8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 16, 2006

R.H. Donnelley Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-07155	13-2740040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1001 Winstead Drive, Cary NC		27513
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (919) 297-1600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

     On May 16, 2006, R.H. Donnelley Publishing & Advertising, Inc. and R.H. Donnelley Directory Company (collectively, “RHDP&A”), wholly owned indirect subsidiaries of R.H. Donnelley Corporation (“RHD”), entered into a series of agreements with Embarq Corporation and certain of its subsidiaries (collectively, “Embarq”) that have replaced and superceded certain agreements previously in effect between RHDP&A and Sprint Nextel Corporation (as successor to Sprint Corporation, “Sprint”) and certain of its affiliates.

     The prior agreements were entered into on January 3, 2003 in connection with RHD’s acquisition of the publishing business of Sprint. Pursuant to certain successorship provisions of the prior agreements, upon any transfer by Sprint of the telephone service areas associated with the acquired directory business, Sprint was required to cause the transferee of such service areas to enter into new agreements with RHDP&A in a form reasonably satisfactory to us and on substantially identical terms as the prior agreements.

     We understand that on May 18, 2006, Sprint spun-off its local telephone business as Embarq. RHDP&A and Embarq have entered into these new agreements pursuant to the successorship provisions of the prior agreements described above. These new agreements took effect upon the effectiveness of the spin-off.

     RHDP&A and Sprint were parties to the following material agreements dated as of January 3, 2003: a directory services license agreement, a trademark license agreement, a publisher trademark license agreement, a non-competition agreement and a subscriber listings agreement (collectively “SPA Directory Agreements”). The directory services license agreement granted us the exclusive license (and obligation as specified in the agreement) to produce, publish and distribute yellow and white pages directories for Sprint (and its successors) in 18 states where Sprint provided local telephone service at the time of the agreement. The trademark license agreement granted us the exclusive license (and obligation as specified in the agreement) to use certain specified Sprint trademarks in those markets. The publisher trademark license agreement granted Sprint the right to use certain directory-related trademarks that were sold to us under certain circumstances where we cease to publish white pages directories on their behalf. The non-competition agreement prohibits Sprint (and its affiliates and successors) in those markets from selling local directory advertising, with certain limited exceptions, or producing, publishing and distributing print directories. The subscriber listings agreement provided the terms and conditions under which we purchased listings from Sprint for purposes of publishing the directories covered by the directory services license agreement. The SPA Directory Agreements had initial terms of 50 years, subject to automatic renewal and early termination under specified circumstances.

     Upon the effectiveness of the Embarq spin-off, the SPA Directory Agreements were replaced and superceded by the Embarq Directory Agreements (as defined below), and terminated and are of no further force or effect; provided, however, that Sprint continues to be bound by its non-competition agreement as reflected in the letter attached hereto as Exhibit 10.4

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     RHDP&A and Embarq are parties to the following material agreements dated as of May 16, 2006: a directory services license agreement, a trademark license agreement, a publisher trademark license agreement, a non-competition agreement and a subscriber listings agreement and a standstill agreement (collectively “Embarq Directory Agreements”). The directory services license agreement grants us the exclusive license (and obligation as specified in the agreement) to produce, publish and distribute yellow and white pages directories for Embarq (and its successors) in the same markets we did under the SPA Directory Agreements. The trademark license agreement grants us the exclusive license (and obligation as specified in the agreement) to use certain specified Embarq trademarks in those markets. The publisher trademark license agreement grants Embarq the right to use certain directory-related trademarks that were sold to us by Sprint under certain circumstances where we cease to publish white pages directories on their behalf. The non-competition agreement prohibits Embarq (and its affiliates and successors) in those markets from selling local directory advertising, with certain limited exceptions, or producing, publishing and distributing print directories. The subscriber listings agreement provides the terms and conditions under which we will purchase listings from Embarq for purposes of publishing the directories covered by the directory services license agreement. The Embarq Directory Agreements have initial terms coinciding with those of the SPA Directory Agreements, subject to automatic renewal and early termination under specified circumstances. The parties also entered into a standstill agreement that reflects the interim agreement of the parties as to certain branding related matters as of the Effective Date and a process to attempt to reach definitive resolution of such branding related matters.

     Upon the effectiveness of the Embarq spin-off, the Embarq Directory Agreements replaced and superceded the SPA Directory Agreements; provided, however, that Sprint continues to be bound by its non-competition agreement as reflected in the letter attached hereto as Exhibit 10.4

     The foregoing descriptions of the SPA Directory Agreements and the Embarq Directory Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, a copy of each of which is filed as Exhibits 10.1 through 10.12 hereto and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

          The following exhibit is filed with this report:

Exhibit No.	Exhibit Description
10.1	Directory Services License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint Directory Trademark Company, LLC and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.2	Trademark License Agreement, dated as of January 3, 2003, by and among Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory Company) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.3	Publisher Trademark License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel Directory Company) and Sprint Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.4	Non-Competition Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Corporation, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)

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Exhibit No.	Exhibit Description
10.5	Subscriber Listings Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.6*	Directory Services License Agreement, dated as of May16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.7*	Trademark License Agreement, dated as of May16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company and Embarq Directory Trademark Company, LLC
10.8*	Publisher Trademark License Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company and Embarq Corporation
10.9*	Non-Competition Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Corporation, R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.10*	Subscriber Listings Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.11*	Standstill Agreement, dated as of May 16, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. and Embarq Corporation
10.12*	Letter from Sprint Nextel Corporation acknowledging certain matters with respect to the Non-Competition Agreement filed hereto as Exhibit 10.4

* Filed herewith

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	R.H. Donnelley Corporation
	By: /s/ Robert J. Bush
	Name: Robert J. Bush
	Title: Senior Vice President and General Counsel
Date: May 19, 2006

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Directory Services License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint Directory Trademark Company, LLC and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.2	Trademark License Agreement, dated as of January 3, 2003, by and among Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory Company) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.3	Publisher Trademark License Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel Directory Company) and Sprint Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.4	Non-Competition Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Corporation, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)

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Exhibit No.	Exhibit Description
10.5	Subscriber Listings Agreement, dated as of January 3, 2003, by and among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155)
10.6*	Directory Services License Agreement, dated as of May16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.7*	Trademark License Agreement, dated as of May16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company and Embarq Directory Trademark Company, LLC
10.8*	Publisher Trademark License Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company and Embarq Corporation
10.9*	Non-Competition Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Corporation, R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.10*	Subscriber Listings Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division
10.11*	Standstill Agreement, dated as of May 16, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. and Embarq Corporation
10.12*	Letter from Sprint Nextel Corporation acknowledging certain matters with respect to the Non-Competition Agreement filed hereto as Exhibit 10.4

* Filed herewith

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EX-10.6

Exhibit 10.6

DIRECTORY SERVICES LICENSE AGREEMENT

by and between

R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.,
(f/k/a Sprint Publishing & Advertising, Inc.)

CENDON, L.L.C.,

R.H. DONNELLEY DIRECTORY COMPANY,
(f/k/a Centel Directory Company)

EMBARQ CORPORATION,

EMBARQ DIRECTORY TRADEMARK COMPANY, LLC

and

CERTAIN SUBSIDIARIES OF EMBARQ CORPORATION
(formerly constituting the Sprint Local Telecommunications Division)

TABLE OF CONTENTS

ARTICLE 1     DEFINITIONS	2
Section 1.1   Definitions	2
ARTICLE 2     LICENSE TO PUBLISH	8
Section 2.1   License to Publish	8
ARTICLE 3     GENERAL PUBLISHER OBLIGATIONS	9
Section 3.1   General	9
Section 3.2   No Adverse Changes to White Pages	9
Section 3.3   White Pages Listing	9
Section 3.4   Yellow Pages Listing	9
Section 3.5   Enhanced White Pages Products	10
Section 3.6   Geographic Coverage Area	10
Section 3.7   Interfiling	10
Section 3.8   Information Pages	11
Section 3.9   Warehousing; Initial and Secondary Distribution	11
Section 3.10   Accuracy	12
Section 3.11   Queries	12
Section 3.12   Publication Schedule	12
Section 3.13   Regulatory/Legal Matters Cooperation	12
Section 3.14   Complaints	13
Section 3.15   Recycling Services	13
Section 3.16   Agreements with CLECS	13
Section 3.17   Additional Listing Information	13
ARTICLE 4     GENERAL EMBARQ OBLIGATIONS	14
Section 4.1   Distribution Information; Delivery Quantities	14
Section 4.2   Directory Sales-Initiated Changes	14
Section 4.3   Accuracy	14
Section 4.4   Complaints Relating to Embarq LEC’s Services	14
Section 4.5   Queries	14
Section 4.6   Directory Advertising Referrals	14
ARTICLE 5     DIRECTORY ADVERTISING	15
Section 5.1   Policies	15

Section 5.2    Restrictions on Advertising	15
Section 5.3    Embarq LEC Advertising	15
Section 5.5    Products and Services	18
Section 5.6    Embarq LEC Minimum Spend	18
ARTICLE 6    OTHER COMMERCIAL AGREEMENTS	19
Section 6.1    Trademark License Agreement	19
Section 6.2    Publisher Trademark License Agreement	19
Section 6.3    Subscriber Listings Agreement	19
ARTICLE 7    BRANDING	19
Section 7.1    Print Directory Cover	19
Section 7.2    Other Covers and Home Pages	20
Section 7.3    Co-Branding	20
ARTICLE 8    TERM AND TERMINATION	21
Section 8.1    Term	21
Section 8.2    Effects of Termination	21
Section 8.3    Early Termination by Embarq LEC	22
Section 8.4    Adverse Effect on the Licensed Marks	23
Section 8.5    Failure to Meet Regulatory Obligation	24
Section 8.6    Early Termination by Publisher	24
ARTICLE 9    SALE OF AN EMBARQ SERVICE AREA	24
Section 9.1    Sale of a Service Area	24
Section 9.2    Acquisition of a Service Area	26
ARTICLE 10    NONCOMPETE AND NONSOLICITATION	27
Section 10.1    Publisher Obligations	27
ARTICLE 11    CONFIDENTIAL INFORMATION	28
Section 11.1    Nondisclosure	28
Section 11.2    Relief	28
Section 11.3    Termination of Agreement	29
ARTICLE 12    REPRESENTATIONS AND WARRANTIES	29
Section 12.1    Embarq LEC Representations and Warranties	29
Section 12.2    Publisher Representations and Warranties	29
Section 12.3    Disclaimer of Warranties	29

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ARTICLE 13    INDEMNIFICATION; LIMITATION OF LIABILITY	29
Section 13.1    Publisher Indemnity	29
Section 13.2    Embarq LEC Indemnity	30
Section 13.3    Procedure	30
Section 13.4    Limitation of Liability	31
Section 13.5    Errors and Omissions	31
ARTICLE 14    ADDITIONAL REGULATORY REQUIREMENTS AND COSTS	31
Section 14.1    Regulatory Requirements	31
Section 14.2    Provision of Regulatory Information	32
ARTICLE 15    SHARING OF INFORMATION	32
Section 15.1    Credit Matters	32
Section 15.2    Publisher Access to Embarq Directory System	32
ARTICLE 16    INTERNET OPERATIONS AND OTHER EMBARQ SERVICES	32
Section 16.1    Internet Links	32
Section 16.2    Embarq LEC Services	32
Section 16.3    Information Systems	33
ARTICLE 17    DISPUTE RESOLUTION	33
Section 17.1    Option to Negotiate Disputes	33
Section 17.2    Governing Law	33
Section 17.3    Forum Selection	34
Section 17.4    Waiver of Jury Trial	34
Section 17.5    Attorneys’ Fees	34
Section 17.6    Cumulative Remedies	34
ARTICLE 18    REAFFIRMATION OF CENDON PAYMENTS	34
Section 18.1    Former CenDon Directory Agreements	34
ARTICLE 19    GENERAL	35
Section 19.1    Assignment	35
Section 19.2    Subcontractors	35
Section 19.3    Relationship	35
Section 19.4    Notices	35
Section 19.5    Independent Contractor	36
Section 19.6    Entire Agreement	36
Section 19.7    Severability	36

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Section 19.8 Compliance with Laws/Regulations	37
Section 19.9 Force Majeure	37
Section 19.10 No Third Party Beneficiaries	37
Section 19.11 Binding Effect	37
Section 19.12 Waivers	37
Section 19.13 Exhibits	37
Section 19.14 Headings	37
Section 19.15 Survival	38
Section 19.16 Modifications	38
Section 19.17 Counterparts	38
Section 19.18 Embarq LEC Obligation	38
Section 19.19 Publisher Reasonable Efforts	38

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EXHIBITS

Exhibit A	Publication Schedule
Exhibit B	Advertising Policies
Exhibit C	Directory Cover Policies
Exhibit D	Service Levels for Distributions
Exhibit E	Embarq LEC Service Areas
Exhibit F	Current Practices Regarding Suitability and Usability
Exhibit G	Trademark License Agreement
Exhibit H	Publisher Trademark License Agreement
Exhibit I	Regulatory Cost Reimbursement Policies
Exhibit J	Co-Brand Standards

DIRECTORY SERVICES LICENSE AGREEMENT

     THIS DIRECTORY SERVICES LICENSE AGREEMENT (“Agreement”) is dated as of this 16^th day of May, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”), and CenDon, L.L.C., a Delaware limited liability company (“CenDon”), (RHDPA, RHDDC and Cendon are referred to collectively in this Agreement as the “Publisher”), Embarq Corporation, a Delaware corporation (“Embarq Parent”), Embarq Directory Trademark Company, LLC, a Delaware limited liability company (“Embarq Trademark Co.”), and Embarq Minnesota, Inc. (f/k/a Sprint Minnesota, Inc.), Embarq Florida, Inc. (f/k/a Sprint — Florida, Incorporated), Carolina Telephone & Telegraph Co., United Telephone — Southeast, Inc., United Telephone Company of the Carolinas, United Telephone Company of Southcentral Kansas, United Telephone Company of Eastern Kansas, United Telephone Company of Kansas, Embarq Missouri, Inc. (f/k/a Sprint Missouri, Inc.), United Telephone Company of Texas, Inc., United Telephone Company of the West, The United Telephone Company of Pennsylvania, United Telephone Company of New Jersey, Inc., United Telephone Company of the Northwest, United Telephone Company of Ohio, United Telephone Company of Indiana, Inc., Central Telephone Company, Central Telephone Company of Virginia and Central Telephone Company of Texas (collectively, “Embarq LEC” and, together with Embarq Parent and Embarq Trademark Co., the “Embarq Companies” and each, an “Embarq Company”), each of which is a certificated provider of local telephone exchange service. Publisher, Embarq Trademark Co. and Embarq LEC are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS:

     A. RHDPA, RHDDC, CenDon, Publisher, Sprint Nextel Corporation (f/k/a Sprint Corporation), a Kansas corporation (“Sprint Nextel”), Sprint Directory Trademark Company, LLC, a Delaware limited liability company and the Sprint Local Telecommunications Division are parties to that certain Directory Services License Agreement, dated January 3, 2003 (the “Original DSLA”), which was entered into pursuant to that certain Stock Purchase Agreement, by and between Sprint Nextel, Centel Directories LLC, a Delaware limited liability company and RHD (the “Stock Purchase Agreement”), dated September 21, 2002 (which date is referred to from time to time in this Agreement). This Agreement is entered into in satisfaction of Section 9.1(b) of the Original DSLA, which provides that upon any direct or indirect sale or transfer of all or any part of its Original Service Area, the purchaser will enter into separate agreements in a form reasonably satisfactory to Publisher that contain substantially identical terms and conditions as the Original DSLA, the other Original Commercial Agreements and the Original Non-Competition Agreement with respect to the transferred Original Service Area(s);

     B. Sprint Nextel intends to spin-off Embarq Parent, including Embarq LEC, after which time Embarq Parent and Embarq LEC will no longer be Subsidiaries of Sprint Nextel (the “Spin-off”). The Parties are entering into this Agreement, the other Commercial Agreements and the Non-Competition Agreement pursuant to Section 9.1(b) of the Original DSLA;

     C. In this Agreement, “Embarq LEC” refers to both the entities that constitute Embarq LEC as such entities existed as Subsidiaries of Sprint Nextel prior to the Spin-off and

the entities that constitute Embarq LEC as such entities will exist as Subsidiaries of Embarq Parent after the Spin-off, in each case as the context requires;

     D. This Agreement, the other Commercial Agreements and the Non Competition Agreement will become effective upon the consummation of the Spin off and will supersede and replace in their entirety the Original DSLA and the other Original Commercial Agreement but will not supersede the Original Non-Competition Agreement;

     E. Embarq LEC desires to license to Publisher the right to produce, publish and distribute the Embarq Directories on the terms and conditions set forth in this Agreement and the other Commercial Agreements;

     F. Publisher desires to produce, publish and distribute the Embarq Directories on the terms and conditions set forth in this Agreement and the other Commercial Agreements;

     G. The Embarq Companies desire to grant, and Publisher desires to obtain, subject to the terms and conditions of this Agreement and the other Commercial Agreements, a license to use the trademarks and service marks listed in the Trademark License Agreement (as defined in Section 6.1) in connection with the Embarq Directories; and

     H. The Parties desire to set forth certain understandings among themselves with respect to certain aspects of Publisher’s business from and after the Effective Date.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

     Section 1.1 Definitions. The following defined terms used in this Agreement will have the meanings specified below:

     (a) “Advertising Policies” means the policies set forth on Exhibit B.

     (b) “Affiliate” means a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

     (c) “CLEC” means any competitive local exchange carrier operating within the Service Areas.

     (d) “Commercial Agreements” means this Agreement, the Trademark License Agreement, the Publisher Trademark License Agreement and the Subscriber Listings Agreement.

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     (e) “Confidential Information” means all information and documentation of a Party which such Party does not make generally available to the public, including confidential and/or proprietary technical or business information, confidential marketing and business plans and customer lists. Confidential Information does not include information which (i) was in the possession of the receiving Party free of restriction prior to its receipt from the disclosing Party, (ii) is or becomes publicly known or available through no breach of this Agreement by the receiving Party, (iii) is rightfully acquired by the receiving Party free of restrictions on its disclosure, or (iv) is independently developed by personnel of the receiving Party to which “Confidential Information” has not been previously disclosed. Subscriber Listing Information will be considered “Confidential Information” of Embarq LEC until the publication of such information in an Embarq Directory, or until such information otherwise ceases to be “Confidential Information” for any of the reasons (i) through (iv) cited above.

     (f) “Current Practices” means the ordinary and customary business practices of Publisher during the twelve month period prior to September 21, 2002.

     (g) “DCR Close Date” means the final date that service orders are accepted for an Embarq Directory.

     (h) “Directional Information” means subscriber name, address and primary telephone number (including mobile telephone number), email address, types of goods or services offered, hours of operation, methods of payment and other similar information primarily designed for the purpose of directing consumers who are seeking a product or service to providers of that product or service in order to satisfy such consumer’s previously recognized need or desire for such product or service and is distinguished from “promotional information,” which is primarily designed to stimulate (as opposed to direct) demand for products and services in consumers who did not previously recognize such need or desire for such products or services.

     (i) “Directory Advertising” means any advertising purchased from Publisher for inclusion in an Embarq Directory, including Premium Advertising Products. “Directory Advertising” also includes (i) standard classified advertising and other advertising in Yellow Pages Directories, such as display advertising and in-column advertisements, free listings, foreign classified listings and listings under additional headings in Yellow Pages Directories and (ii) offerings of a promotional nature in White Pages Directories, including, without limitation red splash and in-column advertisements. Notwithstanding the preceding sentence, “Directory Advertising” does not include Enhanced White Pages Products.

     (j) “Directory Cover Policies” means the policies set forth on Exhibit C.

     (k) “Effective Date” means the date the Spin-off is consummated.

     (l) “Embarq Directory” means a White Pages Directory or a Yellow Pages Directory, or both if such physical directories are bound together or such non-physical directories are produced together, in each case as an integrated unit, distributed primarily in (or primarily directed at, in the case of non-physical directories) a Service Area and branded with one or more of the Licensed Marks.

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     (k) “Embarq Entity” means Embarq Parent, Embarq Trademark Co., Embarq LEC or any of their Affiliates. Embarq Parent, Embarq Trademark Co., Embarq LEC and their Affiliates are collectively referred to as the “Embarq Entities.”

     (m) “Enhanced White Pages Products” means additional, alternate, foreign, nonpublished, nonlisted, enhanced, vanity or other listings, products or advertising in physical media White Pages Directories that are of an informational nature (such as an extra phone number or address) and were tariffed or price listed by the Sprint Local Telecommunications Division as of September 21, 2002.

     (n) “Extended Area Service” means an exchange or other geographic area outside of a Subscriber’s home exchange which is part of the Subscriber’s mandatory local calling area where Legal and Regulatory Requirements mandate that Subscriber Listings for such Extended Area Service area be included in such Subscriber’s local Embarq Directory.

     (o) “Geographic Coverage Area” for an Embarq Directory means the geographic area where Subscribers reside whose Standard Listings are included in such Embarq Directory.

     (p) “ILEC” means an incumbent local exchange carrier.

     (q) “Information Pages” means basic information pages generally included at the front of a physical media Embarq Directory (and also a non-physical media Embarq Directory but only if and to the extent that Legal and Regulatory Requirements require similar information to be included in non-physical media Embarq Directories), commonly referred to in the telephone directory publishing industry as “Preliminary Pages” or “Information Pages,” which (i) relate to services provided by Embarq LEC to its customers or (ii) are required by the Legal and Regulatory Requirements.

     (r) “Initial Distribution” means the primary distribution of a physical media Embarq Directory to Subscribers located within the applicable Service Area pursuant to the terms and conditions of this Agreement.

     (s) “Interfile” means the process of combining Subscriber Listing Information from Subscribers in two or more local exchange carriers or geographic areas into a single set of alphabetical listings, or combining residential and business Subscriber Listing Information into a single set of alphabetical listings. When referring to captions, “Interfile” means the process of combining Subscriber Listing Information of businesses operating under the same name, or other subscribers with multiple telephone numbers, into a single listing with multiple addresses and/or phone numbers.

     (t) “Legal and Regulatory Requirements” means all actions and requirements that are necessary to enable Embarq LEC to fulfill, with respect to the Embarq Directories, (i) its contractual obligations related to directories under interconnection and similar agreements entered into between Embarq LEC and any CLEC and (ii) any order, injunction, decree, statute, law, ordinance, principle of common law, rule, tariff or regulation related to directories and applicable to Embarq LEC as a local exchange carrier (including Embarq LEC’s compliance with any applicable regulatory agency’s customs and practices).

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     (u) “Listing Information Updates” means current data concerning business Subscribers whose telephone service has been installed, disconnected, or otherwise changed, which data is required by Publisher in connection with the publication of Embarq Directories and the sale of Directory Advertising. Listing Information Updates are used to correct or add information in or to the Embarq Directory and as sales leads for Directory Advertising sales.

     (v) “Local Advertising” means advertising (whether space or preferred placement of listings) included in or accessible through a physical or non-physical directory that is intended to provide Directional Information regarding, or otherwise promote, a business or other organization located in or providing products or services in any Service Area. Notwithstanding the preceding sentence, “Local Advertising” excludes advertising sold to or promoting a business (or group of related businesses) that (i) sells products or services in three or more non-contiguous states or five or more states, and (ii) primarily targets advertising to consumers who are located or reside outside of the Service Areas. Notwithstanding the foregoing sentence, otherwise unrelated businesses which collectively form a group solely for purposes of purchasing advertising shall not qualify for the foregoing exclusion from “Local Advertising.”

     (w) “New Service Area” means any additional geographic area where since September 21, 2002 Embarq LEC has become or hereafter becomes by any manner (including without limitation acquisition or purchase of rights) the ILEC. “New Service Area” does not include any geographic areas in which Embarq LEC is a competitive local exchange carrier or becomes a competitive local exchange carrier after September 21, 2002.

     (x) “Non-Competition Agreement” means that certain Non-Competition Agreement by and among Embarq Parent, Embarq LEC, RHD and Publisher dated the date of this Agreement.

     (v) “Original Commercial Agreements” means (i) the Original DSLA, (ii) the Trademark License Agreement, dated as of January 3, 2003, by and between Sprint Directory Trademark Company, LLC, a Delaware limited liability company, RHDPA, CenDon and Centel Directory Company, a Delaware corporation (“CDC”), (iii) the Publisher Trademark License Agreement, dated as of January 3, 2003, by and between RHDPA, CDC and Sprint Nextel and (iv) the Subscriber Listings Agreement, dated as of January 3, 2003, by and between RHDPA, CenDon, CDC, Sprint Nextel and Embarq LEC.

     (w) “Original Non-Competition Agreement” means the Non-Competition Agreement, dated as of January 3, 2003, by and between RHD, RHDPA, CenDon, CDC, Sprint Nextel and the Sprint Local Telecommunications Division.

     (y) “Original Service Area” means the Service Area as defined in the Original DSLA.

     (z) “Premium Advertising Products” means premium and non-traditional advertising products offered by Publisher with respect to the Embarq Directories, such as tab advertising, banner advertising, filler advertising, and specific interest guides placed in the Embarq Directories (e.g., menu or golf guides). Restricted Advertising Products are included in the definition of Premium Advertising Products.

