8-A12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

R.H. DONNELLEY CORPORATION¹

(Exact name of registrant as specified in its charter)

Delaware	13-2740040
(State of incorporation or organization)	(I.R.S. Employer
	Identification Number)
1001 Winstead Drive, Cary, NC	27513
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Common stock, $.001 par value per share	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None.

(Title of Class)

¹ Prior to issuance of the common stock registered on this Form 8-A, R.H. Donnelley Corporation will change its name to Dex One Corporation.

TABLE OF CONTENTS

EX-3.1

EX-3.2

EX-4.1

Item 1. Description of the Registrant’s Securities to be Registered.

Preliminary Note

          This registration statement registers under Section 12(b) of the Securities Exchange Act of 1934, as amended, the shares of common stock, $.001 par value per share, of R.H. Donnelley Corporation, a Delaware corporation (“R.H. Donnelley”), upon the effective date (the “Effective Date”) of the Joint Plan of Reorganization for R.H. Donnelley and its subsidiaries (the “Plan”), filed in the bankruptcy proceedings of R.H. Donnelley and its subsidiaries in the United States Bankruptcy Court for the District of Delaware, as set forth in Exhibit 2.1 to this registration statement, whether such shares are in existence on the Effective Date or issued thereafter. In this registration statement, we refer to R.H. Donnelley as “we,” “us,” “our” and the “Company.”

          The following describes matters to be in effect upon the Effective Date, does not purport to be complete and is subject to and qualified by the full terms of the capital stock of the Company, as set forth in the Exhibits to this registration statement that are incorporated by reference in this Item 1.

          Upon the Effective Date: (i) our Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws will be amended and restated to read in the forms filed as Exhibits 3.1 and 3.2, respectively, to this registration statement and (ii) we will change our corporate name to “Dex One Corporation”.

          The description of the common stock that follows assumes that the Plan has become effective and that the provisions of our Second Amended and Restated Certificate of Incorporation set forth in Exhibit 3.1 (our “Charter”) and our Sixth Amended and Restated Bylaws set forth in Exhibit 3.2 (our “Bylaws”) are effective. The following is a summary only and is qualified in its entirety by reference to the Charter and Bylaws.

Authorized Capital Stock

          Upon the Effective Date, we will have authority to issue a total of (i) 300,000,000 shares of common stock, $.001 par value per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, $.001 par value per share (the “Preferred Stock”). The powers, preferences and rights of holders of shares of our Common Stock are subject to, and may be adversely affected by, the powers, preferences and rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future without stockholder approval. See “Blank Check Preferred Stock” below.

          Common Stock

          Voting Rights. All shares of our Common Stock have identical powers, preferences and rights. Except as otherwise provided by the Delaware General Corporation Law, as amended (the “DGCL”), or by the powers, preferences or rights of any series of Preferred Stock, the entire voting power of the shares of the Company for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each share of Common Stock shall have one vote upon all matters to be voted on by the holders of Common Stock. Holders of Common Stock will have no cumulative voting rights.

          Dividend Rights. Subject to the DGCL, the rights and preferences of any series of Preferred Stock and contractual restrictions, the holders of Common Stock shall be entitled to receive such dividends and distributions (payable in cash, property or capital stock of the Company) when, as and if declared thereon by our board of directors of the Company (the “board of directors”) from time to time out of any assets or funds of the Company legally available therefor and shall share equally on a per share basis in such dividends and distributions.

          Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or other winding up of the Company, after payment in full of all amounts owed to our creditors and holders of any outstanding shares of any series of our Preferred Stock, each share of Common Stock shall share equally upon any distribution of the remaining assets of the Company.

          Other Rights. Holders of our Common Stock do not have preemptive, subscription, redemption or conversion rights.

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          Blank Check Preferred Stock

          Our board of directors is authorized to create and issue from time to time, without stockholder approval, up to an aggregate of 10,000,000 shares of Preferred Stock in one or more series and to fix the designation of any series of Preferred Stock and the number of shares of any series of Preferred Stock and to determine the voting powers, designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions of the shares of each series, including, without limitation, the following:

• dividend rights and dividend rates;

• voting rights;

• liquidation preferences;

• terms of any redemption (including any sinking or purchase fund provisions);

• redemption price or prices or rate or rates;

• conversion and exchange rights;

• restrictions on the issuance of shares of the same series or of any other class or series of stock of the Company;

• restrictions upon the creation of indebtedness of the Company or any subsidiary of the Company; and

• restrictions upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of the Company of, any outstanding stock of the Company.

          We may issue our Preferred Stock in ways that may delay, deter or prevent a change in control of the Company without further action by our stockholders and may affect the voting and other rights of the holders of our Common Stock. The issuance of our Preferred Stock with voting and conversion rights also may adversely affect the voting power of the holders of our Common Stock, including the loss of voting control to others. Our board of directors may issue, or reserve for issuance, any series of Preferred Stock to be used in connection with a “poison pill” or similar “shareholder rights plan” which, if implemented, may delay, deter or prevent a change in control of the Company.

          Transfer Restrictions on Common Stock and Certain other Equity Securities

          Our Charter generally prohibits (i) the acquisition of 4.9% or more of our Common Stock by any one person or group of persons whose shares would be aggregated pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) and (ii) the acquisition of additional Common Stock by persons already owning 4.9% or more of our Common Stock, in each case until February 2, 2011, or such shorter period as may be determined by our board of directors, in an attempt to preserve the value of certain tax attributes of the Company and its subsidiaries for U.S. federal and state income tax purposes. See “Anti-takeover Effects of Provisions of the Delaware Corporate Law and Provisions to Be Included In Charter and Bylaws—Transfer Restrictions on Common Stock and Certain other Equity Securities.”

Anti-takeover Effects of Provisions of the Delaware Corporate Law and Provisions to Be Included In Our Charter and Bylaws

          The DGCL contains, and our Charter and Bylaws will contain, as of the Effective Date, a number of provisions which may have the effect of discouraging transactions that involve an actual or threatened change of control of the Company. In addition, provisions of our Charter and Bylaws may be deemed to have anti-takeover effects and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in such stockholder’s best interest, including those attempts that might result in a premium over the market price of the shares held by our stockholders.

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          Delaware Anti-Takeover Statute

          We are, and will continue to be after the Effective Date, subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a merger or other business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

          (i) prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

          (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, subject to certain exclusions; or

          (iii) on or subsequent to the time the stockholder became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

          In general, Section 203 of the DGCL defines an “interested stockholder” as:

          (i) any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation;

          (ii) any entity or person that is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and

          (iii) the affiliates or associates of any such entities or persons.

          The provisions of Section 203 of the DGCL described above could have the following effects on the Company, among others:

          (i) delaying, deferring or preventing a change in control;

          (ii) delaying, deferring or preventing the removal of existing management;

          (iii) deterring potential acquirers from making an offer to the stockholders of the Company; and

          (iv) limiting any opportunity of stockholders of the Company to realize premiums over prevailing market prices of the Common Stock in connection with offers by potential acquirers.

          This could be the case even if a majority of the Company’s stockholders might benefit from a change of control or offer.

     Certain Charter and Bylaw Provisions

     Our Charter and Bylaws will provide as of the Effective Date for the following, which, in each case, may have the effect of discouraging transactions that involve an actual or threatened change of control of the Company:

     Directors, and Not Stockholders, Fix the Size of Our Board of Directors. As of the Effective Date and until the commencement of the second annual meeting of stockholders after the Effective Date (the “Sunset Time”), our board of directors may not change the number of directors constituting the entire board of directors, which in any event shall not be less than three directors, without the vote of 66 2/3% of the entire board of directors. After the Sunset Time, a majority of the entire board of directors may change the number of directors constituting the entire board of directors.

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          Board Vacancies to be Filled by Remaining Directors and Not Stockholders. Any vacancy on our board of directors may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director and may not be filled by any other person or persons, including stockholders of the Company. Any director so appointed shall hold office until the next annual meeting of stockholders that is at least 120 days after the appointment of such director and until such director’s successor is duly elected and shall qualify, or until such director’s earlier death, resignation or removal.

          No Action by Written Consent of Stockholders. Except as otherwise provided by resolutions, if any, of our board of directors fixing the relative powers, preferences and rights and the qualifications, limitations or restrictions of any series of Preferred Stock, no action may be taken by stockholders, except at a duly called annual or special meeting of stockholders, and stockholder action by written consent is prohibited.

          Special Meetings of Stockholders. Special meetings of our stockholders may only be held upon the call of a majority of the entire board of directors, the chairman of our board of directors, our chief executive officer or our president or at the request in writing of the holders of at least 25% of the voting power of shares of stock issued and outstanding and entitled to vote on the matter and for the purpose stated in the written request of such stockholders.

          Advance Notice Requirement. Stockholders must provide timely notice when seeking to:

• bring business before an annual meeting of stockholders;     

• bring business before a special meeting of stockholders; or     

• nominate candidates for election at an annual or special meeting of stockholders.     

          To be timely, a stockholder’s notice must be received at our principal executive offices:

• in the case of an annual meeting:     

• not later than the ninetieth day nor earlier than     the one hundred twentieth day prior to the anniversary date of the immediately preceding annual meeting; or

• if the annual meeting is called for a date that is     not within thirty days before or after the anniversary date of the preceding year’s annual meeting date, not later than the tenth day following the day on which notice of the date of the annual meeting was first mailed or the first public disclosure of the date of the annual meeting is made, whichever first occurs; or

• in the case of a special meeting, the request by stockholders for a special meeting must include a stockholder’s notice (including any nomination of any person for election to our board of directors at such special meeting).

          Our Charter and Bylaws as of the Effective Date also will specify requirements as to the form and content of the stockholder’s notice. These provisions may preclude stockholders from bringing matters before any meeting of stockholders or from making nominations for directors at any meeting of stockholders. Although our Bylaws will not give our board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of stockholders, our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.

          Supermajority Vote Required to Amend Specified Provisions of Our Charter and Bylaws. The approval of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal certain provisions of our Charter, including provisions relating to the number of directors constituting our board of directors and how that number is fixed, the power of our board of directors to make, alter, amend or repeal our Bylaws, stockholder action without a meeting, indemnification and exculpation of directors and officers, provisions relating to amendment of our Charter, the Company’s election to be governed by Section 203 of the DGCL and certain restrictions on transfers of shares of Common Stock and other equity securities of the Company (see “Transfer Restrictions on Common Stock and other Equity Securities” below).

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          Our Bylaws may be amended or altered or new Bylaws adopted by (i) the approval of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class at a meeting of the stockholders, provided that the notice of such meeting must include the proposed amendment, alteration or new Bylaws, or (ii) a vote of, (x) prior to the Sunset Time, 66 2/3% of, and (y) on and after the Sunset Time, a majority of, our entire board of directors at any meeting. Our board of directors may amend any provision of our Bylaws, including any bylaw adopted by the stockholders, provided that the stockholders may from time to time specify particular provisions of our Bylaws which shall not be amended by our board of directors. Notwithstanding the above, certain provisions of our Bylaws, including provisions relating to advance notice for stockholder meetings and nomination procedures for stockholders, number and election of directors and amendment of our Bylaws, may not be amended or repealed in any respect, and no provision inconsistent therewith may be adopted by the stockholders or our board of directors, without the approval of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

          The above provisions will make it more difficult to circumvent the anti-takeover provisions to be included in our Charter and Bylaws.

          Other Bylaw Provisions with Sunset Time Expiration. Our Bylaws provide that the quorum for the transaction of business by our board of directors will be a majority of the entire board of directors. An act of our board of directors must be approved by, prior to the Sunset Time, the lesser of (i) 66 2/3% of the directors present at any meeting at which there is a quorum and (ii) a majority of our entire Board of Directors and, on and after the Sunset Time, a majority of the directors present at any meeting at which there is a quorum.

          Our board of directors may establish the compensation and expenses directors will receive by affirmative vote of, (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, our entire board of directors.

          The Company will have three standing committees of our board of directors: an Audit and Finance Committee, Compensation and Benefits Committee and Corporate Governance Committee, in each case to be maintained in compliance with the rules and regulations of the Securities and Exchange Commission, the stock exchange on which the Common Stock is then listed and applicable law. Our board of directors may establish other committees with the approval of, (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, our entire board of directors. Our board of directors may discontinue such other committees at any time by resolution or resolutions passed by a majority of our entire board of directors. The members of any committee of our board of directors will be appointed by, and will hold office at the pleasure of, (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, our entire board of directors. Our board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, by resolution or resolutions passed by (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, our entire board of directors. The act of (i) prior to the Sunset Time, the lesser of (x) 66 2/3% of the members of any committee of our board of directors present at any meeting at which there is a quorum, and (y) a majority of the entire committee and (ii) on and after the Sunset Time, a majority of the members of the entire committee present at any meeting at which there is a quorum shall be the act of the committee.

          Authorized but Unissued Shares. The Company’s authorized but unissued shares of Common Stock and Preferred Stock will be available for future issuance without stockholder approval, subject to the rules and regulations of any exchange on which our stock may be listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of a majority of the Company’s Common Stock by means of a proxy contest, tender offer, merger or otherwise.

          Issuance of Blank Check Preferred Stock. Our board of directors is authorized to create and issue, without further action by the stockholders, up to an aggregate of 10,000,000 shares of Preferred Stock in one or more series with powers (including voting), preferences and rights designated from time to time by the board of directors as described above under “Authorized Capital Stock — Blank Check Preferred Stock.” The existence of authorized but

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unissued shares of Preferred Stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise.

     Transfer Restrictions on Common Stock and Certain other Equity Securities.

     General. Our Charter (the “Preservation of Tax Benefits Provision”) generally prohibits (i) the acquisition of 4.9% or more of our Common Stock

     ² by any one person or group of persons who shares would be aggregated pursuant to Section 382 and (ii) the acquisition of additional Common Stock by persons already owning 4.9% or more of our Common Stock, in each case until February 2, 2011, or such shorter period as may be determined by our board of directors (which is referred to as the “restriction period”). Without these restrictions, it is possible that certain changes in the ownership of our Common Stock could result in the imposition of limitations on the ability of the Company and its subsidiaries to fully utilize the net operating losses and other tax attributes currently available to them for U.S. federal and state income tax purposes.

