8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 13, 2005

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-07155 (Commission File Number)	13-2740040 (IRS Employer Identification No.)
1001 Winstead Drive, Cary NC (Address of principal executive offices)		27513 (Zip Code)

R.H. Donnelley Inc.*

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of of incorporation)	333-59287 (Commission File Number)	36-2467635 (I.R.S. Employer Identification No.)
1001 Winstead Drive, Cary NC (Address of principal executive offices)		27513 (Zip Code)

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

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:

x 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))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1 Second Amend&Restated Credit Agree 12/13/2005
EX-10.2 Second Amend&Restated Guar and Coll Agree 12/13/05
EX-10.3 Agreement to Amend and Restate 9/9/03
EX-10.4 Agreement to Amend and Restate 11/8/02

*R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 9¹/8% Senior Subordinated Notes, which Notes were redeemed in full on February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8⁷/8% Senior Notes due 2010 and 10⁷/8% Senior Subordinated Notes due 2012, and is now subject to the filing requirements of Section 15(d) as a result of such Notes. As of December 1, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

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Item 1.01. Entry into a Material Definitive Agreement.

Second Amended and Restated Credit Agreement

     On December 13, 2005, R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and R.H. Donnelley Inc., a Delaware corporation and wholly owned subsidiary of the Company (“RHDI”), entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties thereto as lenders, J.P. Morgan Securities Inc. and Deutsche Bank Trust Company Americas (“Deutsche Bank”), as co-lead arrangers and joint-bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, Bear Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National Association, as co-documentation agents, and Deutsche Bank, as administrative agent.

     The Second Amended and Restated Credit Agreement amends and restates RHDI’s existing Credit Agreement, dated September 1, 2004 (the “Credit Agreement”), as amended, to, among other things, (i) permit the merger (the “Merger”) of Dex Media, Inc., a Delaware corporation (“Dex Media”), with and into Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, the Company and Merger Sub, and the incurrence of additional debt in connection therewith; (ii) provide up to $350 million of tranche D-1 term loans to be used to finance the repurchase of RHDI’s outstanding $325 million aggregate principal amount of 8⁷/8% Senior Notes due 2010 pursuant to its previously announced cash tender offer and related consent solicitation and for general corporate purposes, the terms of which are substantially the same as the terms of the existing tranche D term loans other that with respect to pricing; (iii) generally remove the Company from the affirmative and negative covenants and certain of the representations and warranties contained in the Credit Agreement and provide for a parent covenant in lieu thereof; (iv) permit the previously announced repurchase of all the Company’s outstanding preferred stock from certain investment partnerships affiliated with The Goldman Sachs Group, Inc.; (v) modify the financial performance covenants contained in the Credit Agreement; (vi) to provide for shared services arrangements between RHDI and its subsidiaries, on the one hand, and Dex Media and its subsidiaries, on the other hand; and (vii) permit certain securitization transactions.

     In connection with the Second Amended and Restated Credit Agreement, on December 13, 2005, the Company, RHDI and the subsidiaries of RHDI party thereto entered into a Second Amended and Restated Guarantee and Collateral Agreement (the “Second Amended and Restated Guarantee and Collateral Agreement”) to amend and restate the existing Amended and Restated Guarantee and Collateral Agreement, dated as of September 1, 2004, to, among other things, exclude all property of the Company from the security interests granted thereunder, other than the capital stock of RHDI.

3

Agreements to Amend and Restate

     On December 13, 2005, the Company entered into (i) an Agreement to Amend and Restate (the “Dex West Agreement to Amend and Restate”) that certain Credit Agreement, dated as of September 9, 2003 (the “Dex West Credit Agreement”), as amended, by and among Dex Media, Dex Media West, Inc., a Delaware corporation and wholly owned subsidiary of Dex Media, Dex Media West LLC, a Delaware limited liability company and wholly owned subsidiary of Dex Media West, Inc., and the lenders party thereto and (ii) an Agreement to Amend and Restate (the “Dex East Agreement to Amend and Restate”) that certain Credit Agreement, dated as of November 8, 2002 (the “Dex East Credit Agreement”), as amended, by and among Dex Media, Dex Media East, Inc., a Delaware corporation and wholly owned subsidiary of Dex Media, Dex Media East LLC, a Delaware limited liability company and wholly owned subsidiary of Dex Media East, Inc., and the lenders party thereto.