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     (aa) “Publication Month” means the calendar month during which the majority of copies of a particular issue of a physical media Embarq Directory are distributed pursuant to the Initial Distribution for such Embarq Directory.

     (bb) “Publication Schedule” means the publication schedule provided to Embarq LEC by Publisher from time to time, in the form set forth as Exhibit A, which schedule includes the Publication Month and DCR Close Date with respect to each physical media Embarq Directory.

     (cc) “Restricted Advertising Products” means (i) advertising products in a physical medium offered by Publisher with respect to physical media Embarq Directories which are visible without opening the Embarq Directory or which are not physically attached to the Embarq Directory, such as cover advertising, spine advertising, tab advertising, advertising on cards inserted into the Embarq Directories (blow-in cards) and advertising which is distributed together with the Embarq Directories (e.g., ride-a-long advertisements which are delivered with the Embarq Directories or advertising on bags in which the Embarq Directories are delivered), (ii) advertising which is displayed on the home page (or any similar feature) of a non-physical media Embarq Directory or otherwise in a preferred or pop-up position with respect to the home page or similar feature of any non-physical media Embarq Directory and (iii) the materials described in Section 3.9(c).

     (dd) “RHD” means R.H. Donnelley Corporation, a Delaware corporation.

     (ee) “Secondary Distribution” means the provision and distribution of a physical media Embarq Directory to Subscribers who have newly subscribed to local telephone exchange service within the applicable Service Area after Initial Distribution is completed and prior to publication of the next issue of the Embarq Directory.

     (ff) “Service Areas” means geographic areas where the Sprint Local Telecommunications Division was obligated to provide local telephone exchange service as the ILEC as of September 21, 2002, as such areas have been or may be extended to include any Extended Service Area markets. A list of the Embarq Subsidiaries that own and operate Service Areas as of the date of this Agreement is contained in Exhibit E.

     (gg) “Standard Listing” or “Listing” means an Embarq Directory listing relating to a Subscriber. Except to the extent the Subscriber has requested that such information not appear in an Embarq Directory, a “Standard Listing” or “Listing” with respect to an Embarq Directory will consist of: (i) the Subscriber’s name and one associated telephone number and one associated address and (ii) any information required by the Legal and Regulatory Requirements.

     (hh) “Subscriber” means a person or entity (i) that subscribes to wireline local telephone exchange service from Embarq LEC in the Service Areas, (ii) that subscribes to wireline local telephone exchange service in the Service Areas from a CLEC which has entered into an agreement with Embarq LEC requiring Embarq LEC to publish such CLEC’s Subscriber Listing Information in an Embarq Directory (e.g., an interconnection agreement), or (iii) whose Subscriber Listing Information must be included in an Embarq Directory to meet Legal and Regulatory Requirements.

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     (ii) “Subscriber Listing Information” means (i) the names of Subscribers within a specified geographic area, and their associated telephone numbers and listed addresses, (ii) information required under applicable rules and regulations of the Federal Communications Commission to be provided to any requesting directory publishers, and (iii) all other information relating to Subscribers required to meet the Legal and Regulatory Requirements under this Agreement. “Subscriber Listing Information” does not include information relating to Subscribers who have requested to not be listed in an Embarq Directory, other than such information as may be required to deliver Embarq Directories to such Subscribers.

     (jj) “Subsidiary” means each corporation, association, subsidiary, partnership, limited liability company or other entity of which the applicable entity owns or controls, directly or indirectly, a majority of the outstanding equity or voting interests.

     (kk) “White Pages Directory” means any directory, whether in a physical media (e.g., print or CD ROM) or non-physical media (e.g., electronic), produced, published or distributed by Publisher that contains only Subscriber Listing Information, Information Pages, Enhanced White Pages Products, Directory Advertising, and such other information required by the Legal and Regulatory Requirements and may also include other information pertaining to Subscribers within the Geographic Coverage Area, including, but not limited to, mobile telephone numbers, e-mail addresses, website addresses and the like. The White Pages Directory may be bound or produced together, in each case as an integrated unit, with a Yellow Pages Directory.

     (ll) “Yellow Pages Directory” means any directory, whether in a physical media (e.g., print or CD-ROM) or non-physical media (e.g., electronic), produced, published or distributed by Publisher that contains Directional Information, Subscriber Listing Information, Directory Advertising and other information, in each case with respect to Subscribers and businesses or organizations located or providing products or services within the Geographic Coverage Areas. The Yellow Pages Directory may be bound or produced together, in each case as an integrated unit, with a White Pages Directory.

     (mm) Additional Definitions:

Term	Section
Agreement	Introduction
Available Products		5.4
Brand Identity Standards		7.3	(e)
CenDon	Introduction
Centel LLC	Recitals
Co-Brand Standards		7.3	(c)
Embarq Companies	Introduction
Embarq Company	Introduction
Embarq LEC	Introduction
Embarq Parent	Introduction
Embarq Trademark Co.	Introduction
Expenses		13.1
First Option		5.4
Force Majeure		19.9

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Term	Section
Former CenDon Directory Agreements		18.1
Initial Term		8.1
Licensed Marks		6.1
Losses		13.1
Non-Competition Agreement		6.4
Option Holders		5.4
Original DSLA	Recitals
Parties	Introduction
Party	Introduction
Publisher	Introduction
Publisher Co-Brand Marks		7.3	(a)
Publisher Marks		6.2
Publisher Trademark License Agreement		6.2
Renewal Term		8.1
Request		9.2
Reserved Products		5.4
RHDDC	Introduction
RHDPA	Introduction
Sprint Local Telecommunications Division		12.1
Sprint Nextel	Recitals
Stock Purchase Agreement	Recitals
Subscriber Listings Agreement		6.3
Term		8.1
Trademark License Agreement		6.1

ARTICLE 2

LICENSE TO PUBLISH

     Section 2.1 License to Publish.

     (a) Embarq LEC hereby grants to Publisher a non-transferable (except as provided in Section 19.1 of this Agreement), exclusive license, without the right to sublicense, to produce, publish and distribute on behalf of Embarq LEC the physical media and non-physical media Embarq Directories on the terms and conditions set forth in this Agreement and the other Commercial Agreements; provided, however, that nothing in this Section 2.1(a) will be deemed to preclude any Embarq Entity from taking any actions or engaging in any activities (or authorizing a third party to take any actions or engage in any activities) not otherwise prohibited under the Non-Competition Agreement.

     (b) Subject to Section 9.2, the Parties acknowledge that the license grants in this Section 2.1 will not apply to any New Service Areas.

     (c) Any material breach of this Section 2.1 will constitute a material breach of this Agreement by Embarq LEC.

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ARTICLE 3

GENERAL PUBLISHER OBLIGATIONS

     Section 3.1 General. Except for the obligations of Embarq LEC under this Agreement and the Subscriber Listings Agreement, as between the Parties, Publisher will be responsible for all activities relating to the production, publication and distribution of the Embarq Directories, including the following:

     (a) the printing of the print Embarq Directories;

     (b) the compilation and layout of the Embarq Directories;

     (c) the purchasing of paper and other raw materials necessary to produce the print Embarq Directories;

     (d) the marketing and promotion of the Embarq Directories;

     (e) all sales, billing and collection activities relating to Directory Advertising;

     (f) the preparation of advertisements in the Embarq Directories;

     (g) subject to Article 14, all actions that are necessary to enable Embarq LEC to fulfill the Legal and Regulatory Requirements;

     (h) the distribution of the Embarq Directories; and

     (i) certain other matters related to the Embarq Directories as set forth in this Agreement.

     Section 3.2 No Adverse Changes to White Pages. Publisher will comply with the schedule of the Current Practices that affect the suitability and usability of the physical media White Pages Directories (such as font size, paperweight, or the publishing of objectionable advertising content) as described on Exhibit F. Publisher will have the right to make changes to Exhibit F as reasonably determined appropriate by Publisher to reflect cultural and competitive changes; provided that no such change will have an adverse effect on the Licensed Marks among a significant portion of the total population residing within the Service Areas in the aggregate or violate any Legal and Regulatory Requirement.

     Section 3.3 White Pages Listing. Publisher will include a Standard Listing in the applicable White Pages Directory as required by Legal and Regulatory Requirements for each Subscriber based on the Subscriber Listing Information provided to Publisher by Embarq LEC pursuant to the Subscriber Listings Agreement.

     Section 3.4 Yellow Pages Listing. Consistent with the Legal and Regulatory Requirements, Publisher will include a Standard Listing in the applicable physical media Yellow Pages Directory for each business Subscriber based on the Subscriber Listing Information provided to Publisher by Embarq LEC pursuant to the Subscriber Listings Agreement. If

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Publisher no longer publishes an applicable physical media Yellow Pages Directory, then Publisher will include a Standard Listing in the applicable non-physical media Yellow Pages Directory for each business Subscriber based on the Subscriber Listing Information provided to Publisher by Embarq LEC.

     Section 3.5 Enhanced White Pages Products. Publisher will include in the physical media White Pages Directories all Enhanced White Pages Products sold by Embarq LEC to the extent that (a) Embarq LEC timely provides such Enhanced White Pages Products to Publisher, and (b) such Enhanced White Pages Products do not conflict with any Legal and Regulatory Requirements. Embarq LEC and its Affiliates will maintain the exclusive right to sell Enhanced White Pages Products. Embarq LEC will bill for and retain all revenue for Enhanced White Pages Products sold by Embarq LEC or its Affiliates. All other products sold with respect to White Page Directories may either be sold by Publisher or Embarq. The Parties will agree upon a method to avoid conflicts in distribution channels in connection with the activities described in this Section 3.5.

     Section 3.6 Geographic Coverage Area. Publisher will be entitled to determine each Embarq Directory’s Geographic Coverage Area, except that (a) Publisher may not significantly expand the scope of any White Pages Directory’s Geographic Coverage Area to include areas outside of the applicable Service Area without providing prior written notice to Embarq LEC, and (b) Publisher may not decrease the scope of any White Pages Directory’s Geographic Coverage Area without the prior written consent of Embarq LEC, which will not be unreasonably withheld; provided that Embarq LEC’s consent shall not be required (x) in the event Publisher decreases the scope of any underlay White Pages Directory so long as Publisher distributes to the affected Subscribers a White Pages Directory that covers the entire Geographic Coverage Area or (y) with respect to a White Pages Directory not required to be published by Legal and Regulatory Requirements. Notwithstanding the preceding sentence, (i) Publisher may not expand the scope of any Embarq Directory’s Geographic Coverage Area as of January 3, 2003 such that more than 25% of the persons or businesses listed in the Embarq Directory after the expansion reside outside of both (A) the Geographic Coverage Area of the applicable Embarq Directory as of January 3, 2003 and (B) the applicable Service Area as of the date of such determination, unless a greater expansion is required by the Legal and Regulatory Requirements and (ii) Publisher may not expand the scope of any Embarq Directory’s Geographic Coverage Area into any area unless such area is adjacent to the Geographic Coverage Area and shares the same shopping patterns as the Geographic Coverage Area. Subject to Article 14, Publisher will ensure that the Geographic Coverage Area of the Embarq Directories includes all geographic areas that are required in order to fulfill the Legal and Regulatory Requirements, including any requirements to include Listings for Extended Area Service markets. Embarq LEC will reimburse Publisher for the costs associated with including Listings for Extended Area Service markets as set forth on Exhibit I. Upon reasonable request, Publisher will provide to Embarq LEC coverage maps and other information that generally identifies the Geographic Coverage Area for each Embarq Directory. None of the foregoing shall preclude Publisher from publishing or distributing underlay directories or changing their scoping in any Service Area so long as all Legal and Regulatory Requirements are satisfied.

     Section 3.7 Interfiling. Publisher may Interfile the Listings in any Embarq Directory. Interfiled Listings will be indistinguishable from Listings of other Subscribers in the applicable

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Embarq Directory. Embarq LEC may submit to Publisher for its consideration caption listings in Embarq LEC’s preferred format, except that the methodology used and format for Interfiling caption listings will be at Publisher’s sole discretion. Publisher will use commercially reasonable efforts to provide Embarq LEC with written notice at least 120 days prior to the DCR Close Date if Publisher intends to modify a White Pages Directory in order to effect Interfiling and/or business-residence splits.

     Section 3.8 Information Pages.

     (a) In order to satisfy the Legal and Regulatory Requirements, (i) Embarq LEC may specify with regard to the Information Pages the (A) content (including copy, layout, color and paper type) of such pages, (B) placement of such pages, and (C) number of such pages, all as consistent with Current Practices with respect to each Embarq Directory, and (ii) Embarq LEC may specify different content with respect to such pages for each Embarq Directory. Embarq LEC will reimburse Publisher for the costs associated with printing such Information Pages as set forth on Exhibit I. Embarq LEC may specify more Information Pages for inclusion in an Embarq Directory than is consistent with Current Practices, and the reasonable incremental costs incurred by Publisher in connection with the printing of such additional pages and any other reasonable incremental related costs, relative to Current Practices for such Embarq Directory, will be borne by Embarq LEC as set forth on Exhibit I regardless of whether or not such additional pages are required in order to satisfy the Legal and Regulatory Requirements. Embarq LEC must reimburse Publisher for any such costs within sixty (60) days of receipt of Publisher’s invoice for such costs. Publisher will include and publish the Information Pages as specified by Embarq LEC without alteration. Publisher will not be obligated to publish any content with respect to the Information Pages that is contrary to its reasonable publishing standards or any content that primarily promotes a party other than Embarq LEC and its Affiliates, except in accordance with Legal and Regulatory Requirements. Publisher will have the right to determine the format, style, content and number of all other information pages in the Embarq Directories, except as otherwise provided in this Agreement and the other Commercial Agreements.

     (b) In order for information to be included in the Information Pages section of a White Pages Directory, Embarq LEC must provide adequate information to Publisher by the appropriate dates (including those set forth in the Publication Schedule) for that White Pages Directory. In order for any changes to be made to information in the Information Pages section of a White Pages Directory prior to publication of that White Pages Directory, Embarq LEC must return proofs to Publisher by the appropriate dates (including those set forth in the Publication Schedule for that White Pages Directory).

     Section 3.9 Warehousing; Initial and Secondary Distribution.

     (a) Warehousing. Publisher will be responsible for warehousing print Embarq Directories in quantities sufficient to perform the Initial Distributions and Secondary Distributions and will warehouse such Embarq Directories in quantities sufficient to distribute such Embarq Directories in accordance with Legal and Regulatory Requirements.

     (b) Distribution Services. Publisher will produce, publish and distribute Embarq Directories with such frequency as is required to fulfill the Legal and Regulatory Requirements.

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Publisher may adjust the specific publication date of an Embarq Directory within a given publication cycle in order to meet Publisher’s reasonable business concerns. Unless otherwise required by the Legal and Regulatory Requirements, Publisher may determine the number and distribution means (subject to this Section 3.9(b)) of Embarq Directories to be delivered to each Subscriber. Publisher will distribute at no cost to Embarq LEC a reasonable number of print Embarq Directories to Embarq LEC offices and sites for administrative use, consistent with Current Practices. Publisher also will fulfill, at its expense, reasonable requests for additional copies of print Embarq Directories to be delivered to local, state, regional or national governmental agencies. Publisher will meet or exceed the service levels for the Initial Distributions and the Secondary Distributions set forth on Exhibit D. Publisher will have the right to make changes to Exhibit D as reasonably determined appropriate by Publisher to reflect cultural and competitive changes; provided that no such change will have an adverse effect on the Licensed Marks among a significant portion of the total population residing within the Service Areas in the aggregate or violate any Legal and Regulatory Requirement.

     (c) Ride Along Deliveries. Subject to the restrictions and limitations in Section 5.2, Publisher may distribute other materials with the Embarq Directories, including advertising, marketing or promotional materials distributed by Publisher or others, at Publisher’s reasonable discretion.

     (d) Additional Directories. Publisher will provide additional copies of print Embarq Directories to Subscribers upon reasonable terms and conditions.

     Section 3.10 Accuracy. Publisher will work cooperatively with Embarq LEC and use commercially reasonable efforts to ensure that the Standard Listings are accurate; provided that the Parties recognize that the accuracy of the Standard Listings is based primarily upon the information delivered by Embarq LEC to Publisher under the Subscriber Listings Agreement.

     Section 3.11 Queries. Publisher will provide Embarq LEC with contact numbers for queries concerning services to be provided by Publisher under this Agreement, and will use commercially reasonable efforts to respond to such queries within a timely fashion.

     Section 3.12 Publication Schedule. Publisher may modify the Publication Schedule from time-to-time to reflect changes in the publication cycles of the Embarq Directories, including changes to DCR Close Dates. Publisher will provide Embarq LEC with prompt written notice of any changes to the Publication Schedule, and such revised Publication Schedule shall be deemed to be incorporated as part of the terms and conditions of this Agreement in replacement of the prior Publication Schedule.

     Section 3.13 Regulatory/Legal Matters Cooperation. Each Party will promptly notify the other Party of, and at either Party’s request, the other Party will cooperate with such Party with respect to, any inquiry, investigation, formal or informal complaint, lawsuit or docket relating to the matters covered by this Agreement begun or threatened by any regulatory or judicial entity with jurisdiction over such Party. Publisher will cooperate with Embarq LEC with respect to legal efforts to change legislation or regulations in an effort to minimize directory publication costs.

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     Section 3.14 Complaints. Publisher will have the responsibility for responding to complaints relating to the Embarq Directories or to any Directory Advertising. Embarq LEC will refer any such complaints to Publisher for its response. Publisher will use commercially reasonable efforts to resolve such complaints. Upon request by Publisher, Embarq LEC will cooperate with Publisher in order to resolve the complaints arising out of the services provided by Publisher. Publisher will direct to Embarq LEC all calls received by Publisher that were intended for Embarq LEC.

     Section 3.15 Recycling Services. Until at least January 3, 2008, Publisher will handle recycling activities associated with the recovery of old print Embarq Directories in a manner substantially consistent with Current Practices, but in any event in a manner consistent with fulfilling the Legal and Regulatory Requirements.

     Section 3.16 Agreements with CLECs. Publisher will include in the Embarq Directories all information that Embarq LEC is required to include in the Embarq Directories pursuant to Embarq LEC’s agreements with CLECs (e.g., interconnection agreements). Publisher will treat Listings from CLECs in the same manner as it treats Listings from Embarq LEC, and as required in order to fulfill the Legal and Regulatory Requirements.

     Section 3.17 Additional Listing Information.

     (a) As permitted by applicable privacy and other laws, Publisher may request that Embarq LEC provide to Publisher for inclusion in the Listings additional information in Embarq LEC’s possession that Embarq LEC is not required to publish pursuant to the Legal and Regulatory Requirements. Embarq LEC will be required to provide such information to Publisher if the cost to Embarq LEC in the aggregate resulting from the provision of the information to Publisher is de minimis, or if Publisher agrees to reimburse Embarq LEC for such cost. Otherwise, the Parties will discuss in good faith the terms and conditions upon which such information may be provided by Embarq LEC to Publisher.

     (b) Subject to applicable privacy and other laws, Embarq LEC may request that Publisher include in the Listings additional information concerning Subscribers that Embarq LEC is not required to publish pursuant to the Legal and Regulatory Requirements. Publisher will be required to provide such information in the Listings if the cost to Publisher in the aggregate resulting from the inclusion of the information is de minimis (in which case the cost will be borne by Publisher), or if Embarq LEC agrees to reimburse Publisher for such cost; provided that Publisher will not be required to provide such information in the Listings if it would be contrary to directory publishing industry standards. Otherwise, the Parties will discuss in good faith the terms and conditions upon which such information may be included in the Listings. If the provision of any such additional information represents a revenue opportunity, then if such information relates to a White Pages Directory, it shall be governed by Section 3.5 hereof, and if such information relates to a Yellow Pages Directory, Publisher shall be entitled to sell or otherwise provide such additional information and recognize all revenues in connection therewith under this Agreement.

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     (c) Notwithstanding the foregoing, Publisher will continue to include all Subscriber Listing Information with respect to each Embarq Directory consistent with the Legal and Regulatory Requirements.

ARTICLE 4

GENERAL EMBARQ OBLIGATIONS

     Section 4.1 Distribution Information; Delivery Quantities. At no charge to Publisher and in a format consistent with Current Practices, Embarq LEC will provide Publisher with all Subscriber distribution information, including non-published and non-listed Subscriber mailing and hand-delivery information, including zip codes, in Embarq LEC’s possession reasonably required by Publisher to perform its distribution obligations under this Agreement. Publisher will use this information solely in connection with the delivery of Embarq Directories under this Agreement. Where available, Embarq LEC also will provide to Publisher all street-mailing addresses associated with each Subscriber’s enhanced 911 service.

     Section 4.2 Directory Sales-Initiated Changes. To the extent commercially practicable with its existing systems, Embarq LEC will process Listing changes submitted to it via the Directory Change Request (DCR) form from Publisher’s sales representatives. Embarq LEC further agrees to timely process Listing changes and queries submitted to it via the form 3235, or any later-created variation of that form, from Certified Marketing Representatives who sell national Directory Advertising. In processing these Listings changes, Embarq LEC will correct its Listing database as directed on the DCR or the form 3235.

     Section 4.3 Accuracy. Embarq LEC agrees to work cooperatively with Publisher and use its commercially reasonable efforts to ensure that Subscriber Listing Information and Listing Information Updates are accurate and complete, including by properly designating the appropriate Subscriber Listing Information of non-published and unlisted Subscribers.

     Section 4.4 Complaints Relating to Embarq LEC’s Services. Embarq LEC will have the responsibility for responding to complaints relating to Enhanced White Pages or local telephone service. Publisher will refer any such complaints to Embarq LEC for its response. Embarq LEC will use commercially reasonable efforts to resolve such complaints. Upon request by Embarq LEC, Publisher will cooperate with Embarq LEC in order to resolve the complaints arising out of the services provided by Embarq LEC. Embarq LEC will direct to Publisher all calls received by Embarq LEC that were intended for Publisher.

     Section 4.5 Queries. Embarq LEC will provide Publisher with contact numbers for queries concerning services provided by Embarq LEC to Publisher under this Agreement, and will respond to any such queries in a timely fashion.

     Section 4.6 Directory Advertising Referrals. Embarq LEC will refer all Subscribers interested in purchasing Directory Advertising to Publisher. Publisher will provide contact information for this purpose to Embarq LEC.

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ARTICLE 5

DIRECTORY ADVERTISING

     Section 5.1 Policies. Publisher will formulate all policies relating to Directory Advertising, subject to the terms and conditions of this Agreement and the Trademark License Agreement and will advise Embarq LEC in writing of material changes in these policies, except that Publisher may not make any material change to the Advertising Policies or the Directory Cover Policies without the prior written consent of Embarq LEC, which will not be unreasonably withheld, particularly as necessary to permit Publisher to take advantage of advertising sales opportunities that are being utilized by other significant directory publishers.

     Section 5.2 Restrictions on Advertising.

     (a) Publisher may not sell or include any advertising for telecommunications services (including wireline or wireless voice or data services) in the Restricted Advertising Products, or permit any branding of the Embarq Directories or the Restricted Advertising Products with any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of telecommunications services (including wireline or wireless voice or data services), except (i) as required by law, (ii) with Embarq LEC’s prior written consent, (iii) as required by Legal and Regulatory Requirements, or (iv) as required by Publisher in order to avoid a breach of any contract to which Publisher became a party prior to January 3, 2003 until the end of the term of such contract (which will include any renewal only if such renewal is either automatic or at the other party’s option).

     (b) Publisher may not sell or include in the Embarq Directories any Directory Advertising that does not comply with the Advertising Policies (as they may be modified pursuant to Section 5.1) in all respects; provided that a violation of this Section 5.2(b) that would otherwise constitute a material breach of this Agreement will not be deemed to be a material breach of this Agreement so long as Publisher has used reasonable efforts to comply with this Section and such violation is not materially inconsistent with the performance of Publisher prior to the date hereof with respect to the application of the then-existing Advertising Policies, and in no event will Publisher have any responsibility for any advertising placed prior to January 3, 2003.

     Section 5.3 Embarq LEC Advertising. Publisher will provide Embarq LEC and the other Embarq Entities access to and pricing for all Directory Advertising on a most-favored-customer basis for similarly situated customers that are purchasing equivalent volumes and types of advertising, including products that are subject to the right of first option pursuant to Section 5.4, except that such most-favored-customer terms for such advertising products will not be available to Embarq LEC and the other Embarq Entities during the thirty (30) days prior to the applicable DCR Close Date of a particular Embarq Directory.

     Section 5.4 Premium Advertising.

     (a) First Option.

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     (i) The Embarq Entities (collectively, the “Option Holders”) will have a first option with respect to the purchase of all Premium Advertising Products offered in the Embarq Directories, except for Premium Advertising Products sold to another party in the previous issue of the Embarq Directory that are renewed by such party as contemplated by the provisions of this Section 5.4 (the “First Option”).

     (ii) Any Premium Advertising Products purchased by the Option Holders, whether pursuant to an exercise of the First Option or made after the sales canvass commencement date for the applicable Embarq Directory, will be subject to the most-favored-customer provision set forth in Section 5.3. The applicable Embarq Entity will pay Publisher for any Premium Advertising Products purchased within sixty (60) days of receipt of an invoice from Publisher.