     Prohibited Transfers. The transfer restrictions generally will restrict any direct or indirect transfer (such as transfers of Common Stock that result from the transfer of interests in other entities that own Common Stock) during the restricted period if the effect would be to:

• increase the direct or indirect ownership of our Common Stock by any Person (as defined below) from less than 4.9% to 4.9% or more of our Common Stock³; or

• increase the percentage of our Common Stock owned directly or indirectly by a Person owning or deemed to own 4.9% or more of our Common Stock (a “4.9% stockholder”).

          “Person” means any individual, firm, corporation or other legal entity, including a group of persons treated as an entity pursuant to Treasury Regulation § 1.382-3(a)(1)(i); and includes any successor (by merger or otherwise) of such entity.

          Transfers included under the transfer restrictions include sales to Persons whose resulting percentage ownership (direct or indirect) of Common Stock would exceed the 4.9% thresholds discussed above, or to Persons whose direct or indirect ownership of Common Stock would by attribution cause another Person to exceed such threshold. A transfer for these purposes also includes the creation or grant of an option within the meaning of Section 382.

          For purposes of determining the existence and identity of, and the amount of Common Stock owned by, any stockholder, we will be entitled to rely on the existence or absence of filings with the SEC of Schedules 13D and 13G (or any similar filings) as of any date, subject to our actual knowledge of the ownership of our Common Stock. The transfer restrictions will include the right to require a proposed transferee, as a condition to registration of a transfer of Common Stock, to provide all information reasonably requested regarding such person’s direct and indirect ownership of our Common Stock.

          Public Groups; Modification and Waiver of Transfer Restrictions. The transfer restrictions contain an exception permitting otherwise prohibited transfers of our Common Stock to a “public group,” which for these purposes means a group of individuals, entities or other persons each of whom owns, directly or indirectly, less than 5.0% percent of the Common Stock. These permitted transfers include transfers to public groups that would be created by the transfer and treated as a 4.9-percent stockholder. This exception is designed to facilitate sales by stockholders into the market to reduce their holdings. In addition, a transfer from one member of a public group to

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The term “Common Stock” for these purposes means any interest in the Common Stock that would be treated as “stock” of the Company pursuant to Treasury Regulations under Section 382 of the Internal Revenue Code of 1986, as amended. The Preservation of Tax Benefits Provision generally provides rules restricting ownership of Common Stock; Preferred Stock, if any, issued by the Company; and warrants, options and certain other equity rights with respect to the Company’s stock.

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Complicated rules of constructive ownership, aggregation, segregation, combination and other Common Stock ownership rules prescribed by the Code apply in determining a Person’s percentage ownership of Common Stock.

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another member of the public group does not increase the percentage of our Common Stock owned directly or indirectly by the public group and, therefore, such transfers are not restricted.

          In addition, the transfer restrictions will not apply if the transferor or the transferee obtains the written approval of our board of directors, and the board of directors will be deemed to have consented to any such proposed transfer within 20 days of receiving written notice unless (i) our board of directors determine in good faith based on their reasonable assessment that the proposed Transfer could jeopardize the realization of our federal net operating losses and other tax attributes and (ii) the transferor has been notified of such determination. Notwithstanding the foregoing, our board of directors will have the discretion to approve a transfer of Common Stock that would otherwise violate the transfer restrictions if it determines that such transfer is in the Company’s best interests. If our board of directors decides to permit a transfer that would otherwise violate the transfer restrictions, that transfer or later transfers may result in an “ownership change” that could limit our use of net operating losses and other tax attributes. In deciding whether to grant a waiver, our board of directors may seek the advice of counsel and tax experts with respect to the preservation of our federal net operating losses and other tax attributes pursuant to Section 382. In addition, our board of directors may request relevant information from the acquirer and/or selling party in order to determine compliance with the Preservation of Tax Benefits Provision or the status of our federal income tax benefits.

          In addition, in the event of a change in law, our board of directors will be authorized to modify the applicable allowable percentage ownership interest (currently 4.9%) or modify any of the definitions and terms of the transfer restrictions (other than the Expiration Date (as defined below)), provided that our board of directors determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve net operating losses and other tax attributes or that the continuation of these restrictions is no longer reasonably necessary for such purpose, as applicable. Stockholders will be notified of any such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Company shall deem appropriate.

          Our board of directors may, subject to the terms of the Preservation of Tax Benefits Provision, establish, modify, amend or rescind bylaws, regulations and procedures of the Company for purposes of determining whether any transfer of Common Stock would jeopardize the Company’s ability to preserve and use net operating losses and other tax attributes.

          Expiration of Preservation of Tax Benefits Provision. The Preservation of Tax Benefits Provision will expire on the earliest of (i) our board of directors’ determination that the Preservation of Tax Benefits Provision is no longer necessary for the preservation of net operating losses and other tax attributes because of the repeal of Section 382 or any successor statute, (ii) the beginning of a taxable year of the Company to which our board of directors determines that no net operating losses or other tax attributes may be carried forward, (iii) such date as our board of directors determines that it is in the best interests of the Company and its stockholders for the transfer limitations in the Preservation of Tax Benefits Provision to expire or (iv) February 2, 2011 (the “Expiration Date”).

          Consequences of Prohibited Transfers. Any direct or indirect transfer attempted in violation of the restrictions would be void as of the date of the purported transfer as to the purported transferee (or, in the case of an indirect transfer, the ownership of the direct owner of Common Stock would terminate simultaneously with the transfer), and the purported transferee (or in the case of any indirect transfer, the direct owner) would not be recognized as the owner of the Common Stock owned in violation of the restrictions for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such Common Stock. Common Stock purportedly acquired in violation of the transfer restrictions is referred to herein as “excess stock.”

          In addition to the purported transfer being void as of the date of the purported transfer, upon demand, the purported transferee must transfer the excess stock to our agent along with any dividends or other distributions paid with respect to such excess stock. Our agent is required to sell such excess stock in an arm’s length transaction (or series of transactions) that would not constitute a violation under the transfer restrictions. The net proceeds of the sale, together with any other distributions with respect to such excess stock received by our agent, after deduction of all costs incurred by the agent, will be distributed first to the purported transferee in an amount, if any, up to the cost (or in the case of gift, inheritance or similar transfer, the fair market value of the excess stock on the date of the violative transfer) incurred by the purported transferee to acquire such excess stock, and the balance of the proceeds, if any, will be distributed to a charitable beneficiary. If the excess stock is sold by the purported transferee, such

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person will be treated as having sold the excess stock on behalf of the agent, and will be required to remit all proceeds to our agent (except to the extent we grant written permission to the purported transferee to retain an amount not to exceed the amount such person otherwise would have been entitled to retain had our agent sold such excess stock).

          With respect to any transfer which does not involve a transfer of “securities” of the Company within the meaning of Delaware law but which would cause any 4.9-percent stockholder to violate the transfer restrictions, the following procedure will apply in lieu of those described above. In such case, no such 4.9-percent stockholder shall be required to dispose of any interest that is not a security of the Company, but such 4.9-percent stockholder and/or any person whose ownership of securities of the Company is attributed to such 4.9-percent stockholder will be deemed to have disposed of (and will be required to dispose of) sufficient securities, simultaneously with the transfer, to cause such 4.9-percent stockholder not to be in violation of the transfer restrictions, provided, however, that no 4.9-percent stockholder shall be required to dispose of any securities of the Company which it owned or acquired as of the Effective Date. Such securities will be treated as excess stock to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such 4.9-percent stockholder or such other person that was the direct holder of such excess stock from the proceeds of sale by the agent being the fair market value of such excess stock at the time of the prohibited transfer.

          Legend on Stock. A legend reflecting the Preservation of Tax Benefits Provision will be included on certificates representing securities of the Company, as required by the Preservation of Tax Benefits Provision.

          Anti-Takeover Impact. The basis for the Preservation of Tax Benefits Provision is to preserve the long-term value to the Company of certain tax attributes. However, the Preservation of Tax Benefits Provision could be deemed to have an “anti-takeover” effect because, among other things, it will restrict the ability of a person, entity or group to accumulate 4.9% or more of our Common Stock and the ability of persons, entities or groups now owning 4.9% or more of our Common Stock from acquiring additional Common Stock, without the approval of our board of directors. The Preservation of Tax Benefits Provision could discourage or prohibit a merger, tender offer, proxy contest or accumulations of substantial blocks of Common Stock for which some stockholders might receive a premium above market value. In addition, the Preservation of Tax Benefits Provision may delay the assumption of control by a holder of a large block of our Common Stock and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of our stockholders.

Registration Rights Agreement

     The Company will enter into a registration rights agreement on the Effective Date (the "Registration Rights Agreement”) with the Eligible Holders (as such term is defined in the Registration Rights Agreement) identified on Schedule I thereto. The Registration Rights Agreement may require the Company to register certain securities under the Securities Act of 1933, as amended, in accordance with the terms and conditions set forth in the Registration Rights Agreement.

          The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 4.1 to this registration statement and is incorporated herein by reference.

Transfer Agent and Registrar

     The transfer agent and registrar for our Common Stock is BNY Mellon Shareowner Services.

Item 2. Exhibits.

Exhibit No.	Description
2.1	Joint Plan of Reorganization for the Company and its subsidiaries (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 15, 2010).
3.1*	Form of Second Amended and Restated Certificate of Incorporation, which will become effective upon the Effective Date.

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Exhibit No.	Description
3.2*	Form of Sixth Amended and Restated Bylaws, which will become effective upon the Effective Date.
4.1*	Form of Registration Rights Agreement to be entered into by and among the Company and the Eligible Holders listed on Schedule I thereto which will become effective upon the Effective Date.

* Filed herewith

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SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	R.H. DONNELLEY CORPORATION
Date: January 20, 2010	By:	/s/ Mark W. Hianik
		Name:	Mark W. Hianik
		Title:	Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Joint Plan of Reorganization for the Company and its subsidiaries (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 15, 2010).
3.1*	Form of Second Amended and Restated Certificate of Incorporation, which will become effective upon the Effective Date.
3.2*	Form of Sixth Amended and Restated Bylaws, which will become effective upon the Effective Date.
4.1*	Form of Registration Rights Agreement to be entered into by and among the Company and the Eligible Holders listed on Schedule I thereto which will become effective upon the Effective Date.

* Filed herewith

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EX-3.1

Exhibit 3.1

SECOND

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

R.H. DONNELLEY CORPORATION

          R.H. Donnelley Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (as amended, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

          That the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 6, 1973 under the name DUN & BRADSTREET COMPANIES, INC.

          That the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 16, 2008 under the name R.H. DONNELLEY CORPORATION.

          That this Second Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the DGCL, and amends, integrates and restates, in their entirety, the provisions of the Corporation’s Certificate of Incorporation. Provision for the making of this Second Amended and Restated Certificate of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware dated as of January 12, 2009 confirming the Joint Plan of Reorganization for R.H. Donnelley Corporation and its Subsidiaries (as Modified) (the “Plan”) filed pursuant to Section 1121(a) of chapter 11 of title 11 of the United States Code.

          The Corporation’s Certificate of Incorporation is hereby amended, integrated and restated so as to read in its entirety as follows:

          1. Name. The name of the corporation is Dex One Corporation (the “Corporation”).

          2. Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware. The name of its registered agent at such address is The Corporation Trust Company.

          3. Nature of Business; Purpose. The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended, the “DGCL”).

          4. Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is Three Hundred Ten Million (310,000,000) shares, consisting of: (a) Three Hundred Million (300,000,000) shares of common stock, $.001 par value per share

(the “Common Stock”); and (b) Ten Million (10,000,000) shares of preferred stock, $.001 par value per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.

               A. Common Stock. Except as otherwise provided (i) by the DGCL, (ii) by Article 4.B, or (iii) by resolutions, if any, of the Board of Directors fixing the relative powers, preferences and rights and the qualifications, limitations or restrictions of any series of Preferred Stock, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each share of Common Stock shall have one vote upon all matters to be voted on by the holders of the Common Stock. Subject to the rights and preferences of any series of Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions. Each share of Common Stock shall share equally, subject to the rights and preferences of any series of outstanding Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), in all assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.

               B. Preferred Stock. The Preferred Stock may be issued at any time and from time to time in one or more series. Subject to the provisions of this Second Amended and Restated Certificate of Incorporation, the Board of Directors is hereby expressly authorized to fix from time to time by resolution or resolutions, the designation of any series of Preferred Stock (which may be distinguished by number, letter or title) and the number of shares of any series of Preferred Stock, and to determine the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such series, including, without limitation, to provide that any such series may be: (i) subject to redemption (including any sinking or purchase fund) at such time or times and at such price or prices or rate or rates, and with such adjustments; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, at such price or prices or at such rate or rates of conversion or exchange and any adjustments thereto; or (v) entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary of the Corporation, upon the issue of any additional stock (including additional shares of such series or of any other class or series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of the Corporation of any outstanding stock of the Corporation; all as may be stated in such resolution or resolutions. Further, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or otherwise acquired by the Corporation, or which, if convertible or exchangeable, have been converted into or exchanged for

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shares of stock of any other class or classes or series shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock and to any filing required by law.

               C. Non-Voting Stock. Notwithstanding anything herein to the contrary, the Corporation shall not be authorized to issue non-voting capital stock of any class, series or other designation to the extent prohibited by Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”); provided, however, that the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only have such force and effect for so long as such Section 1123(a)(6) is in effect and applies to the Corporation and (iii) be deemed void or eliminated if required under applicable law.

          5. Board of Directors.

               A. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Directors need not be stockholders of the Corporation or residents of the State of Delaware. Elections of directors need not be by ballot.

