notes will be Guaranteed by the Guarantors.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Senior
Subordinated Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.              Definitions.

                  "Acquired Debt" means Debt of a Person existing at the time
such Person becomes a Restricted Subsidiary, other than Debt Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary. Acquired Debt shall be deemed to be Incurred on the date the
acquired Person becomes a Restricted Subsidiary.

                  "Acquisition" means the consummation, on the date of the
Merger and Release, of the acquisition by Parent of Centel Directory Company, a
Delaware corporation, DirectoriesAmerica, Inc., a Kansas corporation, and Sprint
Publishing & Advertising, Inc., a Kansas corporation.

                  "Acquisition Agreement" means the stock purchase agreement
dated as of September 21, 2002 by and between Sprint Corporation, a Kansas
corporation, Centel Directories LLC, a Delaware limited liability company, and
Parent.

                  "Additional Assets" means:

                  (a)      any Property (other than Cash Equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary and
         used in a Related Business; or



                                      -2-

                  (b)      Capital Stock of a Person that is or becomes a
         Restricted Subsidiary upon or as a result of the acquisition of such
         Capital Stock by the Company or another Restricted Subsidiary from any
         Person other than the Company or an Affiliate of the Company; provided,
         however, that, in the case of this clause (b), such Restricted
         Subsidiary is primarily engaged in a Related Business.

                  "Additional Interest" has the meaning set forth in Exhibit A.

                  "Additional Senior Subordinated Notes" has the meaning set
forth in Section 2.01.

                  "Affiliate" of any specified Person means:

                  (a)      any other Person directly or indirectly controlling
         or controlled by or under direct or indirect common control with such
         specified Person, or

                  (b)      any other Person who is a director or officer of:

                           (1)      such specified Person,

                           (2)      any Subsidiary of such specified Person, or

                           (3)      any Person described in clause (a) above.

                  For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.12 and 4.14 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                  "Affiliate Transaction" has the meaning set forth in Section
4.14.

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

                  "Agent Members" has the meaning set forth in Section 2.16.

                  "Allocable Excess Proceeds" has the meaning set forth in
Section 4.12(e).



                                      -3-

                  "Alternate Offer" has the meaning set forth in Section
4.08(e).

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

                  (a)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares or shares required
         by applicable law to be held by a Person other than the Company or a
         Restricted Subsidiary),

                  (b)      all or substantially all of the properties and assets
         of any division or line of business of the Company or any Restricted
         Subsidiary, or

                  (c)      any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary;

other than, in the case of clause (a), (b) or (c) above,

                           (1)      any disposition by the Company or a
                  Restricted Subsidiary to the Company, a Restricted Subsidiary
                  or any Person (if after giving effect to such transfer such
                  other Person becomes a Restricted Subsidiary),

                           (2)      any disposition that constitutes a Permitted
                  Investment or Restricted Payment permitted by Section 4.10,

                           (3)      any disposition effected in compliance with
                  Section 5.01,

                           (4)      any disposition of Temporary Cash
                  Investments in the ordinary course of business,

                           (5)      any disposition of obsolete, worn out or
                  permanently retired equipment or facilities or other Property
                  that are no longer useful in the conduct of the business of
                  the Company or any Restricted Subsidiary,

                           (6)      any disposition of Receivables and Related
                  Assets in a Qualified Securitization Transaction for the Fair
                  Market Value thereof including cash or Temporary Cash
                  Investments in an amount at least equal to 75% of the Fair
                  Market Value thereof,



                                      -4-

                           (7)      for purposes of Section 4.12, any
                  disposition the net proceeds of which to the Company and its
                  Restricted Subsidiaries do not exceed $1 million in any
                  transaction or series of related transactions,

                           (8)      the licensing or sublicensing of
                  intellectual property or other general intangibles and
                  licenses, leases or subleases of other Property in the
                  ordinary course of business which do not materially interfere
                  with the business of the Company and its Restricted
                  Subsidiaries,

                           (9)      the sale or other disposition of Cash
                  Equivalents,

                           (10)     any release of intangible claims or rights
                  in connection with the loss or settlement of a bona fide
                  lawsuit, dispute or other controversy, and

                           (11)     any sale or other disposition of the
                  pre-press publishing facility located in Bristol, Tennessee.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a)      the sum of the products of (1) the number of years
         (rounded to the nearest one-twelfth of one year) from the date of
         determination to the dates of each successive scheduled principal
         payment of such Debt or redemption or similar payment with respect to
         such Preferred Stock multiplied by (2) the amount of such payment by

                  (b)      the sum of all such payments.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar U.S. Federal or state law.

                  "Board of Directors" means, with respect to any Person, the
board of directors, or any equivalent management entity, of such Person or any
committee thereof duly authorized to act on behalf of such board.

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution of such Person's Board of Directors, certified by the Secretary
or an Assistant Secretary, or an equivalent officer, of such Person to have been
duly adopted by the Board of Directors of such Person and to be in full force
and effect on the date of such certification.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or required by law to close.



                                      -5-

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.
For purposes of the covenant described under Section 4.11, a Capital Lease
Obligation shall be deemed secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Restricted Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or a Restricted Subsidiary for the benefit of
their employees and except to the extent that any purchase made pursuant to such
issuance or sale is financed by the Company or any Restricted Subsidiary) by the
Company of its Capital Stock (including upon the exercise of options, warrants
or rights) (other than Disqualified Stock) or warrants, options or rights to
purchase its Capital Stock (other than Disqualified Stock) after the Issue Date,
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                  "Cash Equivalents" means (a) United States dollars, (b)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1
by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated
money market fund as defined by Rule 2a-7 of the General Rules and Regulations
promulgated under the Investment



                                      -6-

Company Act of 1940 and (g) in the case of a Foreign Subsidiary, substantially
similar investments denominated in foreign currencies (including similarly
capitalized foreign banks).

                  "Change of Control" means the occurrence of any of the
following events:

                  (1)      any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
         indirectly, of 50% or more of the total voting power of the Voting
         Stock of Parent or the Company (for the purpose of this clause (1) a
         Person shall be deemed to beneficially own the Voting Stock of a
         corporation that is beneficially owned (as defined above) by another
         corporation (a "parent corporation") if such Person beneficially owns
         (as defined above) at least 50% of the aggregate voting power of all
         classes of Voting Stock of such parent corporation);

                  (2)      during any period of two consecutive years,
         individuals who at the beginning of such period constituted the Board
         of Directors of the Company or the Board of Directors of Parent
         (together with any new directors whose election by such Board of
         Directors or whose nomination for election by the applicable
         shareholders was approved or ratified by a vote of 66 2/3% of the Board
         of Directors of the Company or the Board of Directors of Parent, as
         applicable, then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved or ratified) cease for any reason to
         constitute a majority of such Board of Directors then in office;

                  (3)      the adoption of a plan relating to the liquidation or
         dissolution of Parent or the Company; or

                  (4)      the merger or consolidation of Parent or the Company
         with or into another Person or the merger of another Person with or
         into Parent or the Company or the sale of all or substantially all the
         assets of Parent or the Company to another Person, and, in the case of
         any such merger or consolidation, the securities of Parent or the
         Company, as the case may be, that are outstanding immediately prior to
         such transaction and that represent 100% of the aggregate voting power
         of the Voting Stock of Parent or the Company, as the case may be, are
         changed into or exchanged for cash, securities or Property, unless
         pursuant to such transaction such securities are changed into or
         exchanged for, in addition to any other consideration, securities of
         the surviving corporation that represent immediately after such
         transaction, at least a majority of the aggregate voting power of the
         Voting Stock of the surviving corporation;

provided, that a Change of Control shall not be deemed to have occurred solely
as a consequence of a merger or consolidation between Parent and the Company, in
which case all refer-



                                      -7-

ences in the preceding clauses (2) and (4) to "Parent or the Company" shall
henceforth be deemed to refer only to the surviving entity of such merger or
consolidation.

                  "Change of Control Offer" has the meaning set forth in Section
4.08.

                  "Change of Control Purchase Price" has the meaning set forth
in Section 4.08.

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.08.

                  "Clearstream" has the meaning set forth in Section 2.16.

                  "Collateral" has the meaning set forth in Section 6(a) of the
Escrow Agreement.

                  "Commission" means the U.S. Securities and Exchange
Commission.

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                  "Company" means the party named as such in the first paragraph
of this Indenture and further defined in the second paragraph hereof, until a
successor replaces such party pursuant to Article Five and thereafter means the
successor.

                  "Consolidated Incremental Depreciation and Amortization"
means, for any period, the total amount of depreciation and amortization related
to the step up in basis required under purchase accounting with respect to the
transactions contemplated by the Acquisition Agreement for such period on a
consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, without
duplication and in each case determined on a consolidated basis in accordance
with GAAP, the total interest expense of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by either the Company or its Restricted
Subsidiaries:

                  (a)      the interest component of Capital Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued during such
         period,

                  (b)      amortization of debt discount and debt issuance cost,
         including commitment fees,

                  (c)      capitalized interest,



                                      -8-

                  (d)      non-cash interest expense,

                  (e)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing,

                  (f)      net costs associated with Hedging Obligations
         (including amortization of discounts or fees); provided, however, such
         costs shall not include any unrealized gain or loss implicit in Hedging
         Obligations,

                  (g)      the sum of (a) all Disqualified Stock Dividends and
         (b) Preferred Stock Dividends with respect to Capital Stock of
         Subsidiaries,

                  (h)      interest accruing or paid on any Debt of any other
         Person to the extent such Debt is guaranteed by the Company or any
         Restricted Subsidiary, or is secured by a Lien on the Company's or any
         Restricted Subsidiary's assets, whether or not such interest is paid by
         the Company or such Restricted Subsidiary,

                  (i)      the cash contributions to any employee stock
         ownership plan or similar trust to the extent such contributions are
         used by such plan or trust to pay interest or fees to any Person (other
         than the Company) in connection with Debt Incurred by such plan or
         trust,

                  (j)      interest accruing in connection with a Qualified
         Securitization Transaction, and

                  (k)      the interest portion of any deferred payment
         obligation.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company for such period on a consolidated
basis prior to any adjustment to net income for any preferred stock (other than
Disqualified Stock) as determined in accordance with GAAP; provided, however,
that there shall not be included in such Consolidated Net Income:

                  (a)      any net income (loss) of any Person (other than the
         Company) if such Person is not a Restricted Subsidiary, except that:

                           (1)      the Company's equity in the net income of
                  any such Person for such period shall be included in such
                  Consolidated Net Income up to the aggregate amount of cash
                  distributed by such Person during such period to the Company
                  or a Restricted Subsidiary as a dividend or other distribution
                  (subject, in the case of a dividend or other distribution to a
                  Restricted Subsidiary, to the limitations contained in clause
                  (c) below),



                                      -9-

                           (2)      the Company's equity in a net loss of any
                  such Person for such period shall be included in determining
                  such Consolidated Net Income, and

                           (3)      the revenue participation income received in
                  connection with the Revenue Participation Agreement shall not
                  be excluded,

                  (b)      any net income (loss) of any Restricted Subsidiary if
         such Restricted Subsidiary is subject to contractual restrictions,
         directly or indirectly, on the payment of dividends or the making of
         distributions, directly or indirectly, to the Company, except that:

                           (1)      the Company's equity in the net income of
                  any such Restricted Subsidiary for such period shall be
                  included in such Consolidated Net Income up to the aggregate
                  amount of cash distributed by such Restricted Subsidiary
                  during such period to the Company or another Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to another
                  Restricted Subsidiary, to the limitation contained in this
                  clause), and

                           (2)      the Company's equity in a net loss of any
                  such Restricted Subsidiary for such period shall be included
                  in determining such Consolidated Net Income,

                  (c)      any net gain or loss realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Subsidiaries (including pursuant to any sale and leaseback transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business,

                  (d)      any net after-tax extraordinary gain or loss,

                  (e)      the cumulative effect of a change in accounting
         principles,

                  (f)      any non-cash compensation expense realized for grants
         of stock appreciation or similar rights, stock options or other rights
         to officers, directors and employees of the Company or any Restricted
         Subsidiary, provided that such rights (if redeemable), options or other
         rights can be redeemed at the option of the holder only for Capital
         Stock of the Company (other than Disqualified Stock) or Capital Stock
         of a direct or indirect parent of the Company,

                  (g)      50% of Consolidated Incremental Depreciation and
         Amortization,



                                      -10-

                  (h)      any non-cash impact attributable to the reduction in
         deferred revenue as a result of the fair value exercise undertaken as
         required by purchase accounting for the transactions contemplated by
         the Acquisition Agreement, in accordance with GAAP, during the twelve
         consecutive months following the consummation of the Acquisition, and

                  (i)      to the extent non-cash, any unusual, non-operating or
         non-recurring gain or loss (including to the extent related to the
         Acquisition).

                  Notwithstanding the foregoing, for purposes of Section 4.10
only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under subsection (c)(4) thereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 21 West,
New York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
9.01.

                  "Credit Facility" means the credit facility to be entered into
by the Company on or before the date of the Merger and Release, as such may be
amended, modified or supplemented from time to time, or one or more debt or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders
against such receivables or inventory) or trade letters of credit, or other
forms of guarantees or assurances that one or more times Refinances, replaces,
supplements, modifies or amends such credit facility.

                  "Credit Facility Escrow Arrangements" means the escrow account
and related agreements pursuant to which the proceeds of certain borrowings
under the Credit Facility made by Finance Corp. or Finance Corp. II, as the case
may be, prior to the Merger and Release will be placed into escrow until the
initial closing under the Acquisition Agreement, at which time such borrowings
will be assumed by RHD.



                                      -11-

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

                  "Deadline" means January 31, 2003, or such earlier date that
RHD determines not to pursue consummation of the Acquisition.

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a)      the principal of and premium (if any, but only in the
         event such premium has become due) in respect of:

                           (1)      debt of such Person for money borrowed, and

                           (2)      debt evidenced by Senior Subordinated Notes,
                  debentures, bonds or other similar instruments for the payment
                  of which such Person is responsible or liable;

                  (b)      all Capital Lease Obligations of such Person;

                  (c)      all obligations of such Person issued or assumed as
         the deferred purchase price of Property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable for
         goods and services arising in the ordinary course of business);

                  (d)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit, performance bonds or surety bonds securing obligations (other
         than obligations described in (a) through (c) above) provided in the
         ordinary course of business of such Person to the extent such letters
         of credit and bonds are not drawn upon or, if and to the extent drawn
         upon, such drawing is reimbursed no later than the fifth Business Day
         following receipt by such Person of a demand for reimbursement
         following payment on the letter of credit or bond);

                  (e)      the amount of all obligations of such Person with
         respect to the Repayment of any Disqualified Stock or, with respect to
         any Subsidiary of such Person, any Preferred Stock (measured, in each
         case, at the greatest of its voluntary or involuntary



                                      -12-

         maximum fixed repurchase price or liquidation value but excluding, in
         each case, any accrued dividends for any current period not yet
         payable);

                  (f)      all obligations of the type referred to in clauses
         (a) through (e) above of other Persons and all dividends of other
         Persons for the payment of which, in either case, such Person is
         responsible or liable, directly or indirectly, as obligor, guarantor or
         otherwise, including by means of any guarantee;

                  (g)      all obligations of the type referred to in clauses
         (a) through (f) above of other Persons, the payment of which is secured
         by any Lien on any Property of such Person (whether or not such
         obligation is assumed by such Person), the amount of such obligation
         being deemed to be the lesser of the Fair Market Value of such Property
         or the amount of the obligation so secured; and

                  (h)      to the extent not otherwise included in this
         definition, Hedging Obligations of such Person (the amount of any such
         obligations to be equal at any time to the termination value of such
         agreement or arrangement giving rise to such obligation that would be
         payable by such Person at such time).

                  The amount of Debt of any Person at any date shall be the
amount necessary to extinguish in full as of such date the outstanding balance
at such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date including, without limitation, all
interest that has been capitalized, and without giving effect to any call
premiums in respect thereof. The amount of Debt represented by a Hedging
Obligation shall be equal to:

                  (1)      zero if such Hedging Obligation has been Incurred
         pursuant to Section 4.09(c)(5),(6) or (7), or

                  (2)      the marked-to-market value of such Hedging Obligation
         to the counter-party thereof if not Incurred pursuant to such clauses.

                  For purposes of this definition, the maximum fixed repurchase
price of any Disqualified Stock that does not have a fixed redemption, repayment
or repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Debt will be required to be determined pursuant to the indenture at its
Fair Market Value if such price is based upon, or measured by, the fair market
value of such Disqualified Stock; provided, however, that if such Disqualified
Stock is not then permitted in accordance with the terms of such Disqualified
Stock to be redeemed, repaid or repurchased, the redemption, repayment or
repurchase price shall be the book value of such Disqualified Stock as reflected
in the most recent financial statements of such Person.



                                      -13-

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Depository" means, with respect to the Senior Subordinated
Notes issued in the form of one or more Global Notes, The Depository Trust
Company or another Person designated as Depository by the Company, which Person
must be a clearing agency registered under the Exchange Act.

                  "Designated Senior Debt" means:

                  (1)      the Debt under the Credit Facility; and

                  (2)      any other Senior Debt of the Company that, at the
         date of determination, has an aggregate principal amount outstanding
         of, or under which, at the date of determination, the holders thereof
         are committed to lend up to, at least $25 million and is specifically
         designated by the Company in the instrument evidencing or governing
         such Senior Debt as "Designated Senior Debt" for purposes of this
         Indenture; provided that the Company shall so advise the Trustee.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable, in either case at the option of
the holder thereof) or upon the happening of an event:

                  (a)      matures or is mandatorily redeemable pursuant to a
         sinking fund obligation or otherwise,

                  (b)      is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c)      convertible or exchangeable at the option of the
         holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Senior Subordinated Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a Change of Control occurring prior to the
first anniversary of the Stated Maturity of the Senior Subordinated Notes shall
not constitute Disqualified Stock if the change of control provisions applicable
to such Disqualified Stock are no more favorable to the holders of such Capital
Stock than the provisions of the indenture with respect to a Change of Control
and such Capital Stock specifically



                                      -14-

provides that the Company will not repurchase or redeem any such Capital Stock
pursuant to such provisions prior to the Company's completing a Change of
Control Offer.

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary.

                  "EBITDA" means, for any period:

                  (a)      the sum of an amount equal to Consolidated Net Income
         for such period, plus (without duplication) the following to the extent
         Consolidated Net Income has been reduced thereby for such period:

                           (1)      the provisions for taxes based on income or
                  profits or utilized in computing net loss,

                           (2)      Pro Forma Consolidated Interest Expense,

                           (3)      depreciation,

                           (4)      amortization,

                           (5)      non-recurring losses or expenses, and

                           (6)      any other non-cash items (provided that any
                  such non-cash item that represents an accrual of or reserve
                  for cash expenditures in any future period shall be deducted
                  in such future period); minus

                  (b)       (x) all non-cash items increasing Consolidated Net
         Income for such period (other than any such non-cash item to the extent
         that it will result in the receipt of cash payments in any future
         period) and (y) all non-recurring gains for such period.

                  Notwithstanding the foregoing clause, the provision for taxes
and the depreciation, amortization and non-cash items of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income.

                  "Escrow Agent" has the meaning set forth in the Escrow
Agreement.

                  "Escrow Agreement" means the escrow agreement dated the Issue
Date among the Securities Intermediary, the Trustee, Finance Corp. and RHD
relating to the Senior Subordinated Notes.



                                      -15-

                  "Escrowed Property" means the funds to be held in escrow
pursuant to the Escrow Agreement.

                  "Euroclear" has the meaning set forth in Section 2.16.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Excess Proceeds" has the meaning set forth in Section 4.12.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934.

                  "Exchange Offer" has the meaning set forth in Exhibit A.

                  "Exchange Securities" has the meaning provided in the
Registration Rights Agreement.

                  "Existing Notes" means the $150.0 million in aggregate
principal amount of RHD's 9-1/8% senior subordinated notes due 2008 issued under
an indenture dated as of June 5, 1998 between RHD and The Bank of New York, as
trustee, as supplemented by the First Supplemental Indenture, dated as of
November 25, 2002 by and among RHD, The Bank of New York, as trustee and the
guarantors thereto.

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided,

                  (a)      if such Property has a Fair Market Value equal to or
         less than $5 million, by any Officer of the Company, or

                  (b)      if such Property has a Fair Market Value in excess of
         $5 million, by a majority of the Board of Directors of the Company and
         the Board of Directors of Parent and evidenced by a Board Resolution
         dated within 30 days of the relevant transaction.

                  "Finance Corp. II" means R.H. Donnelley Finance Corporation
II.

                  "Foreign Subsidiary" means any Restricted Subsidiary that is
not organized under the laws of the United States, any State thereof or the
District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth:



                                      -16-

                  (a)      in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (b)      in the statements and pronouncements of the Financial
         Accounting Standards Board,

                  (c)      in such other statements by such other entity as
         approved by a significant segment of the accounting profession, and

                  (d)      the rules and regulations of the Commission governing
         the inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the Commission.

                  "Global Notes" has the meaning set forth in Section 2.16.

                  "Government Obligations" means any security issued or
guaranteed as to principal or interest by the United States, or by a Person
controlled or supervised by and acting as an instrumentality of the government
of the United States pursuant to the authority granted by the Congress of the
United States; or any certificate of deposit for any of the foregoing.

                  "guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (a)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Debt of such other Person (whether
         arising by virtue of partnership arrangements, or by agreements to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay or to maintain financial statement conditions or
         otherwise), or

                  (b)      entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "guarantee" shall not include:

                  (1)      endorsements for collection or deposit in the
         ordinary course of business, or

                  (2)      a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a Permitted Investment under clause (b) of the definition of
         "Permitted Investment."



                                      -17-

                  The term "guarantee" used as a verb has a corresponding
meaning. The term "guarantor" shall mean any Person guaranteeing any obligation.

                  "Guarantor Senior Debt" has the meaning set forth in Section
12.08.

                  "Guarantee" means, individually, a Subsidiary Guarantee or a
Parent Guarantee and collectively, the Subsidiary Guarantees and the Parent
Guarantee.

                  "Guarantors" means individually, Parent or a Subsidiary
Guarantor and collectively, Parent and Subsidiary Guarantors.

                  "Hedging Obligations" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

                  "Holders" means the Person in whose name a Senior Subordinated
Note is registered on the Senior Subordinated Note register.

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and provided further,
however, that amortization of debt discount, accrual or capitalization of
dividends and interest, including the accrual of deferred accrued interest, the
accretion of principal, and the payment of interest or dividends in the form of
additional securities shall not, in any such case, be deemed to be the
Incurrence of Debt, provided that in the case of Debt or Preferred Stock sold at
a discount or for which interest or dividends is capitalized or accrued or
accreted, the amount of such Debt or outstanding Preferred Stock Incurred shall
at all times be the then current accreted value or shall include all capitalized
interest.

                  "Indenture" means this Indenture as amended, restated or
supplemented from time to time.

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of national standing or any third party appraiser or
recognized expert with ex-



                                      -18-

perience in appraising the terms and conditions of the type of transaction or
series of related transactions for which an opinion is required, provided that
such firm or appraiser is not an Affiliate of the Company.

                  "Initial Purchasers" means Salomon Smith Barney Inc., Bear,
Stearns & Co. Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP
Paribas Securities Corp., Fleet Securities, Inc. and ING Financial Markets LLC.

                  "interest" means, with respect to the Senior Subordinated
Notes, interest and Additional Interest.

                  "Interest Payment Date" means June 15 and December 15 of each
year.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate option agreement, interest rate future agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any loan (other than advances
and extensions of credit and receivables in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person or
acquired as part of the assets acquired in connection with an acquisition of
assets otherwise permitted by the indenture), advance or other extension of
credit or capital contribution (by means of transfers of cash or other Property
to others or payments for Property or services for the account or use of others,
or otherwise) (excluding commission, travel and similar advances to officers and
employees in the ordinary course of business) to, or Incurrence of a guarantee
of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.10 and 4.15 and the definition of "Restricted
Payment," "Investment" shall include the Fair Market Value of the Investment of
the Company and any Restricted Subsidiary in any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary (proportionate to the
Company's equity interest in such Subsidiary) of an amount (if positive) equal
to:

                  (a)      the Company's "Investment" in such Subsidiary at the
         time of such redesignation, less

                  (b)      the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the Investment
         of the Company and any Restricted Subsidiary in such Subsidiary at the
         time of such redesignation.



                                      -19-

                  In determining the amount of any Investment made by transfer
of any Property other than cash, such Property shall be valued at its Fair
Market Value at the time of such Investment.

                  "Issue Date" means the date on which the Senior Subordinated
Notes are initially issued (exclusive of any Additional Senior Subordinated
Notes).

                  "Legal Defeasance" has the meaning set forth in Section 9.01.

                  "Legal Holiday" has the meaning set forth in Section 13.07.

                  "Leverage Ratio" means the ratio of:

                  (a)      the outstanding Debt of the Company and the
         Restricted Subsidiaries as of the date of calculation on a consolidated
         basis in accordance with GAAP, to

                  (b)      the LTM Pro Forma EBITDA.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any sale and
leaseback transaction).

                  "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four
most recent consecutive fiscal quarters prior to the date of determination for
which financial statements are available and have been filed with the Commission
or the Trustee pursuant to Section 4.18.

                  "Maturity Date" when used with respect to any Senior
Subordinated Note, means the date on which the principal amount of such Senior
Subordinated Note becomes due and payable as therein or herein provided.

                  "Merger" means the merger of Finance Corp. with and into RHD
to occur simultaneously with the Release.

                  "Money Market Funds" means shares of an investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund, seeks to maintain a net asset value of $1.00 per share and
has the highest investment rating by S&P and Moody's and, in either case, any
successor rating agency thereto.



                                      -20-

                  "Moody's" has the meaning set forth in the definition of
"Temporary Cash Investments".

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only, in each case, as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt
or other obligations relating to the Property that is the subject of such Asset
Sale or received in any other non-cash form), in each case net of:

                  (a)      all legal, title and recording tax expenses,
         commissions and other fees and expenses Incurred, and all U.S. Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale,

                  (b)      all payments made on any Debt that is secured by any
         Property subject to such Asset Sale, in accordance with the terms of
         any Lien upon or other security agreement of any kind with respect to
         such Property, or which must by its terms, or in order to obtain a
         necessary consent to such Asset Sale, or by applicable law, be repaid
         out of the proceeds from such Asset Sale,

                  (c)      all distributions and other payments required to be
         made to minority interest holders in Subsidiaries or joint ventures as
         a result of such Asset Sale,

                  (d)      brokerage commissions and other reasonable fees and
         expenses (including fees and expenses of counsel, accountants and
         investment bankers) related to such Asset Sale; and

                  (e)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or any Restricted Subsidiary after such Asset Sale
         including, without limitation, pension and other post-employment
         benefit liabilities, liabilities relating to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale and any deductions relating to escrowed amounts.

                  "Non-payment Default" has the meaning set forth in Section
12.02(b).

                  "Non-recourse Debt" means debt as to which neither the Company
nor any Restricted Subsidiary

                  (a)      provides any guarantee or credit support of any kind
         (including any undertaking, guarantee, indemnity, agreement or
         instrument that would constitute Debt)



                                      -21-

         or is directly or indirectly liable (as a guarantor or otherwise) or as
         to which there is any recourse to the assets of the Company or its
         Restricted Subsidiaries; and

                  (b)      no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit (upon notice, lapse of
         time or both) any holder of any other Debt of the Company or any
         Restricted Subsidiary to declare a default under such other Debt or
         cause the payment thereof to be accelerated or payable prior to its
         stated maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt, including any guarantees thereof, and in
all cases whether direct or indirect, absolute or contingent, now outstanding or
hereafter created, assumed or incurred and including, without limitation,
interest accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the relevant documentation, whether or not an allowed claim,
and any obligation to redeem or defease any of the foregoing.

                  "Offer Amount" has the meaning set forth in Section 4.12(g).

                  "Offer Period" has the meaning set forth in Section 4.12(g).

                  "Offering Memorandum" means the offering memorandum dated
November 26, 2002 relating to the offering of Senior Subordinated Notes and
Senior Notes issued on the Issue Date.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President, the Treasurer or the
Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by an
Officer of the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company, the Parent, a Subsidiary Guarantor or the Trustee.

                  "Parent" means R.H. Donnelley Corporation, a Delaware
corporation.

                  "Parent Guarantee" has the meaning set forth in Section 10.01.



                                      -22-

                  "Paying Agent" has the meaning set forth in Section 2.04.