     (iii) Section 5.4(b) shall apply to Premium Advertising Products that were sold or were available for sale in the immediately preceding issue of the Embarq Directory (“Current Products”). Section 5.4(c) shall apply to Premium Advertising Products that were not sold and were not available for sale in the immediately preceding issue of the Embarq Directory (“New Products”).

     (iv) The Parties will work together in good faith to develop a commercially reasonable process (which may be changed from time to time by the written consent of the Parties) to implement further the intent of this Section 5.4.

     (b) Current Products.

     (i) Publisher will notify Embarq LEC of all Current Products in the applicable Embarq Directory, specifying those Current Products available for purchase by the Option Holders (“Available Products”) and those Current Products sold to another party in the immediately preceding issue of the applicable Embarq Directory (“Reserved Products”) four (4) times per year according to the following schedule:

     (A) Publisher will notify Option Holders on or about January 5 of each year for Embarq Directories that are scheduled to begin sales canvass in March, April, or May of the same year;

     (B) Publisher will notify Option Holders on or about April 5 of each year for Embarq Directories that are scheduled to begin sales canvass in June, July, or August of the same year;

     (C) Publisher will notify Option Holders on or about July 5 of each year for Embarq Directories that are scheduled to begin sales canvass in September, October, or November of the same year; and

     (D) Publisher will notify Option Holders on or about October 5 of each year for Embarq Directories that are scheduled to begin sales canvass in December of the same year or January or February of the following year.

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     (ii) The Option Holders may exercise the First Option by providing Publisher with a notice of exercise within thirty (30) days of Publisher’s notice. If the Option Holders exercise the First Option with respect to Available Products, then Publisher shall provide and the Option Holders shall purchase those Available Products on the terms specified by Publisher in its notice. If the Option Holders exercise the First Option with respect to Reserved Products, upon their becoming Available Products due to the non-renewal (for whatever reason) of the Reserved Product by the prior advertiser, then Publisher shall provide and the Option Holders shall purchase, on the terms specified by Publisher in its notice, those Reserved Products.

     (iii) If the Option Holders do not exercise the First Option with respect to any Current Product within thirty (30) days of Publisher’s notice, the First Option shall expire, and Publisher shall be permitted to sell the Available Product (or a Reserved Product that becomes an Available Product) for the applicable Embarq Directory to third parties (at a price at equivalent volumes not less than that last offered to the Option Holders for similar quantities or size). If Publisher reduces the price on an Available Product (or a Reserved Product that becomes an Available Product) after the First Option has expired, then Publisher must notify the Option Holders within five (5) days and must offer the Option Holders the opportunity to purchase the Available Product at the new price prior to offering the Available Product to a third party. If such price reduction occurs ten (10) or more days prior to the final copy date for Premium Advertising Products, then the Option Holders shall have five (5) days from Publisher’s notice to purchase the Available Product at the new price. After five (5) days, Publisher may sell the Available Product to a third party. If such price reduction occurs less than ten (10) days prior to the final copy date for Premium Advertising Products, then the Option Holders shall have one (1) day from Publisher’s notice to purchase the Available Product at the new price. After one (1) day, Publisher may sell the Available Product to a third party.

     (c) New Products.

     (i) If a New Product becomes available for sale prior to the beginning of the sales canvass for an Embarq Directory, Publisher will notify the Option Holders promptly of such New Product, and the Option Holders may exercise the First Option by providing Publisher with a notice of exercise within thirty (30) days of Publisher’s notice.

     (ii) If a New Product becomes available for sale during the sales canvass for an Embarq Directory and there are at least twenty-one (21) days before the final copy date for Premium Advertising Products, Publisher will notify the Option Holders promptly of such New Product, and the Option Holders may exercise the First Option by providing Publisher with a notice of exercise within ten (10) days of Publisher’s notice.

     (iii) If a New Product becomes available for sale during the sales canvass for an Embarq Directory and there are less than twenty-one (21) days before the final copy date for Premium Advertising Products, Publisher will notify the Option Holders promptly of such New Product, and the Option Holders may exercise the First Option by providing Publisher with a notice of exercise within one (1) days of Publisher’s notice.

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     (iv) If the Option Holders exercise the First Option with respect to a New Product, then the Option Holders shall be required to purchase the New Product on the terms specified by Publisher in its notice.

     (v) If the Option Holders do not exercise the First Option with respect to any New Product within the applicable time period specified in this Section 5.4(c), the First Option shall expire, and Publisher shall be permitted to sell the New Product for the applicable Embarq Directory to third parties (at a price at equivalent volumes not less than that last offered to the Option Holders for similar quantities or size). If Publisher reduces the price on a New Product after the First Option has expired, then Publisher must notify the Option Holders within five (5) days and must offer the Option Holders the opportunity to purchase the New Product at the new price prior to offering the New Product to a third party. If such price reduction occurs ten (10) or more days prior to the the final copy date for Premium Advertising Products, then the Option Holders shall have five (5) days from Publisher’s notice to purchase the New Product at the new price. After five (5) days, Publisher may sell the New Product to a third party. If such price reduction occurs less than ten (10) days prior to the the final copy date for Premium Advertising Products, then the Option Holders shall have one (1) day from Publisher’s notice to purchase the New Product at the new price. After one (1) day, Publisher may sell the New Product to a third party.

     (d) Notice. Any notice provided by Publisher to the Option Holders under this Section 5.4 shall include a description of Available, Reserved, and/or New Products, the pricing for such products consistent with Section 5.3 above, and the projected sales canvass commencement and ending dates and the projected final copy date for Premium Advertising Products for the applicable Embarq Directory. Notice of exercise by Option Holders to Publisher under this Section 5.4 must specify the Premium Advertising Products for which the First Option is exercised and must specify whether it relates to Available, Reserved, and/or New Products. Notwithstanding Section 19.4, any Party may use any of the following forms of notice to comply with this Section 5.4: overnight delivery, electronic mail (whether generated by a limited inventory system or otherwise) or facsimile.

     Section 5.5 Products and Services. Except as prohibited by law, Publisher will offer Embarq LEC all products and services that it offers other third parties on a non-discriminatory basis.

     Section 5.6 Embarq LEC Minimum Spend. In calendar year 2006, Embarq Entities shall purchase Directory Advertising from Publisher on the terms provided in this Article 5 aggregating at least $3,000,000; provided that any purchases made by any Sprint Entities (as defined in the Original DSLA) in calendar year 2006 will apply to such minimum spend requirement.

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ARTICLE 6

OTHER COMMERCIAL AGREEMENTS

     Section 6.1 Trademark License Agreement. Pursuant to the Trademark License Agreement in the form attached as Exhibit G (the “Trademark License Agreement”) executed between Embarq Trademark Co. and Publisher as of the date of this Agreement, Publisher will receive a license to use specific trademarks of Embarq Trademark Co. (the “Licensed Marks”) in connection with the production, publication and distribution of the Embarq Directories. The terms and conditions of the Trademark License Agreement are hereby incorporated by reference into this Agreement.

     Section 6.2 Publisher Trademark License Agreement. Pursuant to the Publisher Trademark License Agreement in the form attached as Exhibit H (the “Publisher Trademark License Agreement”) executed among Embarq Parent, RHDPA and RHDDC as of the date of this Agreement, Embarq Parent will receive a license to use specific trademarks of RHDPA and RHDDC (the “Publisher Marks”) upon the occurrence of certain events for the production, publication and distribution of telephone directories in certain geographic areas. The terms and conditions of the Publisher Trademark License Agreement are hereby incorporated by reference into this Agreement.

     Section 6.3 Subscriber Listings Agreement. Pursuant to the Subscriber Listings Agreement (the “Subscriber Listings Agreement”) executed between Embarq LEC and Publisher as of the date of this Agreement, Publisher will receive a license to use the Subscriber Listing Information and Listing Information Updates in accordance with the terms and conditions set forth therein. The terms and conditions of the Subscriber Listings Agreement are hereby incorporated by reference into this Agreement.

ARTICLE 7

BRANDING

     Section 7.1 Print Directory Cover. During the Term, and unless otherwise expressly agreed to in writing by the Parties, at no cost to Embarq LEC or the other Embarq Entities, the Licensed Marks will appear clearly and conspicuously on the front cover and the spine of each print Embarq Directory (a) in the format and style specified in the Directory Cover Policies and (b) in compliance with all other terms of this Agreement (including the Directory Cover Policies) and the Trademark License Agreement. The design and layout of the front cover and the spines of the print Embarq Directories must comply with the Directory Policies. Publisher may not make any change to the Directory Cover Policies without the prior written consent of Embarq LEC, which will not be unreasonably withheld, particularly as necessary to permit Publisher to take advantage of advertising sales opportunities that are being utilized by other significant directory publishers. Upon Embarq LEC’s reasonable request, Publisher will provide Embarq LEC with copies of the front cover and spine of any print Embarq Directory prior to publication in order for Embarq LEC to ensure compliance with this Article 7.

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     Section 7.2 Other Covers and Home Pages. Any use of the Licensed Marks in connection with and the design and layout of the cover, home page or similar feature of all non-print Embarq Directories will comply with policies to be developed by the Parties which will be consistent with the principles set forth in the Directory Cover Policies.

     Section 7.3 Co-Branding.

     (a) Publisher may co-brand the front covers and spines of the print Embarq Directories with any trademark or trade name of Publisher (the “Publisher Co-Brand Marks”); provided that the Licensed Marks are clearly the dominant brand (i.e., the co-brand will not be more than 80% of the size of the Licensed Marks, except as otherwise provided in the Co-Brand Standards) on such covers and spines and the co-branding complies with the Co-Brand Standards.

     (b) Publisher may co-brand the cover, home page or similar feature of any non-print Embarq Directory and any print or non-print related aspects of producing, publishing or distributing directories and soliciting and selling advertising in connection therewith in the Geographic Coverage Areas, such as sales collateral, stationary, contracts, invoices, customer correspondence, business cards and advertising and promotional materials with the Publisher Co-Brand Marks; provided that the Licensed Marks are clearly the dominant brand (i.e., the co-brand will not be more than 80% of the size of the Licensed Marks, except as otherwise provided in the Co-Brand Standards) and the co-branding complies with the Co-Brand Standards.

     (c) The Co-Brand Standards are attached hereto as Exhibit J (collectively, the “Co-Brand Standards”). If Publisher wishes to use the co-brand in a specific graphic use that is outside of the agreed-upon Co-Brand Standards, the Parties will once again negotiate in good faith to agree on Co-Brand Standards. Publisher may change the actual specific graphic uses of the co-branding of the Purchaser Co-Brand Marks and the Licensed Marks pursuant to this Section 7.3; provided such specific graphic uses comply with the Co-Brand Standards and this Section 7.3.

     (d) Notwithstanding any other provision of this Agreement, Publisher may not include on the front or back cover or spine of any print Embarq Directory or the cover, home page or similar feature of any non-print Embarq Directory (i) any advertising for telecommunications services (including wireline or wireless voice or data services) or (ii) any name or brand (other than the name or brand of the ILEC in the applicable Service Area) (A) that is identified with the provision of telecommunications services (including wireline or wireless voice or data services) except (x) as required by applicable law or the Legal and Regulatory Requirements or (y) as required by Publisher in order to avoid a breach of any contract to which Publisher became a party prior to January 3, 2003 until the end of the term of such contract (which will include any renewal only if such renewal is either automatic or at the other party’s option) or (B) of any entity engaged in any business of the type listed in the “Restricted Headings” section of the Advertising Policies attached as Exhibit B. The foregoing shall not preclude Publisher from including photographs of the Las Vegas strip on any cover of any print Embarq Directory or on any cover, home page or similar feature of any non-print Embarq Directory.

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     (e) For the two year period prior to the end of any Initial Term or Renewal Term for which any Party has provided notice to the others of its intention to terminate this Agreement at the end of such term, the Parties will agree in writing, prior to publication, upon revisions to the Co-Brand Standards, including the specific graphic uses of the Publisher Co-Brand Marks in relation to the Licensed Marks to be applied to the front covers and spines of the print Embarq Directories and the cover, home page or similar feature of any non-print Embarq Directory; provided that the Parties hereby agree that the Licensed Marks shall no longer be required to be the dominant brand, and the revised Co-Brand Standards shall be no more restrictive on Publisher than the then-existing Co-Brand Standards or then-existing Brand Identity Standards (as defined in the Trademark License Agreement).

     (f) In the event the Embarq Entities substitute any brand or trademark for the Licensed Marks in their provision of local telephone exchange service as the ILEC in any Service Area Embarq Trademark Co. will file U.S. trademark applications to register such new trademarks in its name for at least all of the goods and services permitted to be used by Publisher pursuant to this Agreement and the other Commercial Agreements, and upon first use such new trademarks will be deemed either added or substituted, as the case may be, and become Licensed Marks on Exhibit A of the Trademark License Agreement.

ARTICLE 8

TERM AND TERMINATION

     Section 8.1 Term. Except as otherwise provided in this Article 8, the term of this Agreement will commence when and if the Effective Date occurs and will continue until December 31, 2052 (the “Initial Term”); provided that, if the Effective Date has not occurred prior to October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it had never been entered into. Thereafter, the Agreement will automatically renew for successive five year terms (“Renewal Term(s)”), unless either Party terminates the Agreement by providing at least two years prior written notice to the other Party of its intent to terminate the Agreement at the end of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term(s) are collectively referred to in this Agreement as the “Term.”

     Section 8.2 Effects of Termination. Except as otherwise provided in this Agreement, upon termination of this Agreement:

     (a) Publisher will no longer have access under the Subscriber Listings Agreement or this Agreement to Subscriber Listing Information from Embarq LEC. However, Embarq LEC will, upon the request of Publisher, provide Publisher with access to listing information and updates with respect to Subscribers consistent with Embarq LEC’s applicable regulatory obligations;

     (b) the indemnification obligations of the Parties set forth in Article 13 will continue indefinitely, subject to any applicable statutes of limitation, and no termination of all or any part of this Agreement will release any Party from liability for prior breaches of any provisions of this Agreement;

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     (c) Publisher’s obligations set forth in Section 10.1 will terminate immediately; and

     (d) except as set forth in Section 8.6 of this Agreement, the Non-Competition Agreement will terminate immediately.

     Section 8.3 Early Termination by Embarq LEC.

     (a) If Publisher (i) materially breaches its obligations under this Agreement or any other Commercial Agreement with respect to a particular Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area) and fails to cure such material breach within a reasonable time period (not to exceed the later of (A) the next publication of any affected directory or (B) twelve (12) months) after Embarq LEC provides written notice to Publisher of such breach, or (ii) repeats the same material breach of its obligations under this Agreement or any other Commercial Agreement with respect to a particular Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area) two or more times following notice from Embarq LEC of the same breach with respect to the same Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area), then Embarq LEC may, upon written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have under applicable law or regulation or pursuant to this Agreement or any other Commercial Agreement, terminate the applicability of this Agreement and the other Commercial Agreements to the affected Embarq Directory or Service Area (including with respect to the Embarq Directories primarily distributed in or primarily directed at such Service Area), as the case may be. In case of any such termination of the applicability of this Agreement and the other Commercial Agreements pursuant to this Section 8.3(a), (i) the provisions of Section 8.2 will apply to such terminated Service Area and/or the applicable Embarq Directory(ies) (including the immediate termination of Publisher’s non-competition obligations under Section 10.1 with respect to such terminated Service Area and/or the terminated Embarq Directory(ies)) and (ii) at Embarq LEC’s option exercised by notice to Publisher at or prior to the termination of the applicability of this Agreement to the terminated Embarq Directory(ies) or Service Area, Publisher will continue to produce, publish and distribute the White Pages Directory (including white pages listings and a classified business directory) under this Agreement for the affected Service Area for one additional publication cycle following the date of termination at Embarq LEC’s cost in order to enable Embarq LEC to meet the Legal and Regulatory Requirements (in which case Publisher will continue to have access to Subscriber Listing Information with respect to the applicable Embarq Directory(ies) under the Subscriber Listings Agreement solely for the purpose of complying with this obligation).

     (b) In addition to the rights of Embarq LEC under Section 8.4, if (i) Publisher willfully breaches this Agreement or any other Commercial Agreement with the intent of causing an adverse impact on the Licensed Marks and (ii) such breach results in a material adverse effect on the Licensed Marks among a significant portion of the total population residing within the Service Areas in the aggregate, Embarq LEC may, upon written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have under applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements, terminate this Agreement and the other Commercial Agreements.

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     (c) If Publisher or any of its Subsidiaries directly or indirectly offers or sells, as principal, agent or reseller, wireline or wireless voice or data telecommunications services in the Geographic Coverage Areas which compete with an Embarq Entity’s business and such activities continue for more than thirty (30) days following notice from Embarq LEC, Embarq LEC may, upon written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have under any applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements, terminate this Agreement and the other Commercial Agreements. Notwithstanding the foregoing, if Publisher or any of its Subsidiaries acquires an entity or business that directly or indirectly offers, sells or promotes, as principal, agent or reseller, such telecommunications services, Embarq LEC may not terminate this Agreement or any other Commercial Agreements under this Section 8.3(c) because of such offering, sale or promotion of such telecommunications services if Publisher or such Subsidiary is attempting in good faith to divest or otherwise terminate the offer, sale and promotion of such telecommunications services in the Geographic Coverage Areas, except that Publisher or such Subsidiary must divest or otherwise terminate the offer, sale and promotion of such telecommunications services within twelve (12) months of the closing of such acquisition.

     (d) In case of any termination of this Agreement and the other Commercial Agreements pursuant to Section 8.3(b) or 8.3(c), (i) the provisions of Section 8.2 will apply (including the immediate termination of the Publisher’s non-competition obligations under Section 10.1) and (ii) at Embarq LEC’s option exercised by notice to Publisher at or prior to the termination of this Agreement, Publisher will continue to produce, publish and distribute the White Pages Directories (including white pages listings and a classified business directory) under this Agreement for one additional publication cycle following the date of termination at Embarq LEC’s cost in order to enable Embarq LEC to meet the Legal and Regulatory Requirements (in which case Publisher will continue to have access to Subscriber List Information under the Subscriber Listings Agreement solely for the purpose of complying with this obligation).

     (e) Any termination of this Agreement with respect to any particular Embarq Directory under this Agreement shall constitute a termination with respect to both such Embarq Directory and any related White Pages Directory or Yellow Pages Directory covering substantially the same Subscribers, whether or not such White Pages Directory or Yellow Pages Directory is bound or produced together with the affected Embarq Directory.

     Section 8.4 Adverse Effect on the Licensed Marks. If Publisher breaches this Agreement or the Trademark License Agreement in a manner that results in a material adverse effect on the Licensed Marks among a significant portion of the total population in the Geographic Coverage Areas, in the aggregate, and such breach is incapable of cure or has not been cured by Publisher within one hundred twenty (120) days following notice from Embarq LEC, Embarq LEC may, upon written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have under any applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements, suspend all rights of Publisher to use the Licensed Marks under the Trademark License Agreement in the affected Geographic Coverage Areas until such breach is cured. For purposes of this Section 8.4 only, any breach that is substantially similar to an event that occurred prior to the date hereof that did not result in a recall or recirculation of an Embarq Directory will not be taken into account in determining whether a “material adverse effect” on the Licensed Marks has occurred.

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     Section 8.5 Failure to Meet Regulatory Obligations. If at any time during the Term, Embarq LEC reasonably determines that Publisher is not likely to publish the White Pages Directories for one or more Service Areas in accordance with the terms of this Agreement and in a manner that would enable Embarq LEC to fulfill the Legal and Regulatory Requirements with respect to such Embarq LEC Service Area(s), Embarq LEC will notify Publisher thereof, and Publisher will use commercially reasonable efforts to cure. If Publisher fails to cure, Embarq LEC may elect to publish such White Pages Directories itself or contract with third parties to publish such White Pages Directories in order to fulfill the Legal and Regulatory Requirements.

     Section 8.6 Early Termination by Publisher. If any Embarq Company (a) materially breaches its obligations under this Agreement, any other Commercial Agreement or the Non-Competition Agreement with respect to a particular Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area) and fails to cure such material breach within a reasonable time period (not to exceed twelve (12) months) after Publisher provides written notice to Embarq LEC of such breach, or (b) repeats the same material breach of its obligations under this Agreement or any other Commercial Agreement with respect to a particular Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area) two or more times after notice from Publisher of the initial such material breach with respect to such Embarq Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular Service Area), then Publisher may, upon written notice to Embarq LEC, in addition to all other rights and remedies it may have under applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements, terminate the applicability of this Agreement and the other Commercial Agreements with respect to the affected Embarq Directory or Service Area (including with respect to the Embarq Directories primarily distributed in or primarily directed at such Service Area), as the case may be. In the case of such termination, the provisions of Section 8.2 will apply with respect to the affected Service Area and/or the applicable Embarq Directory(ies), except that the Embarq Entities’ obligations set forth in the Non-Competition Agreement will survive with respect to the affected Service Area and/or the applicable Embarq Directory(ies) until the later to occur of (i) the fifth anniversary of such termination and (ii) December 31, 2052, except, that notwithstanding any other provision of the Non-Competition Agreement, Embarq LEC will be permitted to publish White Pages Directories (including white pages and classified business directories) in order to fulfill the Legal and Regulatory Requirements.

ARTICLE 9

SALE OF AN EMBARQ SERVICE AREA

     Section 9.1 Sale of a Service Area.

     (a) Upon any direct or indirect sale or transfer by Embarq Parent, Embarq LEC or any other Embarq Entity of all or any part of a Service Area(s) (whether by a sale of assets or capital stock or by merger, including any change of control of Embarq Parent) the ultimate parent entity of the purchaser of any Service Area and its appropriate Affiliates will:

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     (i) be entitled to the benefit of and will be required to assume in writing and continue all of Embarq Parent’s (in the case of the ultimate parent entity of the purchaser), Embarq Trademark Co.’s (in the case of purchaser’s Affiliate that owns any substituted brand and trademarks described in clause (ii) below) and Embarq LEC’s (in the case of purchaser’s Affiliate that operates the Service Area, if other than the purchaser) rights and obligations under this Agreement, the other Commercial Agreements and the Non-Competition Agreement with respect to such Service Area (or part thereof) and the related Embarq Directories;

     (ii) have the right (exercisable in such purchaser’s sole discretion) to substitute any brand and trademarks for the brand and trademarks then used in the provision of local telephone exchange service as the ILEC in the applicable Service Area (or part thereof); and

     (iii) if the purchaser or any of its Affiliates substitutes any brand or trademarks pursuant to clause (ii) above, be obligated to substitute the substituted brand and trademarks for the Licensed Marks and to substitute substantially similar usage standards for the Brand Identity Standards, in each case pursuant to the terms and conditions of this Agreement and the Trademark License Agreement.

In the case of any substitution for the Licensed Marks and the Brand Identity Standards as described in clause (iii) above, Publisher will be required to accept such substitution in accordance with the terms of this Agreement and the Trademark License Agreement.

     (b) At the closing of any sale or transfer of all or any part of a Service Area pursuant to Section 9.1(a), Embarq Parent shall cause purchaser and its applicable Affiliates as contemplated by Section 9.1(a)(i) to enter into separate agreements in a form reasonably satisfactory to Publisher that contain substantially identical terms and conditions as this Agreement, the other Commercial Agreements and the Non-Competition Agreement with respect to the transferred Service Area(s) (or part thereof) and Embarq Directory(ies). Upon the execution of the agreements referenced in the prior sentence, Publisher consents to the assignment and assumption of Embarq Parent’s, Embarq LEC’s and Embarq Trademark Co.’s rights and obligations under this Agreement, the other Commercial Agreements and the Non-Competition Agreement with respect to such Service Areas (or part thereof) and related Embarq Directories to and by the purchaser and its Affiliates as contemplated by Section 9.1(a)(i) without any ongoing obligations of Embarq Parent and its Affiliates with respect thereto (i.e., a novation will occur). In addition, Embarq LEC will use its good faith commercially reasonable efforts to cause the purchaser to agree that prior to any substitution of any trademarks for the Licensed Marks pursuant to Section 9.1(a)(ii) the purchaser and its Affiliates will (i) transfer ownership of any such substituted trademarks into a bankrupt remote entity which has substantially similar governing documents as Embarq Trademark Co. and (ii) enter into an agreement with Publisher that has substantially similar terms and conditions as the SPV Agreement. This Agreement, the other Commercial Agreements, the SPV Agreement and the Non-Competition Agreement will remain in full force and effect with respect to any Service Areas (or parts thereof) which are not transferred.

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     (c) Notwithstanding any novation of all or part of the Non-Competition Agreement pursuant to Section 9.1(b), in the event all or any part of a Service Area is sold or transferred pursuant to Section 9.1(a), Embarq Parent, Embarq LEC and their Affiliates will remain bound by the obligations of the Non-Competition Agreement, including, without limitation, with respect to the then applicable Geographic Coverage Areas relating to such sold or transferred Service Area (or part thereof). Notwithstanding any sale of all or part of a Service Area, Embarq Parent, Embarq Trademark Co. and their Affiliates will ensure that Publisher continues to have all rights to use the Licensed Marks (as defined in the Trademark License Agreement) that are in effect as of the consummation of such sale pursuant to this Agreement and the Trademark License Agreement until substitution of brands or trademarks pursuant to Section 9.1(a)(ii).

     (d) Any material breach of this Section 9.1 will constitute a material breach of this Agreement by Embarq LEC.