               B. Number. Except as otherwise provided by resolutions, if any, of the Board of Directors fixing the relative powers, preferences and rights and the qualification, limitations or restrictions of any series of Preferred Stock, the number of directors constituting the Board of Directors shall be not less than 3 directors, the exact number of directors to be fixed by, or in the manner provided in, the Bylaws of the Corporation. In no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

               C. Committees. The Board of Directors may, in the manner provided in the Bylaws of the Corporation, designate one or more committees which, to the extent provided in the Bylaws of the Corporation or any resolution of the Board of Directors, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation to the full extent permitted by law, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

               D. Bylaws. Subject to any limitations that may be imposed by the stockholders, the Board of Directors shall have power to make, alter, amend or repeal any or all of the Bylaws of the Corporation in the manner and subject to the approval requirement set forth in the Bylaws.

          6. Preemptive Rights. No holder of shares of stock of the Corporation of any class shall have any preemptive right or be entitled as a matter of right to subscribe for or purchase any part of any new or additional issue of stock or any securities of any kind whatsoever, whether now or hereafter authorized.

          7. Stockholder Action Without a Meeting. Except as otherwise provided by resolutions, if any, of the Board of Directors fixing the relative powers, preferences and rights and the qualifications,

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limitations or restrictions of any series of Preferred Stock, no action may be taken by stockholders of the Corporation, except at an annual or special meeting of stockholders of the Corporation, and stockholder action by written consent is prohibited.

          8. Personal Liability. No person who is or was a director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists or hereafter may be amended. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to the Corporation or its stockholders shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended. Any repeal, amendment or modification of this Article 8 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Second Amended and Restated Certificate of Incorporation inconsistent with this Article 8 will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect (or eliminate or reduce) any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any event or act or omission of such director occurring prior to, such repeal, amendment or modification or adoption of such inconsistent provision with respect to events, acts or omissions occurring prior to such repeal, amendment or modification or adoption of such inconsistent provision, or if applicable, modification of law.

          9. Right to Indemnification.

               A. Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, company, limited liability company, joint venture, trust, non-profit entity or other enterprise, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving, at the request of the Corporation, as a director, officer, employee or agent, against all liability and loss suffered (including judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Article 9.C, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

               B. Prepayment of Expenses of Directors and Officers. The Corporation shall pay or reimburse (on an unsecured basis) an Indemnified Person for the reasonable expenses (including attorneys’ fees) actually incurred by such Indemnified Person in connection with any such Proceeding

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in advance of its final disposition or final judicial decision (hereinafter an “advancement of expenses”); provided, however, that, if and to the extent required by law, such payment or reimbursement of expenses in advance of the final disposition of or final judicial decision regarding the Proceeding shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined at final disposition or by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnified Person is not entitled to be indemnified for such expenses under this Article 9 or otherwise.

               C. Claims. If a claim for indemnification or advancement of expenses under this Article 9 is not paid in full by the Corporation within 30 days after a written claim by the Indemnified Person has been received by the Corporation, the Indemnified Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnified Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In any action brought by the Indemnified Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnified Person to enforce a right to an advancement of expenses) it shall be a defense that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. Further, in any action brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking by an Indemnified Person, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such an action brought by the Indemnified Person, be a defense to such action. In any action brought by the Indemnified Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnified Person is not entitled to be indemnified, or to such advancement of expenses, under this Article 9 or otherwise shall be on the Corporation.

               D. Contract Right; Non-Exclusivity of Rights. The rights conferred by Article 9.A and Article 9.B shall be contract rights that shall fully vest at the time the Indemnified Person first assumes such Indemnified Person’s position as a director or officer of the Corporation. The rights conferred on any person by this Article 9 shall not be exclusive of any other rights which such person may have under the Corporation’s certificate of incorporation prior to the effectiveness of this Second Amended and Restated Certificate of Incorporation or may have or hereafter acquire under any statute, provision of this Second Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

               E. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, trustee, manager, employee or agent of the Corporation or another corporation, or of a partnership, company, limited liability company, joint venture, trust, non- profit entity or other enterprise (including any employee benefit plan) against any expense, liability or

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loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under applicable law, this Article 9 or otherwise.

               F. Indemnification of and Advancement of Expenses of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article 9 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

               G. Limitations. The Corporation shall not be liable under this Article 9 to make any payment in connection with any claim made against the Indemnified Person (or pay or reimburse any expenses to any Indemnified Person) to the extent the Indemnified Person has otherwise actually received payment (under any insurance policy, other right of indemnity or agreement or otherwise) of the amounts otherwise indemnifiable or payable hereunder. The Corporation shall not be liable to indemnify any Indemnified Person under this Article 9: (a) for any amounts paid in settlement of any Proceeding effected without the Corporation’s written consent, which consent shall not be unreasonably withheld or delayed, or (b) for any judicial award if the Corporation was not given a reasonably timely opportunity to participate, at its expense, in the defense of such action, but only to the extent that the failure to be given such reasonably timely opportunity actually and materially prejudiced the Corporation’s ability to defend such action.

               H. Subrogation. In the event of payment under this Article 9, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Corporation effectively to bring suit to enforce such rights.

               I. Amendment or Repeal; Successors. No amendment, modification or repeal of the provisions of this Article 9, nor the adoption of any provision of this Second Amended and Restated Certificate of Incorporation inconsistent with this Article 9, nor to the fullest extent permitted by applicable law, any modification of law, shall adversely affect (or eliminate or reduce) any right or protection hereunder of any person in respect of any event, act or omission occurring prior to the time of such amendment, modification or repeal, or adoption of any inconsistent provision or, if applicable, modification of law (regardless of when any Proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed). The rights conferred by this Article 9 shall inure to the benefit of any Indemnified Person (and shall continue as to an Indemnified Person who has ceased to be a director or officer) and such person’s legal representatives, executors, administrators, heirs, devises and legatees.

          10. Amendment or Repeal of Articles 3, 4.C, 5, 7, 8, 9, 10, 12 or 13. The amendment, alteration or repeal of Articles 3, 4.C, 5, 7, 8, 9, 10, 12 or 13 of this Second Amended and Restated Certificate of Incorporation shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; all other amendments to this Second Amended and Restated Certificate of Incorporation shall require the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

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          11. Registered Holders. The Corporation shall be entitled to treat the person in whose name any share of stock or any warrant, right or option is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share, warrant, right or option on the part of any other person, whether or not the Corporation shall have notice thereof, save as may be expressly provided otherwise by law.

          12. DGCL Section 203. The Corporation hereby elects to be governed by Section 203 of the DGCL.

          13. Restrictions on Transfers of Shares.

                    A. Definitions. As used in this Article 13, the following capitalized terms have the following meanings when used herein with initial capital letters (and any references to any portions of Treasury Regulation §§ 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions):

          (a) “4.9-percent Transaction” means any Transfer described in clause (a) or (b) of Article 13.B.

          (b) “4.9-percent Shareholder” a Person who owns 4.9% or more of the Corporation’s then-outstanding Common Shares, whether directly or indirectly, and including shares such Person would be deemed to constructively own or which otherwise would be aggregated with shares owned by such Person pursuant to Section 382 of the Code, or any successor provision or replacement provision and the Treasury Regulations thereunder.

          (c) “Agent” has the meaning set forth in Article 13.E.

          (d) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the rulings issued thereunder.

          (e) “Common Shares” means any interest in Common Stock, par value $0.001 per share, of the Corporation that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

          (f) “Corporation Security” or “Corporation Securities” means (i) Common Shares, (ii) shares of preferred stock issued by the Corporation (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v) and 1.382-4) to purchase Securities of the Corporation, and (iv) any Shares.

          (g) “Effective Date” means the date of filing of this Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

          (h) “Excess Securities” has the meaning given such term in Article 13.D.

          (i) “Expiration Date” means the earlier of (i) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Article

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13 is no longer necessary for the preservation of Tax Benefits, (ii) the beginning of a taxable year of the Corporation to which the Board of Directors determines that no Tax Benefits may be carried forward, (iii) such date as the Board of Directors shall in good faith determine that it is in the best interests of the Corporation and its stockholders for the transfer limitations in this Article 13 to expire, or (iv) February 2, 2011.

          (j) “Percentage Share Ownership” means the percentage Share Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation §§ 1.382-2T(g), (h), (j) and (k) and 1.382-4 or any successor provision.

          (k) “Person” means any individual, firm, corporation or other legal entity, including a group of persons treated as an entity pursuant to Treasury Regulation § 1.382-3(a)(1)(i); and includes any successor (by merger or otherwise) of such entity.

          (l) “Prohibited Distributions” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

          (m) “Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article 13.

          (n) “Public Group” has the meaning set forth in Treasury Regulation § 1.382-2T(f)(13).

          (o) “Purported Transferee” has the meaning set forth in Article 13.D.

          (p) “Securities” and “Security” each has the meaning set forth in Article 13.G.

          (q) “Share Ownership” means any direct or indirect ownership of Shares, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code and the regulations thereunder.

          (r) “Shares” means any interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

          (s) “Tax Benefits” means the net operating loss carryforwards, capital loss carryforwards, general business credit carryforwards, alternative minimum tax credit carryforwards and foreign tax credit carryforwards, as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any direct or indirect subsidiary thereof, within the meaning of Section 382 of the Code.

          (t) “Transfer” means, any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a person, other than the Corporation, that alters the Percentage Share Ownership of any Person. A Transfer also

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shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant of an option by the Corporation, nor shall a Transfer include the issuance of Shares by the Corporation.

          (u) “Transferee” means any Person to whom Corporation Securities are Transferred.

          (v) “Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

                    B. Transfer And Ownership Restrictions. In order to preserve the Tax Benefits, from and after the Effective Date of this Article 13 any attempted Transfer of Corporation Securities prior to the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date, subject to the exceptions set forth in Article 13.C, shall be prohibited and void ab initio to the extent that, as a result of such Transfer (or any series of related Transfers of which such Transfer is a part), either (a) any Person or Persons would become a 4.9-percent Shareholder or (b) the Percentage Share Ownership in the Corporation of any 4.9-percent Shareholder would be increased.

                    C. Exceptions.

          (w) Notwithstanding anything to the contrary herein, Transfers to a Public Group (including a new Public Group created under Treasury Regulation § 1.382-2T(j)(3)(i)) shall be permitted.

          (x) The restrictions set forth in Article 13.B shall not apply to an attempted Transfer that is a 4.9-percent Transaction if the transferor or the Transferee obtains the written approval of the Board of Directors or a duly authorized committee thereof. The Board of Directors shall be deemed to have consented to any such proposed Transfer within 20 days of receiving written notice, unless the Board of Directors determines in good faith based on their reasonable assessment that the proposed Transfer could jeopardize the realization of the Tax Benefits and the transferor has been notified of such determination; provided that the Board of Directors may grant such approval notwithstanding the effect of such approval on the Tax Benefits if it determines that the approval is in the best interests of the Corporation. The Board of Directors, to the fullest extent permitted by law, may exercise the authority granted by this Article 13 through duly authorized officers or agents of the Corporation. Nothing in this Article 13.C shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

                    D. Excess Securities.

           (y) No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the

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Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of a stockholder of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the transferor unless and until the Excess Securities are transferred to the Agent pursuant to Article 13.E or until an approval is obtained under Article 13.C. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of Article 13.D or Article 13.E shall also be a Prohibited Transfer.

          (z) The Corporation may require as a condition to the registration of the Transfer of any Corporation Securities or the payment of any distribution on any Corporation Securities that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to its direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its share transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this Article 13, including, without limitation, authorizing such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of shares and other evidence that a Transfer will not be prohibited by this Article 13 as a condition to registering any transfer.

                    E. Transfer To Agent. If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation sent to the Purported Transferee within 20 days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers (which may include the Corporation) the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Article 13.F if the Agent rather than the Purported Transferee had resold the Excess Securities.

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                    F. Application Of Proceeds And Prohibited Distributions. The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, together, in either case, with any Prohibited Distributions, as follows: (a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Prohibited Transfer without consideration, the fair market value, (1) calculated on the basis of the closing market price for the Corporation Securities on the day before the Prohibited Transfer or, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Prohibited Transfer or, if none, on the last preceding day for which such quotations exist, or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board of Directors, which amount shall be determined at the discretion of the Board of Directors); and (c) third, any remaining amounts shall be paid to one or more organizations qualifying under section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors. The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any transferor of Excess Securities. The Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to this Article 13.F. In no event shall the proceeds of any sale of Excess Securities pursuant to this Article 13.F inure to the benefit of the Corporation or the Agent, except to the extent used to cover costs and expenses incurred by the Agent in performing its duties hereunder.

                    G. Modification Of Remedies For Certain Indirect Transfers. In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause a 4.9-percent Shareholder to violate a restriction on Transfers provided for in this Article 13, the application of Article 13.E and Article 13.F shall be modified as described in this Article 13.G. In such case, no such 4.9-percent Shareholder shall be required to dispose of any interest that is not a Security, but such 4.9-percent Shareholder and/or any Person whose ownership of Securities is attributed to such 4.9-percent Shareholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.9-percent Shareholder, following such disposition, not to be in violation of this Article 13; provided, however, that no 4.9-percent Shareholder shall be required to dispose of any Securities which it had owned or acquired as of the Effective Date. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Article 13.E and Article 13.F, except that the maximum aggregate amount payable either to such 4.9-percent Shareholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such 4.9-percent Shareholder or such other Person. The purpose of

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this Article 13.G is to extend the restrictions in Article 13.B and Article 13.E to situations in which there is a 4.9-percent Transaction without a direct Transfer of Securities, and this Article 13.G, along with the other provisions of this Article 13, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

                    H. Legal Proceedings; Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty days from the date on which the Corporation makes a written demand pursuant to Article 13.E, then the Corporation shall promptly take all cost effective actions which it believes are appropriate to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Article 13.H shall (i) be deemed inconsistent with any Transfer of the Excess Securities provided in this Article 13 being void ab initio, (ii) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand or (iii) cause any failure of the Corporation to act within the time periods set forth in Article 13.E to constitute a waiver or loss of any right of the Corporation under this Article 13. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this Article 13.