                  "Payment Blockage Notice" has the meaning set forth in Section
12.02(b).

                  "Payment Blockage Period" has the meaning set forth in Section
12.02(b).

                  "Payment Default" means any default which occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, premium, if any, or interest on,
unpaid drawings for letters of credit issued in respect of, or regularly
accruing fees with respect to, any Designated Senior Debt (including, without
limitation, guarantees of the foregoing items which constitute such Senior
Debt).

                  "Permitted Asset Swap" means any transfer of properties or
assets by the Company or any of its Restricted Subsidiaries in which at least
90% of the consideration received by the transferor consists of properties or
assets (other than cash) that will be used in a Related Business; provided that
the aggregate fair market value (as determined in good faith by the Board of
Directors of the Company and the Board of Directors of Parent) of the Property
or assets being transferred by the Company or such Restricted Subsidiary is not
greater than the aggregate fair market value (as determined in good faith by the
Board of Directors of the Company and the Board of Directors of Parent) of the
Property or assets received by the Company or such Restricted Subsidiary in such
exchange; provided that, with respect to any transaction or series of related
transactions that constitute a Permitted Asset Swap with an aggregate fair
market value in excess of $25.0 million, the Company, prior to consummation
thereof, shall be required to obtain a written opinion from an Independent
Financial Advisor to the effect that such transaction or series of related
transactions are fair from a financial point of view to the Company and
Restricted Subsidiaries, taken as a whole.

                  "Permitted Debt" has the meaning set forth in Section 4.09.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a)      the Company, any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary, provided that the primary business of such Restricted
         Subsidiary is a Related Business, including, without limitation, the
         Acquisition and the transactions contemplated thereby,

                  (b)      Temporary Cash Investments,

                  (c)      receivables owing to the Company or a Restricted
         Subsidiary, if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may in-



                                      -23-

         clude such concessionary trade terms as the Company or such Restricted
         Subsidiary deems reasonable under the circumstances,

                  (d)      payroll, travel, commission and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business,

                  (e)      loans and advances to employees, directors and
         consultants made in the ordinary course of business consistent with
         past practices of the Company or such Restricted Subsidiary, as the
         case may be, provided that such loans and advances do not exceed $10
         million at any one time outstanding,

                  (f)      stock, obligations or other securities received in
         settlement or good faith compromise of debts created in the ordinary
         course of business and owing to the Company or a Restricted Subsidiary
         or in satisfaction of judgments or pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         of a debtor,

                  (g)      any Person to the extent such Investment represents
         the non-cash portion of the consideration received in connection with
         an Asset Sale consummated in compliance with Section 4.12,

                  (h)      the Senior Subordinated Notes and, if issued, any
         Additional Senior Subordinated Notes,

                  (i)      Interest Rate Agreements, Currency Exchange
         Protection Agreements, Hedging Obligations and Commodity Price
         Protection Agreement, in each case, permitted under Section 4.09,

                  (j)      Investments in existence on the date of the indenture
         (including the Existing Notes) and any permitted Refinancing thereof,

                  (k)      a Securitization Entity in connection with a
         Qualified Securitization Transaction, which Investment consists of the
         transfer of Receivables and Related Assets,

                  (l)      in any Person to the extent that the consideration
         for such Investment consists of Capital Stock of the Company,

                  (m)      Investments in prepaid expenses, negotiable
         instruments held for collection and lease utility and worker's
         compensation, performance and other similar deposits provided to third
         parties in the ordinary course of business,



                                      -24-

                  (n)      other Investments that do not exceed $50 million
         outstanding at any one time in the aggregate,

                  (o)      Investments in joint ventures engaged in a Related
         Business that do not exceed $100 million outstanding at any one time in
         the aggregate,

                  (p)      any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (1) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (2) as a result of a
         foreclosure by the Company or any of its Restricted Subsidiaries with
         respect to any secured Investment or such other transfer of title with
         respect to any secured Investment in default,

                  (q)      a Securitization Entity or any Investment by
         Securitization Entity in any other Person, in each case in connection
         with a Qualified Securitization Transaction, provided, however, that
         any Investment in a Securitization Entity in the form of (1) a Purchase
         Money Note; (2) any equity interests; (3) obligations of the
         Securitization Entity to pay the purchase price for assets transferred
         to it; or (4) interests in accounts receivable generated by the Company
         or Restricted Subsidiary and transferred to any Person in connection
         with a Qualified Securitization Transaction or any such Person owning
         such amounts receivable, and

                  (r)      negotiable instruments held for deposit or collection
         in the ordinary course of business.

                  "Permitted Refinancing Debt" means any Debt that Refinances
         any other Debt, including any successive Refinancings, so long as:

                  (a)      such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1)      the aggregate principal amount (or if
                  Incurred with original issue discount, the aggregate accreted
                  value) and any accrued but unpaid interest then outstanding of
                  the Debt being Refinanced, and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums, tender and defeasance costs,
                  related to such Refinancing,

                  (b)      in the case of the Refinancing of term Debt, the
         Average Life of such Debt is equal to or greater than the Average Life
         of the Debt being Refinanced,



                                      -25-

                  (c)      in the case of the Refinancing of term Debt, the
         Stated Maturity of the Debt being Incurred is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d)      in the case of the Refinancing of Debt of the Company
         or a Subsidiary Guarantor:

                           (1)      the new Debt shall not be senior in right of
                  payment of the Debt being Refinanced; and

                           (2)      if the Debt being Refinanced constitutes
                  Subordinated Obligations of the Company or a Subsidiary
                  Guarantor, the new Debt shall be subordinated to the Senior
                  Subordinated Notes or the relevant Guarantee, as applicable,
                  at least to the same extent as the Subordinated Obligations;

provided, however, that Permitted Refinancing Debt shall not include:

                  (x)      Debt of a Restricted Subsidiary (other than a
         Subsidiary Guarantor) that Refinances Debt of the Company or a
         Subsidiary Guarantor, or

                  (y)      Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

                  "Person" means any individual, corporation, company (including
any limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                  "Physical Notes" means certificated Senior Subordinated Notes
in registered form in substantially the form set forth in Exhibit A.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary.

                  "Prepayment Offer" has the meaning set forth in Section
4.12(d).



                                      -26-

                  "Private Placement Legend" means the legend initially set
forth on the Rule 144A Senior Subordinated Notes and Other Senior Subordinated
Notes that are Restricted Senior Subordinated Notes in the form set forth in
Exhibit B.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof a calculation performed in
accordance with the terms of the indenture and (to the extent not conflicting
with such terms) Article 11 of Regulation S-X promulgated under the Securities
Act (as in effect on the Issue Date).

                  "Pro Forma Consolidated Interest Expense" means, with respect
to any period, Consolidated Interest Expense adjusted (without duplication) to
give pro forma effect to any Incurrence of Debt that remains outstanding at the
end of the period or any Repayment of Debt since the beginning of the relevant
period as if such Incurrence or Repayment had occurred on the first day of such
period.

                  If any Debt bears a floating or fluctuating rate of interest
and is being given pro forma effect, the interest expense on such Debt shall be
calculated as if the base interest rate in effect for such floating or
fluctuating rate of interest on the date of determination were in effect for the
whole period (taking into account any Interest Rate Agreement applicable to such
Debt if such Interest Rate Agreement had when entered into a term of at least 12
months or, if shorter, the term of the Debt). In the event the Capital Stock of
any Restricted Subsidiary is sold during the period, the Company shall be deemed
to have Repaid during such period the Debt of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Debt after such sale.

                  "Pro Forma EBITDA" means, for any period, the EBITDA of the
Company and its consolidated Restricted Subsidiaries after making the following
adjustments:

                  (a)      pro forma effect shall be given to any Asset Sales or
         Investment (by merger or otherwise) in any Restricted Subsidiary (or
         any Person which becomes a Restricted Subsidiary) or any other
         acquisition of Property at any time on or subsequent to the first day
         of the period and on or prior to the date of determination as if such
         Asset Sale, Investment or other acquisition had occurred on the first
         day of the period. Any such pro forma calculations may include
         operating expense reductions (net of associated expenses) for such
         period resulting from the acquisition or other Investment which is
         being given pro forma effect that would be permitted pursuant to Rule
         11-02 of Regulation S-X under the Securities Act (as in effect on the
         Issue Date). In addition, since the beginning of the period, if any
         Person that subsequently became a Restricted Subsidiary or was merged
         with or into the Company or any Restricted Subsidiary since the
         beginning of the period shall have made any Investment in any Person or
         made any acquisition, disposition, merger or consolidation that would
         have required adjustment pursuant to this definition, then Pro Forma
         EBITDA shall be calculated



                                      -27-

         giving pro forma effect thereto for such period as if such Investment,
         acquisition, disposition, merger or consolidation had occurred at the
         beginning of the applicable period; and

                  (b)      in the event that pro forma effect is being given to
         any Repayment of Debt, Pro Forma EBITDA for such period shall be
         calculated as if the Company or such Restricted Subsidiary had not
         earned any interest income actually earned during such period in
         respect of the funds used to Repay such Debt.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Date" has the meaning set forth in Section 4.12(f).

                  "Purchase Money Debt" means Debt secured by a Lien:

                  (a)      consisting of the deferred purchase price of
         Property, conditional sale obligations, obligations under any title
         retention agreement, other purchase money obligations and obligations
         in respect of industrial revenue bonds, in each case where the maturity
         of such Debt does not exceed the anticipated useful life of the
         Property being financed, and

                  (b)      Incurred to finance the acquisition, construction or
         lease by the Company or a Restricted Subsidiary of such Property,
         including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction or lease of such Property by the
Company or such Restricted Subsidiary.

                  "Qualified Equity Offering" means any public or private
offering for cash of Capital Stock (other than Disqualified Stock) of Parent or
RHD other than (i) public offerings of Capital Stock registered on Form S-8 or
(ii) other issuances upon the exercise of options of employees of Parent, RHD or
any of their respective Subsidiaries.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A promulgated under the Securities Act.



                                      -28-

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any
Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary
may sell, convey or otherwise transfer to (a) a Securitization Entity (in the
case of a transfer by the Company or of any Restricted Subsidiary) and (b) any
other Person (in the case of a transfer by a Securitization Entity), or may
grant a security interest in, Receivables and Related Assets.

                  "Receivables and Related Assets" means any account receivable
(whether now existing or arising thereafter) of the Company or any Restricted
Subsidiary, and any assets related thereto including all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets which are customarily transferred or in
respect of which security interest are customarily granted in connection with
asset securitization transaction involving accounts receivable.

                  "Redemption Date" when used with respect to any Senior
Subordinated Note to be redeemed pursuant to paragraph 5 of the Senior
Subordinated Notes means the date fixed for such redemption pursuant to the
terms of the Senior Subordinated Notes.

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or
to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

                  "Registrar" has the meaning set forth in Section 2.04.

                  "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, among RHD, Parent, R.H. Donnelley APIL, Inc.,
R.H. Donnelley CD Inc., Get Digital Smart.com, Inc., R.H. Donnelley
Acquisitions, Inc. and the Initial Purchasers.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" has the meaning set forth in
Section 2.16.

                  "Regulation S Notes" has the meaning set forth in Section
2.02.

                  "Related Business" means any business that is related,
ancillary or complementary to the business of RHD or any of its Subsidiaries on
the Issue Date or any reasonable extension, development or expansion of the
business of RHD or its Subsidiaries, including the businesses acquired pursuant
to the Acquisition.

                  "Release" means the release of the Escrowed Property pursuant
to the Escrow Agreement.



                                      -29-

                  "Release Time" has the meaning set forth in Section 3(a) of
the Escrow Agreement.

                  "Release Date Supplemental Indenture" has the meaning set
forth in Section 8.01.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings.

                  "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; provided that
if, and for so long as, any Designated Senior Debt lacks such a representative,
then the Representative for such Designated Senior Debt shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.

                  "Required Filing Dates" has the meaning set forth in Section
4.18.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer in the Corporate Trust Office of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Restricted Global Notes" has the meaning set forth in Section
2.16.

                  "Restricted Payment" means:

                  (a)      any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid by the Company or any
         Restricted Subsidiary on or with respect to any shares of Capital Stock
         of Parent, the Company or any Restricted Subsidiary, except for any
         dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other shareholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis) or any dividend or distribution payable solely in shares of
         Capital Stock (other than Disqualified Stock) of the Company or in
         options, warrants or other rights to acquire shares of Capital Stock
         (other than Disqualified Stock) of the Company;



                                      -30-

                  (b)      the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of Parent, the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary or any entity that becomes a Restricted Subsidiary as a
         result of such transactions) or securities exchangeable for or
         convertible into any such Capital Stock, including the exercise of any
         option to exchange any Capital Stock (other than for or into Capital
         Stock of the Company that is not Disqualified Stock);

                  (c)      the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition);

                  (d)      any Investment (other than Permitted Investments and
         guarantees by Restricted Subsidiaries of Debt Incurred pursuant to
         Section 4.09) in any Person; or

                  (e)      the issuance, sale or other disposition of Capital
         Stock of any Restricted Subsidiary to a Person (other than the Company
         or another Restricted Subsidiary) if the result thereof is that such
         Restricted Subsidiary shall cease to be a Subsidiary of the Company, in
         which event the amount of such "Restricted Payment" shall be the Fair
         Market Value of the remaining interest, if any, in such former
         Restricted Subsidiary held by the Company and the other Restricted
         Subsidiaries.

                  "Restricted Period" has the meaning set forth in Section 2.07.

                  "Restricted Senior Subordinated Note" has the same meaning as
"Restricted Security" set forth in Rule 144(a)(3) promulgated under the
Securities Act; provided that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any Senior
Subordinated Note is a Restricted Senior Subordinated Note.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "Revenue Participation Agreement" means the revenue
participation agreement dated August 19, 1997 by and between Apil Partners
Partnership, an Illinois general partnership and Parent.

                  "RHD" means R.H. Donnelley Inc., a Delaware corporation.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.



                                      -31-

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 144A Senior Subordinated Notes" has the meaning set
forth in Section 2.02.

                  "SEC" means the U.S. Securities and Exchange Commission.

                  "Securities Account Control Agreement" means the securities
account control agreement dated the Issue Date among Finance Corp., the
Securities Intermediary and the Trustee relating to the Escrow Agreement.

                  "Securities Act" means the U.S. Securities Act of 1933.

                  "Securitization Entity" means a Wholly Owned Restricted
Subsidiary (or a Wholly Owned Subsidiary of another Person in which the Company
or any Subsidiary of the Company makes an Investment and to which the Company or
any Subsidiary of the Company transfers Receivables and Related Assets) that
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity and:

                  (a)      no portion of the Debt or any other obligations
         (contingent or otherwise) of which:

                           (1)      is guaranteed by the Company or any
                  Restricted Subsidiary (excluding guarantees (other than the
                  principal of, and interest on, Debt) pursuant to Standard
                  Securitization Undertakings);

                           (2)      is recourse to or obligates the Company or
                  any Restricted Subsidiary (other than such Securitization
                  Entity) in any way other than pursuant to Standard
                  Securitization Undertakings; or

                           (3)      subjects any Property or asset of the
                  Company or any Restricted Subsidiary (other than such
                  Securitization Entity), directly or indirectly, contingently
                  or otherwise, to the satisfaction thereof, other than pursuant
                  to Standard Securitization Undertakings;

                  (b)      with which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any material
         contract, agreement, arrangement or understanding other than on terms
         no less favorable to the Company or such Restricted Subsidiary than
         those that might be obtained at the time from Persons that are not
         Affiliates of the Company, other than fees payable in the ordinary
         course of business in connection with servicing accounts receivable of
         such entity; and



                                      -32-

                  (c)      to which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any obligation
         to maintain or preserve such entity's financial condition or cause such
         entity to achieve certain levels of operating results.

                  Any designation of a Subsidiary as a Securitization Entity
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to the
designation and an Officers' Certificate certifying that the designation
complied with the preceding conditions and was permitted by this Indenture.

                  "Securities Intermediary" has the meaning assigned to such
term in the Escrow Agreement.

                  "Security Documents" means the Escrow Agreement and the
Securities Account Control Agreement.

                  "Senior Debt" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Debt of the Company or a Subsidiary Guarantor, as the case may be,
whether outstanding on the Issue Date or thereafter created, Incurred or assumed
and any amendments, renewals, modifications, extensions, refinancings and
refundings of such Debt, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall not be senior in right of
payment to the Senior Subordinated Debt. Without limiting the generality of the
foregoing, "Senior Debt" shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on and all other amounts owing in respect of:

                  (1)      all monetary obligations (including guarantees
         thereof) of every nature of the Company, Parent or a Subsidiary
         Guarantor under the Credit Facility, including, without limitation,
         obligations (including guarantees) to pay principal, premium (if any),
         any interest, reimbursement obligations under letters of credit, fees,
         expenses and indemnities;

                  (2)      all obligations under Interest Rate Agreements
         (including guarantees thereof);

                  (3)      all obligations under Currency Exchange Protection
         Agreements (including guarantees thereof);



                                      -33-

                  (4)      all obligations under Commodity Price Protection
         Agreements (including guarantees thereof) in each case whether
         outstanding on the Issue Date or thereafter Incurred; and

                  (5)      the Senior Notes (or any guarantees thereof).

Notwithstanding the foregoing, "Senior Debt" shall not include:

                  (1)      any Debt of the Company to a Subsidiary of the
         Company or any Debt of a Subsidiary Guarantor to the Company or another
         Subsidiary of the Company;

                  (2)      any Debt to, or guaranteed on behalf of, any
         director, officer or employee, in such capacities of the Company or any
         Subsidiary of the Company (including, without limitation, amounts owed
         for compensation);

                  (3)      Debt to trade creditors and other amounts Incurred
         (but not under the Credit Facility) in connection with obtaining goods,
         materials or services including, without limitation, accounts payable;

                  (4)      obligations in respect of any Capital Stock,
         including Disqualified Stock;

                  (5)      any liability for federal, state, local or other
         taxes owed or owing by the Company or any Subsidiary Guarantor;

                  (6)      that portion of any Debt Incurred in violation of
         this Indenture;

                  (7)      Debt that, when Incurred and without respect to any
         election under Section 1111(b) of Title 11, United States Code, is
         without recourse to the issuer of such Debt; and

                  (8)      any Debt that is, by its express terms, subordinated
         in right of payment to any other Debt of the Company or a Subsidiary
         Guarantor.

                  "Senior Notes" means the $325 million in aggregate principal
amount of 8-7/8% senior notes due 2010 that are being offered by Finance Corp.
pursuant to the Offering Memorandum.

                  "Senior Notes Escrow Arrangements" means the escrow
arrangements described in Section 3.07.

                  "Senior Subordinated Debt" means (i) with respect to the
Company, the Senior Subordinated Notes, the Existing Senior Subordinated Notes
and any other Debt of the Com-



                                      -34-

pany that specifically provides that such Debt is to have the same rank as the
Senior Subordinated Notes in right of payment and is not subordinated by its
terms in right of payment to any Debt or other obligation of the Company which
is not Senior Debt and (ii) with respect to any Subsidiary Guarantor, the
Subsidiary Guarantees and any other Debt of such Subsidiary Guarantors that
specifically provides that such Debt is to have the same rank as Guarantees of
the Senior Subordinated Notes in right of payment and is not subordinated by its
terms in right or payment to any Debt or other obligation of such Subsidiary
Guarantor which is not Senior Debt.

                  "Senior Subordinated Notes" means the 10-7/8% Senior
Subordinated Notes due 2012 issued by the Company, including, without
limitation, the Exchange Securities, treated as a single class of securities, as
amended from time to time in accordance with the terms hereof, that are issued
pursuant to this Indenture.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Special Mandatory Redemption" has the meaning set forth in
Section 3.07.

                  "Special Mandatory Redemption Date" has the meaning set forth
in Section 3.07.

                  "Special Mandatory Redemption Price" means (a)(i) $454,500,000
(which amount is equal to 101% of $450,000,000 of Senior Subordinated Notes plus
(ii) $150,000,000 (which amount is equal to 100% of $150,000,000 of Senior
Subordinated Notes plus (b) the accrued and unpaid interest on the Senior
Subordinated Notes from and including the Issue Date to but excluding the
Special Mandatory Redemption Date.

                  "Special Pro Rata Redemption" has the meaning set forth in
Section 3.11.

                  "Special Pro Rata Redemption Date" has the meaning set forth
in Section 3.11.

                  "Special Pro Rata Redemption Price" has the meaning set forth
in Section 3.11.

                  "Special Pro Rata Redemption Trigger" has the meaning set
forth in Section 3.11.

                  "S&P" has the meaning set forth in the definition of
"Temporary Cash Investments."

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are



                                      -35-

reasonably customary in an accounts receivable securitization transaction,
including, without limitation, servicing of the obligations thereunder.

                  "Stated Maturity" means (a) with respect to any debt security,
the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the Company unless such
contingency has occurred) and (b) with respect to any scheduled installment of
principal of or interest on any debt security, the date specified in such debt
security as the fixed date on which such installment is due and payable.

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Senior
Subordinated Notes or such Subsidiary Guarantee pursuant to a written agreement
to that effect (for the avoidance of doubt, the Existing Notes (as in effect on
the Issue Date) shall not be deemed to be Subordinated Obligations).

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                           (a) such Person,

                           (b) such Person and one or more Subsidiaries of such
                  Person, or

                           (c) one or more Subsidiaries of such Person.

                  "Subsidiary Guarantee" means a Guarantee on the terms set
forth in Article Ten of this Indenture by a Subsidiary Guarantor of the
Company's obligations with respect to the Senior Subordinated Notes.

                  "Subsidiary Guarantor" means all of the Subsidiaries of RHD
and all of the Subsidiaries of Parent as of the date of the Release (after
giving effect to the consummation of the Acquisition) and each Restricted
Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.19,
in each case until such time as such Subsidiary Guarantor shall be released in
accordance with Section 10.03.

                  "Surviving Person" has the meaning set forth in Section 5.01.



                                      -36-

                  "Temporary Cash Investments" means:

                           (1)      any Government Obligation, maturing not more
                  than one year after the date of acquisition, issued by the
                  United States or an instrumentality or agency thereof, and
                  constituting a general obligation of the United States;

                           (2)      any certificate of deposit, maturing not
                  more than one year after the date of acquisition, issued by,
                  or time deposit of, a commercial banking institution that is a
                  member of the U.S. Federal Reserve System and that has
                  combined capital and surplus and undivided profits of not less
                  than $500 million, whose debt has a rating, at the time as of
                  which any investment therein is made, of "P-1" (or higher)
                  according to Moody's Investors Service, Inc. ("Moody's") or
                  any successor rating agency or "A-1" (or higher) according to
                  Standard & Poor's Ratings Services, a division of The
                  McGraw-Hill Companies, Inc. ("S&P"), or any successor rating
                  agency (or, in the case of foreign Subsidiaries of the
                  Company, any local office of any commercial bank organized
                  under the laws of the relevant jurisdiction or any political
                  subdivision thereof which has a combined capital surplus and
                  undivided profits in excess of $500 million (or the foreign
                  currency equivalent thereof);

                           (3)      commercial paper, maturing not more than one
                  year after the date of acquisition, issued by a corporation
                  (other than an Affiliate or Subsidiary of the Company)
                  organized and existing under the laws of the United States,
                  any state thereof or the District of Columbia with a rating,
                  at the time as of which any investment therein is made, of
                  "P-1" (or higher) according to Moody's or "A-1" (or higher)
                  according to S&P;

                           (4)      any money market deposit accounts issued or
                  offered by a commercial bank organized in the United States
                  having capital and surplus and undivided profits in excess of
                  $500 million; provided that the short-term debt of such
                  commercial bank has a rating, at the time of Investment, of
                  "P-1" (or higher) according to Moody's or "A-1" (or higher)
                  according to S&P;

                           (5)      repurchase obligations and reverse
                  repurchase obligations with a term of not more than 30 days
                  for underlying securities of the types described in clause (1)
                  or (2) entered into with a bank meeting the qualifications
                  described in clause (2) above;

                           (6)      investments in securities with maturities of
                  one year or less from the date of acquisition issued or fully
                  guaranteed by any state, commonwealth or territory of the
                  United States, or by any political subdivision or taxing
                  authority thereof, and rated at least "A-1" by S&P or "P-1" by
                  Moody's;



                                      -37-

                           (7)      interests in funds investing substantially
                  all their assets in securities of the types described in
                  clauses (1) through (6); and

                           (8)      interests in mutual funds with a rating of
                  AAA-- or higher that invest all of their assets in short-term
                  securities, instruments and obligations which carry a minimum
                  rating of "A-2" or "P-2" and which are managed by a bank
                  meeting the qualifications in clause (2) above.

                  "Tender Offer" means the tender offer, and related exit
consent solicitation, to repurchase the Existing Notes with certain of the
proceeds of the Senior Subordinated Notes described in the Offering Memorandum.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03).

                  "Transactions" means the Merger, the Release, the consummation
of the Acquisition, the closing of the Credit Facility on the date of the
Release (and the concurrent release of any funds held in escrow under the Credit
Facility), the release of the escrow funds RHD pursuant to the Senior Notes
Escrow Arrangements and the consummation of the private equity investment in
Parent.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor.

                  "Unrestricted Subsidiary" means:

                  (a)      any Subsidiary of the Company that at the time of
         determination will be designated as an Unrestricted Subsidiary as
         permitted or required pursuant to Section 4.15 and is not thereafter
         redesignated as a Restricted Subsidiary as permitted pursuant thereto;
         and

                  (b)      any Subsidiary of an Unrestricted Subsidiary.

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares and shares required by applicable law to be held by a person
other than the Company or a Restricted Subsidiary) is



                                      -38-

at such time owned, directly or indirectly, by the Company and its other Wholly
Owned Subsidiaries.

SECTION 1.02.              Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "indenture securities" means the Senior Subordinated Notes.

                  "indenture securityholder" means a holder or noteholder.

                  "indenture to be qualified" means this Indenture.

                  "obligor on this indenture securities" means the Company, the
         Guarantors or any other obligor on the Senior Subordinated Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by Commission
rule have the meanings therein assigned to them.

SECTION 1.03.              Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

                  (3)      words in the singular include the plural, and in the
         plural include the singular;

                  (4)      words used herein implying any gender shall apply to
         both genders;

                  (5)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subsection;

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial



                                      -39-

         statements required to be delivered hereunder shall be prepared in
         accordance with GAAP as in effect on the Issue Date;

                  (7)      "$," "U.S. Dollars" and "United States Dollars" each
         refer to United States dollars, or such other money of the United
         States that at the time of payment is legal tender for payment of
         public and private debts; and

                  (8)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Note, such mention shall be deemed to include mention of
         the payment of Additional Interest to the extent that, in such context,
         Additional Interest, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.              Amount of Notes.

                  The Trustee shall initially authenticate Senior Subordinated
Notes for original issue on the Issue Date in an aggregate principal amount of
$600 million upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate additional Senior Subordinated Notes ("Additional Senior
Subordinated Notes") thereafter in unlimited aggregate principal amount (so long
as permitted by the terms of this Indenture, including, without limitation,
Section 4.09) for original issue upon a written order of the Company in the form
of an Officers' Certificate in aggregate principal amount as specified in such
order (other than as provided in Section 2.08). Each such written order shall
specify the amount of Senior Subordinated Notes to be authenticated and the date
on which the Senior Subordinated Notes are to be authenticated.

SECTION 2.02.              Form and Dating.

                  The Senior Subordinated Notes and the Trustee's certificate of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is incorporated in and forms a part of this Indenture. The
Senior Subordinated Notes may have notations, legends or endorsements required
by law, rule or usage to which the Company is subject. Without limiting the
generality of the foregoing, Senior Subordinated Notes offered and sold to
Qualified Institutional Buyers in reliance on Rule 144A ("Rule 144A Senior
Subordinated Notes") shall bear the legend and include the form of assignment
set forth in Exhibit B, Senior Subordinated Notes offered and sold in offshore
transactions in reliance on Regulation



                                      -40-

S ("Regulation S Notes") shall bear the legend and include the form of
assignment set forth in Exhibit C. Each Senior Subordinated Note shall be dated
the date of its authentication.

                  The terms and provisions contained in the Senior Subordinated
Notes shall constitute, and are expressly made, a part of this Indenture and, to
the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and
agree to be bound thereby.

                  The Senior Subordinated Notes may be presented for
registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03.              Execution and Authentication.

                  The Senior Subordinated Notes shall be executed on behalf of
the Company by its Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President or any Vice President. The signature of any of
these officers on the Senior Subordinated Notes may be manual or facsimile.