     Pursuant to the terms and subject to the conditions of the Dex West Agreement to Amend and Restate and the Dex East Agreement to Amend and Restate, in connection with the completion of the Merger, the Dex West Credit Agreement and the Dex East Credit Agreement, respectively, will be amended to permit, among other things, the Merger. As amended and restated, the Dex West Credit Agreement will provide for an additional $503 million tranche B-1 term loan facility, which will be available to redeem certain indebtedness in connection with change of control offers, which are required to be made as a result of the Merger, and to fund a portion of the cash consideration to be paid to Dex Media’s stockholders in connection with the Merger.

     The foregoing descriptions of the Second Amended and Restated Credit Agreement, the Second Amended and Restated Guarantee and Collateral Agreement, the Dex West Agreement to Amend and Restate and the Dex East Agreement to Amend and Restate do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

     Certain statements contained in this document regarding the Company’s future operating results or performance or business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “intend,” “should,” “will,” “planned,” “estimated,” “potential,” “goal,” “outlook,” and similar expressions, as they relate to the Company or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause the Company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the

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benefits of the Merger between the Company and Dex Media, including future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

     The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the failure of the Company and Dex Media stockholders to approve the Merger; (2) the risk that the businesses will not be integrated successfully; (3) the risk that expected strategic advantages and savings from the Merger may not be fully realized or may take longer to realize than expected; (4) disruption from the Merger making it more difficult to maintain relationships with customers, employees or suppliers; and (5) general economic conditions and consumer sentiment in our markets. Additional factors that could cause the Company’s and Dex Media’s results to differ materially from those described in the forward-looking statements are described in detail in the registration statement on Form S-4 (the “Registration Statement”) that the Company filed with the Securities and Exchange Commission (the “SEC”) (registration No. 333-129539), which contains a preliminary joint proxy statement/prospectus relating to the proposed transaction, the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2004, in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Dex Media’s Annual Reports on Form 10-K in Item 1 “Business” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Standalone Company” and elsewhere in Dex Media’s Annual Report, as well as the Company’s and Dex Media’s other periodic filings with the SEC that are available on the SEC’s website (http//:www.sec.gov).

Additional Information and Where To Find It

     In connection with the proposed transaction, the Company has filed the Registration Statement with the SEC (registration No. 333-129539), which contains a preliminary proxy statement/prospectus relating to the proposed transaction. Investors are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. Investors may obtain a free copy of the registration statement and definitive joint proxy statement/prospectus (when available), as well as other filings containing information about the Company and Dex Media, without charge, on the SEC’s website (http://www.sec.gov). Free copies of the Company’s SEC filings are also available on the Company’s website (http://www.rhd.com), or by request to Investor Relations, R.H. Donnelley Corporation, 1001 Winstead Drive, Cary, North Carolina 27513. Free copies of Dex Media’s SEC filings are available on Dex Media’s website (http://www.dexmedia.com), or by request to Investor Relations, Dex Media, Inc., 198 Inverness Drive West, Englewood, Colorado 80112. Information contained on the Company’s website, Dex Media’s website or the website of any other person is not incorporated by reference into this filing, and no information contained on those websites should be considered to be part of this document.

5

Participants in Solicitation

     The Company, Dex Media and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s and Dex Media’s stockholders in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC by the Company on March 21, 2005, and information regarding Dex Media’s directors and executive officers is available in its proxy statement filed with the SEC by Dex Media on April 20, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

          The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
10.1	Second Amended and Restated Credit Agreement, dated December 13, 2005, among the Company, RHDI, the several banks and other financial institutions or entities from time to time parties thereto as lenders, J.P. Morgan Securities Inc. and Deutsche Bank Trust Company Americas, as co-lead arrangers and joint-bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, Bear Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National Association, as co-documentation agents, and Deutsche Bank Trust Company Americas, as administrative agent.
10.2.	Second Amended and Restated Guaranty and Collateral Agreement, dated as of December 13, 2005, by and among the Company, RHDI, and the subsidiaries of RHDI party thereto, and Deutsche Bank Trust Company Americas, as collateral agent.
10.3	Agreement to Amend and Restate, dated December 13, 2005, among the Company and the lenders that are party to the Credit Agreement, dated as of September 9, 2003, as amended, referenced therein.
10.4	Agreement to Amend and Restate, dated December 13, 2005, among the Company and lenders that are party to the Credit Agreement, dated as of November 8, 2002, as amended, referenced therein.