                    I. Obligation To Provide Information. As a condition to the registration of the Transfer of any Corporation Securities, any Person who is a beneficial, legal or record holder of Corporation Securities, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may reasonably request from time to time in order to determine compliance with this Article 13 or the status of the Tax Benefits of the Corporation and the Corporation shall keep such information confidential.

                    J. Legends. The Board of Directors shall require that any certificates issued by the Corporation evidencing ownership of Corporation Securities that are subject to the restrictions on transfer and ownership contained in this Article 13 bear the following legend:

“THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), THAT IS TREATED AS OWNED BY A 4.9 PERCENT SHAREHOLDER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE SHARES WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF

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DELAWARE (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CORPORATION’S CERTIFICATE OF INCORPORATION TO CAUSE THE 4.9 PERCENT SHAREHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.”

                    K. Authority Of Board Of Directors. The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article 13, including, without limitation, (i) the identification of 4.9-percent Shareholders, (ii) whether a Transfer is a 4.9-percent Transaction or a Prohibited Transfer, (iii) the Percentage Share Ownership in the Corporation of any 4.9-percent Shareholder, (iv) whether an instrument constitutes a Corporation Security, and (v) the amount (or fair market value) due to a Purported Transferee pursuant to Article 13.F. In addition, the Board of Directors may, to the extent permitted by applicable law, from time to time and subject to the terms hereof and thereof, establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article 13 for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article 13.

                    Notwithstanding anything herein to the contrary, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this Article 13, (ii) modify the definitions of any terms set forth in this Article 13 (other than the term “Expiration Date”) or (iii) modify the terms of this Article 13 (other than the Expiration Date) as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.

                    In the case of an ambiguity in the application of any of the provisions of this Article 13, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article 13 requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article 13. All such actions, calculations, interpretations and

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determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article 13. The Board of Directors may delegate all or any portion of its duties and powers under this Article 13 to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article 13 through duly authorized officers or agents of the Corporation. Nothing in this Article 13 shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

                    L. Reliance. To the fullest extent permitted by law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller of the Corporation and the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the determinations and findings contemplated by this Article 13. The members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any Corporation Securities owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Securities and Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

                    M. Benefits Of This Article 13. Nothing in this Article 13 shall be construed to give to any Person other than the Corporation or the Agent any legal or equitable right, remedy or claim under this Article 13. This Article 13 shall be for the sole and exclusive benefit of the Corporation and the Agent.

                    N. Severability. The purpose of this Article 13 is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this Article 13 or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article 13.

                    O. Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this Article 13, (a) no waiver will be effective unless expressly contained in a writing signed by the waiving party; and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

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          IN WITNESS WHEREOF, has caused this Second Amended and Restated Certificate of Incorporation to be signed by                     , its                     , this                      day of January, 2010.

R.H. DONNELLEY CORPORATION
By	/s/
	Name:
	Title:

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EX-3.2

Exhibit 3.2

SIXTH

AMENDED AND RESTATED

BYLAWS

OF

DEX ONE CORPORATION

(As amended and in effect as of January [___], 2010)

ARTICLE I — STOCKHOLDERS

Section 1.01 Annual Meeting. An annual meeting of the stockholders of Dex One Corporation (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place (within or without the State of Delaware), on such date, and at such time as the Board of Directors of the Corporation (the “Board of Directors”) shall designate and as may be stated in the notice of the annual meeting. The Board of Directors may, in its sole discretion, determine that the annual meeting shall not be held at any place, but shall be held solely by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law. The first annual meeting of stockholders following the date on which all conditions to the consummation of the Joint Plan of Reorganization of R.H. Donnelley Corporation and its Subsidiaries (as Modified) (the “Plan”) filed pursuant to Section 1121(a) of Chapter 11 of Title 11 of the United States Code and confirmed by an order of the United States Bankruptcy Court for the District of Delaware dated as of January 12, 2010 have been satisfied or waived as provided in Article IX of the Plan, and all acts, events, terms and conditions contemplated under the Plan to occur on the Effective Date as defined by the Plan have occurred (the “Effective Date”), shall be held no earlier than the first anniversary of the Effective Date and no later than 75 days following the date that the Corporation files its annual report on Form 10-K for the fiscal year ended December 31, 2010.

Section 1.02 Special Meeting. Special meetings of the stockholders may only be held upon call of a majority of the entire Board of Directors (as defined in Section 2.01), the Chairman of the Board, the Chief Executive Officer or the President, or by the Secretary at the request in writing of stockholders holding shares representing at least 25% of the voting power of shares of stock issued and outstanding and entitled to vote on the matter(s) and for the purposes stated in the written request of such stockholders. Any such written request for a special meeting must include a notice which complies with the procedures set forth in Section 1.06 applicable to a special meeting requested by stockholders. Special meetings of the stockholders may be held at such time and at such place, within or without the State of Delaware, as may be designated by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, as the case may be, and as may be stated in the notice setting forth such call. The Board of Directors may, in its sole discretion, determine that the special meeting shall not be held at any place, but shall be held solely

by means of remote communication, subject to such guidelines and procedures as the Board of Directors may adopt, as permitted by applicable law. The business transacted at a special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of the meeting. Nominations of persons for election to the Board of Directors pursuant to Section 2.01 may be made at a special meeting of stockholders called by stockholders at which directors are to be elected; provided that any nomination by a stockholder of any person for election to the Board of Directors at such a special meeting must be delivered at the time the stockholder requests a special meeting and must comply with the applicable procedures set forth in Section 1.06.

Section 1.03 Notice of Meetings; Adjournment. Written notice of the place, if any, date, and time of all meetings of the stockholders and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall be given in accordance with this Section 1.03 and Article VI, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise required by law.

Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place, if any. Notice need not be given of any such adjourned meeting if the date, time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given in accordance with this Section 1.03 and Article VI.

An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice.

Section 1.04 Quorum. At all meetings of the stockholders of the Corporation, the holders of a majority in voting power of the shares of stock issued and outstanding and entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of any business, except as otherwise required by law, the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”), or these Bylaws for a specified action; provided that if a separate class vote is required with respect to any matter, the holders of a majority in voting power of the shares of stock of such class issued and outstanding and entitled to vote, present in person or by proxy, shall constitute a quorum of such class for the transaction of any business, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws for a specified action. If such a quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or stockholders entitled to cast a majority of the votes entitled to be cast thereat, present in person or by proxy, shall have power to adjourn the meeting to another place, date or time.

Section 1.05 Stockholders Entitled to Vote and Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any

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rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of any meeting of stockholders, nor more than 60 days prior to the time for such other action as hereinbefore described, except that a separate record date may be established to determine the stockholders entitled to vote at any meeting of stockholders, which record date shall be any date after the date that the notice of such meeting of stockholders is given pursuant to this Section 1.05 and before or on the date of such meeting of stockholders; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the next day preceding the day on which notice is given or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date or record dates to determine the stockholders entitled to notice of or to vote at such adjourned meeting.

Section 1.06 Order of Business at Annual Meetings and Special Meetings. At any annual meeting, such business (including nominations for election of directors) shall be conducted only if brought before such annual meeting by or at the direction of the Board of Directors or by any stockholder who is a stockholder of record on the date of the giving of the notice provided for in this Section 1.06 and on the record date for the determination of stockholders entitled to vote at such annual meeting, and who complies with the procedures set forth in this Section 1.06.

For business to be properly brought before an annual meeting by a stockholder, the business must be a proper subject for action by stockholders and the stockholder must give written notice to the Secretary of the Corporation (the “Secretary”) in accordance with this Section 1.06. The stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not more than 120 days and not less than 90 days in advance of the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was first mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting the following: (i) a description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and the complete text of any resolutions to be presented at the meeting; (ii) the name and address of the stockholder, as it appears on the Corporation’s books, and of the beneficial owner, if any, on whose behalf the business is being brought; (iii) a representation that the stockholder is a holder of the Corporation’s voting stock and the class or series and number of shares of stock of the Corporation which are owned beneficially or of record by the stockholder or beneficial owner; (iv) any material interest of the stockholder or beneficial owner in such business; and (v) whether and the extent to which any hedging or other transaction or series of transactions has been entered into

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by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or beneficial owner with respect to any share of stock of the Corporation (which information shall be updated by such stockholder and beneficial owner, if any, as of the record date to determine the stockholders entitled to vote at the meeting not later than 10 days after such record date). In the case of nomination(s) for election as a director, the stockholder’s notice must comply with the previous two sentences and shall also include: (A) the name, age, business address and residence address of the nominee(s); (B) the principal occupation or employment of the nominee(s); (C) the class or series and number of shares of stock of the Corporation which are owned beneficially or of record by the nominee(s); (D) a description of all arrangements or understandings among the stockholder or such beneficial owner and the nominee(s), pursuant to which the nomination(s) are to be made by the stockholder or beneficial owner; (E) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee; and (F) any other information relating to the nominee(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. All notices of intent to make a nomination for election as a director shall be accompanied by the written consent of each nominee to serve as director of the Corporation if so elected.

Notwithstanding the foregoing provisions of this Section 1.06, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with respect to all matters set forth in this Section 1.06.

In connection with any request by stockholders for a special meeting of stockholders pursuant to Section 1.02, including any nomination of any person for election to the Board of Directors at such special meeting, the request for such special meeting must include a notice which complies with the two paragraphs immediately preceding this paragraph.

The chairman of any meeting of stockholders shall, if the facts warrant, determine and declare that business (including any stockholder nominations for election of director(s)) not properly brought before the meeting in accordance with the provisions of this Section 1.06 shall not be transacted at the meeting.

Notwithstanding anything in this Section 1.06 to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board of Directors before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 1.06 shall also be considered timely, but only with respect to nominees for the additional directorships created by the increase in the size of the Board of Directors that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the

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Corporation. Notwithstanding the foregoing provisions of this Section 1.06, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with respect to all matters set forth in this Section 1.06.

At all meetings of the stockholders, the Chairman of the Board, or, in the Chairman of the Board’s absence (or inability or refusal to act), the Chief Executive Officer, President, or, in the absence (or inability or refusal to act) of all of the aforementioned officers, the most senior Vice-President, shall act as chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business which is not a proper matter for stockholder action or not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, the opening and closing of the voting polls, whether any vote shall be by written ballot, the adjournment of the meeting and the appointment of one or more inspectors to act at the meeting. The secretary of each meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

If authorized by the Board of Directors in accordance with these Bylaws and applicable law, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, (1) participate in a meeting of stockholders and (2) be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 1.07 Proxies. Subject to applicable law, every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, including waiving any notice of any meeting, voting or participating at a meeting. No proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if and only so long as it is coupled with an interest sufficient in law to support an irrevocable power.

Execution of a proxy may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

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A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.

Any copy, facsimile or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.08 Voting by Fiduciaries, Pledgors and Joint Owners. Persons holding voting stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation such pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee or such pledgee’s proxy may represent said stock and vote thereon.

If voting stock is held of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants-in-common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a)	if only one votes, such act binds all,
(b)	if more than one votes, the act of the majority so voting binds all,
(c)	if more than one votes, but the vote is evenly split on any particular matter, each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by such court.

If the instrument so filed shows that any such tenancy is held in unequal interest, a majority or even-split for the purpose of this paragraph shall be a majority or even-split in interest.

Section 1.09 Method of Voting; Required Vote. The vote at any election or upon any question at any meeting of stockholders need not be by written ballot, except as required by law. Notwithstanding the immediately preceding sentence, the Board of Directors, in its discretion, or the chairman presiding at a meeting of stockholders, in the chairman’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors (which shall be governed by Sections 2.01 and 2.03), shall be determined by a majority of the voting power of the shares of stock issued and outstanding present in person or by proxy at the

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meeting and entitled to vote thereon (and in the context of a separate class vote, a majority of the voting power of the shares of stock of such class issued and outstanding present in person or by proxy at the meeting and entitled to vote thereon).

Section 1.10 Stockholders List. A complete list of stockholders entitled to vote at any meeting of stockholders, for each class or series of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting, at the principal place of business of the Corporation (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date). Nothing contained in this Section 1.10 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place other than the Corporation’s principal place of business, then the stockholders list shall also be kept at the place of the meeting during the whole time of the meeting and shall be open to the examination of any stockholder who is present and entitled to vote at such meeting. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II — BOARD OF DIRECTORS

Section 2.01 Number and Election. The number of directors constituting the entire Board of Directors, which shall be not less than 3 directors, shall be fixed from time to time solely by a resolution passed by (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors. For purposes of these Bylaws, the “Sunset Time” shall mean the time of the commencement of the second annual meeting of the stockholders of the Corporation after the Effective Date. The initial number of directors constituting the entire Board of Directors shall be seven. As used in these Bylaws, the term “entire Board of Directors” means the total number of directors the Corporation would have if there were no vacancies. Pursuant to the Plan, the directors as of the Effective Date are David C. Swanson, Alan F. Schultz, Mark McEachen, Jonathan B. Bulkeley, W. Kirk Liddell, Richard Kuersteiner and Eugene I. Davis. Except as provided in Section 2.03, directorships shall be filled at each annual meeting of the stockholders or at a special meeting called by the stockholders where the election of directors is a purpose stated in the written request of the requisite stockholders requesting a special meeting in accordance with Section 1.02 and Section 1.06. Each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Except as provided in Section 2.03, each director shall be elected by the vote of the majority of the votes cast with respect to the director at an annual meeting of stockholders at which a quorum is present; provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the votes of the plurality of the shares represented in person or by proxy at such annual meeting and entitled to vote on the election of directors. A majority of the votes cast in an election of a director shall mean that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election and, unless

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otherwise provided by Delaware law, shares not present, “broker nonvotes” and shares voting “abstain” or “abstentions” shall not be counted as a vote cast either “for” or “against” a director’s election for purposes of determining whether a nominee for director has received a majority of the votes cast.