                  If an Officer whose signature is on a Senior Subordinated Note
was an Officer at the time of such execution but no longer holds that office at
the time the Trustee authenticates the Senior Subordinated Note, the Senior
Subordinated Note shall be valid nevertheless.

                  No Senior Subordinated Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Senior Subordinated Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Senior Subordinated Note shall be
conclusive evidence, and the only evidence, that such Senior Subordinated Note
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Senior Subordinated Note shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Senior Subordinated Note to the Trustee for cancellation as
provided in Section 2.12, for all purposes of this Indenture such Senior
Subordinated Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

                  The Senior Subordinated Notes shall be issuable only in fully
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.

SECTION 2.04.              Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Senior
Subordinated Notes may be presented for registration of transfer or for exchange
(the "Registrar"), and an office or agency where Senior Subordinated Notes may
be presented for payment (the "Paying



                                      -41-

Agent") and an office or agency where notices and demands to or upon the
Company, if any, in respect of the Senior Subordinated Notes and this Indenture
may be served. The Registrar shall keep a register of the Senior Subordinated
Notes and of their transfer and exchange. The Company may have one or more
additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent.

                  The Company shall enter into an appropriate agency agreement,
which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Agent for service of notices and demands in connection with the
Senior Subordinated Notes and this Indenture and the Company may change the
Paying Agent without prior notice to the Holders and the Company or any of its
Subsidiaries may act as Paying Agent. The Company or any of its Subsidiaries may
act as Paying Agent.

SECTION 2.05.              Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Senior Subordinated Notes (whether
such money has been paid to it by the Company or any other obligor on the Senior
Subordinated Notes or the Guarantors), and the Company and the Paying Agent
shall notify the Trustee of any default by the Company (or any other obligor on
the Senior Subordinated Notes) in making any such payment. Money held in trust
by the Paying Agent need not be segregated except as required by law and in no
event shall the Paying Agent be liable for any interest on any money received by
it hereunder, provided that if the Company or an Affiliate thereof acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require the Paying
Agent to pay all money held by it to the Trustee and account for any funds
disbursed and the Trustee may at any time during the continuance of any Event of
Default specified in Section 6.01(1) or (2), upon written request to the Paying
Agent, require such Paying Agent to pay forthwith all money so held by it to the
Trustee and to account for any funds disbursed. Upon making such payment, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.



                                      -42-

SECTION 2.06.              Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07.              Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Senior Subordinated
Notes are presented to the Registrar with a request from the Holder of such
Senior Subordinated Notes to register a transfer or to exchange them for an
equal principal amount of Senior Subordinated Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Senior Subordinated Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Senior Subordinated Notes (and the
Subsidiary Guarantors shall execute the guarantee thereon) evidencing such
transfer or exchange at the Registrar's request. No service charge shall be made
to the Holder for any registration of transfer or exchange. The Company may
require from the Holder payment of a sum sufficient to cover any transfer taxes
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible
for the payment of such taxes). The Registrar shall not be required to exchange
or register a transfer of any Senior Subordinated Note for a period of 15 days
immediately preceding the redemption of Senior Subordinated Notes, except the
unredeemed portion of any Senior Subordinated Note being redeemed in part.

                  Any Holder of the Global Note shall, by acceptance of such
Global Note, agree that transfers of the beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Global Note shall be required to be reflected in a book entry.

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.



                                      -43-

SECTION 2.08.              Replacement Senior Subordinated Notes.

                  If a mutilated Senior Subordinated Note is surrendered to the
Registrar or the Trustee, or if the Holder of a Senior Subordinated Note claims
that the Senior Subordinated Note has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement Senior
Subordinated Note (and the Guarantors shall execute the guarantee thereon) if
the Holder of such Senior Subordinated Note furnishes to the Company and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Senior Subordinated Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. If required by the Trustee or the
Company, an indemnity bond shall be posted, sufficient in the judgment of all to
protect the Company, the Subsidiary Guarantors, the Trustee or any Paying Agent
from any loss that any of them may suffer if such Senior Subordinated Note is
replaced. The Company may charge such Holder for the Company's reasonable
out-of-pocket expenses in replacing such Senior Subordinated Note and the
Trustee may charge the Company for the Trustee's expenses (including, without
limitation, attorneys' fees and disbursements) in replacing such Senior
Subordinated Note. Every replacement Senior Subordinated Note shall constitute a
contractual obligation of the Company.

SECTION 2.09.              Outstanding Senior Subordinated Notes.

                  The Senior Subordinated Notes outstanding at any time are all
Senior Subordinated Notes that have been authenticated by the Trustee except for
(a) those canceled by it, (b) those delivered to it for cancellation, (c) to the
extent set forth in Sections 9.01 and 9.02, on or after the date on which the
conditions set forth in Section 9.01 or 9.02 have been satisfied, those Senior
Subordinated Notes theretofore authenticated and delivered by the Trustee
hereunder and (d) those described in this Section 2.09 as not outstanding.
Subject to Section 2.10, a Senior Subordinated Note does not cease to be
outstanding because the Company or one of its Affiliates holds the Senior
Subordinated Note.

                  If a Senior Subordinated Note is replaced pursuant to Section
2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Senior Subordinated Note is held by a bona fide
purchaser in whose hands such Senior Subordinated Note is a legal, valid and
binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Senior Subordinated Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Senior Subordinated Notes
cease to be outstanding and interest on them ceases to accrue.



                                      -44-

SECTION 2.10.              Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Senior Subordinated Notes have concurred in any declaration of
acceleration or notice of default or direction, waiver or consent or any
amendment, modification or other change to this Indenture, Senior Subordinated
Notes owned by the Company or any other Affiliate of the Company shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Senior Subordinated Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Senior Subordinated Notes are so owned shall be so disregarded. Senior
Subordinated Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Senior Subordinated Notes and that
the pledgee is not an Issuer, a Guarantor, any other obligor on the Senior
Subordinated Notes or any of their respective Affiliates.

SECTION 2.11.              Temporary Senior Subordinated Notes.

                  Until definitive Senior Subordinated Notes are prepared and
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Senior Subordinated Notes. Temporary Senior Subordinated Notes shall
be substantially in the form of definitive Senior Subordinated Notes but may
have variations that the Company considers appropriate for temporary Senior
Subordinated Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Senior Subordinated Notes in exchange
for temporary Senior Subordinated Notes. Until such exchange, temporary Senior
Subordinated Notes shall be entitled to the same rights, benefits and privileges
as definitive Senior Subordinated Notes.

SECTION 2.12.              Cancellation.

                  The Company at any time may deliver Senior Subordinated Notes
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Senior Subordinated Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Senior Subordinated Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall deliver such canceled Senior
Subordinated Notes to the Company. The Company may not reissue or resell, or
issue new Senior Subordinated Notes to replace, Senior Subordinated Notes that
the Company has redeemed or paid, or that have been delivered to the Trustee for
cancellation.



                                      -45-

SECTION 2.13.              Defaulted Interest.

                  If the Company defaults on a payment of interest on the Senior
Subordinated Notes, it shall pay the defaulted interest, plus (to the extent
permitted by law) any interest payable on the defaulted interest, in accordance
with the terms hereof, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Company shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Company shall mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Company may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Senior Subordinated Notes may be listed and, upon such notice as may be required
by such exchange, if, after written notice given by the Company to the Trustee
of the proposed payment pursuant to this sentence, such manner of payment shall
be deemed practicable by the Trustee.

SECTION 2.14.              CUSIP Number.

                  The Company in issuing the Senior Subordinated Notes may use a
"CUSIP" number, and if so, such CUSIP number shall be included in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Senior Subordinated
Notes, and that reliance may be placed only on the other identification numbers
printed on the Senior Subordinated Notes. The Company shall promptly notify the
Trustee of any such CUSIP number used by the Company in connection with the
issuance of the Senior Subordinated Notes and of any change in the CUSIP number.

SECTION 2.15.              Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the Paying
Agent.



                                      -46-

SECTION 2.16.              Book-Entry Provisions for Global Notes.

                  (a)      Rule 144A Senior Subordinated Notes shall be
represented by one or more Notes in registered, global form without interest
coupons (collectively, the "Restricted Global Notes"). Regulation S Notes
initially shall be represented by one or more Notes in registered, global form
without interest coupons (collectively, the "Regulation S Global Note," and,
together with the Restricted Global Note and any other global notes representing
Notes, the "Global Notes"). The Global Notes shall bear legends as set forth in
Exhibit D. The Global Notes initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, in each case for credit to an
account of an Agent Member (or, in the case of the Regulation S Global Notes, of
Euroclear System ("Euroclear") and Clearstream Banking Luxembourg
("Clearstream")), (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear legends as set forth in Exhibit B with respect to
Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes.

                  Members of, or direct or indirect participants in, the
Depository ("Agent Members") shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Notes, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization (which may be in electronic
form) furnished by the Depository or impair, as between the Depository and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder of any Senior Subordinated Note.

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a
Global Note shall be exchangeable for Physical Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as depository
for such Global Note or (y) has ceased to be a clearing agency registered under
the Exchange Act and with respect to (x) or (y) the Company thereupon fails to
appoint a successor depository within 90 days of such notice or cessation, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of such Physical Notes in exchange for any or all of Senior
Subordinated Notes represented by the Global Notes or (iii) there shall have
occurred and be continuing an Event of Default with respect to the Senior
Subordinated Notes. In all cases, Physical Notes delivered in exchange for any
Global Note or beneficial interests therein shall be registered in the names,
and issued in any approved denominations, requested by or on behalf of the
Depository (in accordance with its customary procedures).



                                      -47-

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Note in an amount equal to the principal
amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall upon receipt of a written order
from the Company authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount.

                  (d)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in writing in exchange for its
beneficial interest in the Global Notes, an equal aggregate principal amount of
Physical Notes of authorized denominations.

                  (e)      Any Physical Note constituting a Restricted Senior
Subordinated Note delivered in exchange for an interest in a Global Note
pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by
paragraphs (a) and (c) of Section 2.17, bear the Private Placement Legend or, in
the case of the Regulation S Global Note, the legend set forth in Exhibit C, in
each case, unless the Company determine otherwise in compliance with applicable
law.

                  (f)      Any beneficial interest in one of the Global Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (g)      The Holder of any Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Senior Subordinated Notes.

SECTION 2.17.              Special Transfer Provisions.

                  (a)      Transfers to QIBs. The following provisions shall
apply with respect to the registration or any proposed registration of transfer
of a Senior Subordinated Note constituting a Restricted Senior Subordinated Note
to a QIB (excluding transfers to Non-U.S. Persons):



                                      -48-

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Senior Subordinated Note stating, or to a
         transferee who has advised the Company and the Registrar in writing,
         that it is purchasing the Senior Subordinated Note for its own account
         or an account with respect to which it exercises sole investment
         discretion and that it and any such account is a QIB within the meaning
         of Rule 144A, and is aware that the sale to it is being made in
         reliance on Rule 144A and acknowledges that it has received such
         information regarding the Company as it has requested pursuant to Rule
         144A or has determined not to request such information and that it is
         aware that the transferor is relying upon its foregoing representations
         in order to claim the exemption from registration provided by Rule
         144A; and

                  (ii)     if the proposed transferee is an Agent Member, and
         the Senior Subordinated Notes to be transferred consist of Physical
         Notes which after transfer are to be evidenced by an interest in the
         Global Note, upon receipt by the Registrar of instructions given in
         accordance with the Depository's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Global Note in an amount equal
         to the principal amount of the Physical Notes to be transferred, and
         the Trustee shall cancel the Physical Notes so transferred.

                  (b)      Transfers to Non-QIB Institutional Accredited
Investors and Non-U.S. Persons. The following provisions shall apply with
respect to the registration of any proposed transfer of a Senior Subordinated
Note constituting a Restricted Senior Subordinated Note to any Institutional
Accredited Investor which is not a QIB or to any Non-U.S. Person:

                  (i)      the Registrar shall register the transfer of any
         Senior Subordinated Note constituting a Restricted Senior Subordinated
         Note whether or not such Senior Subordinated Note bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the Issue Date (provided, however, that neither the
         Company nor any Affiliate of the Company has held any beneficial
         interest in such Senior Subordinated Note, or portion thereof, at any
         time on or prior to the second anniversary of the Issue Date) or (y)(1)
         in the case of a transfer to an Institutional Accredited Investor which
         is not a QIB (excluding Non-U.S. Persons), the proposed transferee has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit G hereto and any legal opinions and certifications required
         thereby or (2) in the case of a transfer to a Non-U.S. Person, the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto; and

                  (ii)     if the proposed transferor is a Participant holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
         written instructions given in accordance with the Deposi-



                                      -49-

         tary's and the Registrar's procedures; whereupon (a) the Registrar
         shall reflect on its books and records the date and (if the transfer
         does not involve a transfer of outstanding Physical Notes) a decrease
         in the principal amount of such Global Note in an amount equal to the
         principal amount of the beneficial interest in the Global Note to be
         transferred and (b) the Company shall execute and the Trustee shall
         authenticate and deliver, one or more Physical Notes of like tenor and
         amount; and

                           (iii)    in the case of a transfer to a Non-U.S.
Person, if the proposed transferee is a Participant, and the Senior Subordinated
Notes to be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in a Regulation S Global Note, upon receipt by the
Registrar of written instructions given in accordance with the Depositary's and
the Registrar's procedures, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of such Regulation S Global
Note in an amount equal to the principal amount of Physical Notes to be
transferred, and the Trustee shall cancel the Physical Notes so transferred.

                  (c)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Senior Subordinated Notes not bearing the
Private Placement Legend, the Registrar shall deliver Senior Subordinated Notes
that do not bear the Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Senior Subordinated Notes bearing the
Private Placement Legend, the Registrar shall deliver only Senior Subordinated
Notes that bear the Private Placement Legend unless (i) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (ii) such Senior Subordinated Note has been sold pursuant
to an effective registration statement under the Securities Act and the
Registrar has received an Officers' Certificate from the Company to such effect
or (iii) the requested transfer is after the second anniversary of the Issue
Date (provided, however, that neither the Company nor an Affiliate of the
Company has held any beneficial interest in such Senior Subordinated Note or
portion thereof at any time since the Issue Date).

                  (d)      General. By its acceptance of any Senior Subordinated
Note bearing the Private Placement Legend, each Holder of such Senior
Subordinated Note acknowledges the restrictions on transfer of such Senior
Subordinated Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Senior Subordinated Note only as
provided in this Indenture.

                  (e)      Certain Transfers in Connection with and After the
Exchange Offer under the Registration Rights Agreement. Notwithstanding any
other provision of this Indenture:



                                      -50-

                  (i)      no Exchange Securities may be exchanged by the Holder
         thereof for a Senior Subordinated Note issued on the Issue Date;

                  (ii)     accrued and unpaid interest on the Senior
         Subordinated Notes issued on the Issue Date being exchanged in the
         Exchange Offer shall be due and payable on the next Interest Payment
         Date for the Exchange Securities following the Exchange Offer and shall
         be paid to the Holder on the relevant record date of the Exchange
         Securities issued in respect of the Senior Subordinated Note issued on
         the Issue Date being exchanged; and

                  (iii)    interest on the Senior Subordinated Note issued on
         the Issue Date being exchanged in the Exchange Offer shall cease to
         accrue on the date of completion of the Exchange Offer and interest on
         the Exchange Securities to be issued in the Exchange Offer shall accrue
         from the date of the completion of the Exchange Offer.

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18.              Computation of Interest.

                  Interest on the Senior Subordinated Notes shall be computed on
the basis of a 360-day year of twelve 30-day months and actual days elapsed.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.              Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Senior Subordinated Notes
pursuant to paragraph 5 of the Senior Subordinated Notes, at least 30 days prior
to the Redemption Date (unless a shorter notice shall be agreed to in writing by
the Trustee) but not more than 60 days before the Redemption Date, the Company
shall notify the Trustee in writing of the Redemption Date, the principal amount
of Senior Subordinated Notes to be redeemed and the redemption price, and
deliver to the Trustee, no later than two Business Days prior to the Redemption
Date, an Officers' Certificate stating that such redemption will comply with the
conditions contained in paragraph 5 of the Senior Subordinated Notes. Notice
given to the Trustee pur-



                                      -51-

suant to this Section 3.01 may not be revoked after the time that notice is
given to Holders pursuant to Section 3.03.

SECTION 3.02.              Selection by Trustee of Senior Subordinated Notes To
                           Be Redeemed.

                  The Trustee shall select the Senior Subordinated Notes to be
redeemed, if the Senior Subordinated Notes are then listed on a national
securities exchange, in accordance with the rules of such exchange or, if the
Senior Subordinated Notes are not so listed, either on a pro rata basis or by
lot, or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate; provided that, in the case of a redemption pursuant to
paragraphs 5 and 7 of the Senior Subordinated Notes, the Trustee shall select
the Senior Subordinated Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to procedures of the Depository). The
Trustee shall promptly notify the Company of the Senior Subordinated Notes
selected for redemption and, in the case of any Senior Subordinated Notes
selected for partial redemption, the principal amount thereof to be redeemed.
The Trustee may select for redemption portions of the principal of the Senior
Subordinated Notes that have denominations larger than $1,000. For redemptions
pursuant to paragraphs 5 and 7 of the Senior Subordinated Notes, Senior
Subordinated Notes and portions thereof the Trustee selects shall be redeemed in
amounts of $1,000 or whole multiples of $1,000. For all purposes of this
Indenture unless the context otherwise requires, provisions of this Indenture
that apply to Senior Subordinated Notes called for redemption also apply to
portions of Senior Subordinated Notes called for redemption. In the event the
Company is requested to make a Change of Control Offer or Offer to Purchase and
the amounts available for any such offer is not evenly divisible by $1,000, the
Trustee shall promptly refund to the Company any remaining funds, which in no
event shall exceed $1,000.

SECTION 3.03.              Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Senior Subordinated Notes to be
redeemed at his or her last address as the same appears on the registry books
maintained by the Registrar pursuant to Section 2.04.

                  The notice shall identify the Senior Subordinated Notes to be
redeemed (including the CUSIP numbers thereof) and shall state:

                  (1)      the Redemption Date;

                  (2)      the appropriate calculation of the redemption price;



                                      -52-

                  (3)      if fewer than all outstanding Senior Subordinated
         Notes are to be redeemed in part, the portion of the principal amount
         of such Senior Subordinated Note to be redeemed and that, after the
         Redemption Date and upon surrender of such Senior Subordinated Note, a
         new Senior Subordinated Note or Senior Subordinated Notes in principal
         amount equal to the unredeemed portion will be issued;

                  (4)      the name and address of the Paying Agent;

                  (5)      that Senior Subordinated Notes called for redemption
         must be surrendered to the Paying Agent to collect the redemption
         price;

                  (6) that unless the Company defaults in making the redemption
         payment, interest on Senior Subordinated Notes called for redemption
         ceases to accrue on and after the Redemption Date;

                  (7)      whether subsection (a) or (b) of the Senior
         Subordinated Notes is the provision of the Senior Subordinated Notes
         pursuant to which the redemption is occurring; and

                  (8)      the aggregate principal amount of Senior Subordinated
         Notes that are being redeemed.

                  At the Company's written request made at least five Business
Days prior to the date on which notice is to be given, the Trustee shall give
the notice of redemption in the Company's name and at the Company's sole
expense.

SECTION 3.04.              Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Senior Subordinated Notes called for redemption become due and payable
on the Redemption Date and at the redemption price, including any premium, plus
interest accrued to the Redemption Date. Upon surrender to the Paying Agent,
such Senior Subordinated Notes shall be paid at the redemption price, including
any premium, plus interest accrued to the Redemption Date; provided that if the
Redemption Date is after a regular record date and on or prior to the Interest
Payment Date, the accrued interest shall be payable to the Holder of the
redeemed Senior Subordinated Notes registered on the relevant record date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall
be made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day. Such notice,
if mailed in the manner provided in Section 3.03 shall be conclusively presumed
to have been given whether or not the Holder receives such notice.



                                      -53-

SECTION 3.05.              Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Senior Subordinated Notes to be
redeemed on that date other than Senior Subordinated Notes or portions thereof
called for redemption on that date which have been delivered by the Company to
the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of, including premium, if any, and accrued interest on
Senior Subordinated Notes called for redemption shall have been made available
in accordance with the immediately preceding paragraph, the Senior Subordinated
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Senior Subordinated Notes will be to receive payment of the
redemption price of and, subject to the first proviso in Section 3.04, accrued
and unpaid interest on such Senior Subordinated Notes to the Redemption Date. If
any Senior Subordinated Note surrendered for redemption shall not be so paid,
interest will be paid, from the Redemption Date until such redemption payment is
made, on the unpaid principal of the Senior Subordinated Note and any interest
not paid on such unpaid principal, in each case at the rate and in the manner
provided in the Senior Subordinated Notes.

SECTION 3.06.              Senior Subordinated Notes Redeemed in Part.

                  Upon surrender of a Senior Subordinated Note that is redeemed
in part, the Company shall execute and the Trustee shall authenticate for the
Holder thereof a new Senior Subordinated Note equal in principal amount to the
unredeemed portion of the original Senior Subordinated Note in the name of the
Holder upon cancellation of the original Senior Subordinated Note surrendered
except that if a Global Note is so surrendered, the Company shall execute and
the Trustee shall authenticate and deliver to the Depository, a new Global Note
in denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Note so surrendered.

SECTION 3.07.              Special Mandatory Redemption; Notices to Trustee and
                           Securities Intermediary.

                  If the Merger and Release have not occurred on or before 5:00
p.m., New York City time, on the Deadline, the Company will, on a Business Day
not more than ten Business Days following the Deadline (the "Special Mandatory
Redemption Date"), notify the Trustee thereof and deliver to the Trustee an
Officers' Certificate stating that such redemption will comply with the
conditions contained in paragraph 6 of the Senior Subordinated Notes (the
"Special Mandatory Redemption") and setting forth the Special Mandatory
Redemption Price applicable to such Special Mandatory Redemption (provided that
the Special Mandatory Re-



                                      -54-

demption Price shall be allocated among all Holders on a pro rata basis).
Simultaneously with the giving of such notice by the Company to the Trustee, the
Company shall notify the Securities Intermediary thereof pursuant to Section
3(a) of the Escrow Agreement.

SECTION 3.08.              Notice of Special Mandatory Redemption to Holders.

                  Notice of the Special Mandatory Redemption will be promptly
mailed by first class mail by the Company to each Holder of Senior Subordinated
Notes at his or her last address as the same appears on the registry books
maintained by the Registrar pursuant to Section 2.04.

                  The notice shall state that all the Senior Subordinated Notes
will be redeemed (including the CUSIP numbers thereof) and shall state:

                  (1)      the Special Mandatory Redemption Date;

                  (2)      the Special Mandatory Redemption Price;

                  (3)      the name and address of the Paying Agent;

                  (4)      that Senior Subordinated Notes must be surrendered to
         the Paying Agent to collect the redemption price;

                  (5)      that unless the Company defaults in making the
         redemption payment, interest on the Senior Subordinated Notes ceases to
         accrue on and after the Special Mandatory Redemption Date; and

                  (6)      that paragraph 6 of the Senior Subordinated Notes is
         the provision pursuant to which the Senior Subordinated Notes are being
         redeemed.

SECTION 3.09.              Effect of Notice of Special Mandatory Redemption.

                  Once the notice of redemption described in Section 3.08 is
mailed, the Senior Subordinated Notes will become due and payable on the Special
Mandatory Redemption Date at the Special Mandatory Redemption Price. Upon
surrender to the Paying Agent, the Senior Subordinated Notes shall be paid at
the Special Mandatory Redemption Price.

SECTION 3.10.              Deposit of Special Mandatory Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on the Special
Mandatory Redemption Date, the Company shall direct the Securities Intermediary,
pursuant to Section 3(a) of the Escrow Agreement, to deposit with the Paying
Agent the applicable Special Mandatory Redemption Price.



                                      -55-

                  On and after the Special Mandatory Redemption Date, if money
sufficient to pay the applicable Special Mandatory Redemption Price shall have
been made available in accordance with the immediately preceding paragraph, the
Senior Subordinated Notes will cease to accrue interest and the only right of
the Holders of the Senior Subordinated Notes will be to receive payment of the
Special Mandatory Redemption Price. If any Senior Subordinated Note surrendered
for redemption shall not be so paid, interest will be paid, from the Special
Mandatory Redemption Date until such redemption payment is made, on the unpaid
principal of the Senior Subordinated Note and any interest not paid on such
unpaid principal, in each case at the rate and in the manner provided in the
Senior Subordinated Notes.

SECTION 3.11.              Special Pro Rata Redemption; Notices to Trustee and
                           Securities Intermediary.

         If the Tender Offer shall not have been consummated (the "Special Pro
Rata Redemption Trigger"), then, on a Business Day designated by the Company
within ten Business Days of the Release (the "Special Pro Rata Redemption
Date"), $150.0 million of Senior Subordinated Notes shall be redeemed (the
"Special Pro Rata Redemption") at a redemption price equal to 100% of the
principal amount of such Senior Subordinated Notes, plus accrued and unpaid
interest thereon from and including the Issue Date to but excluding the Special
Pro Rata Redemption Date (the "Special Pro Rata Redemption Price"). The Special
Pro Rata Redemption shall occur on a pro rata basis among the Holders of the
Senior Subordinated Notes, as set forth in Section 3.02, provided that as to
each Holder, the Special Pro Rata Redemption shall be in an amount that is an
integral multiple of $1,000. Upon the Release, the Company shall notify,
pursuant to Section 3(g)(i) of the Escrow Agreement, each of the Trustee and the
Securities Intermediary of the Special Pro Rata Redemption setting forth in such
notice the Special Pro Rata Redemption Price applicable to the Special Pro Rata
Redemption.

SECTION 3.12.              Notice of Special Pro Rata Redemption to Holders.

         Within two Business Days of the Special Pro Rata Redemption Trigger,
notice of the Special Pro Rata Redemption will be promptly mailed by first class
mail by the Company to each Holder of Senior Subordinated Notes at his or her
last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04.

         The notice shall state:

                  (1)      the CUSIP numbers of the Senior Subordinated Notes to
         be redeemed pursuant to the Special Pro Rata Redemption (the "Special
         Pro Rata Notes");

                  (2)      the Special Pro Rata Redemption Date;

                  (3)      the Special Pro Rata Redemption Price;



                                      -56-

                  (4)      the name and address of the Paying Agent;

                  (5)      that Senior Subordinated Notes being redeemed must be
         surrendered to the Paying Agent to collect the redemption price;

                  (6)      that paragraph 7 of the Senior Subordinated Notes is
         the provision pursuant to which the Senior Subordinated Notes are being
         redeemed.

SECTION 3.13.              Effect of Notice of Special Pro Rata Redemption.

                  Once the notice of redemption described in Section 3.12 is
mailed, $150.0 million of Senior Subordinated Notes will become due and payable
on the Special Pro Rata Redemption Date at the Special Pro Rata Redemption
Price. Upon surrender to the Paying Agent, the Special Pro Rata Notes shall be
paid at the Special Pro Rata Redemption Price.

SECTION 3.14.              Other Mandatory Redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Senior Subordinated Notes, other than
a Special Mandatory Redemption and a Special Pro Rata Redemption.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.              Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes in accordance with the terms of the Senior Subordinated Notes and this
Indenture. An installment of principal or interest shall be considered paid on
the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Senior Subordinated
Notes.

SECTION 4.02.              Maintenance of Office or Agency.

                  (a)      The Company shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Senior Subordinated Notes may be presented or surrendered for payment,
where Senior Subordinated Notes may be sur-



                                      -57-

rendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or any Guarantor in respect of the Senior
Subordinated Notes, the Guarantees and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company and each Guarantor hereby appoint the Trustee as their agent to
receive all such presentations, surrenders, notices and demands.

                  (b)      The Company may also from time to time designate one
or more other offices or agencies where the Senior Subordinated Notes may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in the Borough of Manhattan, the City of New York for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

                  (c)      The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04.

SECTION 4.03.              Legal Existence.

                  Subject to Article Five, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the material rights (charter and statutory), and franchises of
the Company and the Restricted Subsidiaries; provided that the Company shall not
be required to preserve any such right, franchise, or the corporate, partnership
or other existence of the Company or any of its Restricted Subsidiaries if the
Company in good faith shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

SECTION 4.04.              Maintenance of Properties; Insurance; Compliance
                           with Law.