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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 thereunto duly authorized.

R.H. DONNELLEY CORPORATION
 

/s/ Robert J. Bush  

Robert J. Bush 

Vice President, General Counsel & Corporate Secretary 

R.H. DONNELLEY INC.
 

/s/ Robert J. Bush  

Robert J. Bush 

Vice President, General Counsel & Corporate Secretary 

Date: December 19, 2005

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Second Amended and Restated Credit Agreement, dated December 13, 2005, among the Company, RHDI, the several banks and other financial institutions or entities from time to time parties thereto as lenders, J.P. Morgan Securities Inc. and Deutsche Bank Trust Company Americas, as co-lead arrangers and joint-bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, Bear Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National Association, as co-documentation agents, and Deutsche Bank Trust Company Americas, as administrative agent.
10.2.	Second Amended and Restated Guaranty and Collateral Agreement, dated as of December 13, 2005, by and among the Company, RHDI, and the subsidiaries of RHDI party thereto, and Deutsche Bank Trust Company Americas, as collateral agent.
10.3	Agreement to Amend and Restate, dated December 13, 2005, among the Company and the lenders that are party to the Credit Agreement, dated as of September 9, 2003, as amended, referenced therein.
10.4	Agreement to Amend and Restate, dated December 13, 2005, among the Company and lenders that are party to the Credit Agreement, dated as of November 8, 2002, as amended, referenced therein.

EX-10.1

                                                                    EXHIBIT 10.1

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

                                $2,383,840,176.86

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                      among

                           R.H. DONNELLEY CORPORATION,

                              R.H. DONNELLEY INC.,
                                  as Borrower,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                           JPMORGAN CHASE BANK, N.A.,
                              as Syndication Agent,

                      BEAR STEARNS CORPORATE LENDING INC.,
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                             UBS SECURITIES LLC and
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as Co-Documentation Agents

                                       and
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                             as Administrative Agent

                          Dated as of December 13, 2005

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

      J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS,
                   as Co-Lead Arrangers and Joint Bookrunners



                                TABLE OF CONTENTS



                                                                                             Page
                                                                                             ----
                                                                                          
SECTION 1.   DEFINITIONS..................................................................     2

         1.1.     Defined Terms...........................................................     2
         1.2.     Other Definitional Provisions...........................................    31

SECTION 2.   AMOUNT AND TERMS OF TERM COMMITMENTS.........................................    31

         2.1.     Term Loans and Tranche D-1 Term Commitments.............................    31
         2.2.     Procedure for Tranche D-1 Term Loan Borrowing...........................    31
         2.3.     [Reserved]..............................................................    32
         2.4.     Repayment of Term Loans.................................................    32

SECTION 3.   AMOUNT AND TERMS OF REVOLVING COMMITMENTS....................................    34

         3.1.     Revolving Commitments...................................................    34
         3.2.     Procedure for Revolving Loan Borrowing..................................    35
         3.3.     Swingline Commitment....................................................    35
         3.4.     Procedure for Swingline Borrowing; Refunding of Swingline Loans.........    35
         3.5.     Commitment and Other Fees...............................................    37
         3.6.     Termination or Reduction of Revolving Commitments.......................    37
         3.7.     L/C Commitment..........................................................    37
         3.8.     Procedure for Issuance of Letter of Credit..............................    38
         3.9.     Fees and Other Charges..................................................    38
         3.10.    L/C Participations......................................................    38
         3.11.    Reimbursement Obligation of the Borrower................................    39
         3.12.    Obligations Absolute....................................................    39
         3.13.    Letter of Credit Payments...............................................    40
         3.14.    Letter of Credit Requests...............................................    40

SECTION 4.   GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.................    40