     Section 9.2 Acquisition of a Service Area. If Embarq LEC determines to outsource or sell the directory publishing business in any New Service Area, Embarq LEC will request Publisher to submit a written proposal to Embarq LEC outlining the specific terms and conditions under which Publisher is willing to perform or acquire such business, which Publisher will submit within thirty (30) days following Embarq LEC’s request if Publisher desires to pursue such opportunity. Embarq LEC’s request (the “Request”) will specify which business it wishes to outsource or sell and whether it wishes to outsource or sell such business. If Publisher does not submit a proposal within such 30-day period, Embarq LEC may contract with a third party to perform or acquire the business offered to Publisher consistent with the Request in Embarq LEC’s discretion. If Publisher submits a proposal during such 30-day period, for a period of thirty (30) days following the receipt by Embarq LEC of such proposal to Embarq LEC will negotiate in good faith with Publisher to agree on terms and conditions under which Publisher would perform or acquire such business; provided, however, that Embarq LEC agrees that the non-economic terms and conditions of this Agreement and the Stock Purchase Agreement, to the extent they are applicable, will be acceptable in connection with the acquisition or performance of such business. If no agreement has been reached by the end of the thirty (30)-day period, Embarq LEC will request Publisher to submit a final written proposal to Embarq LEC, who will have five business days to accept or reject such proposal. If Embarq LEC and Publisher are unable to agree on terms for Publisher to perform or acquire such business Embarq LEC may contract with a third party to perform or acquire such business on terms which in the aggregate are no more favorable to such third party than last offered in writing to Publisher. If Embarq LEC has not contracted with a third party within six months of Embarq LEC and Publisher’s failing to reach agreement, this Section 9.2 will once again apply. Notwithstanding the foregoing, Embarq LEC will not have any obligation to Publisher under this Section 9.2 in connection with the extension or renewal of any contract under which a third party is providing directory publishing services in a New Service Area at the time Embarq LEC acquires or obtains such New Service Area.

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ARTICLE 10

NONCOMPETE AND NONSOLICITATION

     Section 10.1 Publisher Obligations.

     (a) During the Term of this Agreement, Publisher agrees that neither Publisher nor any of its Affiliates will directly or indirectly engage in, own, manage, operate, share any revenues of, or have any profit or other equity interest in any business or entity (other than pursuant to this Agreement or by ownership of less than five percent of the outstanding capital stock of a corporation whose securities are publicly traded) that engages in the business of producing, publishing and distributing (or selling advertising for inclusion in) any physical media directory which contains Directional Information relating to Subscribers that is distributed primarily in a Geographic Coverage Area; provided that Publisher may produce, publish or distribute (and sell advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers guides) containing Subscriber Listing Information or Directional Information distributed primarily in the Geographic Coverage Area, so long as (in any such case) such products do not materially compete with and are not significant substitutes for the physical media Embarq Directories.

Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in operations that cause Publisher to otherwise be in violation of this Section 10.1(a), Publisher will not be deemed to be in violation of this Section 10.1(a) if Publisher or its Affiliates is in good faith attempting to divest or otherwise terminate the competing directories, except that Publisher or its Affiliates must divest or otherwise terminate the production, publication and distribution of such competing directories within twelve (12) months of the closing of the acquisition or similar agreement by Publisher or its Affiliates. In addition, if Publisher is acquired by an entity that is engaged in operations that cause Publisher to otherwise be in violation of this Section 10.1(a), Publisher will not be deemed to be in violation of this Section 10.1(a) as a result of any activities by the acquiring party and its Affiliates (other than Publisher and its Subsidiaries) that exist as of the closing of such sale. Any material breach of this Section 10.1(a) will constitute a material breach of this Agreement by Publisher.

     (b) In the event of a termination of this Agreement pursuant to Section 8.3(a), 8.3(b) or 8.3(c) (in its entirety or with respect to any Embarq Directory or Service Area(s), as the case may be), or any suspension of the right to use the Licensed Marks pursuant to Section 8.4, the Publisher and its Affiliates will be prohibited from including on the cover or spine of any print directory primarily distributed in the affected Service Areas or the cover, home page or similar feature of any non-print directory primarily directed at persons or businesses within the affected Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of telecommunications services (including wireline or wireless voice or data services). The restriction under this Section 10.1(b) shall continue until (i) with respect to a termination pursuant to Section 8.3(a), 8.3(b) or 8.3(c), the later of (y) the fifth anniversary of the effective date of such termination of this Agreement and (z) December 31, 2052, and (ii) with respect to a termination pursuant to Section 8.4, during the term of such suspension.

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     (c) During the two (2)-year period following the termination of this Agreement, Publisher will not, directly or indirectly, through one or more of its Affiliates, on behalf of itself or any other person, recruit or otherwise solicit or induce any employee of Embarq LEC or any of its Affiliates or any of their successors to terminate his or her employment relationship with Embarq LEC or its Affiliates (other than Publisher and its subsidiaries). The foregoing will not, however, prohibit Publisher or any of its Affiliates from publishing any general public solicitation of employment opportunities.

ARTICLE 11

CONFIDENTIAL INFORMATION

     Section 11.1 Nondisclosure. Each Party may disclose to the other Confidential Information. Each Party agrees to keep Confidential Information of the other Party confidential, and not to disclose such information to any third Party, except to those of its employees, subcontractors, consultants and agents with a need to know and solely for the purpose of performing the receiving Party’s obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements; provided that any such employees, subcontractors, consultants or agents are informed by the recipient Party of the confidential nature of the Confidential Information and agree to be bound by the terms no less restrictive than this Article 11. The recipient of Confidential Information may use the Confidential Information and make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements. All such copies will be subject to the same restrictions and protections as the original. Each Party will safeguard such Confidential Information from unauthorized use or disclosure with at least the same degree of care with which the recipient Party safeguards its own Confidential Information. The recipient Party will be responsible for any breach of this Article 11 by the recipient’s employees, subcontractors, consultants or agents. Confidential Information belonging to a Party that is in the possession of the other Party will be returned, or destroyed at the disclosing Party’s request, within thirty (30) days after a written request is delivered to the recipient, including any copies made by the recipient Party. If either Party loses or makes an unauthorized disclosure of the other Party’s Confidential Information, it will notify such other Party immediately and use reasonable efforts to retrieve the lost or wrongfully disclosed information. A Party may disclose Confidential Information which is required to be disclosed by law, a court of competent jurisdiction or governmental or administrative agency so long as the disclosing Party has been notified of the requirement promptly after the receiving Party becomes aware of the requirement and so long as the receiving Party undertakes all lawful measures to avoid disclosing such information until the disclosing Party has had reasonable time to seek a protective order and complies with any protective order that covers the Confidential Information to be disclosed.

     Section 11.2 Relief. Each Party agrees that the discloser of Confidential Information would be irreparably injured by a breach of Section 11.1 by the recipient of such Confidential Information or its representatives, and that the discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions

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of Section 11.1. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

     Section 11.3 Termination of Agreement. The obligations and rights under this Article 11 will survive the termination of this Agreement for a period of three years from the effective date of such cancellation or termination.

ARTICLE 12

REPRESENTATIONS AND WARRANTIES

     Section 12.1 Embarq LEC Representations and Warranties. Each of Embarq Parent, Embarq Trademark Co. and Embarq LEC represents and warrants to Publisher that it has the power and authority to enter into this Agreement. Embarq Parent further represents and warrants to Publisher that the parties defined as “Sprint LTD” in the Original DSLA will be wholly-owned subsidiaries of Embarq Parent as of the Effective Date, such entities conduct, and as of the Effective Date will conduct, all of the wireline local telephone service business that has historically been provided by the Sprint Local Telecommunications Division (as defined by the Original DSLA), and as of the Effective Date neither Sprint Nextel nor any Affiliate of Sprint Nextel will conduct wireline local telephone service business.

     Section 12.2 Publisher Representations and Warranties. Publisher represents and warrants to Embarq LEC that Publisher has the power and authority to enter into this Agreement.

     Section 12.3 Disclaimer of Warranties. Except as expressly set forth in this Article 11, each Party makes no representation or warranty under this Agreement, and the Parties hereby disclaim all other warranties, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title, or noninfringement.

ARTICLE 13

INDEMNIFICATION; LIMITATION OF LIABILITY

     Section 13.1 Publisher Indemnity. Publisher will defend, hold harmless and indemnify each Embarq Entity and its officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties, costs, obligations, settlement payments, awards, judgments, deficiencies or other charges (“Losses”) and any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding (“Expenses”) arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with: (a) any errors, omissions, refusals to accept advertising, misclassification or misuse of information, claimed or actual, concerning any of the Embarq Directories, except to the extent resulting from any errors, omissions or misclassifications in the Subscriber Listing Information provided by Embarq LEC under the Subscriber Listings Agreement; (b) any other claims by advertisers with respect to the Embarq Directories; (c) any breach of this Agreement or any other Commercial Agreement by Publisher; (d) Publisher’s activities with respect to the production,

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publishing and distribution of the Embarq Directories; (e) the use of the Licensed Marks by Publisher in violation of this Agreement or the Trademark License Agreement; and (f) breach by Publisher of any of its representations or warranties set forth in Section 12.2.

     Section 13.2 Embarq LEC Indemnity. Embarq LEC (with respect to clauses (a)-(e) below) and Embarq Parent (with respect to clause (f) below) will defend, hold harmless and indemnify Publisher and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all Losses and Expenses arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with: (a) claims resulting from errors, omissions or misclassifications in the Subscriber Listing Information provided by an Embarq Entity; (b) any breach of this Agreement or the Subscriber Listings Agreement by an Embarq Company; (c) breach by an Embarq Company of any of its representations or warranties set forth in Section 12.1; (d) claims relating to Enhanced White Pages or any services provided by an Embarq Entity, including without limitation, local, long distance, wireless or other telecommunications services; (e) any failure to satisfy the Legal and Regulatory Requirements accruing prior to the Effective Date; and (f) any breach of the Trademark License Agreement by Embarq Trademark Co.

     Section 13.3 Procedure. Promptly after receipt by the indemnified party of notice by a third party of a claim or of the commencement of any action or proceeding with respect to which such indemnified party may be entitled to receive payment from the other party for any Losses or Expenses, such indemnified party will notify the indemnifying party of the notice of such claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the indemnifying party will relieve the indemnifying party from liability under this Agreement with respect to such claim, action or proceeding only if, and only to the extent that, such failure to notify the indemnifying party results in the forfeiture by the indemnifying party of rights and defenses otherwise available to the indemnifying party with respect to such claim, action or proceeding. The indemnifying party will have the right, upon written notice delivered to the indemnified party within thirty (30) days thereafter assuming formal responsibility for any Losses and Expenses resulting from such claim, action or proceeding, to assume control of the defense of such claim, action or proceeding, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of the fees and disbursements of such counsel. In any claim, action or proceeding with respect to which indemnification is being sought hereunder, the indemnified party or the indemnifying party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. The indemnifying party or the indemnified party, as the case may be, will at all times use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be, reasonably apprised of the status of the defense of any action the defense of which they are maintaining and to cooperate (at the expense of the indemnifying party) in good faith with each other with respect to the defense of any such action. If the indemnifying party has assumed the defense of a claim, action or proceeding, no indemnified party may settle or compromise such matter or consent to the entry of any judgment with respect to such matter without the prior written consent of the indemnifying party. An indemnifying party may not, without the prior written consent of the indemnified party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (a) simultaneously with the effectiveness of

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such settlement, compromise or consent, the indemnifying party pays in full any obligation imposed on the indemnified party by such settlement, compromise or consent (b) such settlement, compromise or consent contains a complete release of the indemnified party and its Affiliates and their respective directors, officers and employees and (c) such settlement, compromise or consent does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the indemnified party or any of the indemnified party’s Affiliates. In the event an indemnified party will claim a right to payment pursuant to this Agreement not involving a third party claim covered by Article 13, such indemnified party will send written notice of such claim to the appropriate indemnifying party. Such notice will specify the basis for such claim. As promptly as possible after the indemnified party has given such notice, such indemnified party and the appropriate indemnifying party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the indemnifying party will pay to the indemnified party immediately available funds in an amount equal to such claim as determined hereunder.

     Section 13.4 Limitation of Liability. None of an Embarq Company or Publisher or any of their respective Affiliates will be liable to the other Party with respect to any breach of this Agreement or the other Commercial Agreements (except the Trademark License Agreement) for any indirect, incidental, consequential, reliance, or special damages suffered by such other Party (including damages for harm to business, lost revenues, lost savings, or lost profits suffered by such other Party), regardless of the form of action, whether in contract, warranty, strict liability, or tort, including negligence of any kind whether active or passive, and regardless of whether the Parties knew of the possibility that such damages could result. Each Party hereby releases the other Parties (and such other Parties’ respective officers, directors, employees, agents, partners, members and Affiliates) from any such claim. The limitation in this Section 13.4 will not apply to breaches of (a) the Parties’ indemnification obligations, as specified elsewhere in Article 13 of this Agreement, or (b) the obligations of the Parties under Article 2 of this Agreement.

     Section 13.5 Errors and Omissions.

     (a) Embarq LEC agrees to limit, by tariff or contract, its own and its contractors’ and agents’ (and hence Publisher’s) liability to any Subscriber for any error or omission in any Subscriber Listing Information to no more than the cost, if any, assessed to the Subscriber for directory listing services.

     (b) Publisher agrees to limit, by contract, its own and its contractors’ and agents’ (and hence Embarq LEC’s) liability to any advertiser for any error or omission in any Directory Advertising to no more than the cost assessed to the advertiser for such Directory Advertising.

ARTICLE 14

ADDITIONAL REGULATORY REQUIREMENTS AND COSTS

     Section 14.1 Regulatory Requirements. Publisher will abide by and implement any changes related to the production, publishing and distribution of the Embarq Directories that are

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required in order to fulfill the Legal and Regulatory Requirements. This obligation includes maintaining, retaining and producing upon request all records sufficient to show that Publisher has complied with the Legal and Regulatory Requirements. In accordance with the policies attached on Exhibit I, Embarq LEC will reimburse Publisher for reasonable incremental net costs incurred by Publisher in connection with the production, publication and distribution of the Embarq Directories resulting from Publisher’s obligations under this Agreement to comply with changes after September 21, 2002 to the Legal and Regulatory Requirements (which is intended for these purposes to include material changes to the terms of interconnection and similar agreements entered into by Embarq LEC and any CLEC, and is not intended to include new agreements entered into by Embarq LEC after September 21, 2002 on the terms and conditions existing as of September 21, 2002). Publisher will be solely responsible for the costs of complying with any changes after September 21, 2002 to any legal and regulatory requirements applicable to Publisher which are not part of the Legal and Regulatory Requirements.

     Section 14.2 Provision of Regulatory Information. Embarq LEC will be responsible for notifying Publisher of any changes to the Legal and Regulatory Requirements after the Effective Date. The failure of Embarq LEC to notify Publisher of any such changes will not relieve Publisher of its obligations to fulfill the Legal and Regulatory Requirements if Publisher knew, or should have known, of any such changes to the Legal and Regulatory Requirements.

ARTICLE 15

SHARING OF INFORMATION

     Section 15.1 Credit Matters. Subject to applicable privacy and other laws, Embarq LEC and Publisher will exchange information relating to customers who fail to pay their obligations to Embarq LEC and Publisher, respectively.

     Section 15.2 Publisher Access to Embarq Directory System. Subject to reasonable limitations imposed by Embarq LEC, including the assessment of a reasonable fee, Embarq LEC will grant Publisher read-only access to the Subscriber Universal Directory System (or any successor system) to allow Publisher to comply with is obligations under this Agreement.

ARTICLE 16

INTERNET OPERATIONS AND OTHER EMBARQ SERVICES

     Section 16.1 Internet Links. Each Party agrees to provide on its website an Internet hyperlink to the other Party’s website during the Term, such hyperlink to be approved in advance by the other Party in its reasonable business discretion, consistent with the purpose of and subject to the terms and conditions of the Commercial Agreements.

     Section 16.2 Embarq LEC Services. Publisher and the applicable Embarq Entities have executed telecommunications services agreements, which require Publisher to use the Embarq Entities’ (but not their successors’) local, long distance and data services, on an exclusive basis from the Effective Date until December 31, 2006; provided that (a) the Embarq Entities provide Publisher such services on a most-favored-customer basis for similarly situated

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customers that are purchasing equivalent volumes and types of services, (b) the Embarq Entities provide the type, prices and quality of services equal to the services provided by other parties and (c) the requirements of this Section 16.2 shall not apply to the extent that Publisher has existing contractual arrangements with another provider as of the date of this Agreement until the expiration of such arrangements in accordance with their terms, except that the wireless services used by the general employees and sales people of Publishers and directly paid for by Publisher will be Embarq LEC Services if available in the employees’ locations.

     Section 16.3 Information Systems. Embarq LEC will negotiate in good faith any enhancements that Publisher desires to make to connections between Publisher’s and Embarq LEC’s information technology systems, including with respect to the format of Subscriber Listing Information and updates.

ARTICLE 17

DISPUTE RESOLUTION

     Section 17.1 Option to Negotiate Disputes. The Parties will attempt in good faith to resolve any issue, dispute, or controversy arising out of or relating to this Agreement, the Subscriber Listings Agreement or the Non-Competition Agreement using the procedures in this Section 17.1. Either Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within ten (10) days after delivery of the notice, representatives of the Parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute by the respective representatives of the Parties within the time frames and escalation process set forth below:

	Embarq LEC (Title)	Publisher (Title)
Within 10 days	Vice President — Law, Marketing and Sales	General Counsel
Within 20 days	Vice President — Business Planning & Development	Chief Financial Officer
Within 30 days	Chief Executive Officer	Chief Executive Officer

     If a Party intends to be accompanied at a meeting by an attorney, the other Party will be given at least two business days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this Section 17.1 are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State Rules of Evidence.

     Section 17.2 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

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     Section 17.3 Forum Selection. Any court proceeding brought by either Party shall be brought in the United States District Court for the District of Delaware in Wilmington, Delaware. Each Party agrees to personal jurisdiction in such court.

     Section 17.4 Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTER-CLAIM, THIRD PARTY CLAIM OR OTHERWISE.

     If for any reason the jury waiver is held to be unenforceable, the Parties agree to binding arbitration for any dispute arising out of this Agreement under the applicable commercial rules of the American Arbitration Association and 9 U.S.C. § 1, et. seq. Any arbitration will be held in the Wilmington, Delaware metropolitan area and be subject to the Governing Law provision of this Agreement. Discovery in the arbitration will be governed by the Local Rules applicable in the United States District Court for the District of Delaware.

     The agreement of each Party to waive its right to a jury trial will be binding on its successors and assigns and will survive the termination of this Agreement.

     Section 17.5 Attorneys’ Fees. The prevailing Party in any formal dispute will be entitled to reasonable attorneys’ fees and costs, including reasonable expert fees and costs. This provision will not apply if the prevailing Party rejected a written settlement offer that exceeds the prevailing Party’s recovery.

     Section 17.6 Cumulative Remedies. No right or remedy in this Agreement conferred upon or reserved to either Party is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy under this Agreement or under applicable law, whether now or hereafter existing. The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with its terms and that the Parties will be entitled to specific performance and injunctive relief (without the necessity of posting bond) in addition to any other remedy to which they are entitled at law or equity.

ARTICLE 18

REAFFIRMATION OF CENDON PAYMENTS

     Section 18.1 Former CenDon Directory Agreements. The Parties acknowledge that (a) the Original DSLA superseded the Directory Services Agreement effective as of July 1, 2000, among RHDPA, CenDon and the Sprint Local Telecommunications Division, which in turn had superseded the CenDon Virginia Directory Agreement dated May 5, 1988, as amended; the CenDon Florida Directory Agreement dated May 5, 1988, as amended; the CenDon Nevada Directory Agreement dated May 5, 1988, as amended; and the CenDon North Carolina Directory Agreement, dated May 5, 1988, as amended (collectively, the “Former CenDon Directory Agreements”) and (b) pursuant to the Limited Liability Company Agreement of CenDon, dated April 27, 2000, CenDon assumed the rights and obligations of the CenDon Partnership (as

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defined in such Limited Liability Company Agreement) under the Former CenDon Directory Agreements.

ARTICLE 19

GENERAL

     Section 19.1 Assignment. Except as provided in Section 9.1 of this Agreement, neither Party may assign all or any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that either Party may assign all of its rights and obligations under the Agreement (a) in connection with a sale of all or substantially all of its assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and obligations under this Agreement, the other Commercial Agreements and the Non-Competition Agreement in a form reasonably acceptable to the other Party, (b) to (i) any of its Affiliates or (ii) any lender or other party as collateral for any financing provided that no such assignment permitted by this clause (b) will relieve such Party of any of its obligations under this Agreement.

     Section 19.2 Subcontractors. Notwithstanding the prohibition on sublicensing set forth in the Subscriber Listings Agreement and Section 2.1 hereof, any Party may subcontract with third parties or Affiliates of such Party for the performance of any of such Party’s obligations under this Agreement. If any obligation is performed for either Party through a subcontractor, such Party will remain fully responsible for the performance of this Agreement in accordance with its terms, including any obligations it performs through subcontractors, and such Party will be solely responsible for payments due to its subcontractors. No contract, subcontract or other agreement entered into by either Party with any third party in connection with the provision of services under this Agreement will provide for any indemnity, guarantee or assumption of liability by, or other obligation of, the other Party with respect to such arrangement, except as consented to in writing by the other Party. No subcontractor will be deemed a third party beneficiary for any purposes under this Agreement.

     Section 19.3 Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between any Embarq Entity and Publisher, franchisor — franchisee, or to make any Embarq Entity or Publisher partners, joint venturer or co-employer of the other, or result in joint service offerings to their respective customers.

     Section 19.4 Notices. Any notice required or permitted under this Agreement will be in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express mail. Notice will be deemed to have been given when such notice is received. Addresses for notices are as follows:

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If to an Embarq Company:

Embarq Corporation
5454 West 110^th Street
Overland Park, Kansas 66211
Attention: Senior Vice President, Corporate Strategy & Development
Facsimile: 913-523-9625

With a copy to:

Embarq Corporation
5454 West 110^th Street
Overland Park, Kansas 66211
Attention: Vice President & Corporate Secretary
Facsimile: 913-523-9825

If to Publisher:

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Facsimile: 919-297-1518
Attention: General Counsel

or at such other address as either Party may provide to the other by written notice.

     Section 19.5 Independent Contractor. The relationship between the Parties is that of an independent contractor. Each Party will be solely responsible for such Party’s employees, including compliance with all employment laws, regulations, and rules and payment of wages, benefits and employment taxes such as Social Security, unemployment, workers compensation and federal and state withholding with respect to such employees.

     Section 19.6 Entire Agreement. The Commercial Agreements constitute the entire understanding and agreement of the Parties concerning the subject matter of this Agreement and the other Commercial Agreements, and on the Effective Date will supersede any prior agreements (including the Original DSLA and the Original Commercial Agreements), representations, statements, understandings, proposals, undertakings or negotiations, whether written or oral, with respect to the subject matter expressly set forth in the Commercial Agreements. Notwithstanding anything to the contrary in this Agreement, any of the other Commercial Agreements or any other agreement, that the Original Non-Competition Agreement will continue in full force and effect as agreed to in Section 9.1(c) of the Original DSLA. Notwithstanding the foregoing, the Subscriber Listings Agreement and the terms and conditions contained therein are incorporated by reference into this Agreement in their entirety.

     Section 19.7 Severability. If any term, condition or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire Agreement, unless such construction would be unreasonable. This Agreement will be construed

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as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly, except that in the event such invalid or unenforceable provision or provisions are essential elements of this Agreement and substantially impair the rights or obligations of either Party, the Parties will promptly negotiate in good faith a replacement provision or provisions.

     Section 19.8 Compliance with Laws/Regulations. Subject to Article 14, each Party will comply with all federal, state, and local laws, regulations, rules, ordinances and orders relating to the performance of its obligations and the use of services provided under the Agreement, including any rulings, modifications, regulations or orders of the Federal Communications Commission and/or any applicable state utility commission to the extent this Agreement is subject to the jurisdiction of such regulatory authority.

     Section 19.9 Force Majeure. Neither Party will be liable for any delay or failure in performance of any part of this Agreement caused by a Force Majeure condition, including acts of God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions, wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the reasonable control of the Party claiming excusable delay or other failure to perform (a “Force Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is delayed because of such Force Majeure condition will give prompt notice to the other Party, will use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon cessation of such Force Majeure condition will give like notice and commence performance under the Agreement as promptly as reasonably practicable.

     Section 19.10 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This Agreement does not provide and should not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action or other privilege.

     Section 19.11 Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties, and their respective successors and permitted assigns.

     Section 19.12 Waivers. No waiver of any provision of this Agreement, and no consent to any default under this Agreement, will be effective unless the same is in writing and signed by an officer of the Party against whom such waiver or consent is claimed. In addition, no course of dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party will not be deemed a waiver of any subsequent or other default.

     Section 19.13 Exhibits. Exhibits to this Agreement are incorporated and made a part of this Agreement. In the event of a conflict between the terms of this Agreement and an exhibit to this Agreement, the terms of this Agreement will override and govern.

     Section 19.14 Headings. The headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement.