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, at all times cause all material properties used or
useful in the conduct of their respective businesses to be maintained and kept
in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all



                                      -58-

as in the judgment of the Company may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section 4.04(a) shall prevent the
Company or any of its Restricted Subsidiaries from discontinuing the operation
or maintenance of any of such properties if such discontinuance is, in the
reasonable judgment of the Company, desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and not adverse in any
material respect to the Holders.

                  (b)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, keep at all times all of their material properties
which are of an insurable nature insured against such loss or damage with
insurers believed by the Company to be responsible to the extent that Property
of a similar character is usually so insured by corporations similarly situated
and owning like Properties in accordance with good business practice. The
Company shall, and shall cause each of its Restricted Subsidiaries to, use the
proceeds from any such insurance policy to repair, replace or otherwise restore
the Property to which such proceeds relate.

                  (c)      The Company shall, and shall cause each of its
Restricted Subsidiaries to comply with all statutes, laws, ordinances or
government rules and regulations to which they are subject, non-compliance with
which would materially adversely affect the business, financial condition or
results of operations of the Company and its Restricted Subsidiaries taken as a
whole.

SECTION 4.05.              Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) each of the Company and the Guarantors
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.06.              Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company commencing with the
Company's fiscal year ending December 31, 2002 an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signers thereof the Company, any
Re-



                                      -59-

stricted Subsidiary or any Guarantor is in default in the performance and
observance of any of the terms, provisions and conditions of Section 5.01 or
Sections 4.01 to 4.19, inclusive, and if the Company shall be in default,
specifying all such defaults, the nature and status thereof of which they may
have knowledge and what action the Company and the Guarantors are taking or
propose to take with respect thereto. Such determination shall be made without
regard to notice requirements or periods of grace.

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event no later than 10 Business Days after the Company
becomes aware or should reasonably become aware of the occurrence of a Default
or an Event of Default or an event which, with notice or the lapse of time or
both, would constitute a Default or Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company is taking or proposes to take with respect to such Default or
Event of Default.

                  (c)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement by the Company's
independent public accountants stating whether, in connection with their audit
of Parent's financial statements, any event which would constitute an Event of
Default as defined herein insofar as they relate to accounting matters has come
to their attention and, if such an Event of Default has come to their attention,
specifying the nature and period of the existence thereof.

SECTION 4.07.              Payment of Taxes and Other Claims.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or Property of the Company or any of
its Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 4.08.              Repurchase at the Option of Holders upon Change of
                           Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder of Senior Subordinated Notes will have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Senior Subordinated Notes pursuant to the offer described below
(the "Change of Control Offer") at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid in-



                                      -60-

terest, if any, to the purchase date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest
payment date (the "Change of Control Purchase Price")); provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be
obligated to purchase the Senior Subordinated Notes pursuant to this Section
4.08 in the event that it has mailed the notice to exercise its right to redeem
all the Senior Subordinated Notes pursuant to paragraph 5 of the Senior
Subordinated Notes at any time prior to the requirement to consummate the Change
of Control and redeem the Senior Subordinated Notes in accordance with such
notice.

                  (b)      Within 30 days following any Change of Control, or,
at the Company's option, prior to the consummation of such Change of Control but
after it is publicly announced, the Company shall send, by first-class mail,
with a copy to the Trustee, to each Holder of Senior Subordinated Notes, at such
Holder's address appearing in the Senior Subordinated Note register, a notice
stating:

         (1)      that a Change of Control has occurred or will occur and a
                  Change of Control Offer is being made pursuant to this Section
                  4.08 and that all Senior Subordinated Notes timely tendered
                  and not withdrawn will be accepted for payment;

         (2)      the Change of Control Purchase Price and the purchase date
                  (the "Change of Control Payment Date"), which shall be,
                  subject to any contrary requirements of applicable law, a
                  Business Day and a point in time occurring after the
                  consummation of the Change of Control and not later than 60
                  days from the date such notice is mailed;

         (3)      the circumstances and relevant facts regarding such Change of
                  Control;

         (4)      if the notice is mailed prior to a Change of Control, that the
                  Change of Control offer is conditioned on the Change of
                  Control occurring; and

         (5)      the procedures that Holders of Senior Subordinated Notes must
                  follow in order to tender their Senior Subordinated Notes (or
                  portions thereof) for payment, and the procedures that Holders
                  of Senior Subordinated Notes must follow in order to withdraw
                  an election to tender Senior Subordinated Notes (or portions
                  thereof) for payment.

         Holders electing to have a Senior Subordinated Note purchased shall be
required to surrender the Senior Subordinated Note, with an appropriate form
duly completed, to the Company or its agent at the address specified in the
notice at least three Business Days prior to the Change of Control Payment Date.
Holders shall be entitled to withdraw their election if the Trustee or the
Company receives, not later than one Business Day prior to the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the



                                      -61-

name of the Holder, the principal amount of the Senior Subordinated Note that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Senior Subordinated Note purchased.

                  (c)      On or prior to the Change of Control Payment Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or any of its Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal to the Change of Control
Purchase Price payable to the Holders entitled thereto, to be held for payment
in accordance with the provisions of this Section 4.08(c). On the Change of
Control Payment Date, the Company shall deliver to the Trustee the Senior
Subordinated Notes or portions thereof that have been properly tendered to and
are to be accepted by the Company for payment.

                  (d)      The Trustee or the Paying Agent shall, on the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.

                  (e)      Notwithstanding the foregoing, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if a
third party has made an offer to purchase (an "Alternate Offer"), in the manner,
at the times and otherwise in compliance with the requirements set forth in this
Section 4.08 applicable to a Change of Control made by the Company, any and all
Senior Subordinated Notes properly tendered and has purchased all Senior
Subordinated Notes properly tendered and not withdrawn in accordance with the
terms of such Alternate Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
applicable securities laws or regulations in connection with the repurchase of
Senior Subordinated Notes pursuant to a Change of Control Offer, including any
applicable securities laws of the Unites States. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.08, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the provisions of this Section 4.08 by virtue of such compliance with these
securities laws or regulations.

SECTION 4.09.              Limitation on Debt.

                  (a) Notwithstanding anything contained in Section 4.09(b),
prior to the Merger and Release, the Company shall not Incur any Debt (including
Acquired Debt), except for the



                                      -62-

Senior Subordinated Notes, the Senior Notes and Debt Incurred in connection with
the Credit Facility Escrow Arrangements.

                  (b) From and after the Release and the Merger, the Company
shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt;
provided, however, that the Company and any Subsidiary Guarantor may Incur Debt
and the Company and any Restricted Subsidiary may Incur Acquired Debt if, after
giving effect to the Incurrence of such Debt and the application of the proceeds
therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on
a consolidated basis) would not exceed 6.0 to 1.0.

                  (c) Notwithstanding Section 4.09(b), any or all of the
following Debt (collectively, "Permitted Debt") may be Incurred:

                  (1)      Debt of the Company or any Subsidiary Guarantor under
         the Credit Facility; provided that the aggregate principal amount of
         all such Debt under the Credit Facility shall not exceed $1.525 billion
         less the amount of any permanent mandatory repayments made under the
         Credit Facility (and, in the case of any revolving subfacility
         thereunder, permanent commitment reductions) with Net Available Cash
         from Asset Sales;

                  (2)      (a) after giving effect to the Special Pro Rata
         Redemption, the Senior Subordinated Notes and related Guarantees
         (excluding any Additional Senior Subordinated Notes) and any Senior
         Subordinated Notes and related Guarantees issued in exchange for the
         Senior Subordinated Notes and related Guarantees pursuant to the
         Registration Rights Agreement and (b) the Senior Notes and related
         Guarantees (excluding any Additional Senior Notes (as such term is
         defined in the indenture relating to the Senior Notes)) and any Senior
         Notes and related Guarantees issued in exchange for the Senior Notes
         and related Guarantees pursuant to the Registration Rights Agreement;

                  (3)      Debt of the Company or any Restricted Subsidiary in
         respect of Capital Lease Obligations and Purchase Money Debt, provided
         that:

                           (i)      the aggregate principal amount of such Debt
                  secured thereby does not exceed the Fair Market Value (on the
                  date of the Incurrence thereof) of the Property acquired,
                  constructed or leased, and

                           (ii)     the aggregate principal amount of all Debt
                  Incurred and then outstanding pursuant to this Section
                  4.09(c)(3) (together with all Permitted Refinancing Debt
                  Incurred and then outstanding in respect of Debt previously
                  Incurred pursuant to this Section 4.09(c)(3)) does not exceed
                  $30 million;



                                      -63-

                  (4)      Debt of the Company owing to and held by any
         Subsidiary Guarantor and Debt of a Restricted Subsidiary owing to and
         held by the Company or any Subsidiary Guarantor; provided, however,
         that (a) any subsequent issue or transfer of Capital Stock or other
         event that results in any such Subsidiary Guarantor ceasing to be a
         Subsidiary Guarantor or any subsequent transfer of any such Debt
         (except to the Company or a Subsidiary Guarantor) shall be deemed, in
         each case, to constitute the Incurrence of such Debt by the issuer
         thereof not permitted by this Section 4.09(c)(4) and (b) such Debt
         shall be expressly subordinated to the prior payment in full in cash of
         all obligations under the Senior Subordinated Notes or the Subsidiary
         Guarantee of such Subsidiary Guarantor;

                  (5)      Debt under Interest Rate Agreements entered into by
         the Company or a Restricted Subsidiary for the purpose of limiting
         interest rate risk in the ordinary course of the financial management
         of the Company or any Restricted Subsidiary and not for speculative
         purposes; provided that the obligations under such agreements are
         directly related to payment obligations on Debt otherwise permitted by
         the terms of this Section 4.09;

                  (6)      Debt under Currency Exchange Protection Agreements
         entered into by the Company or a Restricted Subsidiary for the purpose
         of limiting currency exchange rate risks directly related to
         transactions entered into by the Company or any Restricted Subsidiary
         in the ordinary course of the financial management of the Company or
         any Restricted Subsidiary and not for speculative purposes;

                  (7)      Debt under Commodity Price Protection Agreements
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of the financial management of the Company or any Restricted
         Subsidiary and not for speculative purposes;

                  (8)      Debt of the Company or any Restricted Subsidiary in
         connection with (a) one or more standby letters of credit issued by the
         Company or a Restricted Subsidiary in the ordinary course of business
         and with respect to trade payables relating to the purchase of
         materials by the Company or a Restricted Subsidiary and (b) other
         letters of credit, surety, performance, appeal or similar bonds,
         banker's acceptance, completion guarantees or similar instruments
         issued in the ordinary course of business of the Company or a
         Restricted Subsidiary, including letters of credit or similar
         instruments pursuant to self-insurance and workers' compensation
         obligations; provided that upon the drawing of such letters of credit
         or other instrument, such obligations are reimbursed within 30 days
         following such drawing; provided, further, that with respect to clauses
         (a) and (b), such Debt is not in connection with the borrowing of money
         or the obtaining of advances or credit;



                                      -64-

                  (9)      Debt of the Company or any Restricted Subsidiary
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument inadvertently drawn against
         insufficient funds in the ordinary course of business; provided that
         such Debt is extinguished within two Business Days of Incurrence of
         such Debt;

                  (10)     Debt of the Company or any Restricted Subsidiary
         arising from agreements for indemnification and purchase price
         adjustment obligations Incurred or assumed in connection with the
         Acquisition or disposition of any assets including Capital Stock;
         provided that the maximum assumable liability in respect of all such
         obligations shall at no time exceed the gross proceeds actually
         received by the Company and any Restricted Subsidiary, including the
         Fair Market Value of noncash proceeds;

                  (11)     Debt Incurred by a Securitization Entity in
         connection with a Qualified Securitization Transaction that is
         Non-recourse Debt with respect to the Company and its Restricted
         Subsidiaries; provided, however, that in the event such Securitization
         Entity ceases to qualify as a Securitization Entity or such Debt ceases
         to constitute such Non-recourse Debt, such Debt will be deemed, in each
         case, to be Incurred at such time;

                  (12)     Debt of the Company or a Subsidiary Guarantor
         consisting of a guarantee of or a Lien securing Debt of the Company or
         a Subsidiary Guarantor, provided that such Debt constitutes Debt that
         is permitted to be Incurred pursuant to this Section 4.09, but subject
         to compliance with the other provisions described in Article Four;

                  (13)     Debt in respect of netting services, overdraft
         protection and otherwise in connection with deposit accounts; provided
         that such Debt remains outstanding for five Business Days or less;

                  (14)     Debt of the Company or any Restricted Subsidiary
         outstanding on the Issue Date (other than the Existing Notes) not
         otherwise described in Sections 4.09(c)(1) through (13) above;

                  (15)     the Existing Notes that are outstanding after giving
         effect to either the failure or the consummation of the Tender Offer;

                  (16)     guarantees in the ordinary course of business of the
         obligations of suppliers, customers, franchisers and licensees;

                  (17)     Permitted Refinancing Debt; and



                                      -65-

                  (18)     Debt of the Company or any Restricted Subsidiary or
         the issuance of Disqualified Stock in a principal amount or liquidation
         value, as applicable, outstanding at any one time not to exceed $150
         million in the aggregate for all such Debt and Disqualified Stock.

                  For the purposes of determining compliance with this Section
4.09, in the event that an item of Debt meets the criteria of more than one of
the types of Debt permitted by this Section 4.09 or is entitled to be Incurred
pursuant to Section 4.09(b), the Company in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or
a portion of such item of Debt in any manner that complies with this Section
4.09; provided that all outstanding Debt under the Credit Facility at the time
of the Merger and Release shall be deemed to have been Incurred pursuant to
clause (1) of the definition of Permitted Debt.

                  Debt permitted by this Section 4.09 need not be permitted
solely by reference to one provision permitting such Debt but may be permitted
in part by one such provision and in part by one or more other provisions of
this Section 4.09 permitting such Debt.

                  For the purposes of determining any particular amount of Debt
under this Section 4.09, (a) guarantees, Liens, obligations with respect to
letters of credit and other obligations supporting Debt otherwise included in
the determination of a particular amount will not be included and (b) any Liens
granted to the Holders of the Senior Subordinated Notes that are permitted in
Section 4.11 will not be treated as Debt.

                  For purposes of determining compliance with any
dollar-denominated restriction on the Incurrence of Debt, with respect to any
Debt which is denominated in a foreign currency, the dollar-equivalent principal
amount of such Debt Incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Debt was
Incurred, and any such foreign denominated Debt may be Refinanced or replaced or
subsequently Refinanced or replaced in an amount equal to the dollar-equivalent
principal amount of such Debt on the date of such refinancing or replacement
whether or not such amount is greater or less than the dollar equivalent
principal amount of the Debt on the date of initial Incurrence.

                  If obligations in respect of letters of credit are incurred
pursuant to the Credit Facility and are being treated as Incurred pursuant to
Section 4.09(c)(1) and the letters of credit relate to other Debt then such
other Debt shall be deemed not Incurred.

SECTION 4.10.              Limitation on Restricted Payments.

                  (a) Notwithstanding anything contained in Sections 4.10(b) and
(c), prior to the Merger and Release, the Company will not make any Restricted
Payments or any Permitted Investments, except to the extent necessary to
consummate the Merger and Release or the



                                      -66-

Special Mandatory Redemption and the transactions contemplated by the Escrow
Agreement, the Credit Facility Escrow Arrangements and the Senior Notes Escrow
Arrangements (including any Investments deemed to exist by virtue of the Escrow
Agreement, the Senior Notes Escrow Arrangements or the Credit Facility Escrow
Arrangements or the payment of fees and expenses related to the offering of the
Senior Subordinated Notes, the Senior Notes and the entering into of the Credit
Facility and related Credit Facility Escrow Arrangements).

                  (b) From and after the Merger and Release, the Company shall
not make, and shall not permit any Restricted Subsidiary to make, any Restricted
Payment if at the time of, and after giving effect to, such proposed Restricted
Payment,

                  (1)      a Default or Event of Default shall have occurred and
         be continuing,

                  (2)      the Company could not Incur at least $1.00 of
         additional Debt pursuant to Section 4.09(b) or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments declared or made since the Issue Date
         (the amount of any Restricted Payment, if made other than in cash, to
         be based upon Fair Market Value) would exceed an amount equal to the
         sum of:

                           (i)      50% of the aggregate amount of Consolidated
                  Net Income accrued on a cumulative basis during the period
                  (treated as one accounting period) from the first day of the
                  Company's fiscal quarter in which the Issue Date occurs to the
                  end of the most recent fiscal quarter ended prior to the date
                  of such proposed Restricted Payment for which financial
                  statements are available and have been either filed with the
                  Commission or with the Trustee pursuant to Section 4.18 (or if
                  the aggregate amount of Consolidated Net Income for such
                  period shall be a deficit, minus 100% of such deficit), plus

                           (ii)     100% of Capital Stock Sale Proceeds and cash
                  capital contributions to the Company, plus (without
                  duplication)

                           (iii)    the sum of:

                                    (A)      the aggregate net cash proceeds
                           received by the Company or any Restricted Subsidiary
                           from the issuance or sale after the Issue Date of
                           convertible or exchangeable Debt or Disqualified
                           Stock that has been converted into or exchanged for
                           Capital Stock (other than Disqualified Stock) of the
                           Company and



                                      -67-

                                    (B)      the aggregate amount by which Debt
                           (other than Subordinated Obligations) of the Company
                           or any Restricted Subsidiary is reduced on the
                           Company's consolidated balance sheet on or after the
                           Issue Date upon the conversion or exchange of any
                           Debt issued or sold on or prior to the Issue Date
                           that is convertible or exchangeable for Capital Stock
                           (other than Disqualified Stock) of the Company,

                           together with, in the cases of both (A) and (B), the
                           aggregate net cash proceeds received by the Company
                           at the time of such conversion or exchange, but
                           excluding, in the case of clause (A) or (B): (x) any
                           such Debt issued or sold to the Company or a
                           Restricted Subsidiary of the Company or an employee
                           stock ownership plan or trust established by the
                           Company or such Restricted Subsidiary for the benefit
                           of its employees and (y) the aggregate amount of any
                           cash or other Property distributed by the Company or
                           any Restricted Subsidiary upon any such conversion or
                           exchange, plus (without duplication)

                           (iv)     an amount equal to the sum of:

                                    (A)      the net reduction in Investments in
                           any Person other than the Company or a Restricted
                           Subsidiary resulting from dividends, repayments of
                           loans or advances or other transfers of Property or
                           any other disposition or repayment of such
                           Investments, in each case to the Company or any
                           Restricted Subsidiary from any Person (other than the
                           Company or a Restricted Subsidiary), less the cost of
                           the disposition of such Investments, and

                                    (B)      the Fair Market Value of the
                           Investment of the Company and any Restricted
                           Subsidiary in an Unrestricted Subsidiary at the time
                           such Unrestricted Subsidiary is designated a
                           Restricted Subsidiary;

                  provided, however, that the foregoing sum described in this
                  Section 4.10(b)(3)(iv) shall not exceed the amount of
                  Investments previously made (and treated as a Restricted
                  Payment) by the Company or any Restricted Subsidiary in such
                  Person; plus

                           (v)      $5 million.

                  (c) Notwithstanding the foregoing limitation, the Company may:

                  (1)      pay dividends on its Capital Stock within 60 days of
         the declaration thereof if, on said declaration date, such dividends
         could have been paid in compliance



                                      -68-

         with this Indenture (for the avoidance of doubt, such dividend shall be
         included in the calculation of the amount of Restricted Payments);

                  (2)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value Capital Stock of the Company or options,
         warrants or other rights to acquire such Capital Stock or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock) or options, warrants or other rights to
         acquire such Capital Stock (other than any such Capital Stock (or
         options, warrants or other rights to acquire such Capital Stock) issued
         or sold to a Restricted Subsidiary of the Company or an employee stock
         ownership plan or trust established by the Company or any such
         Restricted Subsidiary for the benefit of its employees and except to
         the extent that any purchase made pursuant to such issuance or sale is
         financed by the Company or any Restricted Subsidiary) or a capital
         contribution to the Company; provided, however, that such purchase,
         repurchase, redemption, legal defeasance, acquisition or retirement
         shall not be included in the calculation of the amount of Restricted
         Payments and the Capital Stock Sale Proceeds from such exchange or sale
         shall not be included in the calculation pursuant to Section
         4.10(b)(3)(ii) above;

                  (3)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations in exchange
         for or out of the proceeds of the substantially concurrent sale of
         Capital Stock of the Company (other than Disqualified Stock) or
         options, warrants or other rights to acquire such Capital Stock (other
         than any such Capital Stock (or options, warrants or other rights to
         acquire such Capital Stock) issued or sold to a Restricted Subsidiary
         of the Company or an employee stock ownership plan or trust established
         by the Company or any such Restricted Subsidiary for the benefit of its
         employees and except to the extent that any purchase made pursuant to
         such issuance or sale is financed by the Company or any Restricted
         Subsidiary) or a capital contribution to the Company or Subordinated
         Obligations; provided that such purchase, repurchase, redemption, legal
         defeasance, acquisition or retirement shall not be included in the
         calculation of the amount of Restricted Payments and the Capital Stock
         Sale Proceeds from such exchange or sale shall not be included in the
         calculation pursuant to Section 4.10(b)(3)(ii) above;

                  (4)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations of the Company
         or any Guarantor in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Permitted Refinancing Debt; provided
         that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments;



                                      -69-

                  (5)      so long as no Default has occurred and is continuing,
         repurchase or otherwise acquire shares of, or options to purchase
         shares of, Capital Stock of Parent, the Company or any of its
         Subsidiaries from employees, former employees, directors or former
         directors, consultants or former consultants of the Company or any of
         its Subsidiaries (or permitted transferees of such employees, former
         employees, directors or former directors), pursuant to the terms of
         agreements (including employment agreements) or plans (or amendments
         thereto) approved by the Board of Directors of the Company or the Board
         of Directors of Parent under which such individuals purchase or sell,
         or are granted the option to purchase or sell, shares of such Capital
         Stock; provided that the aggregate amount of such repurchases and other
         acquisitions shall not exceed $2 million in any calendar year (any such
         amounts not used in a calendar year shall be available for use in any
         subsequent year); provided, further, that such repurchase and other
         acquisition shall be excluded in the calculation of the amount of
         Restricted Payments and the Capital Stock Sale Proceeds from such sales
         shall not be included in the calculation pursuant to Section
         4.10(b)(3)(ii) or (c)(2) above;

                  (6)      make cash payments in lieu of issuance of fractional
         shares in connection with the exercise of warrants, options or other
         securities convertible into or exchangeable for equity interests of the
         Company or Parent (for the avoidance of doubt, such payments shall be
         included in the amount of Restricted Payments);

                  (7)      repurchase Capital Stock to the extent such
         repurchase is deemed to occur upon a cashless exercise of stock
         options; provided that all such repurchases shall not be included in
         the calculation of Restricted Payments and no proceeds in respect of
         the issuance of Capital Stock shall be deemed to have been received for
         the purposes of Section 4.10(b)(3)(ii) above;

                  (8)      repurchase or redeem preferred stock purchase rights
         issued in connection with any shareholders rights plan of Parent;

                  (9)      distribute the Escrowed Property and the escrowed
         property under the Senior Notes Escrow Arrangements and the Credit
         Facility Escrow Arrangements to Parent on the date of the Release, to
         the extent used in consummating the Acquisition;

                  (10)     make dividends or distributions to Parent for
         Parent's (A) bona fide costs, overhead and operating expenses directly
         related to the operation of the Company and the Restricted Subsidiaries
         (including, without limitation, salaries and other compensation of
         employees, directors' fees and expenses and travel and entertainment
         expenses) incurred by Parent in the ordinary course and fees for
         services provided by Parent to the Company and its Restricted
         Subsidiaries that would otherwise have been performed by third parties
         (including, without limitation, accounting, treasury, tax, legal,
         strategic consulting and corporate development services) and any
         reimbursements



                                      -70-

         to Parent for the payment of amounts relating to services (including,
         without limitation, legal, consulting, software, insurance and
         accounting services) provided by third parties on behalf of the Company
         or any Restricted Subsidiaries in an aggregate amount not to exceed
         $10.0 million in any calendar year and (B) franchise or other tax
         obligations (including income tax obligations in respect of the Company
         and its domestic Restricted Subsidiaries) and any other amounts
         required by Parent to maintain its corporate existence; provided that
         such payments shall not be included in the calculation of Restricted
         Payments;

                  (11)     so long as no Default or Event of Default shall have
         occurred and be continuing, repurchase any Subordinated Obligations or
         Disqualified Stock of the Company at a purchase price not greater than
         101% of the principal amount or liquidation preference of such
         Subordinated Obligation or Disqualified Stock in the event of a Change
         of Control pursuant to a provision similar to Section 4.08 in the
         documents governing such Subordinated Obligation or Disqualified Stock;
         provided that prior to consummating any such repurchase, the Company
         has made the Change of Control Offer required by this Indenture and has
         repurchased all notes validly tendered for payment in connection with
         such Change of Control Offer; provided, further that such payments
         shall be included in the calculation of Restricted Payments;

                  (12)     so long as no Default or Event of Default shall have
         occurred and be continuing, following an Asset Sale, to the extent
         permitted by Section 4.12, and using the Net Available Cash generated
         from such Asset Sale, repurchase any Subordinated Obligation or
         Disqualified Stock of the Company at a purchase price not greater than
         100% of the principal amount or liquidation preference of such
         Subordinated Obligation or Disqualified Stock pursuant to a provision
         similar to Section 4.12 in the documents governing such Subordinated
         Obligation or Disqualified Stock; provided that prior to consummating
         any such repurchase, the Company has made the Prepayment Offer required
         by this Indenture and has repurchased all notes validly tendered for
         payment in connection with such Prepayment Offer; provided, further
         that such payments shall be included in the calculation of Restricted
         Payments; and

                  (13)     so long as no Default or Event of Default shall have
         occurred and be continuing, the Company and any Restricted Subsidiary
         may pay dividends to Parent for Parent to purchase its common stock for
         contribution to employee stock purchase and deferred compensation
         plans, in the ordinary course of business; provided that the aggregate
         amount of common stock purchased in reliance on this Section
         4.10(c)(13) shall not exceed $5.0 million; provided further that such
         dividends shall be included in the calculation of Restricted Payments;



                                      -71-

                  (14)     make any other Restricted Payment which, together
         with all other Restricted Payments made pursuant to this Section
         4.10(c)(14) since the Issue Date, does not exceed $20 million, provided
         that no Default or Event of Default shall have occurred and be
         continuing immediately after making such Restricted Payment; provided,
         further, that such payments shall be included in the calculation of
         Restricted Payments.

                  For the avoidance of doubt, the repurchase of the Existing
Notes pursuant to the Tender Offer, including any payment of an early consent
fee, shall not be deemed a Restricted Payment.

                  The amount of any non-cash Restricted Payment shall be deemed
to be equal to the Fair Market Value thereof at the date of making such
Restricted Payment.

SECTION 4.11.              Limitation on Liens.

                  (a) Prior to the Merger and Release, the Company shall not,
and shall not permit any Restricted Subsidiary to, Incur or suffer to exist, any
Lien upon any of its Property (including Capital Stock of a Restricted
Subsidiary and intercompany notes), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
that secures any obligation, except the Lien of the Trustee on the Escrowed
Property, the Lien of the Trustee pursuant to the Senior Notes Escrow
Arrangements (so long as such Lien is limited to the Property in the escrow
account contemplated under the Senior Notes Escrow Arrangements) and the Lien of
the Administrative Agent pursuant to the Credit Facility Escrow Arrangements (so
long as such Lien is limited to the Property in the escrow account contemplated
by the Credit Facility Escrow Arrangements).

                  (b) From and after the Merger and Release, the Company shall
not, and shall not permit any Restricted Subsidiary to Incur or suffer to exist,
any Lien upon any of its Property (including Capital Stock of a Restricted
Subsidiary and intercompany notes), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
that secures Subordinated Obligations or Senior Subordinated Debt, unless

                  (1)      in the case of a Lien securing Subordinated
         Obligations, the Senior Subordinated Notes and the related Subsidiary
         Guarantees are secured by a Lien on such Property or such interest
         therein or such income or profits therefrom that is senior in priority
         to the Lien securing such Subordinated Obligations for so long as such
         Subordinated Obligations are so secured; and

                  (2)      in the case of a Lien securing Senior Subordinated
         Debt, the Senior Subordinated Notes and the related Subsidiary
         Guarantees are equally and ratably se-



                                      -72-

         cured by a Lien on such Property or such interest therein or profits
         therefrom for so long as such Senior Subordinated Debt is so secured;

provided, that in no event shall there be any Liens on the Escrowed Property,
except the Lien of the Escrow Agent for the benefit of the Holders.