If a nominee for director who is an incumbent director is not elected, the director shall promptly tender such director’s resignation to the Board of Directors. The Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors will act on the Corporate Governance Committee’s recommendation and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Corporate Governance Committee’s recommendation or the Board of Director’s decision with respect to his or her resignation. In addition, if there are not at least two members of the Corporate Governance Committee who were elected at the annual meeting, then each of the independent members of the Board of Directors who were elected at the meeting shall appoint a committee amongst themselves to consider all resignations tendered and recommend to the Board of Directors whether to accept them (which committee of the independent members shall act in lieu of the Corporate Governance Committee with respect to the resignations tendered in such circumstances).

If the incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until such director’s successor is elected and qualified or such director’s earlier death resignation or removal. If the Board of Directors accepts a director’s resignation pursuant to this Section 2.01, or if a nominee for director is not elected and the nominee is not an incumbent director, the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 2.03 or may decrease the size of the Board of Directors by resolution.

Section 2.02 Nomination of Directors. Subject to any limitations stated in the Certificate of Incorporation and except as may otherwise be provided in the Certificate of Incorporation with respect to the holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances, nominations for the election of directors may only be made by the Board of Directors, the Corporate Governance Committee or the applicable committee established by the Board of Directors in accordance with Article III (a “Committee”), as appropriate, or by any stockholder entitled to vote in the election of directors generally who complies with the notice procedures set forth in Section 1.06. No person shall be eligible for election as a director unless nominated in accordance with this Section 2.02 and, in the case of a nominee by any stockholder, Section 1.06.

Section 2.03 Vacancies and Increases. Newly created directorships resulting from any increase in the authorized number of directors or any vacancy on the Board of Directors resulting from death, resignation, removal or other cause shall be filled solely by a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director and may not be filled by any other person or persons, including stockholders. Any director appointed in accordance with this Section 2.03 to fill a newly created directorship or to fill a vacancy shall serve until the next

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annual meeting of stockholders that is at least 120 days after the appointment of such director and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or removal.

Section 2.04 Powers. In addition to the powers and authority expressly conferred upon the Board of Directors by law, the Board of Directors may exercise all the powers of the Corporation and do all such lawful acts and things as may be done by the Corporation which are not in violation of law, or required to be exercised or done by the stockholders under applicable law, the Certificate of Incorporation or these Bylaws.

Section 2.05 Meeting of Newly Elected Board of Directors. The newly elected Board of Directors may meet at the place of the meeting at which such newly elected Board of Directors was elected, for the purpose of organization or otherwise, and no notice of such meeting to the newly elected directors shall be necessary in order to validly constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as may be fixed by the consent in writing of all of the newly elected directors, or upon notice as provided in Section 2.09, or without notice as provided in Section 6.02.

Section 2.06 Meetings. Regular meetings of the Board of Directors may be held at such times as shall from time to time be determined by the Board of Directors by resolution or otherwise. Special meetings shall be held only when called by the Chairman of the Board, the Chief Executive Officer, the President or any two directors.

Section 2.07 Place of Meetings. Except as otherwise provided in Section 2.05, meetings of the Board of Directors may be held at such place within or without the State of Delaware as shall be stated in the notice of meeting or waiver thereof. Any member or members of the Board of Directors or of any Committee may participate in a meeting of the Board of Directors, or any such Committee, as the case may be, by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 2.08 Quorum; Required Vote. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of (i) prior to the Sunset Time, the lesser of (x) 66 2/3% of the directors present at any meeting at which there is a quorum and (y) a majority of the entire Board of Directors and (ii) on and after the Sunset Time, a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors unless a greater number is required by law or by the Certificate of Incorporation. If at any meeting of the Board of Directors there shall be less than a quorum present, then a majority of those present may adjourn the meeting from time to time to another place, date or time, without notice other than announcement at the meeting, until a quorum is obtained.

Section 2.09 Board of Directors’ Notices. Except as otherwise provided in Section 6.02, notice of each special meeting of the Board of Directors shall be given to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail, and shall state the place, date and time for the meeting. Any such notice shall be addressed,

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where applicable, to such director at his or her last known address as the same appears on the books of the Corporation. Notice of a meeting of the Board of Directors shall state the purpose or purposes thereof and no other business may come before the meeting except if the directors present and voting at the meeting constitute at least 66 2/3% of the persons who are then directors and entitled to vote on whatever business may come before the meeting, and such directors agree upon such matters to be discussed and/or transacted at such special meeting. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders in the same place, if any, at which such meeting was held.

Section 2.10 Compensation and Expenses. Directors may receive such compensation and expenses, including such compensation and expenses for attendance at meetings of the Board of Directors, the Audit and Finance Committee, the Compensation and Benefits Committee, the Corporate Governance Committee, or any other Committee established in accordance with Article III, as may be determined from time to time by affirmative vote of (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.11 Director Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, if a written consent (which may be by facsimile, telecopy or other electronic transmission) thereto is signed by all members of the Board of Directors or of such Committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or the Committee.

Section 2.12 Resignation and Vacancies. Any director may resign effective upon giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, following the receipt of notice of resignation in accordance with this Section 2.12, the Board of Directors may, in accordance with Section 2.03, elect a successor to take office when the resignation becomes effective.

Section 2.13 Reliance upon Records. Every director, and every member of any Committee, shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

ARTICLE III — COMMITTEES

The Corporation shall have a standing Audit and Finance Committee, Compensation and Benefits Committee and Corporate Governance

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Committee of the Board of Directors, in each case to be maintained in compliance with the rules and regulations of the Securities and Exchange Commission, the stock exchange on which the Corporation’s common stock is then listed and applicable law, and in each case with such rights, duties and obligations as are customarily possessed by such committees at similarly situated companies. The Board of Directors may, by resolution or resolutions passed by (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors, designate such other Committees as it may deem appropriate (and may discontinue the same at any time by resolution or resolutions passed by a majority of the entire Board of Directors), each Committee to consist of one or more of the directors of the Corporation. The members of any Committee shall be appointed by, and shall hold office at the pleasure of, (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors. The Board of Directors may designate one or more directors as alternate members of any Committee, who may replace any absent or disqualified member at any meeting of the Committee by resolution or resolutions passed by (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors. No Committee shall have the power to: (i) approve or adopt, or recommend to stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval; (ii) change the number of directors constituting the entire Board of Directors; (iii) fill any vacancy on the Board of Directors or any Committee; or (iv) adopt, amend or repeal these Bylaws. Regular meetings of any Committee shall be held at such time and place as the Committee may determine, and special meetings may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Chairman of the Committee or any other member of the Committee. Notice of each meeting of a Committee shall be given (or waived) in the same manner as notice for a Board of Directors’ meeting may be given (or waived), and a majority of the members of the entire Committee shall constitute a quorum for the transaction of business. The act of (i) prior to the Sunset Time, the lesser of (x) 66 2/3% of the members of any Committee present at any meeting at which there is a quorum, and (y) a majority of the entire Committee and (ii) on and after the Sunset Time, a majority of the members of the entire Committee present at any meeting at which there is a quorum shall be the act of the Committee unless a greater number is required by law or by the Certificate of Incorporation. In the absence of disqualification of any member of any such Committee or Committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the Corporation or any of its subsidiaries and who otherwise is qualified to serve on such Committee, to act at the meeting for all purposes in the place of any such absent or disqualified Committee member.

ARTICLE IV — OFFICERS

Section 4.01 General. The Board of Directors, as soon as may be practicable after each annual meeting of the stockholders, shall appoint officers of the Corporation, including a Chief Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer and shall also choose a Chairman of the Board. The Board of Directors may also elect a President, a Chief Financial Officer, a Chief Operating Officer and a Controller. The Board of Directors may also from time to time (i) appoint such other officers (including one or more Assistant Vice Presidents, and one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or (ii) may delegate to any elected officer of

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the Corporation the power so to appoint and remove any such other officers and to prescribe their respective terms of office, powers and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two offices may be held by the same person.

Section 4.02 Term; Removal; Resignation and Vacancy. All officers of the Corporation shall hold office until their respective successors are elected or appointed and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board of Directors then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Unless otherwise stated in a notice of resignation, a resignation shall take affect when received by the officer to whom it is directed, without any need for its acceptance. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or by any elected officer to whom the Board of Directors has delegated the power to appoint an officer to such office.

Section 4.03 Powers and Duties. Each of the officers of the Corporation shall have powers and duties prescribed by law, by the Bylaws or by the Board of Directors and, unless otherwise prescribed by the Bylaws or by the Board of Directors, shall have such further powers and duties as ordinarily pertain to that office. Any officer, agent, or employee of the Corporation may be required to give bond for the faithful discharge of such person’s duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

ARTICLE V — CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 5.01 Stock Certificates. The shares of stock of the Corporation may be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. The certificates for shares of stock shall be in such form as the Board of Directors may from time to time prescribe.

To the extent shares are represented by a certificate, the certificate of stock shall be signed by such officer or officers of the Corporation as may be permitted by law to sign (which signatures may be facsimiles), and shall be countersigned and registered in such manner, all as the Board of Directors may by resolution prescribe. In case any officer or officers who shall have signed or whose facsimile signature or signatures shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been issued by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 5.02 Book-Entry Shares. Shares of the Corporation’s stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation. Except as otherwise expressly provided by applicable law, the rights and obligations of the holders

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of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

Section 5.03 Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies or other qualified institutions to act as transfer agents or registrars of the stock of the Corporation. Any such bank, trust company or other qualified institution appointed to act as transfer agent or registrar of the stock of the Corporation shall transfer stock of the Corporation in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

Section 5.04 Lost, Destroyed or Wrongfully Taken Certificates. If an owner of a certificate representing shares of stock in the Corporation claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, destruction or wrongful taking of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.

If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form

Section 5.05 Additional Rules and Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient, and not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. All references to stock or shares in these Bylaws shall refer to either stock or shares represented by certificates or uncertificated stock, and no such reference shall be construed to require certificated shares or to grant additional or different rights or obligations as between the holders of certificated and uncertificated stock of the Corporation.

ARTICLE VI — NOTICES

Section 6.01 Notices. Except as otherwise specifically provided herein or required by law, all notices required to be given by the Corporation to any stockholder, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, or by sending such notice by courier such as UPS, Federal Express or Airborne Express, telecopy or facsimile transmission. Any such notice shall be addressed to such stockholder, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered or delivered by courier, telecopy or facsimile transmission shall be the time of the giving of the notice. If mailed, such notice shall be deemed to be given when deposited in United States mail in a sealed envelope addressed to such person at such person’s address as it

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appears on the records of the Corporation with postage paid thereon. Notices to directors shall be given in accordance with Section 2.09.

Section 6.02 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

Attendance at a meeting of stockholders, the Board of Directors, or any Committee as may from time to time be established, shall constitute a waiver of notice of such meeting, except when the stockholder, director or member of such Committee attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.03 Dispensation with Notice. Whenever notice is required to be given by law, the Certificate of Incorporation or these Bylaws to any stockholder to whom (i) notice of two consecutive annual meetings of stockholders, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities of the Corporation during a 12-month period, have been mailed addressed to such stockholder at the address of such stockholder as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting which shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth the then current address of such stockholder, the requirement that notice be given to such stockholder shall be reinstated.

Whenever notice is required to be given by law, the Certificate of Incorporation or these Bylaws to any person with whom communication is unlawful, the giving of such notice to such person shall not be required, and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

ARTICLE VII — MISCELLANEOUS

Section 7.01 Offices. The Corporation may have offices both within and without the State of Delaware.

Section 7.02 Seal. The Corporation may adopt a seal in the discretion of the Secretary, which seal, if adopted, shall have inscribed thereon the name of the Corporation. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered Committee, a facsimile thereof may be impressed or affixed or reproduced.

Section 7.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. In the absence of such resolution, the fiscal year of the Corporation shall be the calendar year beginning January 1 and ending December 31.

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Section 7.04 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or any Vice-President, or any other officer of the Corporation authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equity holders or with respect to any action of stockholders or equity holders of any other corporation, company, partnership or other entity in which the Corporation may hold securities, and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation, company, partnership or other entity, and to dispose of such securities.

Section 7.05 Checks and Notes. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors.

Section 7.06 Inspection of Books. The Board of Directors shall have power to keep the books, documents and accounts of the Corporation outside of the State of Delaware, except as otherwise expressly provided by law. Except as authorized by the Board of Directors, or provided by law, no stockholder shall have any right to inspect any books, document or account of the Corporation, and the Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations the books, documents and accounts of the Corporation (other than the original stock ledger), or any of them, shall be open to the inspection of stockholders.

Section 7.07 Amendment of Bylaws. Except as set forth below, these Bylaws may be amended, altered or repealed and new Bylaws adopted by the affirmative vote of the holders of at least 66 2/3% of the voting power of shares of stock issued and outstanding and entitled to vote generally in the election of directors (voting together as a single class) at a meeting of the stockholders provided notice of the proposed amendment, alteration or new Bylaws shall be included in the notice of the meeting. Except as set forth below, the Board of Directors, by a vote of (i) prior to the Sunset Time, 66 2/3% of, and (ii) on and after the Sunset Time, a majority of, the entire Board of Directors at any meeting, may amend these Bylaws, including any bylaw adopted by the stockholders, provided that the stockholders may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors. Notwithstanding anything to the contrary set forth herein, the Bylaws set forth in Section 1.06, Section 2.01 and this Section 7.07, may not be amended or repealed in any respect, and no provision inconsistent therewith may be adopted by the stockholders or the Board of Directors, without the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of stock issued and outstanding and entitled to vote generally in the election of directors, voting together as a single class.

Section 7.08 Section Headings. The headings of the Articles and Sections of these Bylaws are inserted for convenience or reference only and shall not be deemed to be a part thereof or used in the construction or interpretation thereof.

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EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [                    ], 2010 by and among R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and each Eligible Holder. Capitalized terms used but not otherwise defined herein are defined in Section 13.