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     Section 19.15 Survival. Any liabilities or obligations of a Party for acts or omissions occurring prior to the cancellation or termination of this Agreement and any obligations of a Party under any other provisions of this Agreement which, by their terms, are contemplated to survive (or be performed after) termination of this Agreement (subject to any time limitations specified therein) will survive the cancellation or termination of this Agreement.

     Section 19.16 Modifications. No amendments, deletions, additions or other modifications to this Agreement will be binding unless evidenced in writing and signed by an officer of each of the respective Parties hereto.

     Section 19.17 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. This Agreement will become effective when one or more counterparts have been signed by each and delivered to the other Party, it being understood that the Parties need not sign the same counterpart.

     Section 19.18 Embarq LEC Obligations. Each individual entity comprising Embarq LEC under this Agreement will be severally responsible for the obligations of Embarq LEC under this Agreement with respect to the specific Service Areas operated by such entity. Subject to any novation that occurs pursuant to Section 9.1(b), Embarq Parent will be jointly and severally responsible with each entity comprising Embarq LEC for the obligations of such entity under this Agreement.

     Section 19.19 Publisher Reasonable Efforts. No violation or breach of Sections 3.2, 3.5, 3.9, 3.16, 3.17(c), and 7.1 of this Agreement that would otherwise constitute a material breach of this Agreement will be deemed to constitute a material breach so long as Publisher has used its commercially reasonable efforts to comply with the applicable section and the action or omission constituting such violation or breach is not materially inconsistent with the performance of Publisher prior to the date hereof.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

PUBLISHER:
R.H. DONNELLEY PUBLISHING
& ADVERTISING, INC.	CENDON, L.L.C.
(f/k/a Sprint Publishing & Advertising, Inc.)
By: /s/ Robert J. Bush	By: /s/ Robert J. Bush
Name: Robert J. Bush	Name: Robert J. Bush
Title: Vice President	Title: Manager

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R.H. DONNELLEY DIRECTORY COMPANY

(f/k/a Centel Directory Company)

By: /s/ Robert J. Bush

Name: Robert J. Bush

Title: Vice President

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EMBARQ PARENT:

EMBARQ CORPORATION

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: Chief Operating Officer

EMBARQ DIRECTORY CO.:

EMBARQ DIRECTORY TRADEMARK COMPANY, LLC

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: President

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EMBARQ LEC:

EMBARQ MINNESOTA, INC.
EMBARQ FLORIDA, INC.
CAROLINA TELEPHONE & TELEGRAPH CO.
UNITED TELEPHONE — SOUTHEAST, INC.
UNITED TELEPHONE COMPANY OF THE CAROLINAS
UNITED TELEPHONE COMPANY OF SOUTHCENTRAL KANSAS
UNITED TELEPHONE COMPANY OF EASTERN KANSAS
UNITED TELEPHONE COMPANY OF KANSAS
EMBARQ MISSOURI, INC.
UNITED TELEPHONE COMPANY OF TEXAS, INC.
UNITED TELEPHONE COMPANY OF THE WEST
THE UNITED TELEPHONE COMPANY OF PENNSYLVANIA
UNITED TELEPHONE COMPANY OF NEW JERSEY, INC.
UNITED TELEPHONE COMPANY OF THE NORTHWEST
UNITED TELEPHONE COMPANY OF OHIO
UNITED TELEPHONE COMPANY OF INDIANA, INC.
CENTRAL TELEPHONE COMPANY
CENTRAL TELEPHONE COMPANY OF VIRGINIA
CENTRAL TELEPHONE COMPANY OF TEXAS

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: President

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EX-10.7

Exhibit 10.7

TRADEMARK LICENSE AGREEMENT

     THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of this 16^th day of May, 2006, by and between Embarq Directory Trademark Company, LLC (“Licensor”), a Delaware limited liability company, and R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), CenDon, L.L.C., a Delaware limited liability company (“CenDon”), and R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”) (RHDPA, CenDon and RHDDC are referred to collectively in this Agreement as the “Licensees”) (Licensor and each Licensee are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”).

RECITALS:

     A. On the date of this Agreement, the Licensees, Embarq Parent and Embarq LEC (such terms, and each other term used in this Agreement with initial capitalization and not otherwise defined herein, shall have the meaning ascribed to such term in the Directory Services License Agreement) are entering into a Directory Services License Agreement (the “Directory Services License Agreement”) in order to provide Licensees, subject to the terms set forth therein, the right to continue producing, publishing and distributing the Embarq Directories following the completion of the Spin-off;

     B. Licensor owns the trademarks listed on Exhibit A (as amended from time to time pursuant to the terms of this Agreement and the Directory Services License Agreement, the “Licensed Marks”);

     C. Licensor and Licensees are entering into this Agreement to provide for the continued use of the Licensed Marks by the Licensees during the Term of the Directory Services License Agreement; and

     D. Licensor desires to grant, and Licensees desire to obtain, subject to the terms and conditions of this Agreement, a license to use the Licensed Marks in connection with the Permitted Uses.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements of the Parties and other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties agree as follows:

     Section 1. Trademark License.

     (a) Subject to the terms and conditions of this Agreement and consistent with all of the terms and conditions of the Directory Services License Agreement, Licensor hereby grants to Licensees a non-transferable, royalty free, exclusive right to use for the term of this Agreement, the Licensed Marks on (i) any physical media directory that (A) contains primarily Subscriber

Listing Information and other Directional Information with respect to Subscribers and other persons or businesses located or providing products or services within the Service Areas, (B) that is classified and/or searchable (e.g., by alphabet letter or category) and (C) is primarily distributed in the Service Area and (ii) related aspects of producing, publishing or distributing directories and soliciting and selling advertising in connection therewith in the Geographic Coverage Areas, such as sales collateral, stationary, contracts, invoices, customer correspondence, business cards and advertising and promotional materials.

     (b) Subject to the terms and conditions of this Agreement and consistent with all of the terms and conditions of the Directory Services License Agreement, Licensor hereby grants to Licensees a non-transferable, royalty free, exclusive right to use for the term of this Agreement, the Licensed Marks on (i) any non-physical media directory that (x) contains primarily Subscriber Listing Information and other Directional Information with respect to Subscribers and other persons or businesses located or providing products or services within the Service Areas, (y) that is classified and/or searchable (e.g., by alphabet letter or category) and (z) is primarily directed at Subscribers and other persons or businesses located or providing products or services within the Service Areas, and (ii) related aspects of producing, publishing or distributing directories and soliciting and selling advertising in connection therewith in the Geographic Coverage Areas, such as sales collateral, stationary, contracts, invoices, customer correspondence, business cards and advertising and promotional materials (collectively with the uses set forth in Section 1(a), the “Permitted Uses”).

     (c) Licensees may only sub-license their license to use the Licensed Marks under this Agreement to any controlled Affiliate of any Licensee and pursuant to Section 19.

     (d) Licensor will not license the Licensed Marks to any party in violation of the noncompetition obligations of Embarq Parent and its Affiliates under the Non-Competition Agreement.

     Section 2. Use of Trademark. Other than the Permitted Uses, Licensees may not use the Licensed Marks in connection with any service or product or for any other purpose whatsoever, including any telecommunications services, Internet services other than non-physical media directories as provided in the Directory Services License Agreement or cable services. Notwithstanding anything to the contrary in this Section 2, upon the request of Licensees, the Licensor will register any Internet domain names which include both the Licensed Marks and the brand used by Publisher pursuant to Section 7.3 of the Directory Services License Agreement and such domain names shall automatically become “Licensed Marks” hereunder. The Parties acknowledge that Publisher may use any domain name listed on Exhibit B, which will be deemed to be “Licensed Marks” for the purposes of this Agreement.

     Section 3. Compliance with Brand Identity Standards.

     (a) Licensor’s “Brand Identity Standards” are attached as Exhibit C. If there is an inconsistency between the terms of this Agreement and the Brand Identity Standards, the terms of this Agreement control. The parties acknowledge that the Brand Identity Standards are currently embodied in a document written for Embarq LEC’s internal departments, and as such, their application to Licensees under this Agreement should be read and interpreted with logical

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modifications, it being understood that the document may be modified in the future by mutual agreement of the Licensor and Licensees to apply more specifically to Licensees. For example, with respect to the current Brand Identity Standards and without limitation:

     (i) most references to “Embarq Legal” or “Embarq Law Department” should be read as referring to Licensees’ law department,

     (ii) many references to “Embarq” with respect to the introduction of new products should be read as referring to Licensees.

     Licensor shall also replace the Brand Identity Standards with a summarized version analogous to the Brand Identity Standards applicable to the Original DSLA as soon as practicable following the parties’ reaching agreement in writing that resolves the subject matter of that certain Standstill Agreement, dated the date hereof, by and between Embarq Corporation and RHDPA. Licensor may modify the Brand Identity Standards at any time, in its sole discretion, and will deliver a copy of the revised Brand Identity Standards to Licensees promptly after making any such modifications; provided that any such modification must apply generally to substantially all licensees of the Licensed Marks. Licensees must comply at all times with the Brand Identity Standards established by Licensor and delivered to Licensees from time to time for each Licensed Mark. In addition to the foregoing, Licensees must at all times use each Licensed Mark in a manner that will preserve and protect the goodwill, reputation and name of the Licensed Mark and of Licensor with respect to the Licensed Mark. Compliance with the terms of the Directory Services License Agreement by the Licensees preserves and protects the goodwill, reputation and name of the Licensed Marks and of Licensor.

     (b) Upon a modification or substitution of the Licensed Marks as utilized by Embarq Parent or its Affiliates in their business generally or in a particular Service Area pursuant to the Directory Services Licenses Agreement, the Licensed Marks in Exhibit A will be amended to include such modifications or substitutions with respect to the affected Service Area(s). If Licensees’ use of any Licensed Mark varies from the Brand Identity Standards because of a change to the Brand Identity Standards or the Licensed Marks by Licensor, Licensees (i) may exhaust their existing stocks of materials displaying the Licensed Mark within a commercially reasonable period of time, (ii) will be permitted to produce, publish and distribute Embarq Directories containing the Licensed Marks which have a WHOA Date preceding the date of the change to the Brand Identity Standards or the Licensed Marks by Licensor, and (iii) will not be required to recall any Embarq Directories containing the Licensed Marks published prior to the date of the change to the Brand Identity Standards or the Licensed Marks by Licensor. If Licensees’ use of any Licensed Mark varies from this Agreement, the Directory Services License Agreement or the Brand Identity Standards, for any reason other than a change to the Brand Identity Standards or the Licensed Marks by Licensor, Licensees will immediately cease using all materials displaying the Licensed Mark in violation of this Agreement, the Directory Services License Agreement or the Brand Identity Standards.

     (c) Licensees may request in writing that Licensor permit Licensees to vary from the Brand Identity Standards for Licensed Marks. Licensor may in its sole discretion approve or refuse the foregoing request, however, any approval to vary from the Brand Identity Standards for Licensed Marks must be in writing.

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     Section 4. Reservation of Rights. Licensor reserves the right to use the Licensed Marks or license their use to third parties in connection with any activities that Embarq LEC or its Affiliates are not prohibited from engaging in under the terms of the Non-Competition Agreement.

     Section 5. Co-Branding. Licensees will not use any other trademark, service mark, phrase, word or symbol, whether owned by Licensees, their Affiliates or by third parties, in conjunction with the Licensed Marks, except as permitted by Section 7.3 of the Directory Services License Agreement.

     Section 6. Similar Marks. Neither Licensees nor their Affiliates may use:

     (a) any trademark or phrase which is similar to any Licensed Mark; or

     (b) any word, symbol, character, or set of words, symbols, or characters, which in any language would be identified as substantially the equivalent of a Licensed Mark.

     Section 7. Proprietary Rights; Legends. Licensees’ use of the Licensed Marks on the services and products authorized by this Agreement, shall include use of the notice of registration - - ® - one time on each good or service in a manner that is visible to the public.

     Section 8. Publisher’s Corporate Name. Licensees will not use any Licensed Mark or the name “Embarq” in their corporate or business name, nor allow any of their Affiliates to use any Licensed Mark or the name “Embarq” in their respective corporate or business names. Furthermore, Licensees and their Affiliates will not use any corporate or business name or any mark, logo or indicia that suggests in any manner that Licensees or their Affiliates are a subsidiary of or affiliated with Embarq LEC or Licensor; provided, however, that Licensees may suggest and hold themselves out as having the rights provided to Publisher pursuant to Section 2.1 of the Directory Services License Agreement. The Parties acknowledge that any use of the Licensed Marks by Licensees in accordance with Section 1 hereof will not violate this Section 8.

     Section 9. Approval of Materials. Subject to Article 7 of the Directory Services License Agreement, on Licensor’s reasonable request, Licensees will provide to Licensor for approval prior to distribution reasonable samples of material on which a Licensed Mark appears and Licensees agree to modify any Embarq Directory, packaging, labels, advertising and other material if the use of a Licensed Mark is not in accordance with the provisions of the Directory Services License Agreement. Licensees will provide to Licensor for review and approval representative samples of Licensees’ proposed use of the Licensed Marks whenever such samples are not consistent with the provisions of the Directory Services License Agreement, this Agreement or the Brand Identity Standards. In the event that Licensor does not notify Licensees within ten (10) days of its receipt of any such samples that it disapproves of Licensees’ proposed use of the Licensed Marks, Licensor will be deemed to have approved of such use.

     Section 10. Rights to the Licensed Marks

     (a) Interest in Licensed Marks. Licensees agree that the Licensed Marks are proprietary to Licensor and nothing in this Agreement constitutes the grant of a general license for their use; rather, they may only be used in accordance with the terms and conditions of this

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Agreement and the Directory Services License Agreement. Licensor represents and warrants that (i) it owns all right, title and interest (including the goodwill) in and to the Licensed Marks and (ii) the execution and performance of this Agreement by Licensor will not breach any other agreement or license relating to the Licensed Marks. In accepting this Agreement, Licensees acknowledge Licensor’s ownership of the Licensed Marks, the goodwill connected with them. Licensees acquire no right, title, or interest in the Licensed Marks or the goodwill associated with the Licensed Marks due to their use of the Licensed Marks, other than the right to use the Licensed Marks in accordance with the terms and conditions of this Agreement and the Directory Services License Agreement. Use of the Licensed Marks by Licensees and their Affiliates inures to the benefit of Licensor or its Affiliates. Neither Licensees nor their Affiliates will attack the Licensed Marks in any manner whatsoever nor assist anyone in attacking the Licensed Marks.

     (b) Registration of Marks. Licensees agree that neither they nor their Affiliates will make any application to register the Licensed Marks, nor use, license or attempt to register any confusingly similar trademark, service mark, trade name or derivation, during and after expiration or termination of this Agreement. Licensees will not and neither will any of their Affiliates adopt, use, file for registration, or register any trademark, service mark, or trade name that is similar to any Licensed Mark or results in a likelihood of confusion with a Licensed Mark. Licensor shall maintain the federal registration of all Licensed Marks that are registered with the United States Patent and Trademark Office throughout the Term. Upon Licensee’s request, Licensor will promptly register any trademark or service mark owned by Licensor and used by Licensees for all goods and services covered by its Permitted Use in accordance with this Agreement and the Directory Services License Agreement which are not already registered in the United States Patent and Trademark office and will add such trademarks and service marks to Exhibit A as Licensed Marks. Licensor shall bear all of the expenses relating to the prosecution of any application pursuant to this provision as well as all expenses relating to the maintenance of any registration issued pursuant to this provision. Licensees will take all reasonable actions necessary to assist with the prosecution of any application under this provision and the filing of any document or other materials required to maintain any registration issued pursuant to this provision.

     Section 11. Termination or Expiration of Agreement. This Section 11 survives the termination or expiration of this Agreement. On termination or expiration of this Agreement, subject to the transition provisions in the Directory Services License Agreement, all rights granted to Licensees under this Agreement in and to the Licensed Marks, together with any interest in and to the Licensed Marks which Licensees may have or may have acquired pursuant to this Agreement, the Directory Services License Agreement or otherwise, will forthwith, without further act or instrument, be assigned to and revert to Licensor. In addition, Licensees will execute any reasonable instruments prepared at the sole expense of and requested by Embarq LEC and Licensor that are necessary to accomplish or confirm the foregoing. Licensees will destroy all materials in Licensees’ possession which contain the Licensed Marks within a reasonable period after the termination or expiration of the Agreement, provided that Licensees will be permitted to produce, publish and distribute Embarq Directories containing the Licensed Marks which have a WHOA Date preceding the date of the termination or expiration of this Agreement and provided further that Licensees will not be required to recall any Embarq Directories containing the Licensed Marks published prior to the date of termination or expiration of this Agreement. Licensees will refrain from further use of the Licensed Marks, or

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any other trademark, service mark, trade name, design or logo that is confusingly similar to the Licensed Marks. Licensees acknowledge and admit that there would be no adequate remedy at law for their failure to cease use of the Licensed Marks upon termination of this Agreement and the Directory Services License Agreement. Licensees agree that, in the event of such failure, Licensor will be entitled to seek equitable relief by the way of temporary, preliminary and permanent injunction and seek further relief as any court with jurisdiction may deem just and proper.

     Section 12. Infringement.

     (a) Notice of Infringement. Licensor and Licensees will promptly notify each other of any infringement of any of the Licensed Marks that comes to their attention. Licensor may take such action as it determines may be required to terminate the infringement. If Licensor decides that action should be taken, Licensor may take the action either in its own name or, alternatively, Licensor may authorize Licensees to initiate the action in Licensor’s name, at Licensor’s sole cost and expense.

     (b) Defense by Licensees. If Licensor does not decide to take any action within thirty (30) days of its notification of the infringement, Licensees may notify Licensor in writing of its intention to prosecute the action at its own expense. Licensor will have twenty (20) days in which to respond to Licensees regarding their planned action in response to the notification, which action shall be in Licensor’s reasonable discretion. If the response does not entail Licensor responding to the infringement, or if Licensor fails to respond to Licensees within the twenty (20) day period, Licensees will be entitled to undertake the action at Licensees’ expense; provided that, if the infringement relates to activities outside the Permitted Uses, Licensees will be entitled to take such action only if the licensee under that certain Embarq Trademark License Agreement, between Licensor and Embarq Holdings Company LLC, of even date herewith, fails to pursue such infringement pursuant to Section 7 thereof. Licensees and Licensor will keep each other apprised of all material developments in the case and will make no settlement of the action that could impair the goodwill or reputation of the Licensed Marks or Licensor’s ownership in the name “Embarq” or the “Embarq jet” for other purposes.

     (c) Cooperation. Each Party agrees to cooperate fully with the other Party to whatever extent necessary to prosecute any action with all expenses being borne by the Party bringing the action, or shared equally, if the Parties agree to both prosecute the action.

     (d) Damages. Regardless of which Party prosecutes a Licensed Mark infringement claim, the damages recovered by the Parties will first be used to reimburse the expenses on a pro rata basis that each Party and any other licensees of Licensor incurred in pursuing the prosecution. Expenses shall include time spent by in-house lawyers in managing and pursuing the prosecution. If there are recovered damages in excess of expenses then such recovered damages will be allocated between the Parties and any other licensees of Licensor in accordance with the damage suffered by each. The provisions of this Section 12 will not be construed as limiting the rights of either Party to recover damages from, or to exercise any other right or remedy against, any third parties in respect of any other claim that either Party may have against the third parties.

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     Section 13. Further Protection. At the reasonable request of Licensor and at Licensor’s sole expense, Licensees will execute any papers or documents necessary to protect the rights of Licensor in the Licensed Marks and execute and deliver the other documents as may be reasonably requested by Licensor.

     Section 14. Term. This Agreement will become effective when and if the Effective Date occurs and will terminate upon the termination of the Directory Services License Agreement in accordance with its terms; provided that, if the Effective Date has not occurred prior to October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it had never been entered into.

     Section 15. Indemnification.

     (a) Licensees Indemnity. Licensees will defend, hold harmless and indemnify Licensor and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties, costs, obligations, settlement payments, awards, judgments, deficiencies or other charges (“Losses”) and any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified under the Agreement (“Expenses”) arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with: (i) any breach of this Agreement by Licensees and (ii) the use of the Licensed Marks by Licensees in violation of this Agreement.

     (b) Licensor Indemnity. Licensor will defend, hold harmless and indemnify Licensees and each of their Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all Losses and Expenses arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with (i) any breach of this Agreement by Licensor and (ii) the use of the Licensed Marks by Licensees in accordance with the terms of this Agreement.

     (c) Procedure. Promptly after receipt by the indemnified party of notice by a third party of a claim or of the commencement of any action or proceeding with respect to which such indemnified party may be entitled to receive payment from the other party for any Losses or Expenses, such indemnified party will notify the indemnifying party of the notice of such claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the indemnifying party will relieve the indemnifying party from liability under this Agreement with respect to such claim, action or proceeding only if, and only to the extent that, such failure to notify the indemnifying party results in the forfeiture by the indemnifying party of rights and defenses otherwise available to the indemnifying party with respect to such claim, action or proceeding. The indemnifying party will have the right, upon written notice delivered to the indemnified party within thirty (30) days thereafter assuming formal responsibility for any Losses and Expenses resulting from such claim, action or proceeding, to assume the defense of such claim, action or proceeding, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of the fees and disbursements of such counsel. In any claim, action or proceeding with respect to which indemnification is being sought hereunder, the

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indemnified party or the indemnifying party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. The indemnifying party or the indemnified party, as the case may be, will at all times use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be, reasonably apprised of the status of the defense of any action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action. If the indemnifying party has assumed the defense of a claim, action or proceeding, no indemnified party may settle or compromise such matter or consent to the entry of any judgment with respect to such matter without the prior written consent of the indemnifying party. An indemnifying party may not, without the prior written consent of the indemnified party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) simultaneously with the effectiveness of such settlement, compromise or consent, the indemnifying party pays in full any obligation imposed on the indemnified party by such settlement, compromise or consent (ii) such settlement, compromise or consent contains a complete release of the indemnified party and its Affiliates and their respective directors, officers and employees and (iii) such settlement, compromise or consent does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the indemnified party or any of the indemnified party’s Affiliates. In the event an indemnified party will claim a right to payment pursuant to this Agreement not involving a third party claim covered by Section 15, such indemnified party will send written notice of such claim to the appropriate indemnifying party. Such notice will specify the basis for such claim. As promptly as possible after the indemnified party has given such notice, such indemnified party and the appropriate indemnifying party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the indemnifying party will pay to the indemnified party immediately available funds in an amount equal to such claim as determined hereunder.

     (d) Limitation on Liability. Notwithstanding anything to the contrary set forth in this Agreement, the sum of any amounts payable by (i) Embarq Parent or its Affiliates for consequential damages resulting from a breach of this Agreement, and (ii) Sellers (as defined in the Stock Purchase Agreement) pursuant to their indemnification obligations under the Stock Purchase Agreement, by and between Sprint Nextel, Centel Directories LLC, a Delaware limited liability company and RHD, dated as of September 21, 2002 (the “Stock Purchase Agreement”), shall not exceed in the aggregate $660,000,000.

     Section 16. Dispute Resolution.

     (a) Option to Negotiate Disputes. Other than a suit for injunctive relief to maintain the status quo, to stop an ongoing violation of this Agreement or to prevent a threatened violation of this Agreement, in the event of any dispute arising between the Parties in connection with the interpretation or performance of this Agreement, before either Party may initiate a formal proceeding in any tribunal, including arbitration or judicial proceedings, the Parties will negotiate in good faith to resolve such dispute amicably after receipt by the allegedly breaching Party of written notice of a dispute, stating the specific nature of the claimed breach and the specific nature of, and period for, the cure allegedly required, sent by the other Party in the manner set forth in Section 20. Within ten (10) days after delivery of the notice, representatives

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of the Parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute by the respective representatives of the Parties within the time frames and escalation process set forth below:

	Licensor (Title)	Licensees (Title)
Within 10 days	Vice President — Law, Marketing and Sales	General Counsel
Within 20 days	Vice President — Business Planning and Development	Chief Financial Officer
Within 30 days	Chief Executive Officer	Chief Executive Officer

     If a Party intends to be accompanied at a meeting by an attorney, the other Party will be given at least two business days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this Section 16(a) are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State Rules of Evidence.

     (b) Other than a dispute for injunctive relief to maintain the status quo, to stop an ongoing violation of this Agreement or to prevent a threatened violation of this Agreement, any dispute between the Parties that is not resolved in accordance with the informal notice of breach provisions set forth in Section 16(a) and remains disputed by the Party alleged to have been in breach, shall be resolved by arbitration using the arbitration procedures set forth in this Section 16(b). In such event, either Party may serve a demand for arbitration in accordance with the Center for Public Resources Non-Administered Arbitration Rules (“Arbitration Rules”) in which, in addition to any other requirements of the Arbitration Rules, the Party serving the demand states the specific nature of the claimed breach and the specific nature of, and period for, the cure allegedly required, and demands a determination by the arbitrators of the Parties’ respective rights together with any other relief sought. Three arbitrators shall be chosen, and the proceedings shall be conducted in New York, New York generally in accordance with the Arbitration Rules, provided that (i) the Parties shall choose three arbitrators through a self-administered process of striking names from a list of potential arbitrators and shall not employ the method provided for in the Arbitration Rules; (ii) the rules of evidence employed in federal courts at the time shall apply; and (iii) discovery shall be permitted in accordance with the Federal Rules of Civil Procedure. Any arbitration will be subject to the governing law provision set forth in Section 16(c) of this Agreement. If any interim or conservatory measures have been issued by a court or other tribunal, the arbitration tribunal shall not be bound by such interim or conservatory decision or measures when rendering its decision. The decision of the arbitrators will be final and binding upon the Parties to the maximum extent permitted under applicable law, and a final judgment may be entered on the award in any court of competent jurisdiction.