                  Any Lien on the Escrowed Property created for the benefit of
the Holders of the Senior Subordinated Notes shall provide by its terms that any
such Lien will be automatically and unconditionally released and discharged upon
the Release.

SECTION 4.12.              Limitation on Asset Sales.

                  (a) Prior to the Merger and Release, the Company will not
consummate an Asset Sale except to the extent necessary to consummate the Merger
and Release, the Special Mandatory Redemption and the transactions contemplated
by the Escrow Agreement, the Senior Notes Escrow Arrangements and the Credit
Facility Escrow Arrangements. From and after the Merger and Release, the Company
shall not, and shall not permit any Restricted Subsidiary to, consummate any
Asset Sale unless:

                  (1)      the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale;

                  (2)      in the case of Asset Sales which are not Permitted
         Asset Swaps, at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of (a) cash or Cash Equivalents; (b) the assumption by the
         purchaser of liabilities of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Senior Subordinated Notes or any Subsidiary Guarantee of such
         Restricted Subsidiary) as a result of which the Company and the
         Restricted Subsidiaries are no longer obligated with respect to such
         liabilities; (c) any securities, notes or other obligations received by
         the Company or any such Restricted Subsidiary from such transferee that
         are converted by the Company or such Restricted Subsidiary into cash
         (to the extent of the cash received) within 30 days after receipt; or
         (d) a combination of the consideration specified in clauses (a) through
         (c); and

                  (3)      the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         Sections 4.12(a)(1) and (2).

                  (b) The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a Restricted Subsidiary, to the extent
the Company or such Restricted Subsidiary elects (or is required by the terms of
any Debt):



                                      -73-

                  (1)      to permanently prepay or permanently repay any Senior
         Debt or any Debt of a Restricted Subsidiary that is not a Subsidiary
         Guarantor (and in the case of any such Debt under a revolving credit
         facility, effect a permanent reduction in the availability under such
         revolving credit facility); and/or

                  (2)      to reinvest in Additional Assets (including by means
         of an Investment in Additional Assets by a Restricted Subsidiary with
         Net Available Cash received by the Company or another Restricted
         Subsidiary).

                  (c) Any Net Available Cash from an Asset Sale not applied in
accordance with Section 4.12(b)(2) within 365 days from the date of the receipt
of such Net Available Cash shall constitute "Excess Proceeds." Pending the final
application of the Net Available Cash, the Company or any Restricted Subsidiary
may temporarily reduce Senior Debt or otherwise invest such Net Available Cash
in Temporary Cash Investments.

                  (d) When the aggregate amount of Excess Proceeds exceeds $20
million, the Company will be required to make an offer to purchase (the
"Prepayment Offer") the Senior Subordinated Notes and any other pari passu Debt
outstanding with similar provisions requiring an offer to purchase such Debt
with such proceeds, which offer shall be in the amount of the Allocable Excess
Proceeds, on a pro rata basis according to principal amount, at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the purchase date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), in accordance with the procedures (including prorating in the event of
over subscription) set forth herein. To the extent that any portion of the
amount of Net Available Cash remains after compliance with the preceding
sentence and provided that all Holders of Senior Subordinated Notes have been
given the opportunity to tender their Senior Subordinated Notes for purchase in
accordance with this Indenture, the Company or such Restricted Subsidiary may
use such remaining amount for any purpose not restricted by this Indenture and
the amount of Excess Proceeds will be reset to zero.

                  (e) The term "Allocable Excess Proceeds" will mean the product
of:

         (i)             the Excess Proceeds and

         (ii)            a fraction,

                           (1)      the numerator of which is the aggregate
                      principal amount of the Senior Subordinated Notes
                      outstanding on the date of the Prepayment Offer, together
                      with any accrued and unpaid interest, and



                                      -74-

                           (2)      the denominator of which is the sum of the
                      aggregate principal amount of the Senior Subordinated
                      Notes outstanding on the date of the Prepayment Offer,
                      together with any accrued and unpaid interest and the
                      aggregate principal amount of other Debt of the Company
                      outstanding on the date of the Prepayment Offer that is
                      pari passu in right of payment with the Senior
                      Subordinated Notes and subject to terms and conditions in
                      respect of Asset Sales similar in all material respects to
                      this Section 4.12 and requiring the Company to make an
                      offer to purchase such Debt at substantially the same time
                      as the Prepayment Offer (subject to proration in the event
                      that such amount is less than the aggregate offer price of
                      all Senior Subordinated Notes tendered).

                  (f) Within fifteen Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.12(e), the
Company shall send a written notice, by first-class mail, to the Holders of
Senior Subordinated Notes, accompanied by such information regarding the Company
and its Subsidiaries as the Company in good faith believes will enable such
Holders to make an informed decision with respect to such Prepayment Offer. Such
notice shall state, among other things, the purchase price and the purchase date
(the "Purchase Date"), which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

                  (g) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided in Section 4.12(f), the
Company shall deliver to the Trustee an Officers' Certificate as to (i) the
amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the
Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer
is being made and (iii) the compliance of such allocation with the provisions of
Section 4.12(b). On or before the Purchase Date, the Company shall also
irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) in Temporary Cash Investments (other than in those enumerated in
clause (b) of the definition of Temporary Cash Investments), maturing on the
last day prior to the Purchase Date or on the Purchase Date if funds are
immediately available by open of business, an amount equal to the Offer Amount
to be held for payment in accordance with the provisions of this Section 4.12.
Upon the expiration of the period for which the Prepayment Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancellation
the Senior Subordinated Notes or portions thereof that have been properly
tendered to and are to be accepted by the Company. The Trustee or the Paying
Agent shall, on the Purchase Date, mail or deliver payment to each tendering
Holder in the amount of the purchase price. In the event that the aggregate
purchase price of the Senior Subordinated Notes delivered by the Company to the
Trustee is less than the Offer Amount,



                                      -75-

the Trustee or the Paying Agent shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.12.

                  (h) Holders electing to have a Senior Subordinated Note
purchased shall be required to surrender the Senior Subordinated Note, with an
appropriate form duly completed, to the Company or its agent at the address
specified in the notice at least three Business Days prior to the Purchase Date.
Holders shall be entitled to withdraw their election if the Trustee or the
Company receives not later than one Business Day prior to the Purchase Date a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Senior Subordinated Note that was delivered
for purchase by the Holder and a statement that such Holder is withdrawing its
election to have such Senior Subordinated Note purchased. If at the expiration
of the Offer Period the aggregate principal of Senior Subordinated Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Senior Subordinated Notes to be purchased on pro rata basis for all Senior
Subordinated Notes (with such adjustments as may be deemed appropriate by the
Company so that only Senior Subordinated Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased). Holders whose Senior
Subordinated Notes are purchased only in part shall be issued new Senior
Subordinated Notes equal in principal amount to the unpurchased portion of the
Senior Subordinated Notes surrendered.

                  (i) At the time the Company delivers Senior Subordinated Notes
to the Trustee that are to be accepted for purchase, the Company shall also
deliver an Officers' Certificate stating that such Senior Subordinated Notes are
to be accepted by the Company pursuant to and in accordance with the terms of
this Section 4.12. A Senior Subordinated Note shall be deemed to have been
accepted for purchase at the time the Trustee or the Paying Agent mails or
delivers payment therefor to the surrendering Holder.

                  (j) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other applicable
securities laws or regulations in connection with the repurchase of Senior
Subordinated Notes pursuant to the covenant described hereunder, including any
applicable securities laws of the United States. To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section 4.12, the Company shall comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.12 by virtue thereof.

SECTION 4.13.              Limitation on Restrictions on Distributions from
                           Restricted Subsidiaries.

                  (a) From and after the Merger and Release, the Company shall
not, and shall not permit any Restricted Subsidiary to, create or otherwise
cause or suffer to exist any consensual restriction on the right of any
Restricted Subsidiary to:



                                      -76-

                  (1)      pay dividends, in cash or otherwise, or make any
         other distributions on or in respect of its Capital Stock to the
         Company or any other Restricted Subsidiary,

                  (2)      pay any Debt or other obligation owed to the Company
         or any other Restricted Subsidiary,

                  (3)      make any loans or advances to the Company or any
         other Restricted Subsidiary, or

                  (4)      transfer any of its Property to the Company or any
         other Restricted Subsidiary.

                  (b)  The foregoing limitations will not apply:

                  (1)      with respect to Sections 4.13(a)(1), (2), (3) and
         (4), to restrictions:

                                    (A)      in effect on the Issue Date (as
                           such restrictions may be amended from time to time,
                           other than any such amendment that would adversely
                           affect the interests of the Holders of the Senior
                           Subordinated Notes);

                                    (B)      imposed by the Senior Subordinated
                           Notes or this Indenture (or the Senior Notes or the
                           indenture related thereto), or by indentures
                           governing other Debt the Company Incurs (and, if such
                           Debt is guaranteed, by the guarantors of such Debt)
                           ranking on a parity with the Senior Subordinated
                           Notes or the Senior Notes, provided that the
                           restrictions imposed by such indentures are no more
                           restrictive than the restrictions imposed by this
                           Indenture;

                                    (C)      imposed by the Credit Facility with
                           respect to Debt permitted to be Incurred on or
                           subsequent to the date hereof pursuant to Section
                           4.09(c)(1);

                                    (D)      relating to Debt of a Restricted
                           Subsidiary and existing at the time it became a
                           Restricted Subsidiary if such restriction was not
                           created in connection with or in anticipation of the
                           transaction or series of transactions pursuant to
                           which such Restricted Subsidiary became a Restricted
                           Subsidiary or was acquired by the Company;

                                    (E)      that result from the Refinancing of
                           Debt Incurred pursuant to an agreement referred to in
                           Section 4.13(a)(1) or (4) above; provided such
                           restriction is no less favorable in any material
                           respect to the



                                      -77-

                           Holders of Senior Subordinated Notes than those under
                           the agreement evidencing the Debt so Refinanced when
                           taken as a whole;

                                    (F)      restrictions on cash or other
                           deposits or net worth imposed by leases or other
                           agreements entered into in the ordinary course of
                           business;

                                    (G)      any encumbrances or restrictions
                           required by any governmental, local or regulatory
                           authority having jurisdiction over the Company or any
                           of its Restricted Subsidiaries or any of their
                           businesses in connection with any development grant
                           made or other assistance provided to the Company or
                           any of its Restricted Subsidiaries by such
                           governmental authority;

                                    (H)      customary provisions in joint
                           venture or similar agreements or other arrangements
                           with minority investors in Restricted Subsidiaries;
                           provided, however, that such encumbrance or
                           restriction is applicable only to such Restricted
                           Subsidiary; and provided, further, that (i) the
                           encumbrance or restriction is not materially more
                           disadvantageous to the Holders of the Senior
                           Subordinated Notes than is customary in comparable
                           agreements and (ii) the Company determines that any
                           such encumbrance or restriction will not materially
                           affect the ability of the Company to make any
                           anticipated payments of principal or interest on the
                           Senior Subordinated Notes;

                                    (I)      with respect to a Securitization
                           Entity in connection with a Qualified Securitization
                           Transaction; provided, however, that such
                           encumbrances and restrictions are customarily
                           required by the institutional sponsor or arranger of
                           such Qualified Securitization Transaction in similar
                           types of documents relating to the purchase of
                           similar receivables in connection with the financing
                           thereof;

                                    (J)      customary restrictions contained in
                           asset sale agreements, stock sale agreements and
                           other similar agreements limiting the transfer,
                           disposition or distribution of such Property pending
                           the closing of such sale, including any restriction
                           imposed with respect to such Restricted Subsidiary
                           pursuant to an agreement to dispose of all or
                           substantially all the Capital Stock or assets of such
                           Restricted Subsidiary; or

                                    (K)      customary restrictions imposed on
                           the transfer of copyrighted or patented materials or
                           other intellectual property and custom-



                                      -78-

                           ary provisions in agreements that restrict the
                           assignment of such agreements or any rights
                           thereunder;

                  (2)      with respect to Section 4.12(a)(4) only, to
         restrictions:

                                    (A)      relating to Debt that is permitted
                           to be Incurred and secured without also securing the
                           Senior Subordinated Notes pursuant to Section 4.11
                           that limit the right of the debtor to dispose of the
                           Property securing such Debt,

                                    (B)      encumbering Property at the time
                           such Property was acquired by the Company or any
                           Restricted Subsidiary, so long as such restriction
                           relates solely to the Property so acquired and was
                           not created in connection with or in anticipation of
                           such acquisition,

                                    (C)      resulting from customary provisions
                           restricting subletting of assignment of leases or
                           customary provisions in other agreements that
                           restrict assignment of such agreements or rights
                           thereunder,

                                    (D)      imposed by virtue of any transfer
                           of, agreement to transfer, option or right with
                           respect to or Lien on, any Property of the Company or
                           the relevant Restricted Subsidiary not otherwise
                           prohibited by this Indenture, or

                                    (E)      imposed under any Purchase Money
                           Debt or Capital Lease Obligation in the ordinary
                           course of business with respect only to the Property
                           the subject thereof.

SECTION 4.14.              Limitation on Transactions with Affiliates.

                  (a) Notwithstanding Section 4.14(b), on or prior to the Merger
and Release, the Company will not enter into or suffer to exist any Affiliate
Transaction (as defined below) other than to the extent necessary to consummate
the Merger and Release, the Special Mandatory Redemption and the transactions
contemplated by the Escrow Agreement, the Senior Notes Escrow Arrangements, the
Credit Facility Escrow Arrangements and the preferred stock investment in Parent
(or a common equity investment in Parent in lieu of all or any portion thereof).
From and after the Merger and Release, the Company shall not, and shall not
permit any Restricted Subsidiary to, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, assignment, lease, conveyance or exchange of any
Property or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction"), unless:



                                      -79-

                  (1)      the terms of such Affiliate Transaction are:

                           (i)      set forth in writing, and

                           (ii)     no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company,

                  (2)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $5 million, each of the Board of
         Directors of the Company and the Board of Directors of Parent
         (including a majority of the disinterested members of the Board of
         Directors of Parent or, if there is only one disinterested director,
         such disinterested director) approves such Affiliate Transaction and,
         in its good faith judgment, believes that such Affiliate Transaction
         complies with Section 4.14(a)(1)(ii) as evidenced by a Board
         Resolution, and

                  (3)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $25 million, the Company obtains a
         written opinion from an Independent Financial Advisor to the effect
         that the consideration to be paid or received in connection with such
         Affiliate Transaction is fair, from a financial point of view, to the
         Company and the Restricted Subsidiaries, taken as a whole.

                  (b) Notwithstanding the foregoing limitation, the Company or
any Restricted Subsidiary may make, enter into or suffer to exist the following:

                  (1)      any transaction or series of transactions between the
         Company and one or more Restricted Subsidiaries or between two or more
         Restricted Subsidiaries;

                  (2)      any Restricted Payment permitted to be made pursuant
         to Section 4.10 or any Permitted Investment;

                  (3)      the payment of compensation (including awards or
         grants in cash, securities or other payments) for the personal services
         of officers, directors, consultants and employees of the Company or any
         of the Restricted Subsidiaries in the ordinary course of business;

                  (4)      payments pursuant to employment agreements,
         collective bargaining agreements, employee benefit plans, or
         arrangements for employees, officers or directors, including vacation
         plans, health and life insurance plans, deferred compensation plans,
         directors' and officers' indemnification agreements and retirement or
         savings plans, stock option, stock ownership and similar plans so long
         as the Board of Directors of the Company or the Board of Directors of
         Parent in good faith shall have ap-



                                      -80-

         proved the terms thereof and deemed the services theretofore or
         thereafter to be performed for such compensation to be fair
         consideration therefor;

                  (5)      loans and advances to officers, directors or
         employees (or guarantees of third party loans to officers, directors or
         employees) made in the ordinary course of business, provided that such
         loans and advances do not exceed $10 million in the aggregate at any
         one time outstanding;

                  (6)      any agreement as in effect on the Issue Date or any
         amendment to any such agreement (so long as any such amendment is not
         disadvantageous to the Holders of the Senior Subordinated Notes in any
         material respect) or any transaction contemplated thereby;

                  (7)      transactions with customers, clients, suppliers or
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with the terms
         of this Indenture which are fair to the Company or its Restricted
         Subsidiaries or are on terms no less favorable as might reasonably have
         been obtained at such time from an unaffiliated party; provided that
         such transactions are approved by a majority of the Board of Directors
         of Parent and the Board of Directors of the Company in good faith
         (including a majority of disinterested directors of the Board of
         Directors of Parent, or if there is only one disinterested director,
         such director);

                  (8)      the issuance and sale of Capital Stock (other than
         Disqualified Stock) of the Company;

                  (9)      transactions in connection with or payments by the
         Company or any of its Restricted Subsidiaries to Goldman Sachs & Co. or
         any of their respective affiliates in connection with any management,
         financial advisory, financing, derivative, underwriting or placement
         services or any other investment banking, banking, asset management or
         similar services including principal, interest and fees on loans which
         payments are approved by a majority of the Board of Directors of Parent
         and the Board of Directors of the Company in good faith (including a
         majority of disinterested directors of the Board of Directors of
         Parent, or if there is only one disinterested director, such director);

                  (10)     transactions pursuant to any agreement described in
         the Offering Memorandum as in effect on the date hereof or the date of
         the consummation of the Acquisition as the same may be amended from
         time to time in any manner not materially less favorable to the Holders
         of the Senior Subordinated Notes; and



                                      -81-

                  (11)     sales or transfer of dispositions of Receivables and
         Related Assets to a Securitization Entity and acquisitions of
         Investments in connection therewith.

SECTION 4.15.              Designation of Restricted and Unrestricted
                           Subsidiaries.

                  (a) From and after the Merger and Release, the Board of
Directors of the Company or the Board of Directors of Parent may designate any
Subsidiary of the Company to be an Unrestricted Subsidiary if:

                  (1)      the Subsidiary to be so designated does not own any
         Capital Stock or Debt of, or own or hold any Lien on any Property of,
         the Company or any other Restricted Subsidiary, and

                  (2)      the Company would be permitted under Section 4.10 to
         make a Restricted Payment in an amount equal to the Fair Market Value
         of the Investment in such Subsidiary. For the purposes of this
         provision, in the event the Fair Market Value of such assets exceeds
         $25 million, such Fair Market Value shall be determined by an
         Independent Financial Advisor.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                  (b) Except as provided in Section 4.15(a), no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Company nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary) except to the extent
permitted under Sections 4.10 and 4.13 and provided that the Company or any
Restricted Subsidiary may pledge Capital Stock or Debt or assets of any
Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no
claim whatsoever against the Company or any Restricted Subsidiary other than to
obtain that pledged Property.

                  (c) The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after
giving pro forma effect to such designation,

                           (x)      the Company could Incur at least $l.00 of
                  additional Debt pursuant to Section 4.09(b) and



                                      -82-

                           (y)      no Default or Event of Default shall have
                  occurred and be continuing or would result therefrom.

                  (d) Any such designation or redesignation by the Board of
Directors of the Company will be evidenced to the Trustee by filing with the
Trustee a Board Resolution giving effect to such designation or redesignation
and an Officers' Certificate that:

                  (1)      certifies that such designation or redesignation
         complies with the foregoing provisions of this Section 4.15, and

                  (2)      gives the effective date of such designation or
         redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.18 in respect
of the fiscal quarter of the Company in which such designation or redesignation
is made (or, in the case of a designation or redesignation made during the last
fiscal quarter of the Company's fiscal year, on or before the time financial
statements in respect of such fiscal year are filed with the Commission or the
Trustee pursuant to Section 4.18).

SECTION 4.16.              Prohibition on Incurrence of Senior Subordinated
                           Debt.

                  From and after the Merger and Release, neither the Company nor
any Subsidiary Guarantor shall Incur or suffer to exist Debt that is senior in
right of payment to the Senior Subordinated Notes or the Subsidiary Guarantee of
such Subsidiary Guarantor relating thereto and subordinate in right of payment
to any other Debt of the Company or such Subsidiary Guarantor, as the case may
be.

SECTION 4.17.              Limitation on Company's Business.

                  Prior to the Merger and Release, the Company will not engage
in any line of business or own any other assets other than as necessary to
consummate the Merger and Release or the Special Mandatory Redemption and the
transactions contemplated by the Escrow Agreement, the Senior Notes Escrow
Arrangements and the Credit Facility Escrow Arrangements. From and after the
Merger and Release, the Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than the business RHD is engaged in
on the date hereof or a Related Business.

SECTION 4.18.              Reports.

                  Whether or not RHD is then subject to Section 13(a) or 15(d)
of the Exchange Act, RHD will electronically file with the Commission, so long
as the Senior Subordinated Notes are outstanding, the annual reports, quarterly
reports and other periodic reports that



                                      -83-

RHD would be required to file with the Commission pursuant to Section 13(a) or
15(d) if RHD were so subject, and such documents will be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which RHD would be required so to file such documents if RHD were so subject,
unless, in any case, such filings are not then permitted by the Commission.

                  If such filings with the Commission are not then permitted by
the Commission, or such filings are not generally available on the Internet free
of charge, RHD will, without charge to the Holders, within 15 days of each
Required Filing Date, transmit by mail to Holders, as their names and addresses
appear in the Senior Subordinated Note register, and file with the Trustee
copies of the annual reports, quarterly reports and other periodic reports that
RHD would be required to file with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act if RHD were subject to such Section 13(a) or 15(d)
and, promptly upon written request, supply copies of such documents to any
prospective Holder or beneficial owner at RHD's cost.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  So long as any of the Senior Subordinated Notes remain
restricted under Rule 144, RHD will make available upon request to any
prospective purchaser of Senior Subordinated Notes or beneficial owner of Senior
Subordinated Notes in connection with any sale thereof the information required
by Rule 144A(d)(4) under the Securities Act.

SECTION 4.19.              Creation of Subsidiaries; Additional Subsidiary
                           Guarantees.

                  (a) Prior to the Merger and Release, the Company will not
create, acquire or form any Subsidiaries.

                  (b) From and after the Merger and Release, the Company will
not permit any of its Restricted Subsidiaries having assets, at any time, with a
Fair Market Value in excess of $1,000 to guarantee or pledge any assets to
secure the payment of any other Debt of the Company or another Restricted
Subsidiary unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the guarantee of the payment of
the Senior Subordinated Notes by such Restricted Subsidiary, which guarantee
shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge
to secure such other Debt, unless such other Debt is Senior Debt, in which case
the Guarantee of the Senior Subordinated Notes may be subordinated to the
guarantee of such Senior Debt to the same extent as the Senior Subordinated
Notes are subordinated to such Senior Debt.



                                      -84-

                  (c) The Guarantee of a Guarantor will be released if

                                    (1)      the Company designates any
                           Subsidiary Guarantor as an Unrestricted Subsidiary in
                           accordance with Section 4.15; or

                                    (2)      in connection with the sale of (A)
                           that number of shares of Capital Stock of such
                           Subsidiary Guarantor such that such Subsidiary
                           Guarantor is no longer a Subsidiary of the Company or
                           another Restricted Subsidiary or (B) all or
                           substantially all of the assets of such Subsidiary
                           Guarantor to a Person that is not the Company, Parent
                           or another Restricted Subsidiary of the Company;
                           provided that such sale complies with Section 4.12.

                  (d) In the event a Subsidiary becomes a Subsidiary Guarantor
solely because it guarantees other Debt, then upon the full and unconditional
release of the guarantee of such other Debt (provided that the Trustee is given
90 days' written notice of such other release) such Subsidiary Guarantee of such
Subsidiary Guarantor shall also be released.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.              Merger, Consolidation and Sale of Property.

                  (a) Prior to the Merger and Release, except in connection with
the Release and Merger, the Special Mandatory Redemption or the Special Pro Rata
Redemption and the transactions contemplated by the Escrow Agreement, the Escrow
Agreement relating to the Senior Notes and the Credit Facility Escrow
Arrangements, the Company shall not merge, consolidate or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions.

                  (b) From and after the Merger and Release, the Company shall
not merge, consolidate or amalgamate with or into any other Person (other than a
merger of a Wholly Owned Restricted Subsidiary into the Company) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
its Property in any one transaction or series of transactions, unless:

                  (1)      the Company shall be the surviving Person (the
         "Surviving Person") or the Surviving Person (if other than the Company)
         formed by such merger, consolida-



                                      -85-

         tion or amalgamation or to which such sale, transfer, assignment,
         lease, conveyance or disposition is made which is substituted for the
         Company as the issuer of the Senior Subordinated Notes shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia;

                  (2)      the Surviving Person (if other than the Company)
         expressly assumes, by supplemental indenture in form reasonably
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual payment of the principal
         amount of the Senior Subordinated Notes, any accrued and unpaid
         interest on such principal amount, according to their tenor, and the
         due and punctual performance and observance of all the covenants and
         conditions of the indenture to be performed by the Company;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of the Company, such Property shall have been transferred as
         an entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(b)(4) and Sections
         5.01(b)(5) and (b)(6) below, any Debt that becomes, or is anticipated
         to become, an obligation of the Surviving Person or any Restricted
         Subsidiary as a result of such transaction or series of transactions as
         having been Incurred by the Surviving Person or such Restricted
         Subsidiary at the time of such transaction or series of transactions),
         no Default or Event of Default shall have occurred and be continuing;

                  (5)      immediately after giving effect to such transaction
         or series of transactions on a pro forma basis, the Company or the
         Surviving Person, as the case may be, would be able to Incur at least
         $l.00 of additional Debt pursuant to Section 4.09(b); and

                  (6)      the Surviving Person shall deliver, or cause to be
         delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction and the supplemental
         indenture, if any, in respect thereto comply with this Section 5.01 and
         that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

                  (c) Parent shall not, and Parent and the Company shall not
permit any Subsidiary Guarantor to, merge, consolidate or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions (other than (i) a merger of a Wholly Owned Restricted
Subsidiary into such Subsidiary Guarantor or (ii) a merger, consolida-
amalgamation



                                      -86-

tion, or sale of all or substantially all of the Property of a Subsidiary
Guarantor in connection with the sale of such Subsidiary Guarantor or its
Property to a non-Affiliate third party that does not become an Affiliate as a
result of such transaction and is otherwise permitted under the indenture)
unless:

                  (1)      the Surviving Person (if not Parent or such
         Subsidiary Guarantor) formed by such merger, consolidation or
         amalgamation or to which such sale, transfer, assignment, lease,
         conveyance or disposition is made shall be a corporation, limited
         liability company, trust, partnership or similar entity organized and
         existing under the laws of United States of America, any State thereof
         or the District of Columbia and, in the case of Parent, is the Company;

                  (2)      the Surviving Person (if other than Parent or such
         Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee or a
         guarantee similar to the Parent Guarantee in form satisfactory to the
         Trustee, executed and delivered to the Trustee by such Surviving
         Person, the due and punctual performance and observance of all the
         obligations of Parent or such Subsidiary Guarantor under its Subsidiary
         Guarantee or Parent Guarantee, as the case may be;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of Parent, such Property shall have been transferred as an
         entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(c)(4) and Sections
         5.01(c)(5) and (6) below, any Debt that becomes, or is anticipated to
         become, an obligation of the Surviving Person, the Company or any
         Restricted Subsidiary as a result of such transaction or series of
         transactions as having been Incurred by the Surviving Person, the
         Company or such Restricted Subsidiary at the time of such transaction
         or series of transactions), no Default or Event of Default shall have
         occurred and be continuing;

                  (5)      in the case of Parent only, immediately after giving
         effect to such transaction or series of transactions on a pro forma
         basis, the Company or the Surviving Person, as the case may be, would
         be able to Incur at least $1.00 of additional Debt under Section
         4.09(b); and

                  (6)      the Company shall deliver, or cause to be delivered,
         to the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guarantee, if any, in
         respect thereto comply with this Section 5.01 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.



                                      -87-

                  (d) The provisions of Section 5.01(c) (other than Section
5.01(c)(4)) shall not apply to any transactions which constitute an Asset Sale
if the Company has complied with Section 4.12.

                  (e) The Surviving Person shall succeed to, and be substituted
for, and may exercise every right and power of the Company under this Indenture
(or of Parent or the relevant Subsidiary Guarantor under the Parent Guarantee or
the related Subsidiary Guarantee, as the case may be), but the predecessor
Company in the case of:

                  (1)      a sale, transfer, assignment, conveyance or other
         disposition (unless such sale, transfer, assignment, conveyance or
         other disposition is of all the assets of Parent or the Company as an
         entirety or virtually as an entirety) of substantially all of the
         assets of Parent or the Company and its Restricted Subsidiaries, or

                  (2)      a lease,

shall not be released from any obligation to pay the principal amount of the
Senior Subordinated Notes, any accrued and unpaid interest.