          WHEREAS, the Company and all of its subsidiaries are parties to a Joint Plan of Reorganization, dated as of October 21, 2009, filed in the U.S. Bankruptcy Court for the District of Delaware, case no. 09-11833 (jointly administered) under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Plan”);

          WHEREAS, the Company has agreed, upon the terms and subject to the conditions of the Plan, to issue (i) to holders of the unsecured notes of the Company and its subsidiaries (the “Noteholders”) up to 50,000,000 shares of the Company’s Common Stock and (ii) to holders of the 5 7/8% Senior Notes due 2011 and 8 1/2% Senior Notes due 2010 of Dex Media West LLC, a subsidiary of the Company, new unsecured notes issued by the Company in an initial aggregate principal amount of $300 million (including any such notes issued as payment-in-kind interest, the “New Notes” and, together with the Common Stock, the “Securities”); and

          WHEREAS, the Company has agreed, pursuant to the terms and subject to the conditions of the Plan, to provide certain registration rights under the Securities Act and applicable state securities laws with respect to the Securities.

          NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

          1. Demand Registrations.

               (a) Requests for Registration. At any time beginning six (6) months after the Effective Date, any Eligible Holder may request (a “Demand Request”) registrations of Underwritten Offerings under the Securities Act of (i) its Common Registrable Securities if the total offering price of the Common Registrable Securities to be sold in such offering (before deduction for underwriting discounts) exceeds $20 million or (ii) its Note Registrable Securities if the aggregate principal amount of the Notes Registrable Securities to be sold in such offering (before deduction for underwriting discounts) exceeds $30 million (each of (i) and (ii), a “Demand Registration”). Any Demand Registration shall be on Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, and on Form S-1 or any similar long-form registration if the Company is ineligible to use a Short-Form Registration. A Demand Request may be a demand for Shelf Registration (effected pursuant to Section 1(c)) if the Company does not, at the time of such Demand Registration in accordance with this Section 1(a), have an effective Shelf Registration on file with the Commission.

               (b) Demand Notices. All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Notice”). Each Demand Notice shall specify the approximate amount of Registrable Securities requested to be registered and the expected price range (net of underwriting discounts and commissions) acceptable to the Eligible

Holders making the demand. Within five (5) business days after receipt of any Demand Notice, the Company shall give written notice of such requested registration to all other Eligible Holders of the applicable Registrable Securities (the “Company Notice”) and, subject to the provisions of Section 1(c), shall include in such registration all Common Registrable Securities (in the case of a Demand Request regarding Common Registrable Securities) or Notes Registrable Securities (in the case of a Demand Request with respect to Notes Registrable Securities) with respect to which the Company has received written requests for inclusion therein from the Eligible Holders within twenty (20) days after sending the Company Notice.

               (c) Shelf Registration.

                    (i) As soon as practicable, but in no event later than 30 days, following the filing with the Commission of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the Company shall file a Shelf Registration Statement covering the resale of the Registrable Securities held by Eligible Holders on a delayed or continuous basis. The Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to become effective within seventy-five (75) days after such filing. If the Company is eligible to file the Shelf Registration Statement on Form S-3 (“Form S-3 Shelf”), it shall file on Form S-3; if not, the Company shall file the Shelf Registration Statement on Form S-1 (the “Form S-1 Shelf”) and, together with the Form S-3 Shelf, the “Shelf”). If the Company shall file a Form S-1 Shelf, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf after the Company is eligible to use Form S-3. The Company shall use its commercially reasonable efforts to keep the Shelf continuously effective (subject to any Shelf Suspension Period) in order to permit the Prospectus forming part thereof to be usable by Eligible Holders until all Registrable Securities covered by the Shelf have been sold pursuant to the Shelf or cease to be outstanding.

                    (ii) The Company may amend the Shelf from time to time to include other securities issued by the Company or its subsidiaries, whether or not such securities are, at such time, Registrable Securities.

                    (iii) Notwithstanding anything herein to the contrary, no Eligible Holder may include any of its Registrable Securities in a sale covered by the Shelf unless the Eligible Holder provides to the Company a fully completed notice and questionnaire in substantially the form set forth in Exhibit A hereto (the “Questionnaire”) and such other information in writing as is customary and as may reasonably be requested by the Company in connection with the filing of, and any sales of Registrable Securities under, the Shelf. The Company shall not be required to amend a Shelf (or the related Prospectus) to add or change the disclosure regarding selling securityholders (x) more than once in any rolling 30-day period or (y) during a Shelf Suspension Period, but shall take such actions to so amend a Shelf (or Related Prospectus) promptly after the expiration of such period.

                    (iv) Notwithstanding anything herein to the contrary, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration

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Statement or other filing with the Commission to become or remain effective or take any similar action (collectively, “Shelf Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would, in the good faith determination of the Company, reasonably be expected to or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would, in the good faith determination of the Company, reasonably be expected to or shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Company determining, in its reasonable discretion and in good faith, that (x) the occurrence or pendency of any corporate development, including any financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its direct or indirect subsidiaries, or (y) the Company possesses material nonpublic information the disclosure of which would reasonably be expected to have a material adverse effect on any proposal or plan of the Company or any of its direct or indirect subsidiaries (clause (x) and (y), collectively, a “Valid Business Reason”) that in any case makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus; provided, however, that the Company shall not register any securities for its own account or that of any other stockholder during such period of postponement or suspension; provided, further, that the Company shall restrict the trading of the Company’s securities by the Company’s directors and executive officers during such period of postponement or suspension. Upon the occurrence of any of the conditions described in (A), (B) or (C) above, the Company shall give prompt notice of the Valid Business Reason (a “Shelf Suspension Notice”) to the Eligible Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Eligible Holders and shall promptly proceed with all Shelf Registration Actions that were postponed or suspended pursuant to this paragraph.

          The Company may only suspend Shelf Registration Actions pursuant to the preceding paragraph for one or more periods (each, a “Shelf Suspension Period”) not exceed more than ninety (90) consecutive days or more than one-hundred eighty (180) days in the aggregate in any twelve-month period. Each Shelf Suspension Period shall be deemed to begin on the date the relevant Shelf Suspension Notice is given to the Eligible Holders and shall be deemed to end on the earlier to occur of (i) the date on which the Company gives the Eligible Holders a notice that the Shelf Suspension Period has terminated and (ii) the date on which the number of days during which a Shelf Suspension Period has been in effect exceeds, in the aggregate, one-hundred eighty (180) days in any twelve-month period.

               (d) Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Common Registrable Securities or Notes Registrable Securities without the prior written consent of the holders of a majority of the Common Registrable Securities or Notes Registrable Securities, as the case may be, initially requesting registration and included in such Demand Registration. In a Demand Registration Underwritten Offering where the managing underwriters advise the Company in writing that,

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after consultation with the holders of a majority of the Registrable Securities initially requesting registration, the amount of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the amount of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration the amount of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities requested to be included in such registration, which in the reasonable discretion of such underwriter, can be sold in an orderly manner within the price range of such offering, pro rata among the respective Eligible Holders of such Registrable Securities based upon the percentage of such Eligible Holder’s Registrable Securities included in such Underwritten Offering, and (ii) second, other securities requested to be included in such registration to the extent permitted hereunder.

               (e) Restrictions on Registrations.

                    (i) The Company shall not be obligated to effect any Demand Registration (x) within one-hundred fifty (150) days after the effective date of a previous Demand Registration with respect to with respect to the same class of Registrable Securities, or a previous registration in which the holders of Registrable Securities exercised piggyback rights pursuant to Section 2 with respect to the same class of Registrable Securities, or (y) which does not involve a total offering price of Common Registrable Securities (before deduction for underwriting discounts) of at least $20 million or which does not involve an aggregate principal amount of Notes Registrable Securities (before deduction for underwriting discounts) of at least $30 million. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date that is one-hundred eighty (180) days after the effective date of, a Company initiated underwritten primary registration with respect to the same class of Registrable Securities, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such underwritten primary registration to become effective. In the event of any such suspension or delay, the holders of Registrable Securities initially requesting a Demand Registration that is suspended or delayed by operation of this Section 1(e)(i) shall be entitled to withdraw such request and, if such request is withdrawn, the Company shall pay all Registration Expenses in connection with such registration.

                    (ii) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file any Registration Statement in connection with a Demand Registration, file any amendment to such a Registration Statement, furnish any supplement or amendment to a Prospectus included in such a Registration Statement, make any other filing with the Commission, cause the such a Registration Statement or other filing with the Commission to become or remain effective or take any similar action (collectively, “Demand Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement in connection with a Demand Registration or the initiation of proceedings with respect to such a Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of

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which the Registration Statement in connection with a Demand Registration would, in the good faith determination of the Company, reasonably be expected to or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would, in the good faith determination of the Company, reasonably be expected to or shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Company determining, in its reasonable discretion and in good faith, that a Valid Business Reason makes it appropriate to postpone or suspend the availability of the Registration Statement in connection with a Demand Registration and the related Prospectus; provided, however, that the Company shall not register any securities for its own account or that of any other stockholder during such period of postponement or suspension; provided, further, that the Company shall restrict the trading of the Company’s securities by the Company’s directors and executive officers during such period of postponement or suspension. Upon the occurrence of any of the conditions described in (A), (B) or (C) above, the Company shall give prompt notice (a “Demand Suspension Notice”) thereof to the Eligible Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Eligible Holders and shall promptly proceed with all Demand Registration Actions that were postponed or suspended pursuant to this paragraph.

          The Company may only suspend Demand Registration Actions pursuant to the preceding paragraph for one or more periods (each, a “Demand Suspension Period”) not exceed more than ninety (90) consecutive days or more than one-hundred eighty (180) days in the aggregate in any twelve-month period. Each Demand Suspension Period shall be deemed to begin on the date the relevant Demand Suspension Notice is given to the Eligible Holders and shall be deemed to end on the earlier to occur of (i) the date on which the Company gives the Eligible Holders a notice that the Demand Suspension Period has terminated and (ii) the date on which the number of days during which a Demand Suspension Period has been in effect exceeds, in the aggregate, one-hundred eighty (180) days in any twelve-month period. If the Company shall so postpone or suspend the filing of a Registration Statement in connection with a Demand Registration hereunder, the Eligible Holders of Registrable Securities shall (A) have the right, in the case of a postponement of the filing or effectiveness of such a Registration Statement, upon the affirmative vote of holders of not less than a majority of the Registrable Securities initially requesting such Demand Registration, to withdraw the request for registration by giving written notice to the Company within ten (10) days after receipt of such notice (and, if such request is withdrawn, the Company shall pay all Registration Expenses in connection with such registration), or (B) in the case of a suspension of the right to make sales, receive an extension of the registration period equal to the number of days of the suspension.

               (f) Selection of Underwriters. The holders of a majority of the Registrable Securities included in any Registration Statement pursuant to this Section 1 (but not any Piggyback Registration) shall have the right to select the investment banker(s) and manager(s) to administer any Underwritten Offering thereunder (which shall consist of one (1) or more reputable nationally recognized investment banks), subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed).

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               (g) Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company and to the extent that the Company grants registration rights to any other Person with respect to any securities of the Company which are superior to the registration rights granted herein, the Company shall also grant rights comparable in all material respects to such superior rights to each Eligible Holder.

               (h) Cancellation of Registration. The holders of a majority of the Registrable Securities participating in a Demand Registration shall have the right to cancel such proposed Demand Registration pursuant to this Section 1 when, (i) in their reasonable discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon, in the reasonable determination of such holders, material adverse information relating to the Company that is different from the information known to such holders at the time of the Demand Request.

               (i) Company Obligations. Notwithstanding anything to the contrary in this Agreement, the Company shall not be in breach of, or failed to comply with, any obligation under this Agreement where the Company acts or omits to take any action (i) in order to comply with applicable law, any interpretation of the staff of the Commission or any order or decree of any court or governmental agency or (ii) in good faith for a Valid Business Reason.

          2. Piggyback Registrations.

               (a) Right to Piggyback. Other than as contemplated by Section 1(c), whenever the Company proposes to register any of its securities, or proposes to offer any of its registered securities pursuant to a Shelf Registration Statement (a “Shelf Takedown”), under the Securities Act (other than pursuant to a Demand Registration) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all Eligible Holders of Registrable Securities of its intention to effect such a registration or Shelf Takedown, as applicable (which notice shall be given not less than twenty (20) days prior to the expected effective date of the Piggyback Registration), and shall, subject to the provisions of Section 2(b) and Section 2(c) , include in such registration or Shelf Takedown, as applicable, all Registrable Securities of Eligible Holders of the same class of Registrable Securities subject to the Shelf Takedown with respect to which the Company has received written requests for inclusion therein within twenty (20) days after sending the Company’s notice. Notwithstanding anything to the contrary contained herein, the Company may, in its sole discretion, determine not to proceed with a registration or Shelf Takedown which is the subject of such notice, provided that prompt notice of such determination is provided to all Eligible Holders of Registrable Securities of the same class subject to the registration or Shelf Takedown, as the case may be. For the avoidance of doubt, no holder of Registrable Securities shall have any rights with respect to any Registration Statement filed by the Company on Form S-8, Form S-4 (or any successor form).

               (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their reasonable discretion, the amount of securities requested to be sold pursuant to such Piggyback Registration exceeds the amount which can be

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sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such Piggyback Registration the amount of securities which can be so sold in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such Piggyback Registration, pro rata among the respective Eligible Holders based upon the percentage of such Eligible Holder’s Registrable Securities requested to be included therein and (iii) third, other securities requested to be included in such Piggyback Registration.

               (c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such Piggyback Registration, the Company shall include in such Piggyback Registration the amount which can be so sold in the following order of priority: (i) first, the securities requested to be included therein by the holders requesting such Piggyback Registration and the Registrable Securities requested to be included in such Piggyback Registration, pro rata among the holders of any such securities on the basis of the amount of securities so requested to be included therein owned by each such holder, and (ii) second, any other securities requested to be included in such Piggyback Registration.

               (d) Selection of Underwriters. Other than as contemplated by Section 1(c), if any Piggyback Registration is a primary Underwritten Offering, the Company will have the right to select the investment banker(s) and manager(s) for the offering.