     (c) Governing Law. This Agreement shall be governed by and construed in accordance with laws of the State of Delaware (regardless of the laws that might otherwise

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govern under applicable principles of conflict of laws thereof) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

     (d) Attorneys’ Fees. The prevailing Party in any formal dispute will be entitled to reasonable attorneys’ fees and costs, including reasonable expert fees and costs. This provision will not apply if the prevailing Party rejected a written settlement offer that exceeds the prevailing Party’s recovery.

     (e) Cumulative Remedies. No right or remedy in this Agreement conferred upon or reserved to any Party is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy under this Agreement or under applicable law, whether now or hereafter existing. The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with its terms and that the Parties will be entitled to seek specific performance in addition to any other remedy to which they are entitled at law or equity.

     Section 17. Assignment. Except as provided in Section 9.1 of the Directory Services License Agreement, neither Party may assign all or any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that either Party may assign all of its rights and obligations under the Agreement (a) in connection with a sale of all or substantially all of its assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and obligations under this Agreement in a form reasonably acceptable to the other Party or (b) to (i) any of its Affiliates or (ii) any lender or any other party as collateral in connection with any financing provided that no such assignment permitted by this clause (b) will relieve such Party of any of its obligations under this Agreement.

     Section 18. Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between any Licensor and Licensees, franchiser - franchisee, or to make any Licensor or Licensees partners, joint venturer or co-employer of the other, or result in joint service offerings to their respective customers.

     Section 19. Subcontractors. Notwithstanding the prohibition on transferability set forth in Section 1, any Party may subcontract with third parties or Affiliates of such Party for the performance of any of such Party’s obligations which require the use of the Licensed Marks. If any obligation is performed for either Party through a subcontractor, such Party will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms and such Party will be solely responsible for payments due to its subcontractors. No contract, subcontract or other agreement entered into by either Party with any third party in connection with the provision of services utilizing the Licensed Marks will provide for any indemnity, guarantee or assumption of liability by, or other obligation of, the other Party with respect to such arrangement, except as consented to in writing by the other Party. No subcontractor will be deemed a third party beneficiary for any purposes under this Agreement.

     Section 20. Notices. Any notice required or permitted under this Agreement will be in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express mail. Notice will be deemed to have been given when such notice is received. Addresses for notices are as follows:

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If to Licensor:
	Embarq Corporation
	5454 West 110th Street
	Overland Park, Kansas 66211
	Attention: Senior Vice President, Corporate Strategy & Development
	Facsimile: 913-523-9625
With a copy to:
	Embarq Corporation
	5454 W. 110th Street
	Overland Park, Kansas 66211
	Attention: Vice President & Corporate Secretary
	Facsimile: 913-523-9825
If to Licensees:
	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, North Carolina 27513
	Facsimile: 919-297-1518
	Attention: General Counsel

or at such other address as either Party may provide to the other by written notice.

     Section 21. Independent Contractor. The relationship between the Parties is that of an independent contractor. Each Party will be solely responsible for such Party’s employees, including compliance with all employment laws, regulations, and rules and payment of wages, benefits and employment taxes such as Social Security, unemployment, workers compensation and federal and state withholding with respect to such employees.

     Section 22. Entire Agreement. This Agreement, the Directory Services License Agreement, the Non-Competition Agreement, the Subscriber Listings Agreement, and the Publisher Trademark License Agreement constitute the entire understanding and agreement of the Parties concerning the subject matter of this Agreement, and on the Effective Date will supersede any prior agreements, representations, statements, understandings, proposals, undertakings or negotiations, whether written or oral, with respect to the subject matter expressly set forth in this Agreement.

     Section 23. Severability. If any term, condition or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire Agreement, unless such construction would be unreasonable. This Agreement will be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly, except that in the event such invalid or unenforceable provision or provisions are essential elements of this Agreement

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and substantially impair the rights or obligations of either Party, the Parties will promptly negotiate in good faith a replacement provision or provisions.

     Section 24. Force Majeure. Neither Party will be liable for any delay or failure in performance of any part of this Agreement caused by a Force Majeure condition, including acts of God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions, wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the reasonable control of the Party claiming excusable delay or other failure to perform (a “Force Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is delayed because of such Force Majeure condition will give prompt notice to the other Party, will use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon cessation of such Force Majeure condition will give like notice and commence performance under the Agreement as promptly as reasonably practicable.

     Section 25. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This Agreement does not provide and should not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action or other privilege.

     Section 26. Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties, and their respective successors and permitted assigns.

     Section 27. Waivers. No waiver of any provision of this Agreement, and no consent to any default under this Agreement, will be effective unless the same is in writing and signed by an officer of the Party against whom such waiver or consent is claimed. In addition, no course of dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party will not be deemed a waiver of any subsequent or other default.

     Section 28. Headings. The headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement.

     Section 29. Survival. Any liabilities or obligations of a Party for acts or omissions occurring prior to the cancellation or termination of this Agreement and any obligations of a Party under any other provisions of this Agreement which, by their terms, are contemplated to survive (or be performed after) termination of this Agreement (subject to any time limitations specified therein) will survive the cancellation or termination of this Agreement.

     Section 30. Modifications. No amendments, deletions, additions or other modifications to this Agreement will be binding unless evidenced in writing and signed by an officer of each of the respective parties hereto.

     Section 31. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. This Agreement will become effective when one or more counterparts have been signed by each and delivered to the other Party, it being understood that the Parties need not sign the same counterpart.

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     Section 32. Conflict. In the event of any conflict between this Agreement and the provisions of the Directory Services License Agreement, the provisions of the Directory Services License Agreement will control.

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

LICENSOR:

EMBARQ DIRECTORY TRADEMARK COMPANY, LLC

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: President

LICENSEES:
R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC. (f/k/a Sprint
Publishing & Advertising, Inc.)	CENDON, L.L.C.
By: /s/ Robert J. Bush	By: /s/ Robert J. Bush
Name: Robert J. Bush	Name: Robert J. Bush
Title: Vice President	Title: Manager
R.H. DONNELLEY DIRECTORY COMPANY
(f/k/a Centel Directory Company)
By: /s/ Robert J. Bush
Name: Robert J. Bush
Title: Vice President

EX-10.8

Exhibit 10.8

PUBLISHER TRADEMARK LICENSE AGREEMENT

     THIS PUBLISHER TRADEMARK LICENSE AGREEMENT (this “Agreement”) dated as of this 16^th day of May, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”) (RHDPA and RHDDC are referred to collectively in this Agreement as “Licensors”), and Embarq Corporation, a Delaware corporation (“Licensee”) (each Licensor and Licensee are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”).

RECITALS

     A. On the date of this Agreement, Licensors, Embarq Parent and Embarq LEC (such terms, and each other term used in this Agreement with initial capitalization and not otherwise defined herein, shall have the meaning ascribed to such term in the Directory Services License Agreement) are entering into a Directory Services License Agreement (the “Directory Services License Agreement”) in order to provide, subject to the terms set forth therein, the right for Licensors and CenDon to continue producing, publishing and distributing the Embarq Directories following the completion of the Spin-off;

     B. Licensors are engaged in the business of producing, publishing and distributing directories;

     C. Licensors own the trademarks listed on Exhibit A (the “Publisher Marks”);

     D. The Parties are entering into this Agreement to provide for the use of the Publisher Marks by Licensee in the event (i) Embarq LEC terminates the Directory Services License Agreement before the expiration of the Term or (ii) Embarq LEC elects to publish White Pages Directories itself pursuant to Section 8.5 of the Directory Services License Agreement; and

     F. Licensors desire to grant, and Licensee desires to obtain, subject to the terms and conditions of this Agreement, a license to use the Publisher Marks.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements of the Parties and other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties agree as follows:

     Section 1. Trademark License.

     (a) Subject to the terms and conditions of this Agreement, Licensors hereby grant to Licensee a non-transferable, royalty-free, non-exclusive license to use the Publisher Marks as follows:

     (i) If Embarq LEC terminates the entire Directory Services License Agreement pursuant to Section 8.3 of the Directory Services License Agreement, Licensee may use the Publisher Marks (immediately and without further action by any Party), in the production, publication and distribution of the Embarq Directories and the solicitation of Directory Advertising and sales of advertising products in such Embarq Directories, in each case in the Geographic Coverage Areas.

     (ii) If Embarq LEC terminates the applicability of the Directory Services License Agreement to one or more Embarq Directories or Service Areas pursuant to Section 8.3 of the Directory Services License Agreement, Licensee may use the Publisher Marks (immediately and without further action by any Party), in the production, publication and distribution of the affected Embarq Directories and the solicitation of Directory Advertising and sales of advertising products in such Embarq Directories, in each case in the applicable Geographic Coverage Areas.

     (iii) If Embarq LEC elects to publish one or more White Pages Directories pursuant to Section 8.5 of the Directory Services License Agreement, Licensee may use the Publisher Marks (immediately and without any further action) in the production, publication and distribution of such White Pages Directories and the solicitation of Directory Advertising and sales of advertising products in such White Pages Directories, in each case in the applicable Geographic Coverage Areas.

     (b) Licensee may sub-license its license to use the Publisher Marks under this Agreement to any Affiliate of Licensee and pursuant to Section 20.

     Section 2. Use of Trademark. Other than the uses set forth in Section 1, Licensee may not use the Publisher Marks in connection with any service or product or for any other purpose whatsoever. Licensee may not register any Internet domain names which contain or are similar to the Publisher Marks.

     Section 3. Compliance with Brand Identity Standards.

     (a) Licensee will conform to its “Brand Identity Standards” (as defined in the Trademark License Agreement) in connection with Licensee’s use of the Publisher Marks. If there is an inconsistency between the terms of this Agreement and such Brand Identity Standards, the terms of this Agreement control. Licensee may modify the Brand Identity Standards at any time, in its sole discretion, and will deliver a copy of the revised Brand Identity Standards to Licensors promptly after making any such modifications. Licensee must comply at all times with the Brand Identity Standards delivered to Licensors from time to time for each Publisher Mark. In addition to the foregoing, Licensee must at all times use each Publisher Mark in a manner that will preserve and protect the goodwill, reputation and name of the Publisher Mark and of Licensor with respect to the Publisher Mark.

     (b) If Licensors reasonably believe that the business operated by Licensee, any Embarq Directories, any other product or service offered in connection with Licensee’s business, or any other advertising or materials associated with Licensee’s business does not conform with the quality standards set forth in this Agreement, Licensors may notify Licensee of such non-

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conformance. Licensee will promptly cure each such non-conformance with respect to all Embarq Directories that are printed following such notice.

     Section 4. Reservation of Rights.

     (a) Licensors reserve the right to use the Publisher Marks or license their use to third parties in connection with any activities within or outside of the Service Areas that Licensors or their Affiliates are not prohibited from engaging in under the terms of the Directory Services License Agreement.

     (b) If and when Licensee acquires the right to use the Publisher Marks pursuant to Section 1, Licensors shall cease to use the Publisher Marks in any way which conflicts with Licensee’s use of the Publisher Marks pursuant to Section 1 in the applicable Geographic Coverage Areas, and use of the Publisher Marks will then be exclusive to Licensee in the applicable Geographic Coverage Areas for the term of this Agreement. Furthermore, any license to use the Publisher Marks granted by Licensors to third parties after the date of this Agreement will acknowledge and be subordinate to (if and when Licensee acquires the right to use the Publisher Marks pursuant to this Agreement) the license to use the Publisher Marks granted to Licensee in Section 1 in the applicable Geographic Coverage Areas.

     Section 5. Co-Branding. Licensee will not use any other trademark, service mark, phrase, word or symbol, whether owned by Licensee, its Affiliates or by third parties, in conjunction with the Publisher Marks, without first consulting with Licensors and obtaining Licensors’ prior written approval, not to be unreasonably withheld, with respect to the use of the trademark, service mark, phrase, word or symbol.

     Section 6. Similar Marks. Neither Licensee nor its Affiliates may use:

     (a) any trademark or phrase which is similar to any Publisher Mark; or

     (b) any word, symbol, character, or set of words, symbols, or characters, which in any language would be identified as substantially the equivalent of a Publisher Mark.

     Section 7. Proprietary Rights; Legends. Licensees’ use of the Publisher Marks on the services and products authorized by this Agreement, shall include use of the notice of registration - - ® - one time on each good or service in a manner that is visible to the public.

     Section 8. Publisher’s Corporate Name. Licensee will not use any Publisher Mark in its corporate or business name, nor allow any of its Affiliates to use any Publisher Mark in their respective corporate or business names. Furthermore, Licensee and its Affiliates will not use any corporate or business name or any mark, logo or indicia that suggests in any manner that Licensee or any of its Affiliates is a subsidiary of or affiliated with Licensors. The Parties acknowledge that any use of the Publisher Marks by Licensee in accordance with Section 1 hereof will not violate this Section 8.

     Section 9. Approval of Materials. On Licensors’ reasonable request, Licensee will provide to Licensors for approval prior to distribution reasonable samples of material on which a Publisher Mark appears and Licensee agrees to modify any Embarq Directory, packaging, labels,

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advertising and other material if the use of a Publisher Mark is not reasonably approved by Licensors. Licensee will provide to Licensors for review and approval representative samples of Licensee’s proposed use of the Publisher Marks whenever such samples are not consistent with the Brand Identity Standards. In the event that Licensors do not notify Licensee within ten (10) days of its receipt of any such samples that it disapproves of Licensee’s proposed use of the Publisher Marks, Licensors will be deemed to have approved of such use.

     Section 10. Rights to the Publisher Marks.

     (a) Interest in Publisher Marks. Licensee agrees that the Publisher Marks are proprietary to Licensors and nothing in this Agreement constitutes the grant of a general license for their use; rather, they may only be used in accordance with the terms and conditions of this Agreement. Licensors represent and warrant that they own all right, title and interest (including the goodwill) in and to the Publisher Marks to the extent that all right, title and interest (including the goodwill) in the Publisher Marks was owned by Licensors as of the date of this Agreement. In accepting this Agreement, Licensee acknowledges Licensors’ ownership of the Publisher Marks, the goodwill connected with them and the validity of the Publisher Marks. Licensee acquires no right, title, or interest in the Publisher Marks or the goodwill associated with the Publisher Marks due to its use of the Publisher Marks, other than the right to use the Publisher Marks in accordance with the terms and conditions of this Agreement. Use of the Publisher Marks by Licensee and its Affiliates inures to the benefit of Licensors. Neither Licensee nor its Affiliates will attack the Publisher Marks in any manner whatsoever nor assist anyone in attacking the Publisher Marks.

     (b) Registration of Marks. Licensee agrees that neither they nor their Affiliates will make any application to register the Publisher Marks, nor use, license or attempt to register any confusingly similar trademark, service mark, trade name or derivation, during and after expiration or termination of this Agreement. Licensee will not and neither will any of its Affiliates adopt, use, file for registration, or register any trademark, service mark, or trade name that is similar to any Publisher Mark or results in a likelihood of confusion with a Publisher Mark.

     Section 11. Termination or Expiration of Agreement. This Section 11 survives the termination or expiration of this Agreement. On termination or expiration of this Agreement all rights granted to Licensee under this Agreement in and to the Publisher Marks, together with any interest in and to the Publisher Marks which Licensee may have or may have acquired pursuant to this Agreement or otherwise, will forthwith, without further act or instrument, be assigned to and revert to Licensors. In addition, Licensee will execute any reasonable instruments prepared at the sole expense of and requested by Licensors that are necessary to accomplish or confirm the foregoing. Licensee will destroy all materials in Licensee’s possession which contain the Publisher Marks within a reasonable period after the termination or expiration of the Agreement; provided that Licensee will be permitted to produce, publish and distribute White Pages Directories and Yellow Pages Directories containing the Publisher Marks which have a WHOA Date preceding the date of the termination or expiration of this Agreement and provided further that Licensee will not be required to recall any White Page Directories or Yellow Page Directories containing the Publisher Marks published prior to the date of termination or expiration of this Agreement. Licensee will refrain from further use of or reference to the

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Publisher Marks, or any other trademark, service mark, trade name, design or logo that is confusingly similar to the Publisher Marks. Licensee acknowledges and admits that there would be no adequate remedy at law for their failure to cease use of the Publisher Marks upon termination of this Agreement. Licensee agrees that, in the event of such failure, Licensors will be entitled to seek equitable relief by the way of temporary, preliminary and permanent injunction and seek further relief as any court with jurisdiction may deem just and proper.

     Section 12. Infringement.

     (a) Notice of Infringement. Licensors and Licensee will promptly notify each other of any infringement of a Publisher Mark that comes to their attention. Licensors may take such action as they determine may be required to terminate the infringement. If Licensors decide that action should be taken, Licensors may take the action either in their own name or, alternatively, Licensors may authorize Licensee to initiate the action in Licensee’s names, at Licensors’ sole cost and expense.

     (b) Defense by Licensee. If Licensors do not decide to take any action within thirty (30) days of its notification of the infringement, Licensee may notify Licensors in writing of its intention to prosecute the action at its own expense. Licensors will have twenty (20) days in which to respond to Licensee regarding their planned action in response to the notification, which action shall be in Licensors’ reasonable discretion. If the response does not entail Licensors responding to the infringement, or if Licensors fail to respond to Licensee within the twenty (20)-day period, Licensee will be entitled to undertake the action at Licensee’s expense. Licensors and Licensee will keep each other apprised of all material developments in the case and will make no settlement of the action that could impair the goodwill or reputation of the Publisher Marks.

     (c) Cooperation. Each Party agrees to cooperate fully with the other Party to whatever extent necessary to prosecute any action, with all expenses being borne by the Party bringing the action, or shared equally, if the Parties agree to both prosecute the action.

     (d) Damages. Regardless of which Party prosecutes a Publisher Mark infringement claim, the damages recovered by the Parties will first be used to reimburse the expenses on a pro rata basis that each Party incurred in pursuing the prosecution. Expenses shall include time spent by in-house lawyers in managing and pursuing the prosecution. If there are recovered damages in excess of expenses then such recovered damages will be allocated between the Parties in accordance with the damage suffered by each. The provisions of this Section 12 will not be construed as limiting the rights of either Party to recover damages from, or to exercise any other right or remedy against, any third parties in respect of any other claim that either Party may have against the third parties.

     Section 13. Further Protection. At the reasonable request of Licensors and at Licensors’ sole expense, Licensee will execute any papers or documents necessary to protect the rights of Licensors in the Publisher Marks and execute and deliver the other documents as may be reasonably requested by Licensors.

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     Section 14. Term. This Agreement will be effective when and if the Effective Date occurs and will terminate on the date on which the Initial Term would expire under the Directory Services License Agreement without early termination by either party; provided that if Renewal Terms are adopted under the Directory Services License Agreement, this Agreement will terminate on the date on which the last Renewal Term would expire without early termination by either party; provided further that, if the Effective Date has not occurred prior to October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it had never been entered into.

     Section 15. Termination.

     (a) By Licensors.

     (i) If Licensee (A) materially breaches its obligations under this Agreement and fails to cure such material breach within ninety (90) days after Licensors provide written notice to Licensee of such breach, or (B) repeatedly and materially breaches its obligations under this Agreement, then Licensors may, upon written notice to Licensee, in addition to all other rights and remedies Licensors may have under law or pursuant to this Agreement, terminate this Agreement.

     (ii) In the event Licensors terminate the Directory Services License Agreement pursuant to Section 8.6 of the Directory Services License Agreement, Licensors may upon written notice to Licensee terminate this Agreement.

     (b) By Licensee. If Licensors (i) materially breach their obligations under this Agreement and fail to cure such material breach within ninety (90) days after Licensee provides written notice to Licensors of such breach, or (ii) repeatedly and materially breach their obligations under this Agreement, then Licensee may, upon written notice to Licensors, in addition to all other rights and remedies Licensee may have under law or pursuant to this Agreement, terminate this Agreement.

     Section 16. Indemnification.

     (a) Licensee Indemnity. Licensee will defend, hold harmless and indemnify Licensors and each of their Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all losses, damages, claims, demands, suits, liabilities, fines, penalties, costs, obligations, settlement payments, awards, judgments, deficiencies or other charges (“Losses”) and any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified under the Agreement (“Expenses”) arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with: (i) any breach of this Agreement by Licensee and (ii) the use of the Publisher Marks by Licensee in violation of this Agreement.

     (b) Licensors Indemnity. Licensors will defend, hold harmless and indemnify Licensee and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all Losses and Expenses arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any

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third party, whether based on contract, tort or otherwise, arising out of or in connection with (i) any breach of this Agreement by Licensors and (ii) the use of the Publisher Marks by Licensee in accordance with the terms of this Agreement.

          (c) Procedure. Promptly after receipt by the indemnified party of notice by a third party of a claim or of the commencement of any action or proceeding with respect to which such indemnified party may be entitled to receive payment from the other party for any Losses or Expenses, such indemnified party will notify the indemnifying party of the notice of such claim or of the commencement of such action or proceeding; provided, however, that the failure to so notify the indemnifying party will relieve the indemnifying party from liability under this Agreement with respect to such claim, action or proceeding only if, and only to the extent that, such failure to notify the indemnifying party results in the forfeiture by the indemnifying party of rights and defenses otherwise available to the indemnifying party with respect to such claim, action or proceeding. The indemnifying party will have the right, upon written notice delivered to the indemnified party within thirty (30) days thereafter assuming formal responsibility for any Losses and Expenses resulting from such claim, action or proceeding, to assume the defense of such claim, action or proceeding, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of the fees and disbursements of such counsel. In any claim, action or proceeding with respect to which indemnification is being sought hereunder, the indemnified party or the indemnifying party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. The indemnifying party or the indemnified party, as the case may be, will at all times use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be, reasonably apprised of the status of the defense of any action the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action. If the indemnifying party has assumed the defense of a claim, action or proceeding, no indemnified party may settle or compromise such matter or consent to the entry of any judgment with respect to such matter without the prior written consent of the indemnifying party. An indemnifying party may not, without the prior written consent of the indemnified party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) simultaneously with the effectiveness of such settlement, compromise or consent, the indemnifying party pays in full any obligation imposed on the indemnified party by such settlement, compromise or consent, (ii) such settlement, compromise or consent contains a complete release of the indemnified party and its Affiliates and their respective directors, officers and employees and (iii) such settlement, compromise or consent does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the indemnified party or any of the indemnified party’s Affiliates. In the event an indemnified party will claim a right to payment pursuant to this Agreement not involving a third party claim covered by Section 16, such indemnified party will send written notice of such claim to the appropriate indemnifying party. Such notice will specify the basis for such claim. As promptly as possible after the indemnified party has given such notice, such indemnified party and the appropriate indemnifying party will establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five business days of the final determination of the merits and amount of such claim, the indemnifying party will pay to the indemnified party immediately available funds in an amount equal to such claim as determined hereunder.

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          Section 17. Dispute Resolution.

          (a) Option to Negotiate Disputes. Other than a suit for injunctive relief to maintain the status quo, to stop an ongoing violation of this Agreement or to prevent a threatened violation of this Agreement, in the event of any dispute arising between the Parties in connection with the interpretation or performance of this Agreement, before either Party may initiate a formal proceeding in any tribunal, including arbitration or judicial proceedings, the Parties will negotiate in good faith to resolve such dispute amicably after receipt by the allegedly breaching Party of written notice of a dispute, stating the specific nature of the claimed breach and the specific nature of, and period for, the cure allegedly required, sent by the other Party in the manner set forth in Section 20. Within ten (10) days after delivery of the notice, representatives of the Parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute by the respective representatives of the Parties within the time frames and escalation process set forth below:

	Licensor (Title)	Licensees (Title)
Within 10 days	General Counsel	Vice President — Law, Marketing and Sales
Within 20 days	Chief Financial Officer	Vice President — Business Planning and Development
Within 30 days	Chief Executive Officer	Chief Executive Officer

     If a Party intends to be accompanied at a meeting by an attorney, the other Party will be given at least two business days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this Section 16(a) are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State Rules of Evidence.

     (b) Other than a dispute for injunctive relief to maintain the status quo, to stop an ongoing violation of this Agreement or to prevent a threatened violation of this Agreement, any dispute between the Parties that is not resolved in accordance with the informal notice of breach provisions set forth in Section 16(a) and remains disputed by the Party alleged to have been in breach, shall be resolved by arbitration using the arbitration procedures set forth in this Section 16(b). In such event, either Party may serve a demand for arbitration in accordance with the Center for Public Resources Non-Administered Arbitration Rules (“Arbitration Rules”) in which, in addition to any other requirements of the Arbitration Rules, the Party serving the demand states the specific nature of the claimed breach and the specific nature of, and period for, the cure allegedly required, and demands a determination by the arbitrators of the Parties’ respective rights together with any other relief sought. Three arbitrators shall be chosen, and the proceedings shall be conducted in New York, New York generally in accordance with the Arbitration Rules; provided that (i) the Parties shall choose three arbitrators through a self-administered process of striking names from a list of potential arbitrators and shall not employ the method provided for in the Arbitration Rules; (ii) the rules of evidence employed in federal courts at the time shall apply; and (iii) discovery shall be permitted in accordance with the Federal Rules of Civil Procedure. Any arbitration will be subject to the governing law

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provision set forth in Section 16(c) of this Agreement. If any interim or conservatory measures have been issued by a court or other tribunal, the arbitration tribunal shall not be bound by such interim or conservatory decision or measures when rendering its decision. The decision of the arbitrators will be final and binding upon the Parties to the maximum extent permitted under applicable law, and a final judgment may be entered on the award in any court of competent jurisdiction.