SECTION 5.02.              Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Senior Subordinated Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.              Events of Default.

                  The following events shall be "Events of Default":

                  (1)      the Company defaults in any payment of interest on
         any Senior Subordinated Note when the same becomes due and payable and
         such default continues for a period of 30 days;



                                      -88-

                  (2)      the Company defaults in the payment of the principal
         amount of any Senior Subordinated Note when the same becomes due and
         payable at its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise;

                  (3)      the Company fails to comply with Section 4.08, 4.12
         or 5.01;

                  (4)      the Company fails to comply with any covenant or
         agreement in the Senior Subordinated Notes or in this Indenture (other
         than a failure that is the subject of the foregoing Section 6.01(1),
         (2) or (3)) and such failure continues for 60 days after written notice
         is given to the Company as specified in this Section 6.01;

                  (5)      a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary which
         results in acceleration of the maturity of such Debt, or the failure to
         pay any such Debt at maturity, in an aggregate principal amount in
         excess of $20 million, unless the Company is contesting such
         acceleration in good faith;

                  (6)      Parent, the Company or any Significant Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                                    (A)      commences a voluntary insolvency
                           proceeding;

                                    (B)      consents to the entry of an order
                           for relief against it in an involuntary insolvency
                           proceeding;

                                    (C)      consents to the appointment of a
                           Custodian of it or for any substantial part of its
                           Property; or

                                    (D)      makes a general assignment for the
                           benefit of its creditors;

         or takes any comparable action under any foreign laws relating to
         insolvency; provided, however, that the liquidation of any Restricted
         Subsidiary into another Restricted Subsidiary or the Company other than
         as part of a credit reorganization, shall not constitute an Event of
         Default under Section 6.01(6);

                  (7)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                                    (A)      is for relief against Parent, the
                           Company or any Significant Subsidiary in an
                           involuntary insolvency proceeding;



                                      -89-

                                    (B)      appoints a Custodian of Parent, the
                           Company or any Significant Subsidiary or for any
                           substantial part of its Property; or

                                    (C)      orders the winding up or
                           liquidation of Parent, the Company or any Significant
                           Subsidiary; or

                                    (D)      grants any similar relief under any
                           foreign laws;

and in each such case the order or decree remains unstayed and in effect for 90
days;

                  (8)      any judgment or judgments for the payment of money in
         an unsecured aggregate amount (net of any amount covered by insurance
         issued by a reputable and creditworthy insurer that has not contested
         coverage or reserved rights with respect to the underlying claim and
         that continues to make payments pursuant to the terms of the relevant
         policy) in excess of $20 million at the time entered against the
         Company or any Restricted Subsidiary and shall not be waived, satisfied
         or discharged for any period of 60 consecutive days during which a stay
         of enforcement shall not be in effect or otherwise payable; or

                  (9)      (a) the Parent Guarantee or any Subsidiary Guarantee
         ceases to be in full force and effect (other than in accordance with
         the terms of the Parent Guarantee or such Subsidiary Guarantee, as the
         case may be) or (b) Parent or any Subsidiary Guarantor denies or
         disaffirms its obligations under the Parent Guarantee or its Subsidiary
         Guarantee, as the case may be; provided that in the case of clauses (a)
         and (b), such condition will only constitute an Event of Default if (a)
         such condition could adversely and materially affect the Holders or (b)
         such condition continues for over 10 days.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  A Default under Section 6.01(4) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
at maturity of the Senior Subordinated Notes then outstanding notify the Company
(and in the case of such notice by Holders, the Trustee) of the Default and the
Company does not cure such Default within the time specified after receipt of
such notice. Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default."

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default and any



                                      -90-

event that with the giving of notice or the lapse of time would become an Event
of Default, its status and what action the Company is taking or proposes to take
with respect thereto.

                  The Company shall immediately notify the Trustee if a meeting
of the Board of Directors of the Company or the Board of Directors of Parent is
convened to consider any action mandated by a petition for debt settlement
proceedings or bankruptcy proceedings. The Company shall also promptly advise
the Trustee of the approval of the filing of a debt settlement or bankruptcy
petition prior to the filing of such petition.

SECTION 6.02.              Acceleration of Maturity; Rescission.

                  If an Event of Default with respect to the Senior Subordinated
Notes (other than an Event of Default specified in Sections 6.01(6) and 6.01(7))
shall have occurred and be continuing, the Trustee or the registered Holders of
not less than 25% in aggregate principal amount of the Senior Subordinated Notes
then outstanding may declare to be immediately due and payable the principal
amount of all the Senior Subordinated Notes then outstanding by written notice
to the Company and the Trustee, plus accrued but unpaid interest to the date of
acceleration. In case an Event of Default specified in Sections 6.01(6) and
6.01(7) shall occur, such amount with respect to all the Senior Subordinated
Notes shall be automatically due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders of the Senior
Subordinated Notes. After any such acceleration, but before a judgment or decree
based on acceleration is obtained by the Trustee, the registered Holders of a
majority in aggregate principal amount of the Senior Subordinated Notes then
outstanding may rescind and annul such acceleration if (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration, (iii) to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal, which has become due otherwise than by such declaration
of acceleration, has been paid, (iv) if the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and all other amounts due to the Trustee under
Section 7.07 and (v) in the event of the cure or waiver of an Event of Default
of the type described in either Section 6.01 (6) or (7), the Trustee shall have
received an Officers' Certificate to the effect that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  In the event of a declaration of acceleration of the Senior
Subordinated Notes because an Event of Default described in Section 6.01(5) has
occurred and is continuing, the declaration of acceleration of the Senior
Subordinated Notes shall be automatically annulled if the payment default or
other default triggering such Event of Default pursuant to Section 6.01(5) shall
be remedied or cured by the Company or a Restricted Subsidiary or waived by the
holders of the relevant Debt within the grace period provided applicable to such
default



                                      -91-

provided for in the documentation governing such Debt and if (a) the annulment
of the acceleration of the Senior Subordinated Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (b) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Senior Subordinated Notes that became due solely because of the acceleration of
the Senior Subordinated Notes, have been cured or waived.

                  Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request or direction of
any of the Holders of the Senior Subordinated Notes, unless such Holders shall
have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the
Holders of a majority in aggregate principal amount of the Senior Subordinated
Notes then outstanding will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Senior Subordinated Notes.

                  No Holder of Senior Subordinated Notes will have any right to
institute any proceeding with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any remedy hereunder, unless:

                  (a)      such Holder has previously given to the Trustee
         written notice of a continuing Event of Default,

                  (b)      the Holders of at least 25% in aggregate principal
         amount of the Senior Subordinated Notes then outstanding have made
         written request and offered reasonable indemnity to the Trustee to
         institute such proceeding as trustee, and

                  (c)      the Trustee shall not have received from the Holders
         of a majority in aggregate principal amount of the Senior Subordinated
         Notes then outstanding a direction inconsistent with such request and
         shall have failed to institute such proceeding, within 60 days after
         such notice, request and offer.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Subordinated Note for enforcement of payment of the
principal of, and premium, if any, or interest on, such Senior Subordinated Note
on or after the respective due dates expressed in such Senior Subordinated Note.

SECTION 6.03.              Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Senior
Subordinated Notes or to enforce the performance of any provision of the Senior
Subordinated Notes or this Indenture and may take any neces-



                                      -92-

sary action requested of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Senior Subordinated Notes or does not produce any of them in
the proceeding. Any such proceeding instituted by the Trustee may be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provisions for the payment of the reasonable compensation,
expenses, disbursements of the Trustee and its counsel, be for the ratable
benefit of the Holders of the Senior Subordinated Notes in respect of which such
judgment has been recovered. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative, to the extent permitted by law. Any costs associated
with actions taken by the Trustee under this Section 6.03 shall be reimbursed to
the Trustee by the Company.

SECTION 6.04.              Waiver of Past Defaults and Events of Default.

                  Provided the Senior Subordinated Notes are not then due and
payable by reason of a declaration of acceleration, the Holders of a majority in
principal amount of Senior Subordinated Notes at the time outstanding may on
behalf of the Holders of all the Senior Subordinated Notes waive any past
Default with respect to such Senior Subordinated Notes and its consequences by
providing written notice thereof to the Company and the Trustee, except a
Default (1) in the payment of interest on or the principal of any Senior
Subordinated Note or (2) in respect of a covenant or provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each outstanding Senior Subordinated Note affected. In the case of any
such waiver, the Company, the Trustee and the Holders of the Senior Subordinated
Notes will be restored to their former positions and rights under this
Indenture, respectively; provided that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

SECTION 6.05.              Control by Majority.

                  The Holders of at least a majority in aggregate principal
amount of the outstanding Senior Subordinated Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
that may involve the Trustee in personal liability, or that the Trustee
determines in good faith may be unduly prejudicial to the rights of Holders of
the Senior Subordinated Notes not joining in the giving of such direction and
may take any other action it deems proper that is not inconsistent with any such
direction received from Holders of the Senior Subordinated Notes.



                                      -93-

SECTION 6.06.              Limitation on Suits.

                  No Holder of Senior Subordinated Notes will have any right to
institute any proceeding with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any remedy hereunder unless:

                  (1)      the Holder gives the Trustee written notice of a
         continuing Event of Default;

                  (2)      the Holders of at least 25% in aggregate principal
         amount of outstanding Senior Subordinated Notes make a written request
         to the Trustee to institute such proceeding or to pursue such remedy as
         trustee;

                  (3)      such Holder or Holders offer the Trustee indemnity
         satisfactory to the Trustee against any costs, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity; and

                  (5)      during such 60-day period, the Holders of at least a
         majority in aggregate principal amount of the outstanding Senior
         Subordinated Notes do not give the Trustee a direction that is
         inconsistent with the request.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Subordinated Note for enforcement of payment of the
principal of, and premium, if any, or interest on, such Senior Subordinated Note
on or after the respective due date expressed in such Senior Subordinated Note.
A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

SECTION 6.07.              No Personal Liability of Directors, Officers,
                           Employees and Stockholders.

                  No director, officer, employee or stockholder of the Company,
or any Subsidiary Guarantor, shall have any liability for any obligations of the
Company, or any Subsidiary Guarantor, under the Senior Subordinated Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Senior Subordinated Notes by
accepting a Senior Subordinated Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Senior
Subordinated Notes. The waiver may not be effective to waive liabilities under
the U.S. federal securities laws.



                                      -94-

SECTION 6.08.              Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Senior Subordinated Note to receive payment of the
principal of or premium, if any, or interest, if any, on such Senior
Subordinated Note or to bring suit for the enforcement of any such payment, on
or after the due date expressed in the Senior Subordinated Notes shall not be
impaired or affected without the consent of the Holder.

SECTION 6.09.              Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any Guarantor (or any other obligor on the Senior
Subordinated Notes) for the whole amount of unpaid principal and accrued
interest remaining unpaid.

SECTION 6.10.              Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company or any Guarantor (or any other
obligor upon the Senior Subordinated Notes), its creditors or its Property and,
unless prohibited by law, shall be entitled and empowered to collect and receive
any monies or other Property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan or reorganization, arrangement, adjustment or composition affecting the
Senior Subordinated Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceedings. All rights of action and claims under this Indenture or the Senior
Subordinated Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Senior Subordinated Notes thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express



                                      -95-

trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been recovered.

SECTION 6.11.              Priorities.

                  If the Trustee collects any money pursuant to this Article
Six, it shall pay out the money in the following order:

                  FIRST:   to the Trustee for amounts due under Section 7.07;

                  SECOND:  to Holders for amounts due and unpaid on the Senior
         Subordinated Notes for principal, premium, if any, and interest
         (including Additional Interest, if any) as to each, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes; and

                  THIRD:   to the Company or, to the extent the Trustee collects
         any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.11.

SECTION 6.12.              Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in principal amount of the Senior Subordinated Notes then outstanding.



                                      -96-

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.              Duties of Trustee.

                  (a)      If an Event of Default actually known to a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.

                  The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Senior Subordinated Notes and this Indenture.

                  (b)      Except during the continuance of an Event of Default:

                  (1)      The Trustee need perform only such duties as are
         specifically set forth in this Indenture and no others.

                  (2)      In the absence of bad faith or willful misconduct on
         its part, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform on
         their face to the requirements of this Indenture (but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         stated therein). Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officers' Certificate, subject to the requirement in the preceding
         sentence, if applicable.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1)      This paragraph does not limit the effect of Section
         7.01(b).



                                      -97-

                  (2)      The Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee, unless it is proved that the Trustee was
         negligent in ascertaining the pertinent facts.

                  (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction of the Holders of a majority in aggregate principal amount of
         the Senior Subordinated Notes received by it pursuant to the terms
         hereof.

                  (4)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its rights, powers or
         duties if it shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity satisfactory to it against such
         risk or liability is not reasonably assured to it.

                  (d)      Whether or not therein expressly so provided,
Sections 7.01(a), (b), (c) and (e) shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (e)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Company
or any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

SECTION 7.02.              Rights of Trustee.

                  Subject to Section 7.01:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably believed by it
         to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 13.05. The Trustee
         shall be protected and shall not be liable for any action it takes or
         omits to take in good faith in reliance on such certificate or opinion.



                                      -98-

                  (3)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed by it with due care.

                  (4)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers; provided that the Trustee's
         conduct does not constitute willful misconduct, negligence or bad
         faith.

                  (5)      The Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel with respect to
         legal matters relating to the Senior Subordinated Notes or this
         Indenture shall be full and complete authorization and protection from
         liability in respect of any action taken, omitted or suffered by it
         hereunder in good faith and in accordance with the advice or opinion of
         such counsel.

                  (6)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other person employed to act hereunder.

                  (7)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books records, and premises of the Company, personally or
         by agent or attorney at the sole cost of the Company and shall incur no
         liability or additional liability of any kind by reason of such inquiry
         or investigation;

                  (8)      the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (9)      the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (10)     the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such



                                      -99-

         time to take specified actions pursuant to this Indenture, which
         Officers' Certificate may be signed by any person authorized to sign an
         Officers' Certificate, including any person specified as so authorized
         in any such certificate previously delivered and not suspended.

SECTION 7.03.              Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Senior Subordinated Notes and may make loans to, accept
deposits from, perform services for or otherwise deal with either of the Company
or any Guarantor, or any Affiliate thereof, with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04.              Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Senior
Subordinated Notes or any Guarantee, it shall not be accountable for the
Company's or any Guarantor's use of the proceeds from the sale of Senior
Subordinated Notes or any money paid to the Company or any Guarantor pursuant to
the terms of this Indenture and it shall not be responsible for any statement in
the Senior Subordinated Notes, Guarantee or this Indenture other than its
certificate of authentication, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Senior
Subordinated Notes and perform its obligations hereunder and that the statements
made by it in any Statement of Eligibility and Qualification on Form T-1 to be
supplied to the Company will be true and accurate subject to the qualifications
set forth therein.

SECTION 7.05.              Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest on any Senior Subordinated Note
(including payments pursuant to a redemption or repurchase of the Senior
Subordinated Notes pursuant to the provisions of this Indenture), the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Holders.

SECTION 7.06.              Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after June
15 of any year, commencing 2003 the Trustee shall mail to each Holder a brief
report dated as of such date that



                                     -100-

complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c) and TIA Section 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
mail:

                  (1)      to all Holders of Senior Subordinated Notes, as the
         names and addresses of such Holders appear on the Registrar's books;
         and

                  (2)      to such Holders of Senior Subordinated Notes as have,
         within the two years preceding such transmission, filed their names and
         addresses with the Trustee for that purpose.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange on which the Senior
Subordinated Notes are listed. The Company shall promptly notify the Trustee
when the Senior Subordinated Notes are listed on any stock exchange or delisted
therefrom.

SECTION 7.07.              Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
Agents from time to time such compensation for their services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as shall be agreed upon in
writing. The Company and the Guarantors shall reimburse the Trustee and Agents
upon request for all reasonable disbursements, expenses and advances incurred or
made by them in connection with the Trustee's duties under this Indenture,
including the reasonable compensation, disbursements and expenses of the
Trustee's agents and external counsel, except any expense disbursement or
advance as may be attributable to its willful misconduct, negligence or bad
faith.

                  The Company and the Guarantors, jointly and severally, shall
fully indemnify each of the Trustee and any predecessor Trustee for, and hold
each of them harmless against, any and all loss, damage, claim, liability or
expense, including without limitation taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or performance of its
duties under this Indenture including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; provided that the failure by the Trustee or Agent
to so notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually preju-



                                     -101-

diced thereby. In the event that a conflict of interest exists, the Trustee may
have separate counsel, which counsel must be reasonably acceptable to the
Company and the Company shall pay the reasonable fees and expenses of such
counsel.

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability to have been incurred by the Trustee through its own willful
misconduct, negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Senior Subordinated Notes on all money or Property held or collected by the
Trustee except for Escrowed Property and such money or Property held in trust to
pay principal of and interest on particular Senior Subordinated Notes.

                  The obligations of the Company and the Guarantors under this
Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive
the resignation or removal of the Trustee and the satisfaction, discharge or
other termination of this Indenture, including any termination or rejection
hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08.              Replacement of Trustee.

                  The Trustee shall comply with Section 313(b) of the TIA, to
the extent applicable.

                  The Trustee may resign by so notifying the Company and the
Guarantors in writing no later than 15 Business Days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
outstanding Senior Subordinated Notes may remove the Trustee by notifying the
Company and the removed Trustee in writing and may appoint a successor Trustee
with the Company's written consent, which consent shall not be unreasonably
withheld. The Company may remove the Trustee at its election if:

                  (1)      the Trustee fails to comply with Section 7.10 or
         Section 310 of the TIA;



                                     -102-

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief entered with respect to the Trustee under
         Bankruptcy Law;

                  (3)      a receiver or other public officer takes charge of
         the Trustee or its Property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, the Guarantors or the Holders of a majority in principal amount of the
outstanding Senior Subordinated Notes may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Guarantors.
Immediately following such delivery, the retiring Trustee shall, subject to its
rights under Section 7.07, transfer all Property held by it as Trustee to the
successor Trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.              Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10.              Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The
Trustee (together with its corporate parent)



                                     -103-

shall have a combined capital and surplus of at least $50 million as set forth
in the most recent applicable published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1).

SECTION 7.11.              Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311 (b). A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 7.12.              Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A)      that it will hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Senior Subordinated Notes (whether such sums have been paid to it by
         the Company or by any obligor on the Senior Subordinated Notes) in
         trust for the benefit of Holders of the Senior Subordinated Notes or
         the Trustee;

                  (B)      that it will at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (C)      that it will give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Senior Subordinated Notes) in the payment of any
         installment of the principal of, premium, if any, or interest on, the
         Senior Subordinated Notes when the same shall be due and payable.

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.              Without Consent of Holders.

                  (a)      The Company and the Trustee may modify and amend this
Indenture or any Security Document without the consent of any Holder (including
entering into the Security Documents upon the date of Release), for any of the
following purposes:



                                     -104-

                  (i)      to cure any ambiguity, omission, defect or
         inconsistency in this Indenture or any Security Document;

                  (ii)     to comply with Section 5.01;

                  (iii)    to provide for uncertificated Senior Subordinated
         Notes, in addition to or in place of certificated Senior Subordinated
         Notes;

                  (iv)     to add additional Guarantees with respect to the
         Senior Subordinated Notes;

                  (v)      to secure the Senior Subordinated Notes under this
         Indenture;

                  (vi)     to add to the covenants of the Company for the
         benefit of the Holders of the Senior Subordinated Notes or to surrender
         any right or power conferred upon the Company;

                  (vii)    to make any change that does not adversely affect the
         rights of any Holder of the Senior Subordinated Notes;

                  (viii)   to comply with any requirement of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act;

                  (ix)     to provide for the issuance of Additional Senior
         Subordinated Notes in accordance with this Indenture, including the
         issuance of Additional Senior Subordinated Notes as restricted
         securities under the Securities Act and substantially identical
         Additional Senior Subordinated Notes pursuant to an exchange offer
         registered with the Commission; or

                  (x)      to evidence and provide the acceptance of the
         appointment of a successor Trustee under Section 7.09.

                  (b)      On the date of the Release, RHD, the Guarantors and
Trustee (without notice to or the consent of any Holder) shall enter into the
supplemental indenture attached as Exhibit B to the Escrow Agreement (the
"Release Date Supplemental Indenture"), pursuant to which RHD will assume the
obligations of Finance Corp. hereunder, and the Guarantors shall each execute
the notation of guarantee in the form of Exhibit F and deliver the same to the
Trustee.

SECTION 8.02.              With Consent of Holders.

                  (a)      This Indenture may be amended with the consent of the
registered Holders of a majority in aggregate principal amount of the Senior
Subordinated Notes then



                                     -105-

outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Senior Subordinated Notes) and any past default or
compliance with any provisions may also be waived (except a default in the
payment of principal, premium or interest and Section 8.01) with the consent of
the registered Holders of at least a majority in aggregate principal amount of
the Senior Subordinated Notes then outstanding.

                  (b)      However, without the consent of each Holder of an
outstanding Senior Subordinated Note, no amendment may,

                  (1)      reduce the amount of Senior Subordinated Notes whose
         holders must consent to an amendment, supplement or waiver,

                  (2)      reduce the rate of or change the time for payment of
         interest on any Senior Subordinated Note,

                  (3)      reduce the principal of or change the Stated Maturity
         of any Senior Subordinated Note,

                  (4)      make any Senior Subordinated Note payable in money
         other than that stated in the Senior Subordinated Note,

                  (5)      impair the right of any Holder of the Senior
         Subordinated Notes to receive payment of principal of and interest on
         such Holder's Senior Subordinated Notes on or after the due dates
         therefor or to institute suit for the enforcement of any payment on or
         with respect to such Holder's Senior Subordinated Notes, the Parent
         Guarantee or the Subsidiary Guarantees,

                  (6)      (A) release Parent or any Subsidiary Guarantor from
         its obligations under the Parent Guarantee or its Subsidiary Guarantee,
         as the case may be, or this Indenture other than pursuant to the terms
         of this Indenture, or (B) release any security interest that may have
         been granted in favor of the Holders of the Senior Subordinated Notes
         pursuant to Section 4.11 other than pursuant to the terms of this
         Indenture,

                  (7)      modify the provisions of Section 4.08 or the related
         definitions at any time on or after the Company is obligated to make a
         Change of Control Offer,

                  (8)      prior to the Release, release or modify in any
         respect the Lien of the Trustee on the Escrowed Property, or

                  (9)      waive a default in the payment of principal of or
         premium, if any, or interest, if any, on the Senior Subordinated Notes
         (except as set forth under Section 6.01).



                                     -106-

                  (c)      The consent of the Holders of the Senior Subordinated
Notes shall not be necessary to approve the particular form of any proposed
amendment. It shall be sufficient if such consent approves the substance of the
proposed amendment.

                  (d)      After an amendment that requires the consent of the
Holders of Senior Subordinated Notes becomes effective, the Company shall mail
to each registered Holder of the Senior Subordinated Notes at such holder's
address appearing in the security register a notice briefly describing such
amendment. However, the failure to give such notice to all Holders of the Senior
Subordinated Notes, or any defect therein, shall not impair or affect the
validity of the amendment.

                  (e)      Upon the written request of the Company accompanied
by a board resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

SECTION 8.03.              Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Senior
Subordinated Notes shall comply with the TIA as then in effect.

SECTION 8.04.              Revocation and Effect of Consents.

                  (a)      After an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Senior Subordinated
Note is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Senior Subordinated Note or portion thereof, and
of any Senior Subordinated Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Senior Subordinated Note.

                  (b)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date unless the consent of the requisite number
of Holders has been obtained.



                                      -107-

SECTION 8.05.              Notation on or Exchange of Senior Subordinated Notes.

                  If an amendment, supplement or waiver changes the terms of a
Senior Subordinated Note, the Trustee (in accordance with the specific written
direction of the Company) shall request the Holder of the Senior Subordinated
Note (in accordance with the specific written direction of the Company) to
deliver it to the Trustee. In such case, the Trustee shall place an appropriate
notation on the Senior Subordinated Note about the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Senior Subordinated Note shall issue, the Guarantors
shall endorse and the Trustee shall authenticate a new Senior Subordinated Note
that reflects the changed terms. Failure to make the appropriate notation or
issue a new Senior Subordinated Note shall not affect the validity and effect of
such amendment, supplement or waiver.

SECTION 8.06.              Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 13.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance with its terms
(subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.              Discharge of Liability on Senior Subordinated Notes;
                           Defeasance.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Senior Subordinated Notes, and related
guarantees, issued hereunder when:

                  (i)      either (x) all Senior Subordinated Notes that have
         been authenticated, except lost, stolen or destroyed Senior
         Subordinated Notes that have been replaced or paid and Senior
         Subordinated Notes for whose payment money has been deposited in



                                      -108-

         trust and thereafter repaid to the Company, have been delivered to the
         Trustee for cancellation; or (y) all Senior Subordinated Notes that
         have not been delivered to the Trustee for cancellation have become due
         and payable by reason of the mailing of a notice of redemption or
         otherwise or will become due and payable within one year and the
         Company, Parent or any Subsidiary Guarantor has irrevocably deposited
         or caused to be deposited with the Trustee as trust funds in trust
         solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Obligations, or a combination of cash in U.S.
         dollars and non-callable Government Obligations, in amounts as will be
         sufficient without consideration of any reinvestment of interest, to
         pay and discharge the entire indebtedness on the Senior Subordinated
         Notes not delivered to the Trustee for cancellation for principal,
         premium, if any, and accrued interest to the date of maturity or
         redemption;

                  (ii)     no Default or Event of Default has occurred and is
         continuing on the date of the deposit;

                  (iii)    the Company, Parent or the Subsidiary Guarantor has
         paid or caused to be paid all sums payable by it under this Indenture;
         and

                  (iv)     the Company has delivered irrevocable instructions to
         the trustee under this Indenture to apply the deposited money toward
         the payment of the Senior Subordinated Notes at maturity or the
         redemption date, as the case may be.

                  In addition, the Company shall deliver an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent to
satisfaction and discharge have been satisfied and at the cost and expense of
the Company.

                  (b)      Subject to Sections 9.01(c) and 9.02, the Company
may, at its option and at any time, elect to terminate some or all of its
obligations and the obligations of the Guarantors under the outstanding Senior
Subordinated Notes and this Indenture (hereinafter, "Legal Defeasance") except
for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the
TIA. At any time, the Company may terminate its obligations (i) under Sections
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 (ii)
under Sections 6.01(5), (6), (7), (8) (with respect to Significant Subsidiaries)
or (9) and (iii) under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6) on a date
the conditions set forth in Section 9.02 are satisfied (hereinafter, "Covenant
Defeasance") and thereafter, any omission to comply with any covenant referred
to in clause (ii) above will not constitute a Default or Event of Default with
respect to the Senior Subordinated Notes. The Company may exercise its Legal
Defeasance option notwithstanding its prior exercise of its Covenant Defeasance
option.

                  (c)      If the Company exercises its Legal Defeasance option,
payment of the Senior Subordinated Notes may not be accelerated because of an
Event of Default with re-



                                      -109-

spect thereto. If the Company exercises its Covenant Defeasance option, payment
of the Senior Subordinated Notes may not be accelerated because of an Event of
Default as described in Section 6.01(3) (insofar as such Event of Default
applies to obligations under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6)),
under Section 6.01(4) (insofar as such Event of Default applies to obligations
under Sections 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17), under
Sections 6.01(5), (6), (7) (in the case of Sections 6.01 (6) and (7), with
respect to Significant Subsidiaries only) or under Section 6.01(8) or the
failure of the Company to comply with Section 5.01(b)(5) or (c)(5). If the
Company exercises its Legal Defeasance option, each Guarantor, if any, shall be
released from all its obligations under its Guarantee, and the Trustee shall
execute a release of such Subsidiary Guarantee. If the Company exercises its
Covenant Defeasance option, each Guarantor, if any, shall be released from its
obligations under its Guarantee to the extent that the Company is released from
its obligations under this Indenture.

                  (d)      Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.

                  (e)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08,7.07, 9.05, 9.06 and
9.08 shall survive until such time as the Senior Subordinated Notes have been
paid in full. Thereafter, the Company's obligations in Sections 7.07, 9.05 and
9.06 shall survive.

SECTION 9.02.              Conditions to Defeasance.