         4.1.     Optional Prepayments....................................................    40
         4.2.     Mandatory Prepayments and Commitment Reductions.........................    41
         4.3.     Conversion and Continuation Options.....................................    43
         4.4.     Limitations on Eurodollar Tranches......................................    43
         4.5.     Interest Rates and Payment Dates........................................    43
         4.6.     Computation of Interest and Fees........................................    44
         4.7.     Inability to Determine Interest Rate....................................    44
         4.8.     Pro Rata Treatment and Payments.........................................    45
         4.9.     Requirements of Law.....................................................    46
         4.10.    Taxes...................................................................    47
         4.11.    Indemnity...............................................................    48
         4.12.    Change of Lending Office................................................    49
         4.13.    Replacement of Lenders..................................................    49
         4.14.    Evidence of Debt........................................................    49
         4.15.    Illegality..............................................................    50
         4.16.    Tranche C Term Loans....................................................    50


                                        i



                                                                                          
SECTION 5.   REPRESENTATIONS AND WARRANTIES...............................................    52

         5.1.     Financial Condition.....................................................    52
         5.2.     No Change...............................................................    52
         5.3.     Corporate Existence; Compliance with Law................................    52
         5.4.     Power; Authorization; Enforceable Obligations...........................    52
         5.5.     No Legal Bar............................................................    53
         5.6.     Litigation..............................................................    53
         5.7.     No Default..............................................................    53
         5.8.     Ownership of Property; Liens............................................    53
         5.9.     Intellectual Property...................................................    53
         5.10.    Taxes...................................................................    54
         5.11.    Federal Regulations.....................................................    54
         5.12.    ERISA...................................................................    54
         5.13.    Investment Company Act; Other Regulations...............................    54
         5.14.    Subsidiaries and Joint Ventures.........................................    54
         5.15.    Use of Proceeds.........................................................    55
         5.16.    Environmental Matters...................................................    55
         5.17.    Accuracy of Information, etc............................................    55
         5.18.    Security Documents......................................................    56
         5.19.    Solvency................................................................    56
         5.20.    Senior Debt.............................................................    56
         5.21.    Regulation H............................................................    56
         5.22.    Certain Documents.......................................................    57

SECTION 6.   CONDITIONS PRECEDENT.........................................................    57

         6.1.     Conditions to Effectiveness of Agreement and Initial Extensions of
                  Credit..................................................................    57
         6.2.     Conditions to Each Extension of Credit..................................    58

SECTION 7.   AFFIRMATIVE COVENANTS........................................................    59

         7.1.     Financial Statements....................................................    59
         7.2.     Certificates; Other Information.........................................    59
         7.3.     Payment of Obligations..................................................    60
         7.4.     Maintenance of Existence; Compliance....................................    61
         7.5.     Maintenance of Property; Insurance......................................    61
         7.6.     Inspection of Property; Books and Records; Discussions..................    61
         7.7.     Notices.................................................................    61
         7.8.     Environmental Laws......................................................    62
         7.9.     Interest Rate Protection................................................    62
         7.10.    Additional Collateral, etc..............................................    62
         7.11.    Further Assurances......................................................    64

SECTION 8.   NEGATIVE COVENANTS...........................................................    64

         8.1.     Financial Condition Covenants...........................................    64
         8.2.     Indebtedness............................................................    66
         8.3.     Liens...................................................................    68
         8.4.     Fundamental Changes.....................................................    70
         8.5.     Disposition of Property.................................................    70



                                       ii



                                                                                          
         8.6.     Restricted Payments.....................................................    71
         8.7.     Capital Expenditures....................................................    73
         8.8.     Investments.............................................................    74
         8.9.     Optional Payments and Modifications of Certain Debt Instruments.........    75
         8.10.    Transactions with Affiliates............................................    76
         8.11.    Sales and Leasebacks....................................................    76
         8.12.    Hedge Agreements........................................................    77
         8.13.    Changes in Fiscal Periods...............................................    77
         8.14.    Negative Pledge Clauses.................................................    77
         8.15.    Clauses Restricting Subsidiary Distributions............................    77
         8.16.    Lines of Business.......................................................    78
         8.17.    Commingling of Accounts.................................................    78