     (c) Governing Law. This Agreement shall be governed by and construed in accordance with laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

     (d) Attorneys’ Fees. The prevailing Party in any formal dispute will be entitled to reasonable attorneys’ fees and costs, including reasonable expert fees and costs. This provision will not apply if the prevailing Party rejected a written settlement offer that exceeds the prevailing Party’s recovery.

     (e) Cumulative Remedies. No right or remedy in this Agreement conferred upon or reserved to any Party is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy under this Agreement or under applicable law, whether now or hereafter existing. The Parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with its terms and that the Parties will be entitled to seek specific performance in addition to any other remedy to which they are entitled at law or equity.

     Section 18. Assignment. Neither Party may assign all or any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that either Party may assign all of its rights and obligations under the Agreement (a) in connection with a sale of all or substantially all of its assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and obligations under this Agreement in a form reasonably acceptable to the other Party or (b) to (i) any of its Affiliates or (ii) any lender or any other party as collateral in connection with any financing provided that no such assignment permitted by this clause (b) will relieve such Party of any of its obligations under this Agreement.

     Section 19. Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between any Licensor and Licensees, franchiser - franchisee, or to make any Licensor or Licensees partners, joint venturer or co-employer of the other, or result in joint service offerings to their respective customers.

     Section 20. Subcontractors. Notwithstanding the prohibition on transferability set forth in Section 1, any Party may subcontract with third parties or Affiliates of such Party for the performance of any of such Party’s obligations which require the use of the Publisher Marks. If any obligation is performed for either Party through a subcontractor, such Party will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms and such Party will be solely responsible for payments due to its subcontractors. No contract, subcontract or other agreement entered into by either Party with any third party in connection with the provision of services utilizing the Publisher Marks will provide for any

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indemnity, guarantee or assumption of liability by, or other obligation of, the other Party with respect to such arrangement, except as consented to in writing by the other Party. No subcontractor will be deemed a third party beneficiary for any purposes under this Agreement.

     Section 21. Notices. Any notice required or permitted under this Agreement will be in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express mail. Notice will be deemed to have been given when such notice is received. Addresses for notices are as follows:

If to Licensor:

Embarq Corporation
5454 W. 110^th Street
Overland Park, Kansas 66211
Attention: Senior Vice President, Corporate Strategy & Development
Facsimile: 913-523-9625

With a copy to:

Embarq Corporation
5454 West 110^th Street
Overland Park, Kansas 66211
Attention: Vice President & Corporate Secretary
Facsimile: 913-523-9825

If to Licensees:

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Facsimile: 919-297-1518
Attention: General Counsel

or at such other address as either Party may provide to the other by written notice.

     Section 22. Independent Contractor. The relationship between the Parties is that of an independent contractor. Each Party will be solely responsible for such Party’s employees, including compliance with all employment laws, regulations, and rules and payment of wages, benefits and employment taxes such as Social Security, unemployment, workers compensation and federal and state withholding with respect to such employees.

     Section 23. Entire Agreement. This Agreement, the Directory Services License Agreement, the Non-Competition Agreement, the Subscriber Listings Agreement, and the Publisher Trademark License Agreement constitute the entire understanding and agreement of the Parties concerning the subject matter of this Agreement, and on the Effective Date will supersede any prior agreements, representations, statements, understandings, proposals,

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undertakings or negotiations, whether written or oral, with respect to the subject matter expressly set forth in this Agreement.

     Section 24. Severability. If any term, condition or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire Agreement, unless such construction would be unreasonable. This Agreement will be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly, except that in the event such invalid or unenforceable provision or provisions are essential elements of this Agreement and substantially impair the rights or obligations of either Party, the Parties will promptly negotiate in good faith a replacement provision or provisions.

     Section 25. Force Majeure. Neither Party will be liable for any delay or failure in performance of any part of this Agreement caused by a Force Majeure condition, including acts of God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions, wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the reasonable control of the Party claiming excusable delay or other failure to perform (a “Force Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is delayed because of such Force Majeure condition will give prompt notice to the other Party, will use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon cessation of such Force Majeure condition will give like notice and commence performance under the Agreement as promptly as reasonably practicable.

     Section 26. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This Agreement does not provide and should not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action or other privilege.

     Section 27. Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties, and their respective successors and permitted assigns.

     Section 28. Waivers. No waiver of any provision of this Agreement, and no consent to any default under this Agreement, will be effective unless the same is in writing and signed by an officer of the Party against whom such waiver or consent is claimed. In addition, no course of dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. Waiver by either Party of any default by the other Party will not be deemed a waiver of any subsequent or other default.

     Section 29. Headings. The headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement.

     Section 30. Survival. Any liabilities or obligations of a Party for acts or omissions occurring prior to the cancellation or termination of this Agreement and any obligations of a Party under any other provisions of this Agreement which, by their terms, are contemplated to survive (or be performed after) termination of this Agreement (subject to any time limitations specified therein) will survive the cancellation or termination of this Agreement.

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     Section 31. Modifications. No amendments, deletions, additions or other modifications to this Agreement will be binding unless evidenced in writing and signed by an officer of each of the respective parties hereto.

     Section 32. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. This Agreement will become effective when one or more counterparts have been signed by each and delivered to the other Party, it being understood that the Parties need not sign the same counterpart.

     Section 33. Conflict. In the event of any conflict between this Agreement and the provisions of the Directory Services License Agreement, the provisions of the Directory Services License Agreement will control.

     Section 34. Compliance with Laws/Regulations. Each Party will comply with all federal, state, and local laws, regulations, rules, ordinances and orders relating to the performance of its obligations and the use of services provided under this Agreement, including any rulings, modifications, regulations or orders of the Federal Communications Commission and/or any applicable state utility commission to the extent this Agreement is subject to the jurisdiction of such regulating authority.

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

LICENSORS:
R.H. DONNELLEY PUBLISHING & ADVERTISING, INC. (f/k/a Sprint Publishing & Advertising, Inc.)	R.H. DONNELLEY DIRECTORY COMPANY (f/k/a Centel Directory Company)
By: /s/ Robert J. Bush	By:	/s/ Robert J. Bush
Name: Robert J. Bush	Name: Robert J. Bush
Title: Vice President	Title: Vice President
LICENSEE:
EMBARQ CORPORATION
By: /s/ Michael B. Fuller
Name: Michael B. Fuller
Title: Chief Operating Officer

EX-10.9

Exhibit 10.9

NON-COMPETITION AGREEMENT

     THIS NON-COMPETITION AGREEMENT (this “Agreement”) is effective as of this 16^th day of May, 2006, by and between R.H. Donnelley Corporation, a Delaware corporation (“Buyer”), R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), CenDon, L.L.C., a Delaware limited liability company (“CenDon”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”) (RHDPA, CenDon and RHDDC are referred to collectively in this Agreement as “Publisher”), Embarq Corporation, a Delaware corporation (“Embarq Parent”) and Embarq Minnesota, Inc. (f/k/a Sprint Minnesota, Inc.), Embarq Florida, Inc. (f/k/a Sprint — Florida, Incorporated), Carolina Telephone & Telegraph Co., United Telephone — Southeast, Inc., United Telephone Company of the Carolinas, United Telephone Company of Southcentral Kansas, United Telephone Company of Eastern Kansas, United Telephone Company of Kansas, Embarq Missouri, Inc. (f/k/a Sprint Missouri, Inc.), United Telephone Company of Texas, Inc., United Telephone Company of the West, The United Telephone Company of Pennsylvania, United Telephone Company of New Jersey, Inc., United Telephone Company of the Northwest, United Telephone Company of Ohio, United Telephone Company of Indiana, Inc., Central Telephone Company, Central Telephone Company of Virginia and Central Telephone Company of Texas (collectively “Embarq LEC”). Buyer, Publisher, Embarq Parent and Embarq LEC are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS:

     A. On the date of this Agreement, Publisher and Embarq LEC are entering into a Directory Services License Agreement (the “Directory Services License Agreement”) in order to provide for the continued production, publication and distribution of the Embarq Directories by Publisher following the completion of the Spin-off; and

     B. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Directory Services License Agreement.

     C. Embarq Parent and Embarq LEC acknowledge that the agreements and covenants contained in this Agreement are essential to protect the benefits that Buyer expects to receive pursuant to the transactions contemplated by the Stock Purchase Agreement; and

     D. Embarq Parent and Embarq LEC acknowledge that the agreements and covenants contained in this Agreement were a material inducement to Buyer’s agreement to enter into the Stock Purchase Agreement and the other agreements contemplated by the Stock Purchase Agreement.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

TERM AND TERMINATION

     Section 1.1 Term. Except as otherwise provided in this Agreement or the Directory Services License Agreement, this Agreement will become effective when and if the Effective Date occurs and will be coterminous with the Directory Services License Agreement, and Embarq Parent’s and Embarq LEC’s obligations will terminate immediately upon the termination or expiration of the Directory Services License Agreement, except as required by Section 9.1(c) of the Directory Services License Agreement; provided, however, that no termination or expiration of this Agreement will release Embarq Parent or Embarq LEC from liability for prior breaches of any provision of this Agreement; provided further that, if the Effective Date has not occurred prior to October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it had never been entered into.

ARTICLE 2

NON-COMPETITION AND NON-SOLICITATION

     Section 2.1 Embarq Obligations.

     (a) Until the termination or expiration of the Directory Services License Agreement (or such other time as specified by Section 8.6 of the Directory Services License Agreement, if applicable), no Embarq Entity will directly or indirectly engage in, own, manage, operate, share any revenues of or have any profit or other equity interest in (except pursuant to the Directory Services License Agreement or by ownership of less than five (5) percent of the outstanding capital stock or equity interest of an entity whose securities are publicly traded), any business or entity engaged in:

     (i) the business of producing, publishing or distributing any physical media directory containing Subscriber Listing Information or Directional Information that is primarily distributed to or directed at Subscribers and businesses or organizations located or providing services within the Service Areas;

     (ii) the sale of any Local Advertising, subject to the provisions of Section 2.1(b) below; and

     (iii) advertising, promoting or using, or entering into an agreement with any third party to advertise, promote or use, an affiliation with the Service Area ILEC or Service Area ILEC brand in connection with any of the foregoing.

If an Embarq Entity acquires a party that is engaged in operations that cause such Embarq Entity to be in breach of this Section 2.1(a), the Embarq Entities will not be deemed to be in breach of this Section 2.1(a) if the acquiring Embarq Entity is in good faith attempting to divest or otherwise terminate the competing directories or other activities, except that such Embarq Entity must divest or otherwise terminate the production, publication and distribution of such

2

competing directories or other activities within twelve (12) months of the closing of the acquisition by such Embarq Entity.

     (b) Notwithstanding any other provision of this Agreement or the Directory Services License Agreement (including Section 2.1(a) of this Agreement), no Embarq Entity will be prohibited from selling Local Advertising that is bundled with or otherwise comprises an integral part of the sale of a telecommunications product or service in any Service Area into or as part of a non-physical media directory if such Embarq Entity reasonably determines that it must sell such Local Advertising in order to remain competitive with regards to the sale of such telecommunications services or products in that particular Service Area, so long as such Embarq Entity complies with this Section 2.1(b).

     (i) In such circumstance, an Embarq Entity may only sell such Local Advertising through a third party if it complies with this Section 2.1(b)(i).

     (A) The Embarq Entity will submit a written proposal to Publisher outlining specific terms and conditions under which Publisher would act as the exclusive content provider and/or sales agent of the Embarq Entity for the sale of such Local Advertising, including compensation terms whereby Publisher would be entitled to receive and retain all revenues (or, if such Local Advertising is bundled with a telecommunications service or product, the fair market value thereof) from the sale of such Local Advertising.

     (B) The Embarq Entity will negotiate in good faith with Publisher for a period of thirty (30) days following the receipt by Publisher of such proposal to agree on terms and conditions under which Publisher would act as its exclusive content provider and/or sales agent for such Local Advertising. If no agreement has been reached by the end of the thirty (30)-day period, the Embarq Entity will submit a final written proposal to Publisher who will have five (5) business days to accept such proposal.

     (C) If the Embarq Entity and Publisher are unable to agree on terms for Publisher to act as content provider and/or sales agent by the end of the five business day period specified above or if Publisher is unable or unwilling to act as such content provider and/or sales agent, the Embarq Entity may engage a third party to act as content provider and/or sales agent for such Local Advertising but only on terms which in the aggregate are no more favorable to the third party than last offered in writing to Publisher. The term of any such third party agreement will not exceed three (3) years. In such event, no Embarq Entity will have any further obligation to Publisher with respect to the Local Advertising that was within the scope of the proposal, except that the Embarq Entity will repeat the process under this Section 2.1(b)(i) if it desires to continue to market such Local Advertising through a third party at the end of the term of the third party agreement.

     (ii) In those circumstances where an Embarq Entity is permitted to sell Local Advertising pursuant to Section 2.1(b) and sells such Local Advertising through its

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internal sales force (which will only be permitted where it is not commercially practicable to sell such Local Advertising using a third party sales agent), the applicable Embarq Entity will be required to pay to Publisher the Net Profits of the Embarq Entity from the sale of such Local Advertising (based on the fair market value of such Local Advertising). For purposes of this Section 2.1(b)(ii), “Net Profits” means (A) the amount (if any) separately billed by such Embarq Entity for the sale of such Local Advertising, (or, if greater, the fair market value of such Local Advertising) multiplied by (B) the profit margin typically recognized in the advertising industry for the sale of advertising similar to such Local Advertising (taking into account bad debt experience); provided that if no such standard is available, Net Profits will be determined based on an assumed profit margin of 25%.

     (iii) Nothing in this Section 2.1(b) shall give any Embarq Entity the right to sell Local Advertising in any physical or non-physical directory operated by Publisher.

     (c) For clarification purposes only, the Parties acknowledge that the noncompetition restrictions in this Article 2 are not intended to restrict any activities by non-Affiliates of Embarq Parent, such as (i) resellers or any other entities with which any Embarq Entity enters into similar contractual arrangements intended to expand such Embarq Entity’s customer base, or (ii) providers of content for delivery by any Embarq Entity network who are not agents of any Embarq Entity for purposes of selling Local Advertising; provided that if and to the extent that an Embarq Entity has the contractual or other right to prevent such activities, no Embarq Entity shall solicit, consent to or approve any activities of such non-Affiliates that would be in breach of this Article 2 if such activities were conducted by an Embarq Entity

     (d) Notwithstanding any other provision of this Agreement, upon any direct or indirect sale or transfer by Embarq Parent or Embarq LEC of all or any part of a Service Area(s) (whether by a sale of assets or capital stock or by merger, including any change of control of Embarq Parent) in accordance with Section 9.1 of the Directory Services License Agreement, neither the purchaser of such Service Area(s) nor any of its Affiliates nor any Embarq Entity will be deemed to be in violation of this Agreement as a result of any product or service and related activities by the purchaser and its Affiliates that exist as of the closing of such sale; provided that (i) Publisher continues to have for all purposes the exclusive right as set forth in the Directory Services License Agreement and the other Commercial Agreements to (A) produce, publish and distribute Embarq Directories on behalf of the ILEC in the affected Service Area(s) and (B) to use in the affected Service Area(s) the brand and/or marks under which the ILEC provides local telephone exchange service in the affected Service Area(s), and (ii) in the event the purchaser at any time changes the brand and/or marks under which the ILEC provides local telephone exchange service in the affected Service Area(s), any product or service and related activities that would otherwise violate this Agreement (a “Competing Directory”) may not continue to be branded with any trademark or tradename that had previously been used by the purchaser or its Affiliates in connection with its physical or non-physical directories or ILEC business. (For example, if a purchaser acquires Embarq Parent, the purchaser and its Affiliates could continue to distribute any Competing Directory for as long as the Embarq brand is retained for the ILEC in the Service Areas; if the purchaser causes the ILEC to change the ILEC brand from the Embarq brand to a different brand, purchaser and its Affiliates would be required to rebrand, shut down or dispose of any Competing Directory that previously operated under purchaser’s brand

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and the Publisher would have the exclusive right to use the new ILEC brand as contemplated by the Directory Services License Agreement and the Trademark License Agreement.) If a purchaser substitutes a different brand for the Licensed Marks pursuant to Section 9.1 of the Directory Services License Agreement, the purchaser will not be permitted to rebrand a Competing Directory with any of the Licensed Marks.

     (e) In the event a Service Area is sold or transferred pursuant to Section 9.1 of the Directory Services License Agreement, the Embarq Entities will remain bound by the obligations of Sections 2.1(a) and 2.1(b) of this Agreement with respect to the then applicable Geographic Coverage Areas relating to such sold or transferred Service Area.

     (f) The provisions of this Section 2.1 are subject to the terms of Articles 8 and 9 of the Directory Services License Agreement.

     Section 2.2 Non-Solicitation. During the two (2) year-period following the termination of this Agreement, no Embarq Entity will, directly or indirectly, through one or more of its Affiliates, on behalf of itself or any other person, recruit or otherwise solicit or induce any employee of Publisher, its Subsidiaries or any of their successors to terminate his or her employment relationship with Publisher, its Subsidiaries or any of their successors. During (a) the period between the Effective Date and January 3, 2008 and (b) the five (5) year-period following the termination of this Agreement, no Embarq Entity will, directly or indirectly, through one or more of its Affiliates, on behalf of itself or any other person, recruit or otherwise solicit or induce the chief executive officer, chief financial officer, president, chief operating officer, chief information officer, chief technology officer or general counsel of Publisher or any sales employee of Publisher who is director level or above to terminate his or her employment relationship with Publisher or its Subsidiaries. The foregoing will not, however, prohibit any Embarq Entity from publishing any general public solicitation of employment opportunities.

ARTICLE 3

MISCELLANEOUS

     Section 3.1 Assignment. Except as provided in Section 9.1 of the Directory Services License Agreement, no Party may assign all or any of its rights or obligations under the Agreement without the prior written consent of the other Parties, except that any Party may assign all of its rights and obligations under the Agreement (a) in connection with a sale of all or substantially all of its assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and obligations under this Agreement in a form reasonably acceptable to the other Party and (b) to (i) any of its Affiliates or (ii) any lender or any other party as collateral in connection with any financing; provided that no such assignment permitted by this clause (b) will relieve such Party of any of its obligations under this Agreement.

     Section 3.2 Notices. Any notice required or permitted under this Agreement will be in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express mail. Notice will be deemed to have been given when such notice is received. Addresses for notices are as follows:

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If to an Embarq Entity:

Embarq Corporation
5454 W. 110^th Street
Overland Park, Kansas 66211
Attention: Senior Vice President, Corporate Strategy & Development
Facsimile: 913-523-9625

With a copy to:

Embarq Corporation
5454 W. 110^th Street
Overland Park, Kansas 66211
Attention: Legal — Corporate Secretary
Facsimile: 913-523-9825

If to Buyer or Publisher:

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Facsimile: 919-297-1518
Attention: General Counsel

or at such other address as any Party may provide to the others by written notice.

     Section 3.3 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties concerning the subject matter of this Agreement, and on the Effective Date will supersede any prior agreements, representations, statements, understandings, proposals, undertakings or negotiations, among the Parties, whether written or oral, with respect to the subject matter expressly set forth in this Agreement; provided that this Agreement does not supersede the Original Non-Competition Agreement.

     Section 3.4 Severability. If any term, condition or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire Agreement, unless such construction would be unreasonable. This Agreement will be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly, except that in the event such invalid or unenforceable provision or provisions are essential elements of this Agreement and substantially impair the rights or obligations of a Party, the Parties will promptly negotiate in good faith a replacement provision or provisions.

     Section 3.5 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This Agreement does not provide and should not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action or other privilege.

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     Section 3.6 Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties, and their respective successors and permitted assigns.

     Section 3.7 Waivers. No waiver of any provision of this Agreement, and no consent to any default under this Agreement, will be effective unless the same is in writing and signed by an officer of the Party against whom such waiver or consent is claimed. In addition, no course of dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. Waiver by a Party of any default by any other Party will not be deemed a waiver of any subsequent or other default.

     Section 3.8 Headings. The headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement.

     Section 3.9 Survival. Any liabilities or obligations of a Party for acts or omissions occurring prior to the cancellation or termination of this Agreement and any obligations of a Party under any other provisions of this Agreement which, by their terms, are contemplated to survive (or be performed after) termination of this Agreement (subject to any time limitations specified therein) will survive the cancellation or termination of this Agreement.

     Section 3.10 Modifications. No amendments, deletions, additions or other modifications to this Agreement will be binding unless evidenced in writing and signed by an officer of each of the respective parties hereto.

     Section 3.11 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. This Agreement will become effective when one or more counterparts have been signed by each and delivered to the other Parties, it being understood that the Parties need not sign the same counterpart.

     Section 3.12 Remedies. The Parties agree that all disputes or controversies arising out of or relating to this Agreement shall be resolved using the procedures set forth in the Directory Services License Agreement, including Sections 17.1, 17.3, 17.4, 17.5 and 17.6, which are incorporated herein by this reference.

     Section 3.13 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

     Section 3.14 Embarq Obligations. Each individual entity comprising Embarq LEC under this Agreement will be severally responsible for the obligations of Embarq LEC under this Agreement with respect to the specific Service Areas operated by such entity. Subject to any novation that occurs pursuant to Section 9.1(b) of the Directory Services License Agreement, Embarq Parent will be jointly and severally responsible with each entity comprising Embarq LEC for the obligations of such entity under this Agreement.

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

BUYER:

R.H. DONNELLEY CORPORATION

By: /s/ Robert J. Bush

Name: Robert J. Bush

Title: Senior Vice President and General Counsel

PUBLISHER:
R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC.
(f/k/a Sprint Publishing & Advertising, Inc.)	CENDON, L.L.C.
By: /s/ Robert J. Bush	By: /s/ Robert J. Bush
Name: Robert J. Bush	Name: Robert J. Bush
Title: Vice President	Title: Manager

R.H. DONNELLEY DIRECTORY
COMPANY,
(f/k/a Centel Directory Company)

By: /s/ Robert J. Bush

Name: Robert J. Bush

Title: Vice President

EMBARQ PARENT:

EMBARQ CORPORATION

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: Chief Operating Officer

[Non-Competition Agreement]

EMBARQ LEC:

EMBARQ MINNESOTA, INC.
EMBARQ FLORIDA, INC.
CAROLINA TELEPHONE & TELEGRAPH CO.
UNITED TELEPHONE — SOUTHEAST, INC.
UNITED TELEPHONE COMPANY OF THE CAROLINAS
UNITED TELEPHONE COMPANY OF SOUTHCENTRAL KANSAS
UNITED TELEPHONE COMPANY OF EASTERN KANSAS
UNITED TELEPHONE COMPANY OF KANSAS
EMBARQ MISSOURI, INC.
UNITED TELEPHONE COMPANY OF TEXAS, INC.
UNITED TELEPHONE COMPANY OF THE WEST
THE UNITED TELEPHONE COMPANY OF PENNSYLVANIA
UNITED TELEPHONE COMPANY OF NEW JERSEY, INC.
UNITED TELEPHONE COMPANY OF THE NORTHWEST
UNITED TELEPHONE COMPANY OF OHIO
UNITED TELEPHONE COMPANY OF INDIANA, INC.
CENTRAL TELEPHONE COMPANY
CENTRAL TELEPHONE COMPANY OF VIRGINIA
CENTRAL TELEPHONE COMPANY OF TEXAS

By: /s/ Michael B. Fuller

Name: Michael B. Fuller

Title: President

[Non-Competition Agreement]

EX-10.10

Exhibit 10.10

SUBSCRIBER LISTINGS AGREEMENT

     THIS SUBSCRIBER LISTINGS AGREEMENT (“Agreement”) is effective as of this 16^th day of May, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), CenDon, L.L.C., a Delaware limited liability company (“CenDon”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”) (RHDPA, CenDon and RHDDC are referred to collectively in this Agreement as “Publisher”), Embarq Corporation, a Delaware Corporation (“Embarq Parent”), and Embarq Minnesota, Inc. (f/k/a Sprint Minnesota, Inc.), Embarq Florida, Inc. (f/k/a Sprint — Florida, Incorporated), Carolina Telephone & Telegraph Co., United Telephone — Southeast, Inc., United Telephone Company of the Carolinas, United Telephone Company of Southcentral Kansas, United Telephone Company of Eastern Kansas, United Telephone Company of Kansas, Embarq Missouri, Inc. (f/k/a Sprint Missouri, Inc.), United Telephone Company of Texas, Inc., United Telephone Company of the West, The United Telephone Company of Pennsylvania, United Telephone Company of New Jersey, Inc., United Telephone Company of the Northwest, United Telephone Company of Ohio, United Telephone Company of Indiana, Inc., Central Telephone Company, Central Telephone Company of Virginia and Central Telephone Company of Texas (collectively, “Embarq LEC”), each of which is a certificated provider of local telephone exchange service. Publisher, Embarq Parent and Embarq LEC are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS

     A. On the date of this Agreement, Publisher and Embarq LEC are entering into a Directory Services License Agreement (the “Directory Services License Agreement”) in order to provide for the continued production, publication and distribution of the Embarq Directories by Publisher following the completion of the Spin-off;

     B. The Parties desire to set forth certain understandings among themselves with respect to the provision of the Subscriber Listing Information and Listing Information Updates; and

     C. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Directory Services License Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:

ARTICLE 1

SUBSCRIBER LISTING INFORMATION

     Section 1.1 License and Provision of Subscriber Listing Information and Listing Information Updates. Embarq LEC hereby grants to Publisher a non-exclusive, non-transferable (except as provided in Section 9.1 of the Directory Services License Agreement), non-sublicensable license to use the Subscriber Listing Information and Listing Information Updates solely in accordance with the following provisions:

     (a) Upon the request of Publisher and in a format consistent with Current Practices, Embarq LEC will provide all Subscriber Listing Information to Publisher to be included in the Embarq Directories. Embarq LEC will maintain the Standard Listings database for all Subscribers. The foregoing shall not prohibit Publisher from maintaining its own database of listings. Publisher and Embarq LEC will work cooperatively to ensure that the proper Subscriber Listing Information is provided to Publisher regardless of the NPA/NXX used in provisioning local telephone service. Publisher will request Subscriber Listing Information for each Embarq Directory within a reasonable time prior to the publication of such Embarq Directory in order to include as much updated Subscriber Listing Information in the Embarq Directory as is reasonably practicable.