                  The Legal Defeasance option or the Covenant Defeasance option,
in Section 9.01, may be exercised only if:

         (a)      the Company irrevocably deposits in trust with the Trustee
                  money or Government Obligations, or a combination thereof, for
                  the payment of principal of and interest on the Senior
                  Subordinated Notes to maturity or redemption, as the case may
                  be;

         (b)      the Company delivers to the Trustee a certificate from an
                  internationally recognized firm of independent certified
                  public accountants expressing their opinion that the payments
                  of principal, premium, if any, and interest when due and
                  without reinvestment on the deposited Government Obligations
                  plus any deposited money without investment will provide cash
                  at such times and in such amounts as will be sufficient to pay
                  principal, premium, if any, and interest when due on all the
                  Senior Subordinated Notes to maturity or redemption, as the
                  case may be;



                                      -110-

         (c)      123 days pass after the deposit is made and during the 123-day
                  period no Default described in Section 6.01(7) occurs with
                  respect to the Company or any other Person making such deposit
                  which is continuing at the end of the period;

         (d)      no Default or Event of Default has occurred and is continuing
                  on the date of such deposit and after giving effect thereto;

         (e)      such deposit does not constitute a default under any other
                  material agreement or instrument binding on the Company;

         (f)      the Company delivers to the Trustee an Opinion of Counsel to
                  the effect that the trust resulting from the deposit does not
                  constitute, or is qualified as, a regulated investment company
                  under the Investment Company Act of 1940;

         (g)      in the case of an election of Legal Defeasance under Section
                  9.01, the Company delivers to the Trustee an Opinion of
                  Counsel stating that:

                           (1)      the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling; or

                           (2)      since the date of this Indenture there has
                  been a change in the applicable U.S. federal income tax law,

         to the effect, in either case, that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders of the Senior Subordinated
         Notes will not recognize income, gain or loss for U.S. federal income
         tax purposes as a result of such Legal Defeasance election and will be
         subject to U.S. federal income tax on the same amounts, in the same
         manner and at the same time as would have been the case if such
         election has not occurred;

         (h)      in the case of an election of Covenant Defeasance under
                  Section 9.01, the Company delivers to the Trustee an Opinion
                  of Counsel to the effect that the Holders of the Senior
                  Subordinated Notes will not recognize income, gain or loss for
                  U.S. federal income tax purposes as a result of such Covenant
                  Defeasance and will be subject to U.S. federal income tax on
                  the same amounts, in the same manner and at the same times as
                  would have been the case if such election had not occurred;
                  and

         (i)      the Company delivers to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that all conditions
                  precedent to an election under 9.01 have been complied with as
                  required by this Indenture.



                                      -111-

SECTION  9.03.             Deposited Money and Government Obligations To Be
                           Held in Trust; Other Miscellaneous Provisions.

                  All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Senior Subordinated Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Senior Subordinated Notes
and this Indenture, to the payment, either directly or through any Paying Agent,
to the Holders of such Senior Subordinated Notes, of all sums due and to become
due thereon in respect of principal, premium, if any, and accrued interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company and the Guarantors shall (on a joint and several
basis) pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 9.02(a) or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Senior Subordinated Notes.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a request
of the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.04.              Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and each Guarantor's obligations under this Indenture, the Senior
Subordinated Notes and the Guarantees shall be revived and reinstated as though
no deposit had occurred pursuant to this Article Nine until such time as the
Trustee or Paying Agent is permitted to apply all such money or Government
Obligations in accordance with Section 9.01; provided that if the Company or the
Guarantors have made any payment of principal of, premium, if any, or accrued
interest on any Senior Subordinated Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Senior Subordinated Notes to
receive such payment from the money or Government Obligations held by the
Trustee or Paying Agent.



                                      -112-

SECTION 9.05.              Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.06.              Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of or premium, if any, or interest on any Senior Subordinated Note
that are not applied but remain unclaimed by the Holder of such Senior
Subordinated Note for two years after the date upon which the principal of or
premium, if any, or interest on such Senior Subordinated Note shall have
respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon a request of the Company, or if such moneys
are then held by the Company or the Guarantors in trust, such moneys shall be
released from such trust; and the Holder of such Senior Subordinated Note
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantors for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided that the Trustee or any such Paying Agent,
before being required to make any such repayment, may, at the expense of the
Company and the Guarantors, either mail to each Holder affected, at the address
shown in the register of the Senior Subordinated Notes maintained by the
Registrar pursuant to Section 2.04, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the Guarantors or the
release of any money held in trust by the Company or any Guarantors, as the case
may be, Holders entitled to the money must look only to the Company and the
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.



                                      -113-

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.             Guarantee.

                  Prior to the Release, the Senior Subordinated Notes will not
be guaranteed. From and after the Merger and Release and subject to the
provisions of this Article Ten, Parent (the "Parent Guarantee") and Subsidiary
Guarantors, by execution of the Release Date Supplemental Indenture, fully and
unconditionally, jointly and severally, on an unsecured senior subordinated
basis, guarantee to each Holder (i) the due and punctual payment of the
principal of and interest on each Senior Subordinated Note, when and as the same
shall become due and payable, whether at maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal of and
interest on the Senior Subordinated Notes, to the extent lawful, and the due and
punctual payment of all other obligations and due and punctual performance of
all obligations of the Company to the Holders or the Trustee all in accordance
with the terms of such Senior Subordinated Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Senior Subordinated Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at stated maturity, by
acceleration or otherwise. From and after the Merger and Release, each
Guarantor, by execution of the Release Date Supplemental Indenture, agrees that
its obligations hereunder shall be absolute and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
any such Senior Subordinated Note or this Indenture, any failure to enforce the
provisions of any such Senior Subordinated Note, this Indenture or the
Registration Rights Agreement, any waiver, modification or indulgence granted to
the Company with respect thereto by the Holder of such Senior Subordinated Note,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

                  Each Guarantor hereby waives diligence, presentment, demand
for payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Senior Subordinated Note or the Debt
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged as to any such Senior Subordinated Note except by payment
in full of the principal thereof and interest thereon. Each Guarantor hereby
agrees that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed



                                      -114-

hereby, and (ii) in the event of any declaration of acceleration of such
obligations as provided in Article Six, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the
purpose of this Guarantee.

                  The Subsidiary Guarantee of any Subsidiary Guarantor may be
released pursuant to Section 4.19 or Section 10.03.

                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of any Holder under the Guarantees.

SECTION 10.02.             Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees, on the date of the Release, that a notation of
such Guarantee, substantially in the form included in Exhibit F hereto, shall be
endorsed on each Senior Subordinated Note authenticated and delivered by the
Trustee on the date of the Release and such Guarantee shall be executed by
either manual or facsimile signature of an Officer or an Officer of a general
partner, as the case may be, of each Guarantor. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Senior Subordinated Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 shall be in full force and effect notwithstanding any
failure to endorse on each Senior Subordinated Note a notation of such
Guarantee.

                  If an Officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Senior Subordinated Note on which such Guarantee is endorsed
or at any time thereafter, such Guarantor's Guarantee of such Senior
Subordinated Note shall be valid nevertheless.

                  The delivery of any Senior Subordinated Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of any
Guarantee set forth in this Indenture on behalf of the Guarantor.

SECTION 10.03.             Release of Guarantors.

                  The Guarantee of any Guarantor will be automatically and
unconditionally released and discharged upon any of the following:

         (A)      in connection with the sale of (A) that number of shares of
                  Capital Stock of such Subsidiary Guarantor such that such
                  Subsidiary Guarantor is no longer a Subsidiary of the Company
                  or another Restricted Subsidiary or (B) all or sub-



                                      -115-

                  stantially all of the assets of such Subsidiary Guarantor to a
                  Person that is not the Company, Parent or another Restricted
                  Subsidiary of the Company; provided that such sale complies
                  with Section 4.12;

         (B)      the designation of such Guarantor as an Unrestricted
                  Subsidiary in accordance with the provisions of this
                  Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

                  In addition, in the event a Subsidiary becomes a Subsidiary
Guarantor solely because it Guarantees other Debt, then upon the full and
unconditional release of the Guarantee of such other Debt (provided that the
Trustee is given 90 days written notice of such other release) such Subsidiary
Guarantee of such Subsidiary Guarantor shall also be released.

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Senior
Subordinated Notes and under this Article Ten.

SECTION 10.04.             Waiver of Subrogation.

                  Until all the obligations under the Senior Subordinated Notes
and the Guarantees are satisfied in full, each Guarantor hereby irrevocably
waives any claim or other rights which it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of such Guarantor's obligations under its Guarantee and this Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder of Senior Subordinated Notes against the Company, whether
or not such claim, remedy or right arises in equity, or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Company, directly or indirectly, in cash or other Property or by set-off or
in any other manner, payment or Senior Subordinated Note on account of such
claim or other rights. If any amount shall be paid to any Guarantor in violation
of the preceding sentence and the Senior Subordinated Notes shall not have been
paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Senior Subordinated Notes, and shall forthwith be paid to the Trustee for
the benefit of such Holders to be credited and applied upon the Senior
Subordinated Notes, whether matured or unmatured, in accordance with the terms
of this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from



                                     -116-

the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.04 is knowingly made in contemplation of
such benefits.

SECTION 10.05.             Notice to Trustee.

                  The Company or any Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Guarantor which
would prohibit the making of any payment to or by the Trustee at its Corporate
Trust Office in respect of the Guarantees. Notwithstanding the provisions of
this Article Ten or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantees, unless
and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice referred to in
this Section 10.05 at least one Business Day prior to the date upon which by the
terms hereof any such payment may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Senior Subordinated Note), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it less than one Business Day prior to such
date.

SECTION 10.06.             Subordination of Guarantee.

                  The obligations of each Guarantor under its Guarantee pursuant
to this Article Ten shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Senior Subordinated Notes are junior and
subordinated to the Senior Debt of the Company. For the purposes of the
foregoing sentence, and notwithstanding anything to the contrary contained
herein, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors (or any Persons acting on their behalf)
only at such times as they may receive and/or retain payments in respect of the
Senior Subordinated Notes pursuant to this Indenture, including Article Twelve,
and the Holders of Senior Debt shall have the same rights and remedies provided
for in Article Twelve.



                                      -117-

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01.             Security Documents.

                  The due and punctual payment of the principal of and interest
on the Senior Subordinated Notes when and as the same shall be due and payable,
whether on an Interest Payment Date, at maturity, by acceleration, repurchase,
redemption, special redemption or otherwise, and interest on the overdue
principal of and interest on the Senior Subordinated Notes and performance of
all other obligations of the Company and the Guarantors to the Holders or the
Trustee under this Indenture and the Senior Subordinated Notes, according to the
terms hereunder or thereunder, shall be secured as provided in the Security
Documents. Each Holder, by its acceptance of the Senior Subordinated Notes,
consents and agrees to the terms of the Security Documents (including, without
limitation, the provisions providing for foreclosure and release of Collateral)
as the same may be in effect or may be amended from time to time in accordance
with their terms. The Company shall deliver to the Trustee copies of all
documents delivered to the Securities Intermediary pursuant to the Security
Documents, and shall do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of the Security
Documents, to assure and confirm to the Trustee the security interest in the
Collateral contemplated hereby, by the Security Documents or any part thereof,
as from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Senior Subordinated Notes
secured thereby, according to the intent and purposes herein and therein
expressed. The Company shall take, any and all actions reasonably required to
cause the Security Documents to create and maintain, as security for the
obligations of the Company hereunder, a valid and enforceable perfected lien on
and security interest in all the Collateral, in favor of the Securities
Intermediary for the benefit of the Holders and other Persons for whose benefit
the Securities Intermediary or Trustee, as applicable, acts pursuant to the
Security Documents.

SECTION 11.02.             Recording and Opinions.

                  (a)      The Company shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Lien on and
security interest in the Collateral granted by the Security Documents. For the
avoidance of doubt, no Lien (other than that of the Trustee on behalf of the
Holders) shall be permitted to exist on the Collateral. The Company shall from
time to time promptly pay all financing, continuation statement and mortgage
recording, registration and/or filing fees, charges and taxes relating to this
Indenture and the Security Documents, any amendments thereto and any other
instruments of further assurance required hereunder or pursuant to the Security
Documents. The Trustee shall have no obligation to, nor shall it be responsible
for any failure to, so register, file or record.



                                      -118-

                  (b)      The Company shall at all times comply with the
provisions of TIA Section. 314(b), whether or not the TIA is then applicable to
the obligations of the Company and, if applicable, the Guarantors under this
Indenture.

SECTION 11.03.             Release of Collateral.

                  (a)      Collateral may (and, as applicable, shall) be
released or substituted only in accordance with the terms of the Security
Documents.

                  (b)      The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents.

SECTION 11.04.             Certificates of the Company.

                  To the extent applicable, the Company shall comply with TIA
Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of Property or securities from the lien and security interest of the
Security Documents and relating to the substitution therefor of any Property or
securities to be subjected to the lien and security interest of the Security
Documents. Any certificate or opinion required by TIA Section 314(d) may be made
by an Officer of the Company except in cases where TIA Section 314(d) requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected or approved
by the Collateral Agent in the exercise of reasonable care.

SECTION 11.05.             Authorization of Actions To Be Taken by the Trustee
                           Under the Security Documents.

                  Subject to the provisions of Sections 7.01 and 7.02 hereof,
the Trustee shall and without the consent of the Holders of Senior Subordinated
Notes, direct, on behalf of the Holders of Senior Subordinated Notes, the
Securities Intermediary to take all actions it deems necessary or appropriate in
order to (a) enforce any of the terms of the Security Documents and (b) collect
and receive any and all amounts payable in respect of the obligations of the
Company hereunder. The Trustee shall have power to institute and maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders or to the Trustee).



                                      -119-

SECTION 11.06.             Authorization of Receipt of Funds by the Trustee
                           Under the Security Documents.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture and the Security Documents.

SECTION 11.07.             Termination of Security Interest.

                  Upon the consummation of (x) the Merger and Release or (y) the
Special Mandatory Redemption, or upon Legal Defeasance, the Trustee shall, at
the request of the Company, deliver a certificate to the Securities Intermediary
stating that such obligations have been paid in full.

                                 ARTICLE TWELVE

                                 SUBORDINATION

SECTION 12.01.             Senior Subordinated Notes Subordinated to Senior
                           Debt.

                  Prior to the Merger and Release, the Senior Subordinated Notes
shall be senior obligations of the Company secured only by the Escrowed
Property. From and after the Merger and Release, the Debt evidenced by the
Senior Subordinated Notes, the Parent Guarantee and the Subsidiary Guarantees
will be senior subordinated unsecured obligations of the Company, Parent and the
Subsidiary Guarantors, as the case may be. The Senior Subordinated Notes shall
in all respects rank pari passu with all other senior subordinated debt of the
Company. The terms of the subordination provisions described in this Article
Twelve with respect to the Company's obligations under the Senior Subordinated
Notes apply equally to Parent and each Subsidiary Guarantor and the Obligations
of Parent and such Subsidiary Guarantors under their respective Guarantees.

                  Except for the first sentence in the immediately preceding
paragraph, anything herein to the contrary notwithstanding, the Company, for
itself and its successors, and each Holder agrees that the payment of all
Obligations owing on, or relating to, the Senior Subordinated Notes to the
Holders is subordinated, to the extent and in the manner provided in this
Article Twelve, to the prior payment in full in cash or Temporary Cash
Investments (or any other consideration acceptable to the holders of Senior
Debt) of all Obligations on Senior Debt (including all Obligations with respect
to the Credit Facility), whether outstanding on the Issue Date or thereafter
Incurred. Notwithstanding the provisions of this Article Twelve, payments and
distributions made relating to the Notes pursuant to a trust fund established
un-



                                      -120-

der Section 9.05 pursuant to the terms of Article Nine (so long as all of the
applicable conditions contained in Article Nine were satisfied at the time of
such payment) shall not be subordinated to Senior Debt under this Article
Twelve.

                  This Article Twelve shall constitute a continuing benefit to
all Persons who become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of Senior Debt and such
holders are made obligees hereunder and any one or more of them may enforce such
provisions.

SECTION 12.02.             Suspension of Payment When Senior Debt Is in Default.

                  (a)      If any Payment Default occurs with respect to any
Designated Senior Debt (including upon any acceleration of the maturity thereof
and, without limitation, guarantees of the foregoing items which constitute such
Senior Debt) and is continuing, then the Company shall not be permitted to pay
principal of, premium, if any, or interest (or other amounts) on the Senior
Subordinated Notes or make any further deposit pursuant to Section 9.02 and may
not repurchase, redeem or otherwise retire for value or make any payment of any
kind with respect to any Senior Subordinated Notes (collectively, "pay the
Senior Subordinated Notes") if: payment or distribution of any kind or character
shall be made by or on behalf of the Company or any other Person on its or their
behalf with respect to any Obligations owing on, or relating to, the Senior
Subordinated Notes or to acquire any of the Senior Subordinated Notes for cash
or Property or otherwise prior to such Payment Default (and all other Payment
Defaults) shall have been cured or waived in accordance with the terms of the
documentation governing the respective Designated Senior Debt or ceased to exist
or all Designated Senior Debt with respect to which any Payment Default has
occurred and is continuing shall have been discharged or paid in full in cash or
Temporary Cash Investments.

                  (b)      If any event of default (other than a Payment
Default) occurs and is continuing with respect to any Designated Senior Debt (as
such event of default is defined in the instrument creating or evidencing such
Designated Senior Debt) permitting the holders of such Designated Senior Debt
then outstanding to accelerate the maturity thereof (a "Non-payment Default"),
and if the Representative for the respective issue of Designated Senior Debt
gives notice of the event of default to the Trustee stating that such notice is
a payment blockage notice (a "Payment Blockage Notice"), then during the period
(the "Payment Blockage Period") beginning upon the delivery of such Payment
Blockage Notice and ending on the earliest of (x) the date on which such
Non-payment Default is cured or waived or will have ceased to exist (so long as
no other Non-payment Default exists), (y) 180 days after the date on which the
applicable Payment Blockage Notice is received, and (z) the date on which the
Trustee receives notice thereof from the Representative for the respective issue
of Designated Senior Debt terminating the Payment Blockage Period, neither the
Company nor any other Person on its behalf shall (i) pay the Senior Subordinated
Notes or (ii) acquire any of the



                                      -121-

Notes for cash or Property or otherwise. Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days
from the date the applicable Payment Blockage Notice is received by the Trustee
and (y) only one such Payment Blockage Period may be commenced within any 360
consecutive days. For all purposes of this Section 12.02(b), no known default
(other than a payment default) which existed or was continuing on the date of
the commencement of any Payment Blockage Notice (whether or not such event of
default is in the same issue of Designated Senior Debt) with respect to the
Designated Senior Debt shall be, or be made, the basis for the commencement of a
any other Payment Blockage Period by the Representative of such Designated
Senior Debt whether or not within a period of 360 consecutive days, unless such
event of default shall have been cured or waived or will have ceased to exist
for a period of not less than 90 consecutive days subsequent to the commencement
of such initial Payment Blockage Notice (it being acknowledged that any
subsequent action, or any breach of any financial covenants for a period ending
after the date of commencement of such Payment Blockage Period that, in either
case, would give rise to an event of default pursuant to any provisions under
which an event of default previously existed or was continuing shall constitute
a new event of default for this purpose).

                  (c)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 12.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

                  Nothing contained in this Article Twelve shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Senior Subordinated Notes and all other Obligations owing under the Senior
Subordinated Notes pursuant to Article Six or to pursue any rights or remedies
hereunder (subject to the rights, if any, under this Article Twelve, of the
holders of Senior Debt in respect of cash, Property or securities of the Company
received upon the exercise of any such remedy); provided that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or
Temporary Cash Investments before the Holders are entitled to receive any
payment of any kind or character with respect to Obligations owing on, or with
respect to, the Senior Subordinated Notes.



                                      -122-

SECTION 12.03.             Obligations Subordinated to Prior Payment of All
                           Senior Debt on Dissolution, Liquidation or
                           Reorganization of Company.

                  (a)      Upon any payment or distribution of assets of either
the Company or any Subsidiary Guarantor or its Property of any kind or
character, whether in cash, Property or securities, to creditors upon any total
or partial liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Company, Parent or any
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Company or its assets,
whether voluntary or involuntary, all Obligations in respect of Senior Debt due
or to become due shall first be paid in full in cash, Temporary Cash Investments
or any other consideration acceptable to the holders of Senior Debt (including
interest after the commencement of any bankruptcy or other like proceeding at
the rate specified in the applicable Senior Debt whether or not such interest is
an allowed claim in any such proceeding), before any payment or distribution of
any kind or character is made on account of any Obligations on, or with respect
to, the Senior Subordinated Notes or for the acquisition of any of the Senior
Subordinated Notes for cash or Property or otherwise. Upon any such dissolution,
winding-up, liquidation, reorganization, receivership or similar proceeding, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, to which the Holders or the Trustee
would be entitled, except for the provisions hereof, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders or by the
Trustee if received by it, directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Temporary Cash Investments after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Senior
Debt.

                  (b)      To the extent any payment of Senior Debt (whether by
or on behalf of the Company, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.



                                      -123-

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding paragraph) of the Company's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or Temporary Cash Investments, shall have
no force or effect for purposes of the subordination provisions contained in
this Article Twelve, with any turnover of payments as otherwise calculated
pursuant to this Article Twelve to be made as if no such diminution had
occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 12.03,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Temporary Cash Investments, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Debt.

SECTION 12.04.             Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 12.02 and 12.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Obligations owing under the
Senior Subordinated Notes, or from depositing with the Trustee any monies for
such payments, or (ii) in the absence of actual knowledge by the Trustee that a
given payment would be prohibited by Section 12.02 or 12.03, the application by
the Trustee of any monies deposited with it for the purpose of making such
payments of principal of, and interest on, the Obligations owing under the
Senior Subordinated Notes to the Holders entitled thereto unless at least one
Business Day prior to the date upon which such payment would otherwise become
due and payable the Trustee shall have actually received the written notice
provided for in Section 12.13, in the first sentence of Section 12.02(b) or in
the last sentence of this Section 12.04 (provided that, notwithstanding the
foregoing, the Holders receiving any payments made in contravention of Sections
12.02 and/or 12.03 (and such payments) shall otherwise be subject to the
provisions of Sections 12.02 and 12.03). The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company, although any delay or failure to give any such
notice shall have no effect on the subordination provisions contained herein.



                                      -124-

SECTION 12.05.             Holders To Be Subrogated to Rights of Holders of
                           Senior Debt.

                  Subject to the payment in full in cash or Temporary Cash
Investments of all Senior Debt, the Holders shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash,
Property or securities of the Company applicable to the Senior Debt until the
Obligations owing under the Senior Subordinated Notes shall be paid in full;
and, for the purposes of such subrogation, no such payments or distributions to
the holders of the Senior Debt by or on behalf of the Company, or by or on
behalf of the Holders by virtue of this Article Twelve, which otherwise would
have been made to the Holders shall, as between the Company and the Holders, be
deemed to be a payment by the Company to or on account of the Senior Debt, it
being understood that the provisions of this Article Twelve are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the holders of Senior Debt, on the other hand.

SECTION 12.06.             Obligations of the Company Unconditional.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, and the Holders, the Obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on the Obligations owing under the Senior
Subordinated Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of
Senior Debt, nor shall anything herein or therein prevent any Holder or the
Trustee on its behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Twelve, of the holders of Senior Debt in respect of cash,
Property or securities of the Company received upon the exercise of any such
remedy.

SECTION 12.07.             Reliance on Judicial Order or Certificate of
                           Liquidating Agent.

                  Whenever a distribution is to be made or a notice given to
holders of Designated Senior Debt, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Twelve, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any insolvency, bankruptcy, receivership, dissolution,
winding-up, liquidation, reorganization or similar case or proceeding is
pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or the
Holders, for the purpose of ascertaining the Persons entitled to



                                      -125-

participate in such payment or distribution, the holders of the Senior Debt and
other Debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Twelve. Nothing in this Article Twelve shall apply to the claims
of, or payments to, the Trustee in its capacity as such under or pursuant to
Section 7.07. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Senior Debt (or a trustee on behalf of, or other representative of, such holder)
to establish that such notice has been given by a holder of such Senior Debt or
a trustee or representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Twelve, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Twelve, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 12.08.             Subordination Rights Not Impaired by Acts or
                           Omissions of the Company or Holders of Senior Debt.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt or Senior Debt of any Guarantor
("Guarantor Senior Debt") may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article Twelve or the obligations hereunder
of the Holders to the holders of the Senior Debt or Guarantor Senior Debt, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Debt or
Guarantor Senior Debt, or otherwise amend or supplement in any manner Senior
Debt or Guarantor Senior Debt, or any instrument evidencing the same or any
agreement under which Senior Debt or Guarantor Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any Property pledged, mortgaged
or other-



                                     -126-

wise securing Senior Debt or Guarantor Senior Debt; (iii) release any Person
liable in any manner for the payment or collection of Senior Debt or Guarantor
Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Company and any other Person.

SECTION 12.09.             Holders Authorize Trustee To Effectuate Subordination
                           of Obligations.

                  Each Holder authorizes and expressly directs the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate,
as between the holders of Senior Debt and the Holders, the subordination
provided in this Article Twelve, and appoints the Trustee its attorney-in-fact
for such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of the Company, the filing of a claim for the unpaid balance of its
Obligations owing under the Senior Subordinated Notes and accrued interest in
the form required in those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative shall have the right to file and are or is hereby
authorized to file an appropriate claim for and on behalf of the Holders.
Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Debt or their Representative to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owing under the Senior
Subordinated Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Debt or their Representative to vote in respect
of the claim of any Holder in any such proceeding.

SECTION 12.10.             This Article Twelve Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Obligations owing under the Senior Subordinated Notes by reason
of any provision of this Article Twelve will not be construed as preventing the
occurrence of an Event of Default.

SECTION 12.11.             Amendments or Modifications To Article Twelve.

                  No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of any holder of Senior Debt under this
Article Twelve or Article Thirteen without the consent of such holder of Senior
Debt. Notwithstanding anything to the contrary contained in this Indenture (but
without limiting the provisions of the immediately preceding sentence), no
amendment or modification to any provision of this Article Twelve or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsis-



                                     -127-

tency herein, so long as such amendment or modification does not adversely
affect the rights of the holders of any Senior Debt then outstanding) shall be
permitted without the consent of the Holders of at least a majority in principal
amount of the Senior Subordinated Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Senior Subordinated Notes) or, if required by
Section 8.02, by each Holder affected.

SECTION 12.12.             Acceleration of Senior Subordinated Notes.

                  If payment of the Senior Subordinated Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Debt of the acceleration.

SECTION 12.13.             Notice to Trustee; Rights of Trustee and Paying
                           Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee or any Holder in respect of the Senior Subordinated Notes or
under any Guarantee pursuant to the provisions of this Article Twelve although
any delay or failure to give any such notice shall have no effect on the
subordination provisions contained herein. Notwithstanding the provisions of
this Article Twelve or any other provision of this Indenture, neither the
Trustee nor any Paying Agent shall be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee or such Paying Agent, and (in the absence of actual knowledge that the
respective payment will violate the applicable provisions of this Article
Twelve) the Trustee and such Paying Agent may continue to make payments on the
Senior Subordinated Notes, unless the Trustee or such Paying Agent shall have
received, at least one Business Day prior to the date of such payment, written
notice of facts that would cause the payment of any Obligations with respect to
the Senior Subordinated Notes to violate this Article Twelve (although the
receipt of such payment shall otherwise be subject to the applicable provisions
of this Article Twelve). Only the Company, a Guarantor, a holder of Senior Debt
or a Representative thereof may give the notice. Nothing in this Article Twelve
shall impair the claims of, or payments to, the Trustee in its capacity as such
under or pursuant to Section 7.07. Nothing in this Section 12.13 is intended to
or shall relieve any Holder of Notes from the obligations imposed under Sections
12.02 and 12.03 with respect to other distributions received in violation of the
provisions hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.



                                     -128-

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.             Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 13.02.             Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax: (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax: (914) 933-6844



                                     -129-

                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Attn: Thomas C. Daniels
                           Fax: (216) 579-0212

                  If to the Trustee, Registrar or Paying Agent:

                           Mailing Address:
                           The Bank of New York
                           101 Barclay Street, Floor 8W
                           New York, New York  10286
                           Attn: Corporate Trust Administration
                           Fax: (212) 815-5707

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication to a Holder is mailed in the manner provided above, it
shall be deemed duly given, whether or not the addressee receives it.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 13.03.             Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Senior
Subordinated Notes. The Company, the Guarantors, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).