               (e) Other Registrations. If the Company has previously filed a Registration Statement with respect to Registrable Securities pursuant to Section 1(a) or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8, Form S-4 or any successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 120 days has elapsed from the effective date of such previous registration.

               (f) No Impact on Demand Registration. No registration pursuant to this Section 2 shall relieve the Company of its obligation to register Registrable Securities pursuant to a Demand Request, as contemplated by Section 1. The rights to Piggyback Registration may be exercised by Eligible Holders on an unlimited number of occasions.

          3. Holdback Agreements.

               (a) Holders of Registrable Securities. Each Eligible Holder hereby agrees that it will not effect any public sale or distribution (including sales pursuant to Rule 144) of Common Stock or New Notes, or any securities convertible into or exchangeable or exercisable for such securities, as applicable, (i) during (A) the ten (10) days prior to and the 90-day period beginning on the effective date of the registration of such Registrable Securities in connection with an Underwritten Offering or (B) such shorter period as the underwriters participating in

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such Underwritten Offering may require, and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, during (A) ten (10) days prior to and the 90-day period beginning on the date of commencement of such distribution or (B) such shorter period as the underwriters participating in such underwritten distribution may require (each, a “Lock-Up Period”), in each case except as part of such Underwritten Registration, and in each case (w) only if the underwriters managing the registered public offering request such Lock-Up Period, (x) only if such Lock-Up Period is applicable to the Company, (y) in the case of Common Stock where the Company is not offering any shares of Common Stock, only if the Lock-Up Period is applicable to each holder of 10% or more of the issued and outstanding Common Stock and to all of the executive officers and directors of the Company (in the case of executive officers and directors, subject to customary exceptions) and (z) in the case of Common Stock where the Company is offering any shares of Common Stock, the Lock-Up Period is applicable to the executive officers and directors of the Company (subject to customary exceptions); provided, however, that the Lock-Up Period shall only apply to the class of Registrable Securities which are being offered pursuant to such Underwritten Offering or distribution, or such Shelf Registration, as the case may be. Each holder of Registrable Securities agrees to execute a lock-up agreement in favor of the Company’s underwriters in form and substance reasonably acceptable to the Company and the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 3(a). The lock-up restrictions set forth in this Section 3(a) will no longer apply to an Eligible Holder once such Eligible Holder, together with its Affiliates, holds less than five percent (5%) of the issued and outstanding Common Stock.

               (b) The Company. The Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8, Form S-4 or any successor forms), during (i) with respect to any Underwritten Offering pursuant to a Demand Registration or any Piggyback Registration in which the holders of Common Registrable Securities are participating, the ten (10) days prior to and the 90-day period beginning on the effective date of such registration, and (ii) upon notice from any holder(s) of Common Registrable Securities subject to a Shelf Registration that such holder(s) intend to effect Underwritten Offering of Common Registrable Securities pursuant to such Shelf Registration (upon receipt of which, the Company will promptly notify all other Eligible Holders of Common Registrable Securities of the date of commencement of such Underwritten Offering), the ten (10) days prior to and the 90-day period beginning on the date of commencement of such Underwritten Offering.

          4. Registration Procedures. Whenever Registrable Securities are to be registered pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (subject to the terms hereof), and pursuant thereto the Company shall:

               (a) prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective within ninety (90) days of the initial filing thereof. Before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to one firm of counsel selected by the holders of a majority of the

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Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel within three (3) business days of receipt of such documents by such counsel; provided, however, that in no event shall the Company be required to provide counsel for such holders any Exchange Act Document prior to its filing other than in connection with an Underwritten Offering;

               (b) in the case of a Demand Registration, use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement with respect to such Registrable Securities within sixty (60) days of its receipt of a Demand Notice and use its commercially reasonable efforts to cause such Registration Statement to become effective within ninety (90) days of the initial filing thereof. Before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to one firm of counsel selected by the holders of a majority of the Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel within three (3) business days of receipt of such documents by such counsel; provided, however, that in no event shall the Company be required to provide counsel for such holders any Exchange Act Document prior to its filing other than in connection with an Underwritten Offering;

               (c) notify each Eligible Holder of Registrable Securities of the effectiveness of each Registration Statement filed hereunder and prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than one-hundred twenty (120) days (or, if sooner, until all Registrable Securities have been sold under such Registration Statement) (or, in the case of a Shelf Registration, a period ending on the date on which all Registrable Securities have been sold pursuant to the Shelf Registration) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement (in each case subject to any Suspension Period);

               (d) furnish to each seller of Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

               (e) use its commercially reasonable efforts (i) to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests, (ii) to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and (iii) to do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to

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taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction);

               (f) notify each seller of such Registrable Securities and any managing underwriter (i) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act (A) upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in such Registration Statement includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such seller and subject to any Suspension Period, the Company shall promptly prepare a supplement or amendment to such Prospectus and file it with the Commission so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus as so amended or supplemented shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) as soon as the Company becomes aware of any request by the Commission or any Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus covering Registrable Securities or for additional information relating thereto, (C) as soon as the Company becomes aware of the issuance or threatened issuance by the Commission of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (ii) when each Registration Statement or any amendment thereto has been filed with the Commission and when each Registration Statement or any post-effective amendment thereto has become effective;

               (g) use its commercially reasonable efforts to cause all such Registrable Securities (i) if either the Common Stock or New Notes are then listed on a securities exchange or included for quotation in a recognized trading market, to continue to be so listed or included, and (ii) to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities;

               (h) provide and cause to be maintained a transfer agent and registrar chosen by the Company for all such Registrable Securities from and after the effective date of such Registration Statement;

               (i) enter into such customary agreements (including underwriting agreements in customary form, provided that the Company’s indemnity and contribution obligations (and related procedures) to any Person in any underwriting or similar agreement shall be substantially equivalent to the provisions of Section 7) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

               (j) for a reasonable period prior to the filing of any Registration Statement or a Shelf Takedown, as applicable, pursuant to this Agreement, make available for review by any

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seller of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement, one firm of counsel for all of the Eligible Holders and one firm of counsel representing any underwriters and any one firm of accountants retained by either the Eligible Holders or any underwriters, copies of all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply copies of all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the requesting party or any such seller of Registrable Securities, underwriter, attorney, accountant or other agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party (other than as a result of a breach of such confidentiality provisions) without an accompanying obligation of confidentiality;

               (k) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, after the effective date of any Registration Statement, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

               (l) permit any Eligible Holder of Registrable Securities, any underwriter participating in any disposition pursuant to a Registration Statement, attorneys from one firm of counsel for all of the Eligible Holders and one firm of counsel representing any underwriters, and accountants from one firm of accountants retained by either the Eligible Holders of Registrable Securities or any underwriters, to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement and any Prospectus supplements relating to a Shelf Takedown, if applicable, and to require the insertion therein of information regarding the sellers, the underwriters or the plan of disposition of the Registrable Securities, furnished to the Company in writing, which in the reasonable judgment of such holders or underwriters and their respective counsel should be included;

               (m) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (i) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (ii) obtain the withdrawal of any order suspending or preventing the use of any related Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

               (n) obtain and furnish to each such holder of Registrable Securities a copy of a signed counterpart of (i) a cold comfort letter from the Company’s independent public accountants and (ii) a legal opinion of counsel to the Company addressed to such holders of Registrable Securities, in each case in customary form and covering such matters of the type

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customarily covered by such letters as the managing underwriter and/or holders of a majority of the Registrable Securities being sold reasonably request;

               (o) promptly notify in writing the Eligible Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, (i) when such Registration Statement or the Prospectus included therein or any Prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective and (ii) of any written comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto;

               (p) (i) prepare and file with the Commission such amendments and supplements to each Registration Statement as may be necessary to comply with the provisions of the Securities Act, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective (subject to any Suspension Period) for the applicable time period required hereunder and if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; (ii) cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; (iv) provide additional information related to each Registration Statement as requested by the Commission or any Federal or state governmental authority; and (v) if the holders of a majority of the Registrable Securities participating in a Demand Registration so request, request acceleration of effectiveness from the Commission of the Demand Registration and any post-effective amendments thereto, if any are filed; provided, however, that at the time of such request, the Company does not in good faith believe that it is necessary to amend further the Registration Statement in order to comply with the provisions of this subparagraph;

               (q) cooperate with each Eligible Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with FINRA;

               (r) use its commercially reasonable efforts to assist an Eligible Holder in facilitating private sales of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents reasonably requested by such Eligible Holder (so long as the Company believes that such private sales comply with the Securities Act); and

               (s) use its reasonable best efforts to take all other actions reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

          5. Information from Eligible Holders; Obligations of Eligible Holders.

               (a) It shall be a condition precedent to the obligations of the Company to include the Registrable Securities of any Eligible Holder that has requested inclusion of its

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Registrable Securities in any Registration Statement or Prospectus, as the case may be, that such Eligible Holder shall take the actions described in this Section 5.

               (b) Each Eligible Holder that has requested inclusion of its Registrable Securities in any Registration Statement shall furnish to the Company (as a condition precedent to such Eligible Holder’s participation in such registration) a Questionnaire. Each Eligible Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Eligible Holder not misleading, any other information regarding such Eligible Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Prospectus or Registration Statement under applicable law or regulation or pursuant to comments from the staff of the Commission and any information otherwise reasonably required by the Company to comply with applicable law or regulations.

               (c) Each Eligible Holder shall promptly (i) following its actual knowledge thereof, notify the Company of the occurrence of any event that makes any statement made in a Registration Statement, Prospectus, Issuer Free Writing Prospectus or other Free Writing Prospectus regarding such Eligible Holder untrue in any material respect or that requires the making of any changes in a Registration Statement, Prospectus or Free Writing Prospectus so that, in such regard, it shall not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements not misleading and (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post effective amendment to any such Registration Statement or a supplement to such Prospectus or Free Writing Prospectus.

               (d) With respect to any Registration Statement for an Underwritten Offering, the inclusion of an Eligible Holder’s Registrable Securities therein shall be conditioned, at the managing underwriter’s request, upon the execution and delivery by such holder of an underwriting agreement; provided that the underwriting agreement is in customary form and reasonably acceptable to Company and the majority of Eligible Holders of the Registrable Securities to be included in the Underwritten Offering.

               (e) Each Eligible Holder shall use commercially reasonable efforts to cooperate with the Company in preparing the applicable Registration Statement.

               (f) Each Eligible Holder agrees that no Eligible Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Eligible Holder has furnished the Company with the Questionnaire and any other information relating to such Eligible Holder reasonably requested by the Company and customarily required for offerings and/or resales of the type contemplated by the Registration Statement.

          6. Registration Expenses. Except as otherwise provided herein, all Registration Expenses shall be borne by the Company. All Selling Expenses relating to Registrable Securities shall be borne by the Eligible Holders of such Registrable Securities pro rata on the basis of the amount of Registrable Securities sold; provided, however, that the Company shall pay the reasonable fees and expenses of one firm of counsel selected by the holders of a majority of the

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Registrable Securities covered by (i) the first Shelf Registration Statement filed by the Company pursuant to this Agreement up to a maximum amount of $75,000 and (ii) each other Registration Statement up to a maximum amount of $25,000 per Registration Statement subject to an aggregate maximum amount of $200,000 for all such Registration Statements.

          7. Indemnification; Contribution.

               (a) The Company agrees to indemnify and hold harmless, to the extent permitted by law, each (i) Eligible Holder of Registrable Securities, (ii) each Person that controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Eligible Holder and (iii) the respective directors, officers, partners, employees, legal counsel, accountants and agents of such Eligible Holder and controlling Person (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney’s fees and disbursements and reasonable expenses of investigation (collectively, “Losses”), caused by any (A) untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that are (x) caused by or contained in any information furnished in writing to the Company by or on behalf of a Holder Indemnified Party or any underwriter expressly for use in any Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus or (y) caused by such Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus after the Company has furnished such Holder Indemnified Party or such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Eligible Holders of Registrable Securities.

               (b) In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement, Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus and shall indemnify and hold harmless, to the extent permitted by law, (i) the Company, (ii) each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, (iii) each other holder of Registrable Securities participating in any such offering and (iv) the respective directors, officers, partners, employees, legal counsel, accountants and agents of each of the Persons specified in the foregoing clauses (i) through (iii), from and against any and all Losses caused by any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement

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thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by or on behalf of such holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or amendment or supplement thereto or such Free Writing Prospectus; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such Registration Statement. In connection with an Underwritten Offering by the Company or any holder of the Company’s securities other than an Eligible Holder, a holder of Registrable Securities participating therein shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to the indemnification of the Company and the other holders.

               (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which such Person seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel (plus one (1) local counsel in each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

               (d) The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the indemnified party unless (x) the indemnifying party agrees to pay the same, (y) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party or (z) the indemnified party reasonably believes that the joint representation of the indemnified party and any other party in such proceeding (including the indemnifying party) would be inappropriate under applicable standards of professional conduct. In the case of clause (y) above and (z) above, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (1) includes an unconditional release of

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the indemnified party from all liability arising out of such action or claim and (2) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party. The rights afforded to any indemnified party hereunder shall be in addition to any rights that such indemnified party may have at common law, by separate agreement or otherwise.

               (e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any Person that controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such indemnified party and the respective directors, officers, partners, employees, legal counsel, accountants and agents of such indemnified party and controlling Person and shall survive the transfer of Registrable Securities.

               (f) If the indemnification required by this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party hereunder in respect of any Losses, referred to in this Section 7:

                    (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action in question. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth in Section 7(a) and Section 7(b), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

                    (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(f) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7(f)(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

          8. Participation in Underwritten Registrations.

               (a) No Person may participate in any registration hereunder which is an Underwritten Registration or Underwritten Offering unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any Underwritten Registration shall be required to make any representations or warranties to the Company or the underwriters (other

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than representations and warranties regarding (x) such holder’s ownership of its Registrable Securities to be sold or transferred, (y) such holder’s power and authority to effect such transfer and (z) such matters pertaining to compliance with securities laws as may be reasonably requested) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 7(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling Persons in Section 7(b).