     (b) Embarq LEC will provide all Listing Information Updates for Embarq LEC’s business Subscribers to Publisher in a form consistent with Current Practices. Embarq LEC will provide such Listing Information Updates as soon as reasonably practicable but in any event within three (3) business days of the update being added to Embarq LEC’s records.

     (c) Except as otherwise permitted by any applicable law or regulation, Publisher will use the Subscriber Listing Information and Listing Information Updates only during the Term (provided, however, that after the Term Publisher will be permitted to use the Subscriber Listing Information for any Embarq Directories that commenced production prior to the end of the Term and not be required to recall any Embarq Directories published prior to the end of the Term) and for the sole purpose of publishing telephone directories in any format and soliciting advertising for such telephone directories. The foregoing shall not prohibit Publisher from maintaining its own database of listings. Publisher will not use such information in any manner or in any way that: (i) interferes with the proper and efficient furnishing of services by Embarq LEC to its customers; (ii) adversely affects the relationship between Embarq LEC and its customers or the public; or (iii) would violate applicable law. Embarq LEC will retain the sole right to sell the Subscriber Listing Information and Listing Information Updates to third parties. Publisher will not publish in the Embarq Directories or otherwise disclose any information (except for distribution purposes and as otherwise permitted by this Agreement) concerning Subscribers designated in the Subscriber Listing Information as “non-published” or “unlisted” or the like. Publisher will not use the Subscriber Listing Information to solicit the people or entities identified as such in connection with the sale of advertising in the Embarq Directories. Publisher will own all information and work product relating to advertising in the Embarq Directories, except for any such information or work product owned solely by the customers of Publisher or other parties.

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     Section 1.2 Price. Publisher will pay to Embarq LEC $0.04 per Listing in the aggregate for Subscriber Listing Information and $0.06 per Listing in the aggregate for Listing Information Updates provided to Publisher. Embarq LEC may from time to time alter the rates charged by it for Listing Information and Listing Information Updates, upon prior written notice to Publisher, except that such rates will not exceed the maximum rates allowed by any applicable law or regulation for such Subscriber Listing Information and Listing Information Updates; provided, that any such payments will be made on a most-favored-customer basis at the lowest available discounted price, whether such price is that offered by Embarq LEC to any third party or suggested by the Federal Communications Commission. For purposes of the foregoing sentence, “aggregate” means on an aggregated basis regardless of how often and in what media, format or device such Listings are displayed by Publisher. On or before the fifteenth (15^th) day of each month, Embarq LEC will deliver to Publisher an invoice setting forth in reasonable detail the payments due Embarq LEC under this Section 1.2 for the preceding month. Publisher will deliver payment in full to Embarq LEC within sixty (60) days of receipt of such invoice.

     Section 1.3 Classified Headings. Publisher will provide Embarq LEC with a list of authorized classified headings for use with business Subscribers. Publisher will place the Standard Listings in the Yellow Pages Directories under the heading assignments requested by the Subscribers. Embarq LEC will assign the Standard Listing to the appropriate classified heading provided by Publisher to Embarq LEC, unless Publisher determines in its reasonable discretion that the Subscriber was inadvertently assigned to the wrong classified heading by Embarq LEC, in which case Publisher will confirm with the Subscriber the proper heading and reassign the Subscriber to such proper heading.

     Section 1.4 Directory Services License Agreement. Publisher’s use of the Subscriber Listing Information and the Listing Information Updates shall also be subject to and in accordance with those terms and conditions of the Directory Services License Agreement that refer to the Subscriber Listing Information and/or Listing Information Updates.

ARTICLE 2

TERM AND TERMINATION

     Section 2.1 Term. Except as otherwise provided in this Agreement or the Directory Services License Agreement, this Agreement will become effective when and if the Effective Date occurs and will be coterminous with the Directory Services License Agreement and each Party’s obligations will terminate immediately upon the termination or expiration of the Directory Services License Agreement; provided, however, that no termination or expiration of this Agreement will release any Party from liability for prior breaches of any provision of this Agreement; provided further that, if the Effective Date has not occurred prior to October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it had never been entered into.

     Section 2.2 Effects of Termination. Except as otherwise provided in this Agreement, upon termination of this Agreement, Publisher will no longer have access under this Agreement to Subscriber Listing Information or Listing Information Updates. However, Embarq LEC will,

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upon the request of Publisher, provide Publisher with access to listing information of Subscribers consistent with Embarq LEC’s applicable regulatory obligations.

ARTICLE 3

GENERAL

     Section 3.1 Assignment. Except as provided in Section 9.1 of the Directory Services License Agreement, no Party may assign all or any of its rights or obligations under the Agreement without the prior written consent of the other Parties, except that any Party may assign all of its rights and obligations under the Agreement (a) in connection with a sale of all or substantially all of its assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and obligations under this Agreement in a form reasonably acceptable to the other Party or (b) to (i) any of its Affiliates or (ii) any lender or any other party as collateral in connection with any financing; provided that no such assignment permitted by this clause (b) will relieve such Party of any of its obligations under this Agreement.

     Section 3.2 Subcontractors. Any Party may subcontract with third parties or Affiliates of such Party for the performance of any of such Party’s obligations under this Agreement. If any obligation is performed for either Party through a subcontractor, such Party will remain fully responsible for the performance of this Agreement in accordance with its terms, including any obligations it performs through subcontractors, and such Party will be solely responsible for payments due to its subcontractors. No contract, subcontract or other agreement entered into by either Party with any third party in connection with the provision of services under this Agreement will provide for any indemnity, guarantee or assumption of liability by, or other obligation of, the other Party with respect to such arrangement, except as consented to in writing by the other Party. No subcontractor will be deemed a third party beneficiary for any purposes under this Agreement.

     Section 3.3 Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee between any Embarq Entity and Publisher, franchisor — franchisee, or to make any Embarq Entity or Publisher partners, joint venturer or co-employer of the other, or result in joint service offerings to their respective customers.

     Section 3.4 Notices. Any notice required or permitted under this Agreement will be in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express mail. Notice will be deemed to have been given when such notice is received. Addresses for notices are as follows:

          If to Embarq LEC:

Embarq Corporation
5454 W. 110^th Street
Overland Park, Kansas 66211
Attention: Senior Vice President, Corporate Strategy & Development
Facsimile: 913-523-9625

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          With a copy to:

Embarq Corporation
5454 West 110^th Street
Overland Park, Kansas 66211
Attention: Legal — Corporate Secretary
Facsimile: 913-523-9825

          If to Publisher:

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Facsimile: 919-297-1518
Attention: General Counsel

or at such other address as any Party may provide to the others by written notice.

     Section 3.5 Independent Contractor. The relationship between the Parties is that of an independent contractor. Each Party will be solely responsible for such Party’s employees, including compliance with all employment laws, regulations, and rules and payment of wages, benefits and employment taxes such as Social Security, unemployment, workers compensation and federal and state withholding with respect to such employees.

     Section 3.6 Entire Agreement. The Commercial Agreements constitute the entire understanding and agreement of the Parties concerning the subject matter of this Agreement, and on the Effective Date will supersede any prior agreements, representations, statements, understandings, proposals, undertakings or negotiations, whether written or oral, with respect to the subject matter expressly set forth in this Agreement.

     Section 3.7 Severability. If any term, condition or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire Agreement, unless such construction would be unreasonable. This Agreement will be construed as if it did not contain the invalid or unenforceable provision or provisions, and the rights and obligations of each Party will be construed and enforced accordingly, except that in the event such invalid or unenforceable provision or provisions are essential elements of this Agreement and substantially impair the rights or obligations of a Party, the Parties will promptly negotiate in good faith a replacement provision or provisions.

     Section 3.8 Compliance with Laws/Regulations. Each Party will comply with all federal, state, and local laws, regulations, rules, ordinances and orders relating to the performance of its obligations and the use of services provided under the Agreement, including any rulings, modifications, regulations or orders of the Federal Communications Commission and/or any applicable state utility commission to the extent this Agreement is subject to the jurisdiction of such regulatory authority.

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     Section 3.9 Force Majeure. Neither Party will be liable for any delay or failure in performance of any part of this Agreement caused by a Force Majeure condition, including acts of God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions, wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the reasonable control of the Party claiming excusable delay or other failure to perform (a “Force Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is delayed because of such Force Majeure condition will give prompt notice to the other Party, will use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon cessation of such Force Majeure condition will give like notice and commence performance under the Agreement as promptly as reasonably practicable.

     Section 3.10 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This Agreement does not provide and should not be construed to provide third parties with any remedy, claim, liability, reimbursement, cause of action or other privilege.

     Section 3.11 Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties, and their respective successors and permitted assigns.

     Section 3.12 Waivers. No waiver of any provision of this Agreement, and no consent to any default under this Agreement, will be effective unless the same is in writing and signed by an officer of the Party against whom such waiver or consent is claimed. In addition, no course of dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement will be construed as a waiver of such term, right or condition. Waiver by a Party of any default by any other Party will not be deemed a waiver of any subsequent or other default.

     Section 3.13 Headings. The headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement.

     Section 3.14 Survival. Any liabilities or obligations of a Party for acts or omissions occurring prior to the cancellation or termination of this Agreement and any obligations of a Party under any other provisions of this Agreement which, by their terms, are contemplated to survive (or be performed after) termination of this Agreement (subject to any time limitations specified therein) will survive the cancellation or termination of this Agreement.

     Section 3.15 Modifications. No amendments, deletions, additions or other modifications to this Agreement will be binding unless evidenced in writing and signed by an officer of each of the respective parties hereto.

     Section 3.16 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. This Agreement will become effective when one or more counterparts have been signed by each and delivered to the other Parties, it being understood that the Parties need not sign the same counterpart.

     Section 3.17 Remedies. The Parties agree that all disputes or controversies arising out of or relating to this Agreement shall be resolved using the procedures set forth in the Directory

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Services License Agreement, including Sections 17.1, 17.3, 17.4, 17.5 and 17.6, which are incorporated herein by this reference. The provisions of Articles 11 and 13 of the Directory Services License Agreement also shall apply to this Agreement.

     Section 3.18 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

     Section 3.19 Embarq LEC Obligations. Each individual entity comprising Embarq LEC under this Agreement will be severally responsible for the obligations of Embarq LEC under this Agreement with respect to the specific Service Areas operated by such entity. Subject to any novation that occurs pursuant to Section 9.1(b) of the Directory Services License Agreement, Embarq Parent will be jointly and severally responsible with each entity comprising Embarq LEC for the obligations of such entity under this Agreement.

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

PUBLISHER:
R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC. (f/k/a Sprint
Publishing & Advertising, Inc.)		CENDON, L.L.C.
By:	/s/ Robert J. Bush	By:	/s/ Robert J. Bush
Name: Robert J. Bush		Name: Robert J. Bush
Title: Vice President		Title: Manager
R.H. DONNELLEY DIRECTORY COMPANY
(f/k/a Centel Directory Company)
By:	/s/ Robert J. Bush
Name: Robert J. Bush
Title: Vice President
EMBARQ PARENT:
EMBARQ CORPORATION
By:	/s/ Michael B. Fuller
Name: Michael B. Fuller
Title: Chief Operating Officer

[Subscriber Listings Agreement]

EMBARQ LEC:

EMBARQ MINNESOTA, INC.
EMBARQ FLORIDA, INC.
CAROLINA TELEPHONE & TELEGRAPH CO.
UNITED TELEPHONE — SOUTHEAST, INC.
UNITED TELEPHONE COMPANY OF THE CAROLINAS
UNITED TELEPHONE COMPANY OF SOUTHCENTRAL KANSAS
UNITED TELEPHONE COMPANY OF EASTERN KANSAS
UNITED TELEPHONE COMPANY OF KANSAS
EMBARQ MISSOURI, INC.
UNITED TELEPHONE COMPANY OF TEXAS, INC.
UNITED TELEPHONE COMPANY OF THE WEST
THE UNITED TELEPHONE COMPANY OF PENNSYLVANIA
UNITED TELEPHONE COMPANY OF NEW JERSEY, INC.
UNITED TELEPHONE COMPANY OF THE NORTHWEST
UNITED TELEPHONE COMPANY OF OHIO
UNITED TELEPHONE COMPANY OF INDIANA, INC.
CENTRAL TELEPHONE COMPANY
CENTRAL TELEPHONE COMPANY OF VIRGINIA
CENTRAL TELEPHONE COMPANY OF TEXAS

By: Michael B. Fuller

Name: Michael B. Fuller

Title: President

EX-10.11

Exhibit 10.11

STANDSTILL AGREEMENT

          This Standstill Agreement (“Agreement”) is entered into as of May 16, 2006 (the “Effective Date”) by and between R.H. Donnelley Publishing and Advertising, Inc. (“Donnelley”), a Kansas corporation with its principal place of business at 1001 Winstead Drive, Cary, North Carolina 27513, and Embarq Corporation, a Kansas corporation with its principal place of business at 5454 West 110^th Street, Overland Park, Kansas 66211 (“Embarq” and each, together with their respective subsidiaries, a “Party”, and together, the “Parties”). Embarq is presently a wholly owned subsidiary of Sprint Nextel Corporation (“Sprint”).

     WHEREAS, Sprint Corporation, Donnelley and certain of their affiliates entered into a Directory Services License Agreement and related Commercial Agreements (collectively, the “Original DSLA”) effective as of January 3, 2003, whereby Donnelley is licensed to publish and distribute certain Directories; and

     WHEREAS, Sprint intends to engage in a spin off (the “Spin-Off”) of Embarq in the near future such that Embarq and its subsidiaries will (a) no longer be affiliates of Sprint and (b) conduct all of the wireline local telephone service business that has historically been provided by the Sprint Local Telecommunications Division; and

     WHEREAS, in light of the pending Spin-Off, pursuant to Section 9.1(b) the Original DSLA, the Parties are executing simultaneously herewith a new directory services license agreement and related Commercial Agreements (collectively, the “New DSLA”), on substantially identical terms to those set forth in the Original DSLA; and

     WHEREAS, the Parties have not yet been able to reach agreement as to Directory Cover Policies that should be included as Exhibit C of the New DSLA, and the interaction between such Directory Cover Policies and certain related rights of Donnelley, including without

limitation its use of the trademarks “The Best RED Yellow Pages” and “bestredyp.com” with respect to the Directories (collectively, “Disagreement”); and

     WHEREAS, the Parties wish to provide for sufficient time to resolve their Disagreement and to avoid the time, expense and use of resources that litigation would entail should such Disagreement not be resolved;

          NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition shall have the same meanings given to such terms in the Original DSLA.

     2. Interim Directory Cover. Effective as of July 1, 2006, Donnelley shall begin publishing and distributing Directories in accordance with the cover design specified in Exhibit A to this Agreement (the “Interim Cover Design”). Additionally, during the term of this Agreement, Sprint shall not oppose Donnelley’s continued use of the trademarks “The Best RED Yellow Pages” and “bestredyp.com” or the homepage of the bestredyp.com website so long as such trademarks and homepage are displayed in a manner consistent with the Interim Cover Design. The Parties agree that upon execution of the New DSLA and during the term of this Agreement, the Directory Cover Policies, the Co-Brand Standards and other matters related to cover color and design under the New DSLA shall be interpreted and applied in a manner consistent with the Interim Cover Design.

     3. Good Faith Negotiations. The Parties acknowledge and agree that the utilization of the Interim Cover Design reflects only an interim resolution of their Disagreement. The Parties shall continue, during the term of this Agreement, to negotiate in good faith to reach a definitive resolution of their Disagreement. As part of those negotiations, the Parties shall

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conduct joint research, over time, to assist the Parties in developing Directory Cover Policies that meet consumers’ needs and preferences and the Parties’ respective strategic objectives. In the event the Parties reach a definitive resolution of their Disagreement, the terms of such resolution shall be incorporated into, and shall modify, the New DSLA, including, without limitation, Exhibit C to the New DSLA.

     4. No Waiver of Rights. By entering into this Agreement and implementing the Interim Cover Design, neither Party is waiving its rights or legal positions under or relating to the Original DSLA (and therefore with respect to related provisions of the New DSLA), including without limitation, its rights and legal positions relating to the Disagreement. Each Party reserves its respective rights and legal positions under the Original DSLA (with Sprint LTD’s rights being Embarq’s rights for these purposes) and/or the New DSLA concerning the Disagreement that is the subject matter of this Agreement, subject only to the limitations on the exercise of those rights and the assertion of those positions expressly imposed by this Agreement. No Party will use the fact that another Party entered into this Agreement as support for the Party’s position in any litigation relating to the Original DSLA and/or the New DSLA, nor will any Party argue that the delay resulting from entry of this Agreement is a defense to injunctive relief sought in any litigation relating to the Original DSLA and/or the New DSLA.

     5. No Legal Action. Subject to their adherence to the terms of this Agreement, during the term of this Agreement, the Parties shall refrain, and shall cause their respective Affiliates to refrain, from threatening or taking any legal action against each other based on or relating to the Disagreement that is the subject matter of this Agreement, including without limitation by filing suit in any federal or state court for breach of contract, trade dress or trademark infringement or related claims or declaratory relief, or bringing any demands for

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arbitration relating to the same, or seeking any injunctive or equitable relief relating to the same, or sending notice of breach to the other Party under the Original DSLA and/or the New DSLA.

     6. Term and Termination. This Agreement shall terminate upon the earlier to occur of (a) the parties’ reaching an agreement in writing that resolves the Disagreement that is the subject matter of this Agreement, including without limitation an agreement on the Directory Cover Policies applicable to the New DSLA, or (b) March 1, 2007.

     7. Effect of Termination. The termination of this Agreement shall have no effect on the operative provisions of the Original DSLA or the New DSLA, provided, however, that termination of this Agreement shall, automatically and with no further action or notice required, cause the Parties’ rights and obligations with respect to the Disagreement to revert back to those rights and obligations with respect to such matters under the Original DSLA as such rights and obligations existed as of the date of this Agreement (with Sprint LTD’s and its Affiliates’ rights being Embarq’s rights for these purposes). The Parties agree that, upon the termination of this Agreement, they shall attempt to resolve their dispute pursuant to the dispute resolution provisions of the New DSLA.

     8. Notices. Any notice, request or other communication required or permitted to be given by either Party to the other under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered by hand or by courier; (ii) when five (5) days have elapsed after its transmittal by registered or certified mail, postage prepaid, return receipt requested; or (iii) when two (2) days have elapsed after its transmittal by a nationally-recognized overnight courier such as Federal Express to the address set forth below, in each case, with a copy. Notices shall be directed to the following:

          If to R.H. Donnelley Publishing and Advertising, Inc., to it at:

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R.H. Donnelley Publishing and Advertising, Inc.
1001 Winstead Drive
Cary, North Carolina 27513
Attn: Robert Bush, Esq., General Counsel
Fax: (919) 297-1518

          If to Embarq, to it at:

Embarq Corporation
5454 West 110th Street
Overland Park, KS 66211
Attn: Senior Vice President, Corporate Strategy & Development
Fax: (913) 523-9625

     With a copy to:

Embarq Corporation
5454 West 110th Street
Overland Park, KS 66211
Attn: Senior Vice President & Corporate Secretary
Fax: (913) 523-9825

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any and all affiliates, licensees, successors and assigns of the Parties hereto, and it shall be the duty of each party to bring this Agreement to the attention of any and all of its affiliates, licensees, successors or assigns.

     10. Multiple Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original as against the parties who signed it and all of which shall constitute one and the same document. Facsimile signatures shall be as effective and binding as original signatures.

     11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Delaware.

     12. Entire Agreement. This Agreement constitutes the entire Agreement of the parties and supersedes all prior agreements, understandings and negotiations, whether written or

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oral, among the Parties with respect to the subject matter hereof, and may not be amended, altered, modified or waived except by an instrument in writing executed by the Parties.

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed on its behalf by its duly authorized representative, as of the date first written above, as indicated below.

EMBARQ CORPORATION	R.H. DONNELLEY PUBLISHING AND
	ADVERTISING, INC.
By: /s/ Michael B. Fuller	By: /s/ Robert J. Bush
Name: Michael B. Fuller	Name: Robert J. Bush
Title: Chief Operating Officer	Title: Vice President

EX-10.12

Exhibit 10.12

May 16, 2006

R.H. Donnelley Corporation
CenDon, L.L.C.
R.H. Donnelley Publishing & Advertising, Inc.
R.H. Donnelley Directory Company
100 Winstead Drive
Cary, North Carolina 27513

     Re: Acknowledgment of Embarq / RHD Transaction

Ladies and Gentlemen:

     R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHD”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation (“RHDDC”), CenDon, L.L.C., a Delaware limited liability company (“CenDon”), Sprint Nextel Corporation (f/k/a Sprint Corporation), a Kansas corporation (“Sprint”), Sprint Directory Trademark Company, LLC, a Delaware limited liability company and certain subsidiaries of Sprint are parties to that certain Directory Services License Agreement, dated January 3, 2003 (the “Original DSLA”). R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp.”), RHD, CenDon, RHDDC, Sprint and certain subsidiaries of Sprint are parties to that certain Non-Competition Agreement, dated January 3, 2003 (the “Original Non-Competition Agreement”).

     In connection with the anticipated spin-off of Sprint’s local telecommunications division, RHD, RHDDC, CenDon, Embarq Corporation, a Delaware corporation, Embarq Directory Trademark Company, LLC, a Delaware limited liability company, and certain subsidiaries of Embarq Corporation (formerly constituting the Sprint Local Telecommunications Division) are entering into a Directory Services License Agreement (the “New DSLA”).

     Pursuant to Section 9.1(b) of the Original DSLA, upon the effectiveness of the New DSLA, the New DSLA will supersede and replace in

Page 2
May 16, 2006
Acknowledgement of Embarq / RHD Transaction

its entirety the Original DSLA; except that Sprint acknowledges that pursuant to Section 9.1(c) of the Original DSLA, Sprint and its Affiliates will remain bound by the obligations of the Original Non-Competition Agreement until December 31, 2052, unless the New DSLA or any successor agreement entered into by application of Section 9.1(c) of the New DSLA, or a provision substantially similar to such provision in any such successor agreement, terminates (other than a termination by RHD, CenDon or RHDDC for breach of the other party thereto) prior to December 31, 2052 without being superseded by any such successor agreement, in which case Sprint and its Affiliates will remain bound until the date of such termination. By signing below, RHD Corp., RHD, CenDon, and RHDDC each acknowledge that upon the effectiveness of the New DSLA, except as provided for in the immediately preceding sentence, Sprint Nextel and its Affiliates will be relieved of all ongoing obligations under the Original DSLA and the other Commercial Agreements. The parties acknowledge that the foregoing release does not affect any claims arising prior to the Effective Date of the New DSLA.

     Capitalized terms used but not defined in this letter have the meanings assigned to them in the Original DSLA.

SPRINT NEXTEL CORPORATION
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President

ACCEPTED AND AGREED TO:
R.H. DONNELLEY CORPORATION
By:	/s/ Robert J. Bush
Name:	Robert J. Bush
Title:	Sr. Vice President

Page 3
May 9, 2006
Acknowledgement of Embarq / RHD Transaction

CENDON, L.L.C.		R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.
By:	/s/ Robert J. Bush	By:	/s/ Robert J. Bush
Name:	Robert J. Bush	Name:	Robert J. Bush
Title:	Vice President	Title:	Vice President
R.H. DONNELLEY DIRECTORY COMPANY
By:	/s/ Robert J. Bush
Name:	Robert J. Bush
Title:	Vice President