                                     -130-

SECTION 13.04.             Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture (except for the
issuance of Senior Subordinated Notes on the Issue Date), the Company or such
Guarantor shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 13.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 13.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 13.05.             Statements Required in Certificate and Opinion.

                  Each certificate (other than certificates provided pursuant to
Section 4.06) and opinion with respect to compliance by or on behalf of the
Company or any Guarantor with a condition or covenant provided for in this
Indenture shall include:

                  (1)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3)      a statement that, in the opinion of such Person, it
         or he has made such examination or investigation as is necessary to
         enable it or him to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
         such Person, such covenant or condition has been complied with.

SECTION 13.06.             Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Holders. The Registrar and Paying Agent may make reasonable rules
for their functions.



                                     -131-

SECTION 13.07.             Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or other day on
which (i) commercial banks in the City of New York are authorized or required by
law to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 13.08.             Governing Law.

                  This Indenture, the Senior Subordinated Notes and the
Guarantees shall be governed by and construed in accordance with the laws of the
State of New York, but without giving effect to applicable principles of
conflicts of law to the extent that the application of the law of another
jurisdiction would be required thereby.

SECTION 13.09.             No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 13.10.             Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Senior Subordinated Notes shall bind their respective
successors. All agreements of the Trustee, any additional trustee and any Paying
Agents in this Indenture shall bind its successor.

SECTION 13.11.             Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 13.12.             Table of Contents, Headings, etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.



                                     -132-

SECTION 13.13.             Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Senior Subordinated Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]



                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed all as of the date and year first written above.

                                           R.H. DONNELLEY FINANCE CORPORATION I

                                           By: /s/ Robert J. Bush
                                               Name:  Robert J. Bush
                                               Title: Vice President



                                             THE BANK OF NEW YORK, as Trustee

                                              By: /s/ Julie Salovitch Miller
                                                  Name: Julie Salovitch Miller
                                                  Title: Vice President



                                                                       EXHIBIT A

                  CUSIP

                      R.H. DONNELLEY FINANCE CORPORATION I
                (to be merged with and into R.H. DONNELLEY INC.)

No.                                                                    $

      $                          10-7/8% SENIOR SUBORDINATED NOTE DUE 2012

                  R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation,
as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of [               ] on December 15, 2012.

                  Interest Payment Dates: June 15 and December 15.

                  Record Dates: June 1 and December 1.

                  Reference is made to the further provisions of this Senior
Subordinated Note contained herein, which will for all purposes have the same
effect as if set forth at this place.

                                      A-1



                  IN WITNESS WHEREOF, the Company has caused this Senior
Subordinated Note to be signed manually or by facsimile by one of its duly
authorized officers.

                                          R.H. DONNELLEY FINANCE CORPORATION I

                                          By: __________________________________
                                              Name:
                                              Title:

                                      A-2



                          Certificate of Authentication

                  This is one of the 10-7/8% Senior Subordinated Notes Due 2012
referred to in the within-mentioned Indenture.

                                              THE BANK OF NEW YORK, as Trustee

                                              By: ______________________________

Dated:

                                      A-3



                            [FORM OF REVERSE OF NOTE]

                      R.H. DONNELLEY FINANCE CORPORATION I

                    10-7/8% SENIOR SUBORDINATED NOTE DUE 2012

                  1.       Interest. R.H. DONNELLEY FINANCE CORPORATION I, a
Delaware corporation, as issuer (the "Company"), promises to pay, until the
principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 10-7/8% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including
December 3, 2002 to but excluding the date on which interest is paid. Interest
shall be payable in arrears on each June 15 and December 15, commencing June 15,
2003. Interest will be computed on the basis of a 360-day year of twelve 30-day
months and actual days elapsed. The Company shall pay interest on overdue
principal and on overdue interest (to the full extent permitted by law) at the
rate borne by the Senior Subordinated Notes.

                  2.       Method of Payment. The Company will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on June 1 or December 1 immediately preceding the interest
payment date (whether or not a Business Day). Holders must surrender Senior
Subordinated Notes to a Paying Agent to collect principal payments. The Company
will pay to the Paying Agent principal and interest in money of the United
States of America that at the time of payment is legal tender for payment of
public and private debts. If a Holder has given wire transfer instructions to
the Company, the Company may pay, or cause to be paid by the Paying Agent, all
principal, interest and Additional Interest, if any, on the Holder's Senior
Subordinated Notes in accordance with those instructions. All other payments on
the Senior Subordinated Notes will be made at the office or agency of the Paying
Agent and Registrar unless the Company elects to make interest payments by check
mailed to the Holders at their address set forth in the register of Holders.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York (the "Trustee") will act as a Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to the Holders. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

                  4.       Indenture. The Company issued the Senior Subordinated
Notes under an Indenture dated as of December 3,2002 (the "Indenture") between
the Company and the Trustee. This is one of an issue of Senior Subordinated
Notes of the Company issued, or to be issued, under the Indenture. The terms of
the Senior Subordinated Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code Sections 77aaa-77bbbb), as amended from time to time. The Senior
Subordinated Notes are subject to all such terms, and Holders are referred to
the Indenture and such

                                      A-4



Act for a statement of them. Capitalized and certain other terms used herein and
not otherwise defined have the meanings set forth in the Indenture.

                  5.       Optional Redemption. (a) Except as set forth below,
the Senior Subordinated Notes will not be redeemable at the option of the
Company prior to December 15, 2007. Thereafter, the Senior Subordinated Notes
will be redeemable, at the Company's option, in whole or in part, at any time or
from time to time, upon not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on December 15 of the years set forth below and are expressed as
percentages of principal amount:



Redemption                                        Redemption
  Year                                              Price
- ----------                                        ----------
                                               
2007..........................................     105.438%
2008..........................................     103.625%
2009..........................................     101.813%
2010 and thereafter...........................     100.000%


                  (b) From and after the Release and Merger and from time to
time on or prior to December 15, 2005, the Company may at its option on any one
or more occasions redeem Senior Subordinated Notes (including Additional Senior
Subordinated Notes, if any) in an aggregate principal amount up to a maximum of
35% of the aggregate principal amount of Senior Subordinated Notes (including
Additional Senior Subordinated Notes, if any) issued under the Indenture at a
redemption price equal to 110.875% of the principal amount, plus accrued and
unpaid interest thereon, if any, to the redemption date, subject to the rights
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date, with the net cash proceeds of one or more
Qualified Equity Offerings; provided that:

                  (1)      at least 65% of the aggregate principal amount of
         Senior Subordinated Notes (including Additional Senior Subordinated
         Notes, if any) issued under the Indenture remains outstanding
         immediately after giving effect to any such redemption (excluding
         Senior Subordinated Notes held by the Company and its Subsidiaries);
         and

                  (2)      the redemption occurs within 90 days of such
         Qualified Equity Offering upon not less than 30 nor more than 60 days'
         prior notice.

                  (c)      The Trustee will select Senior Subordinated Notes
called for redemption pursuant to this paragraph 5 on a pro rata basis, by lot
or by such method as the Trustee in its sole discretion shall deem fair and
appropriate; provided that no Senior Subordinated Notes of $1,000 or less shall
be redeemed in part. A new Senior Subordinated Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder

                                      A-5



thereof upon cancellation of the original Senior Subordinated Note. Senior
Subordinated Notes called for redemption pursuant to this paragraphs 5, 6 and 7
hereto become due on the date fixed for redemption. On and after the redemption
date, interest stops accruing on Senior Subordinated Notes or portions of them
called for redemption.

                  6.       Special Mandatory Redemption. In the event that the
Merger and Release have not occurred on or prior to 5:00 p.m., New York City
time, on the Deadline, the Company shall, on a Business Day designated by the
Company that is not more than ten Business Days following the Deadline (the
"Special Mandatory Redemption Date") redeem in cash, on a pro rata basis (a)(i)
$450.0 million of the Senior Subordinated Notes at a redemption price equal to
101% of the principal amount of such Senior Subordinated Notes and (ii) $150.0
million of the Senior Subordinated Notes at a redemption price equal to 100% of
the principal amount of such Senior Subordinated Notes plus, in each case (b)
the accrued and unpaid interest on the Senior Subordinated Notes from and
including the Issue Date to but excluding the Special Mandatory Redemption Date.
The "Deadline" is January 31, 2003 or such earlier date that RHD determines not
to pursue consummation of the Acquisition.

                  7.       Special Pro Rata Redemption. If the tender offer
shall not be consummated, then on a business day designated by the Company
within ten business days of the Release, $150.0 million of Senior Subordinated
Notes shall be redeemed (the "Special Pro Rata Redemption") on a pro rata basis
at a redemption price equal to 100% of the principal amount of such Senior
Subordinated Notes, plus accrued and unpaid interest thereon from and including
the Issue Date to but excluding the Special Pro Rata Redemption Date. The
Special Pro Rata Redemption shall occur on a pro rata basis among the Holders of
the Senior Subordinated Notes, provided that as to each Holder, the Special Pro
Rata Redemption shall be in an amount that is an integral multiple of $1,000.

                  8.       Notice of Redemption. Except in the case of Special
Mandatory Redemption and Special Pro Rata Redemption, notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Senior Subordinated Notes to be redeemed
at its registered address. Notices of redemption may not be conditional. If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Senior Subordinated Note shall state the portion of the principal amount
thereof to be redeemed. Notice of the Special Mandatory Redemption will be
mailed promptly to each Holder of Senior Subordinated Notes at its registered
address, the Trustee and the Securities Intermediary.

                  9.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Senior Subordinated Notes in accordance with the procedures set
forth in the Indenture.

                                      A-6



                  10.      Registration Rights. (a) Pursuant to an Exchange and
Registration Rights Agreement among RHD, the Guarantors and the Initial
Purchasers named therein (the "Registration Rights Agreement"), RHD will be
obligated to consummate an exchange offer (the "Exchange Offer") pursuant to
which the Holder of this Senior Subordinated Note shall have the right to
exchange this Senior Subordinated Note for Senior Subordinated Notes which have
been registered under the Securities Act, in like principal amount and having
substantially identical terms as the Senior Subordinated Notes. (b) If (i)
within 120 days after the date of the Release (or 120 days after RHD is either
required or requested to file a Shelf Registration Statement pursuant to the
Registration Rights Agreement), the Exchange Offer Registration Statement (or,
if applicable, the Shelf Registration Statement), has not been filed with the
Commission; (ii) within 180 days after the date of the Release (or 180 days
after RHD is either required or requested to file a Shelf Registration Statement
pursuant to the Registration Rights Agreement), the Exchange Offer Registration
Statement (or, if applicable, the Shelf Registration Statement) has not been
declared effective; (iii) within 210 days after the date of the Release, the
Exchange Offer has not been consummated; or (iv) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
useable (subject, in the case of the Shelf Registration Statement, to the
exceptions set forth in the Registration Rights Agreement) in connection with
resales of the Senior Subordinated Notes or Exchange Securities in accordance
with and during the periods specified in Sections 2 and 3 of the Registration
Rights Agreement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), additional interest will accrue on the Senior
Subordinated Notes and the Exchange Securities (in addition to the stated
interest on the Senior Subordinated Notes and the Exchange Securities) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured
("Additional Interest"). Additional Interest will accrue at an initial rate of
0.25% per annum of the aggregate principal amount of the Senior Subordinated
Notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum which rate shall
increase by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, up to a maximum of 1.00% per annum.

                  11.      Denominations, Transfer, Exchange. The Senior
Subordinated Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Senior Subordinated Notes in accordance with the Indenture, provided that if the
Company or an Affiliate thereof acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay to it any taxes and fees required
by law or permitted by the Indenture. [The Registrar shall not be required to
exchange or register a transfer of any Senior Subordinated Note for a period of
15 days immediately preceding the redemption of Senior Subordinated Notes,
except the unredeemed portion of any Senior Subordinated Note being redeemed in
part.]

                                      A-7



                  12.      Persons Deemed Owners. The registered Holder of this
Senior Subordinated Note may be treated as the owner of this Senior Subordinated
Note for all purposes.

                  13.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its written request. After that,
Holders entitled to the money must look to the Company for payment as general
creditors unless an "abandoned property" law designates another Person.

                  14.      Amendment, Supplement, Waiver, Etc. The Company, the
Guarantors, if any, and the Trustee (if a party thereto) may, without the
consent of the Holders of any outstanding Senior Subordinated Notes, amend,
waive or supplement the Indenture or the Senior Subordinated Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended, providing for the assumption by a
successor to the Company of its obligations under the Indenture or any Security
Documents and making any change that does not materially and adversely affect
the rights of any Holder. Other amendments and modifications of the Indenture or
the Senior Subordinated Notes may be made by the Company, the Guarantors, if
any, and the Trustee with the consent of the Holders of not less than a majority
of the aggregate principal amount of the outstanding Senior Subordinated Notes,
subject to certain exceptions requiring the consent of the Holders of the
particular Senior Subordinated Notes to be affected.

                  15.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Debt, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, expand
into unrelated businesses, create liens or consolidate, merge or sell all or
substantially all of the assets of the Company and its Restricted Subsidiaries
and requires the Company to provide reports to Holders of the Senior
Subordinated Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.

                  16.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Senior Subordinated
Notes and the Indenture and the transaction complies with the terms of Article
Five of the Indenture, the predecessor corporation will, except as provided in
Article Five, be released from those obligations.

                  17.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Sections 6.01(6)
and 6.01(7) of the Indenture occurs and is continuing, then, and in each and
every such case, either the Trustee, by notice in writing to the

                                      A-8



Company, or the Holders of not less than 25% of the principal amount of the
Senior Subordinated Notes then outstanding, by notice in writing to the Company
and the Trustee, may, and the Trustee at the request of such Holders shall,
declare due and payable, if not already due and payable, the principal of and
any accrued and unpaid interest on all of the Senior Subordinated Notes; and
upon any such declaration all such amounts upon such Senior Subordinated Notes
shall become and be immediately due and payable, anything in the Indenture or in
the Senior Subordinated Notes to the contrary notwithstanding. If an Event of
Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs, then
the principal of and any accrued and unpaid interest on all of the Senior
Subordinated Notes shall immediately become due and payable without any
declaration or other act on the part of the Trustee or any Holder. Holders may
not enforce the Indenture or the Senior Subordinated Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Senior Subordinated Notes. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Senior Subordinated Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal, premium, if any, or interest on the
Senior Subordinated Notes or a default in the observance or performance of any
of the obligations of the Company under Article Five of the Indenture) if it
determines that withholding notice is in their best interests.

                  18.      Trustee Dealings with Company. Subject to certain
limitations imposed by the Trust Indenture Act, the Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  19.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, agent, member or stockholder
or Affiliate of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. No past,
present or future director, officer, employee, incorporator, agent or
stockholder or Affiliate of any of the Guarantors, as such, shall have any
liability for any obligations of the Guarantors under the Guarantees, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Senior Subordinated Notes and
Guarantees by accepting a Senior Subordinated Note and a Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Senior Subordinated Notes and the Guarantees.

                  20.      Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Senior Subordinated Notes or upon the irrevocable deposit with the Trustee
of United States dollars or Government Obligations sufficient to pay when due
principal of and interest on the Senior Subordinated Notes to maturity or
redemption, as the case may be.

                                      A-9



                  21.      Guarantees. From and after the date of the Release,
the Senior Subordinated Notes will be entitled to the benefits of certain
Guarantees made for the benefit of the Holders. Reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

                  22.      Authentication. This Senior Subordinated Note shall
not be valid until the Trustee signs the certificate of authentication on the
other side of this Senior Subordinated Note.

                  23.      Governing Law. THIS SENIOR SUBORDINATED NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. The Trustee, the Company and the Guarantors agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture or the Senior Subordinated Notes.

                  24.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                                      A-10



                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Tel: (216) 586-3939
                           Fax: (216) 579-0212

                                      A-11



                                   ASSIGNMENT

                  I or we assign and transfer this Note to:
________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

Date: __________________      Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                              on the other side of this Note)

Signature Guarantee: _____________________________

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-12



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

                  ?  Section 4.08                      ?  Section 4.12

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$_____________________________
     (multiple of $1,000)

Date: _________________________

                           Your Signature: _____________________________________
                                           (Sign exactly as your name appears
                                            on the face of this Note)

____________________________
   Signature Guaranteed

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-13

EX-4.18

                                                                   Exhibit 4.18

                             SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL INDENTURE (this "Senior Subordinated Notes
Supplemental Indenture"), dated as of January 3, 2003 among R.H. Donnelley Inc.,
a Delaware corporation ("Donnelley"), R.H. Donnelley Corporation, a Delaware
corporation ("Parent"), the Guarantors signatory hereto (the "Guarantors") and
The Bank of New York, as trustee under the Indenture referred to below (the
"Trustee").

                              W I T N E S S E T H:

                  WHEREAS, Finance Corp. and the Trustee heretofore executed and
delivered an Indenture, dated as of December 3, 2002 (as heretofore amended and
supplemented, the "Senior Subordinated Notes Indenture"), providing for the
issuance of the 10-7/8% Senior Subordinated Notes due 2012 of Finance Corp. (the
"Securities"; capitalized terms used herein but not otherwise defined have the
meanings ascribed thereto in the Senior Subordinated Notes Indenture);

                  WHEREAS, Article Five of the Senior Subordinated Notes
Indenture provides that upon the execution and delivery by Donnelley to the
Trustee of this Senior Subordinated Notes Supplemental Indenture, Donnelley
shall be the successor Company under the Indenture and the Securities and shall
succeed to, and be substituted for, and may exercise every right and power of,
Finance Corp. under the Senior Subordinated Notes Indenture and the Securities
and Finance Corp. shall be discharged from all obligations and covenants under
the Senior Subordinated Notes Indenture and the Securities;

                  WHEREAS, Section 10.02 of the Senior Subordinated Notes
Indenture provides that upon execution and delivery by each Guarantor to the
Trustee of this Senior Subordinated Notes Supplemental Indenture and a Guarantee
attached to the Senior Subordinated Notes Indenture in the form of Exhibit F
thereto, each Guarantor shall be a Guarantor under the Senior Subordinated Notes
Indenture and the Securities:

                  WHEREAS, Section 8.01(b) of the Senior Subordinated Notes
Indenture instructs the Trustee, Donnelley and the Guarantors to enter into this
Senior Subordinated Notes Supplemental Indenture; and

                  WHEREAS, this Senior Subordinated Notes Supplemental Indenture
has been duly authorized by all necessary corporate action on the part of each
of Donnelley, Parent and the Guarantors.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
Donnelley and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows:

                                   ARTICLE I

                         Assumption by Successor Company

                  Section 1.1.      Assumption of the Securities. Donnelley
hereby expressly assumes and agrees promptly to pay, perform and discharge when
due each and every debt (including accrued original issue discount on such
debts, if any), obligation, covenant and agreement incurred, made or to be paid,
performed or discharged by Finance Corp. under the Senior Subordinated Notes
Indenture and the Securities.

                  Donnelley hereby agrees to be bound by all the terms,
provisions and conditions of the Senior Subordinated Notes Indenture and the
Securities and that it shall be the successor Company and shall succeed to, and
be substituted for, and may exercise every right and power of, Finance Corp., as
the predecessor Company, under the Senior Subordinated Notes Indenture and the
Securities, all to the extent provided in and in accordance with the terms and
conditions of, the Senior Subordinated Notes Indenture.



                  Each Guarantor hereby agrees to guarantee the obligations of
Donnelley assumed pursuant to the terms of this Senior Subordinated Notes
Supplemental Indenture.

                  Section 1.2.      Discharge of Finance Corp. Finance Corp. is
hereby expressly discharged from all debts, obligations, covenants and
agreements under or relating to the Senior Subordinated Notes Indenture and the
Securities.

                  Section 1.3.      Trustee's Acceptance. The Trustee hereby
accepts this Senior Subordinated Notes Supplemental Indenture and agrees to
perform the same under the terms and conditions set forth in the Senior
Subordinated Notes Indenture.

                                   ARTICLE II

                                  Miscellaneous

                  Section 2.1.      Effect of Supplemental Indenture. Upon the
execution and delivery of this Senior Subordinated Notes Supplemental Indenture
by Donnelley, Parent, the Guarantors and the Trustee, the Senior Subordinated
Notes Indenture shall be supplemented in accordance herewith, and this Senior
Subordinated Notes Supplemental Indenture shall form a part of the Senior
Subordinated Notes Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered under the Senior
Subordinated Notes Indenture shall be bound thereby.

                  Section 2.2.      Senior Subordinated Notes Indenture Remains
in Full Force and Effect. Except as supplemented hereby, all provisions in the
Senior Subordinated Notes Indenture shall remain in full force and effect.

                  Section 2.3.      Senior Subordinated Notes Indenture and
Senior Subordinated Notes Supplemental Indenture Construed Together. This Senior
Subordinated Notes Supplemental Indenture is an indenture supplemental to and in
implementation of the Senior Subordinated Notes Indenture, and the Senior
Subordinated Notes Indenture and this Senior Subordinated Notes Supplemental
Indenture shall henceforth be read and construed together.

                  Section 2.4.      Confirmation and Preservation of Senior
Subordinated Notes Indenture. The Senior Subordinated Notes Indenture as
supplemented by this Senior Subordinated Notes Supplemental Indenture is in all
respects confirmed and preserved.

                  Section 2.5.      Conflict with Trust Indenture Act. If any
provision of this Senior Subordinated Notes Supplemental Indenture limits,
qualifies or conflicts with any provision of the TIA that is required or deemed
under the TIA to be part of and govern any provision of this Senior Subordinated
Notes Supplemental Indenture, such provision of the TIA shall control. If any
provision of this Senior Subordinated Notes Supplemental Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Senior Subordinated Notes
Indenture as so modified or to be excluded by this Senior Subordinated Notes
Supplemental Indenture, as the case may be.

                  Section 2.6.      Severability. In case any provision in this
Senior Subordinated Notes Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  Section 2.7.      Benefits of Senior Subordinated Notes
Supplemental Indenture. Nothing in this Senior Subordinated Notes Supplemental
Indenture or the Securities, express or implied, shall give to any Person, other
than the parties hereto and thereto and their successors hereunder and
thereunder and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Senior Subordinated Notes Indenture,
this Senior Subordinated Notes Supplemental Indenture or the Securities.

                                       2



                  Section 2.8.      Successors. All agreements of Donnelley in
this Senior Subordinated Notes Supplemental Indenture shall bind its successors.
All agreements of the Trustee in this Senior Subordinated Notes Supplemental
Indenture shall bind its successors.

                  Section 2.9.      Certain Duties and Responsibilities of the
Trustee. In entering into this Senior Subordinated Notes Supplemental Indenture,
the Trustee shall be entitled to the benefit of every provision of the Senior
Subordinated Notes Indenture and the Securities relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.

                  Section 2.10.     Governing Law. This Senior Subordinated
Notes Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

                  Section 2.11.     Multiple Originals. The parties may sign any
number of copies of this Senior Subordinated Notes Supplemental Indenture, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                  Section 2.12.     Headings. The Article and Section headings
herein are inserted for convenience of reference only, are not intended to be
considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.

                  Section 2.13.     The Trustee. The Trustee shall not be
responsible in any manner for or in respect of the validity or sufficiency of
this Senior Subordinated Notes Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made by Donnelley and the
Guarantors.

                                       3





                  IN WITNESS WHEREOF, the parties hereto have caused this Senior
Subordinated Notes Supplemental Indenture to be duly executed as of the date
first written above.

                                  R.H. DONNELLEY INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY CORPORATION

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  GET DIGITAL SMART.COM INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY APIL, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY ACQUISITIONS, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY CD INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President



                                  R.H. DONNELLEY ACQUISITIONS II, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  DIRECTORIESAMERICA, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  R.H. DONNELLEY DIRECTORY COMPANY

                                  By: /s/ Robert J. Bush
                                      Name: Robert J. Bush
                                      Title: Vice President

                                  CENDON, L.L.C.

                                  By: /s/ David C. Swanson
                                      Name: David C. Swanson
                                      Title: Manager

                                  THE BANK OF NEW YORK,
                                    as trustee

                                  By: /s/ Julie Salovitch Miller
                                      Name: Julie Salovitch-Miller
                                      Title: Vice President

EX-4.20

                                                                   Exhibit 4.20

                                   GUARANTEES

                  From and after the date of the Release, each of the
undersigned (the "Guarantors") hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture dated as of December 3,
2002 by and among R.H. Donnelley Finance Corporation I, a Delaware corporation,
as issuer (the "Company"), the Guarantors, as guarantors, and The Bank of New
York, as Trustee (as amended, restated or supplemented from time to time, the
"Indenture"), and subject to the provisions of the Indenture, (a) the due and
punctual payment of the principal of, and premium, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or otherwise, the due and punctual payment of interest on
overdue principal of, and premium and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee, all in accordance with the terms set forth in
Article Ten of the Indenture, and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  The obligations of the Guarantors to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture, and reference is hereby made to the Indenture for
the precise terms and limitations of this Guarantee. Each Holder of the Note to
which this Guarantee is endorsed, by accepting such Note, agrees to and shall be
bound by such provisions.

                  Each Guarantee will be limited to an amount not to exceed the
maximum amount that can be guaranteed by such Guarantor after giving effect to
all of its other contingent and fixed liabilities without rendering such
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                         [Signatures on Following Pages]



                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                  R.H. Donnelley Corporation, as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley APIL, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley CD, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  Get Digital Smart.com, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Acquisitions Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Acquisitions II Inc.,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                       2



                                  DirectoriesAmerica, Inc., as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Publishing & Advertising, Inc.,
                                        as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  R.H. Donnelley Directory Company, as Guarantor

                                  By: /s/ Robert J. Bush
                                      Name:  Robert J. Bush
                                      Title: Vice President

                                  CenDon, L.L.C., as Guarantor

                                  By: /s/ David C. Swanson
                                      Name:  David C. Swanson
                                      Title: Manager

                                       3

EX-21

Exhibit 21- Subsidiaries of the Company as of March 6, 2003

Parent Level:     R.H. Donnelley Corporation (formerly known as The Dun &
                  Bradstreet Corporation), a Delaware corporation; publicly
                  traded on NYSE as "RHD"

         Tier 1 Subsidiary:      R.H. Donnelley Inc. (formerly known as The
                                 Reuben H. Donnelley Corporation), a Delaware
                                 corporation wholly owned by R.H. Donnelley
                                 Corporation

                           Tier 2 Subsidiaries:
                                        CenDon, L.L.C.*
                                        Get Digital Smart.com Inc.**
                                        R.H. Donnelley APIL, Inc**
                                        R.H. Donnelley CD, Inc.**
                                        R.H. Donnelley Publishing & Advertising,
                                        Inc.***

                                        Third Tier Subsidiary:

                                              R.H. Donnelley Acquisitions, Inc.,
                                              a Delaware corporation wholly
                                              owned by R.H. Donnelley APIL, Inc.


- ----------------------
*        Delaware limited liability company, owned jointly by R.H. Donnelley
         Inc. and R.H. Donnelley Publishing & Advertising. Inc., which does
         business as R.H. Donnelley Publishing & Advertising and Sprint Yellow
         Pages(R).

**       Delaware corporations wholly owned by R.H. Donnelley Inc. Get Digital
         Smart is presently inactive.

***      Kansas corporation (formerly known as Sprint Publishing & Advertising,
         Inc.), wholly owned by R.H. Donnelley Inc., which now does business as
         R.H. Donnelley Publishing & Advertising and Sprint Yellow Pages(R).

EX-23

CONSENT OF INDEPENDENT ACCOUNTANTS

EX-99.1

                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K of R.H. Donnelley
Corporation (the "Company") for the year ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company as of the dates and for the periods
             expressed in the Report.

/s/ David C. Swanson

David C. Swanson
Chief Executive Officer
March 17, 2003

EX-99.2

                                                                    Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K of R.H. Donnelley
Corporation (the "Company") for the year ending December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company as of the dates and for the periods
             expressed in the Report.

/s/ Steven M. Blondy

Steven M. Blondy
Senior Vice President and Chief Financial Officer
March 17, 2003

                                        2

EX-99.3

                                                                    Exhibit 99.3

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K of R.H. Donnelley
Inc. (the "Company") for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company as of the dates and for the periods
             expressed in the Report.

/s/ David C. Swanson

David C. Swanson
Chief Executive Officer
March 18, 2003

EX-99.4

                                                                    Exhibit 99.4

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K of R.H. Donnelley
Inc. (the "Company") for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company as of the dates and for the periods
             expressed in the Report.

/s/ Steven M. Blondy

Steven M. Blondy
Senior Vice President and Chief Financial Officer
March 18, 2003

                                        2