               (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f)(i), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the applicable Registration Statement (including any Shelf Registration) until such Person’s receipt of (i) copies of a supplemented or amended Prospectus from the Company or (ii) further notice from the Company that distributions can proceed without an amended or supplemented Prospectus, and, in the circumstances described in clause (i), if so directed by the Company, such holder will deliver to the Company (at its expense) all copies in such holder’s possession (other than permanent file copies or copies required under such holder’s customary document retention policies), of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(c) during which a Registration Statement is to remain effective shall, to the extent possible, be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section to and including the date when each seller of a Registrable Security covered by such Registration Statement shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 4(f) or (y) the notice described in clause (ii).

          9. Free Writing Prospectuses. Except for a Prospectus, an Issuer Free Writing Prospectus or other materials prepared by the Company, each Eligible Holder represents and agrees that it (i) shall not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, and (ii) has not distributed and will not distribute any written materials in connection with the offer or sale of Common Stock or New Notes, in each case without the prior written consent of the Company and, in connection with any Underwritten Offering, the underwriters.

          10. Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Eligible Holders the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit an Eligible Holder to sell securities of the Company to the public without registration, the Company covenants that it will use its reasonable best efforts to (i) timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and (ii) take such action as each Eligible Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act), at all times, all to the extent required from time to time to enable such Eligible Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A (if available with respect to resales of the Registrable Securities) under the Securities Act, as

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such rules may be amended from time to time, or (y) any other rules or regulations now existing or hereafter adopted by the Commission.

          11. Effective Time. This Agreement shall be effective in accordance with the terms and conditions set forth in the Plan and the confirmation order related thereto.

          12. Transfer of Registration Rights. The rights of an Eligible Holder hereunder may be assigned on a pro rata basis in connection with any transfer or assignment of Registrable Securities to any transferee or assignee provided that all of the following additional conditions are satisfied: (a) immediately after such transfer, such Registrable Securities continue to be Registrable Securities (taking into account the manner of transfer or assignment of the Registrable Securities and the fact that such Registrable Securities are held by such transferee or assignee); (b) such transfer or assignment is effected in accordance with applicable securities laws; (c) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; (d) such transferee or assignee provides to the Company all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required by the Company in connection with registration of the Registrable Securities; and (e) the Company is given written notice by such Eligible Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the type and amount of Registrable Securities with respect to which such rights are being transferred or assigned.

          13. Definitions.

          “Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.

          “Agreement” has the meaning specified in the first paragraph hereof.

          “Bankruptcy Code” means chapter 11 of title 11 of the United States Code.

          “Board” means the board of directors of the Company.

          “Commission” means the United States Securities and Exchange Commission or any successor governmental agency.

          “Common Registrable Securities” means any shares of Common Stock (i) issued on or after the Effective Date to Eligible Holders who are parties hereto as of the Effective Date or become a party hereto or (ii) held or deemed to be held by Eligible Holders, including any Common Stock issued pursuant to the Plan, upon the conversion or exercise of any other securities, and any Common Stock issued or issuable with respect to any of the foregoing securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, or upon conversion or exercise of any such securities; provided that such securities shall cease to be Common Registrable Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering them, (B) been distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar rule promulgated by the Commission then in force), or (C) cease to be outstanding.

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          “Common Stock” means the common stock, par value $.001 per share, of the Company, having the rights and preferences set forth with respect thereto in the Second Amended and Restated Certificate of Incorporation of the Company, as further amended and restated from time to time, and any such security into which such common stock shall have been converted or exchanged or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and any additional shares received in connection therewith by way of a stock dividend or stock split.

          “Company” has the meaning specified in the first paragraph hereof.

          “Company Notice” has the meaning specified in Section 1(b).

          “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise.

          “Demand Notice” has the meaning specified in Section 1(b).

          “Demand Registration” has the meaning specified in Section 1(a).

          “Demand Registration Actions” has the meaning specified in Section 1(e)(ii).

          “Demand Request” has the meaning specified in Section 1(a).

          “Demand Suspension Notice” has the meaning specified in Section 1(e)(ii).

          “Demand Suspension Period” has the meaning specified in Section 1(e)(ii).

          “Effective Date” has the meaning assigned to such term in the Plan.

          “Eligible Holders” means (a) any holder of Securities which were acquired directly through distributions under the Plan who (i) together with its Affiliates, owns 10% or more of the outstanding Common Stock as a result of such distribution immediately following such distribution under the Plan or (ii) provides to the Company a written opinion of counsel (in reasonable and customary form) concluding that such holder is, or is reasonably likely to be, deemed an “underwriter” under Section 1145(b)(1) of the Bankruptcy Code and (b) any Person who acquires Registrable Securities from an Eligible Holder in compliance with the requirements of Section 12 where such Registrable Securities continue to be Registrable Securities after such acquisition (taking into account the manner of transfer of such Registrable Securities to such Person and the fact that such Registrable Securities are held by such Person).

          “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

          “Exchange Act Document” means any materials, information or document required to be filed by the Company pursuant to the Exchange Act and the rules and regulations promulgated thereunder as in effect from time to time.

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          “FINRA” means the Financial Industry Regulatory Authority.

          “Form S-1 Shelf” has the meaning specified in Section 1(c)(i).

          “Form S-3 Shelf” has the meaning specified in Section 1(c)(i).

          “Free Writing Prospectus” means a “free writing prospectus” as defined in Rule 405 under the Securities Act relating to the Registrable Securities included in the applicable registration.

          “Holder Indemnified Parties” has the meaning specified in Section 7(a).

          “Issuer Free Writing Prospectus” means an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act.

          “Lock-Up Period” has the meaning specified in Section 3(a).

          “Losses” has the meaning specified in Section 7(a).

          “New Notes” has the meaning set forth in the second recital to this Agreement.

          “Noteholders” has the meaning set forth in the second recital to this Agreement.

          “Notes Registrable Securities” means any of the New Notes (i) issued on or after the Effective Date to Eligible Holders who are parties hereto as of the Effective Date or become a party hereto or (ii) held or deemed to be held by Eligible Holders, including any New Notes issued pursuant to the Plan; provided that such New Notes shall cease to be Notes Registrable Securities when they have (A) been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering them, (B) been distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar rule promulgated by the Commission then in force) or (C) cease to be outstanding.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

          “Piggyback Registration” has the meaning specified in Section 2(a).

          “Plan” has the meaning specified in the first recital of this Agreement.

          “principal amount” shall mean the aggregate principal amount (including accreted amounts and additional principal amount resulting from payment-in-kind interest) outstanding at such date of either New Notes or Notes Registrable Securities.

          “Prospectus” means the Prospectus relating to the Registrable Securities included in the applicable Registration Statement, and any such Prospectus as supplemented by any and all supplements thereto and as amended by any and all amendments (including post effective

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amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          “Questionnaire” has the meaning set forth in Section 1(c)(iii).

          “Registrable Securities” means, collectively, the Common Registrable Securities and the Notes Registrable Securities.

          “Registration Expenses” means all expenses (other than underwriting discounts and commissions) arising from or incident to the registration of Registrable Securities in compliance with this Agreement, including, without limitation, (i) Commission, stock exchange, FINRA and other registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including, without limitation, fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration), (v) the fees, charges and disbursements of any special experts retained by the Company in connection with any registration pursuant to the terms of this Agreement, (vi) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and (vii) Securities Act liability insurance (if the Company elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective. “Registration Expenses” shall also include the fees, charges and disbursements of one firm of counsel to all of the Eligible Holders participating in any underwritten public offering pursuant to this Agreement (which shall be selected by the holders of a majority of the Registrable Securities participating in a Registration Statement and which shall be reasonably acceptable to the Company).

          “Registration Statement” means any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), and all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement.

          “Securities” has the meaning set forth in the second recital to this Agreement.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes applicable to all Registrable Securities registered by the Eligible Holders and any other expenses of the Eligible Holders, including legal expenses, not included within the definition of Registration Expenses.

          “Shelf” has the meaning specified in Section 1(c)(i).

          “Shelf Registration Actions” has the meaning specified in Section 1(c)(iv).

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          “Shelf Registration Statement” means a Registration Statement on an appropriate form filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) and all amendments and supplements thereto.

          “Shelf Suspension Notice” has the meaning specified in Section 1(c)(iv).

          “Shelf Suspension Period” has the meaning specified in Section 1(c)(iv).

          “Shelf Takedown” has the meaning specified in Section 2(a).

          “Short-Form Registration” has the meaning specified in Section 1(a).

          “Suspension Notice” means a Demand Suspension Notice or Shelf Suspension Notice.

          “Suspension Period” means a Demand Suspension Period or Shelf Suspension Period.

          “Underwritten Registration” or “Underwritten Offering” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

          “Valid Business Reason” has the meaning specified in Section 1(c)(iv).

          14. Amendment, Modification and Waivers; Further Assurances

               (a) Amendment. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, and any provision set forth herein for the benefit of the Eligible Holders may be waived, only if the Company shall have obtained the prior written consent of the Eligible Holders holding at least a majority (i) of the Common Registrable Securities then outstanding and/or (ii) in principal amount of the Notes Registrable Securities, in each case who are affected by such amendment, action or omission to act; provided that if any such amendment or waiver is to a provision in this Agreement that requires a specific vote to take an action thereunder or to take an action with respect to the matters described therein, such amendment or waiver shall not be effective unless such vote is obtained with respect to such amendment or waiver.

               (b) Effect of Waiver. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision.

               (c) Further Assurances.

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                    (i) Each of the parties hereto shall execute all such further instruments and documents and take all such further action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement.

                    (ii) Notwithstanding Section 14(c)(i), each Eligible Holder shall cooperate with the Company, as reasonably requested by the Company, in connection with the preparation and filing of any Registration Statement hereunder, unless such Eligible Holder has notified the Company in writing of such Eligible Holder’s irrevocable election to exclude all of such Eligible Holder’s Registrable Securities from such Registration Statement.

          15. Miscellaneous.

               (a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is materially inconsistent with or materially violates the rights granted to the holders of Registrable Securities in this Agreement.

               (b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of such Registrable Securities in any such registration.

               (c) Remedies; Specific Performance. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any material breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any material breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement and shall not be required to prove irreparable injury to such party or that such party does not have an adequate remedy at law with respect to any material breach of this Agreement (each of which elements the parties admit).

               (d) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns or transferees of the parties hereto (including any trustee in bankruptcy) whether so expressed or not.

               (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

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               (f) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

               (g) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The words “include”, “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation”. The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

               (h) Governing Law; Consent to Jurisdiction. This Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

          To the fullest extent permitted by applicable law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in the U.S. District Court for the Southern District of New York and in any New York State court located in the Borough of Manhattan and not in any other state or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in the State of New York for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby and (iii) irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

               (i) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. New York, New York time on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company at the address set forth below and to any holder of Registrable Securities at the address set forth on Schedule I, or at such address or to the

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attention of such other person as the recipient party has specified by prior written notice to the sending party. The Company’s address is:

	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, North Carolina 27513
	Attn.:	Mark W. Hianik
		Senior Vice President, General Counsel,
		and Corporate Secretary
	Facsimile: (919) 297-1518
with a copy to:	Sidley Austin LLP
	One South Dearborn Street
	Chicago, Illinois 60603
	Attn:	Larry A. Barden
		Kevin F. Blatchford
	Facsimile: (312) 853-7036

If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in which the Company’s principal office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

               (j) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

               (k) Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER

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IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 14(k) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

               (l) Arm’s Length Agreement. Each of the parties to this Agreement agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.

               (m) Sophisticated Parties; Advice of Counsel. Each of the parties to this Agreement specifically acknowledges that (i) it is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement and (ii) it has been fully advised and represented by legal counsel of its own independent selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement.

               (n) Entire Agreement. This Agreement, together with the exhibits and schedules hereto and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first written above.

R.H. DONNELLEY CORPORATION
By:
	Its:
[ELIGIBLE HOLDER]
By:
	Its:

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SCHEDULE I

ELIGIBLE HOLDERS

Schedule I-1

EXHIBIT A

Form of Selling Securityholder Notice and Questionnaire

          The undersigned beneficial owner (the “Selling Securityholder”) of common stock or 12/14% Senior Subordinated Notes due 2017 (the “Registrable Securities”) of R.H. Donnelley Corporation (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of [_____] (the “Registration Rights Agreement”), among the Company and the Eligible Holders referred to therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

NOTICE

          The undersigned Selling Securityholder of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

          Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against losses arising in connection with statements concerning the undersigned made in the Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire, subject to the limitations and conditions set forth in Section 7 of the Registration Rights Agreement.

          The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with a Demand Registration, as that term is defined in the Registration Rights Agreement:

Yes    o        No      o

          The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with a Shelf Registration, as that term is defined in the Registration Rights Agreement:

Yes    o        No       o

          The undersigned Selling Securityholder is furnishing this Notice and Questionnaire in connection with a Piggyback Registration, as that term is defined in the Registration Rights Agreement:

Exhibit A-1

Yes    o        No       o

          The undersigned Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1. Name.

(a)	Full Legal Name of Selling Securityholder:
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in Item 3 below are held:
(c)	Full Legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held:
(d)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Email:

Contact Person:

3.	Beneficial Ownership of Registrable Securities:
	Type and Principal Amount of Registrable Securities beneficially owned:

Exhibit A-4

4. Broker Dealer Status:

(a) Are you a broker dealer?

Yes    o        No       o

	Note: If yes, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(b)	If you are a registered broker dealer, do you consent to being named as an underwriter in the Registration Statement?

Yes    o        No       o

(c) Are you an affiliate of a broker dealer?

Yes    o        No       o

	If yes, please identify the registered broker dealer with whom the Selling Securityholder is affiliated and the nature of the affiliation:
(d)	If you are an affiliate of a broker dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes    o        No       o

Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5.  Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned Selling Securityholder is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

Exhibit A-4

6. Relationships with the Company:

Except as set forth below, neither the undersigned Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and at any time while the Registration Statement remains in effect.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related Prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Exhibit A-4