SECTION 8A.       HOLDINGS COVENANTS......................................................    78

         8A.1.    Holdco Covenants........................................................    78
         8A.2.    Amendments to Acquisition Documents.....................................    79

SECTION 9.   EVENTS OF DEFAULT............................................................    79

SECTION 10.   THE AGENTS..................................................................    82

         10.1.    Appointment.............................................................    82
         10.2.    Delegation of Duties....................................................    82
         10.3.    Exculpatory Provisions..................................................    83
         10.4.    Reliance by Agents......................................................    83
         10.5.    Notice of Default.......................................................    83
         10.6.    Non-Reliance on Agents and Other Lenders................................    83
         10.7.    Indemnification.........................................................    84
         10.8.    Agent in Its Individual Capacity........................................    84
         10.9.    Successor Administrative Agent..........................................    84
         10.10.   Securitizations.........................................................    85
         10.11.   Agents Generally........................................................    85
         10.12.   The Lead Arrangers......................................................    85

SECTION 11.   MISCELLANEOUS...............................................................    85

         11.1.    Amendments and Waivers..................................................    85
         11.2.    Notices.................................................................    86
         11.3.    No Waiver; Cumulative Remedies..........................................    87
         11.4.    Survival of Representations and Warranties..............................    87
         11.5.    Payment of Expenses and Taxes...........................................    87
         11.6.    Successors and Assigns; Participations and Assignments..................    88
         11.7.    Adjustments; Set-off....................................................    91
         11.8.    Counterparts............................................................    91
         11.9.    Severability............................................................    92
         11.10.   Integration.............................................................    92
         11.11.   GOVERNING LAW...........................................................    92
         11.12.   Submission To Jurisdiction; Waivers.....................................    92
         11.13.   Acknowledgments.........................................................    92



                                       iii



                                                                                          
         11.14.   Releases of Guarantees and Liens........................................    93
         11.15.   Confidentiality.........................................................    93
         11.16.   WAIVERS OF JURY TRIAL...................................................    94
         11.17.   Delivery of Addenda.....................................................    94
         11.18.   Termination.............................................................    94
         11.19.   USA Patriot Act.........................................................    94



                                       iv



ANNEX:

A        Pricing Grid

SCHEDULES:

1.1         Mortgaged Property
3.7         Existing Letters of Credit
5.4         Consents, Authorizations, Filings and Notices
5.6         Litigation
5.14        Subsidiaries
5.18(a)     UCC Filing Jurisdictions
5.18(b)     Mortgage Filing Jurisdictions
8.2(a)(iv)  Existing Indebtedness
8.3(a)(vi)  Existing Liens
8.14        Existing Negative Pledge Clauses
8.15        Existing Subsidiary Distribution Restrictions

EXHIBITS:

A           Form of Second Amended and Restated Guarantee and Collateral
            Agreement
B           Form of Compliance Certificate
C           Form of Closing Certificate
D           Form of Mortgage
E           Form of Assignment and Assumption
F-1         Form of Legal Opinion of Jones Day
F-2         Form of Legal Opinion of Robert J. Bush, Esq.
G           Form of Prepayment Option Notice
H           Form of Exemption Certificate
I-1         Form of Term Note
I-2         Form of Revolving Note
I-3         Form Swingline Note
J           Form of Addendum
L           Form of Letter of Credit Request

                                        v



                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
December 13, 2005, among R.H. DONNELLEY CORPORATION, a Delaware corporation
("Holdings"), R.H. DONNELLEY INC., a Delaware corporation and a wholly owned
subsidiary of Holdings ("RHDonnelley" or the "Borrower"), the several banks and
other financial institutions or entities from time to time parties to this
Agreement (the "Lenders"), J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK TRUST
COMPANY AMERICAS as co-lead arrangers and joint bookrunners (in such capacity,
the "Lead Arrangers"), JPMORGAN CHASE BANK, N.A., as syndication agent (in such
capacity, the "Syndication Agent"), BEAR STEARNS CORPORATE LENDING INC., CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, GOLDMAN SACHS CREDIT PARTNERS L.P., UBS
SECURITIES LLC and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation
agents (collectively, in such capacity, the "Co-Documentation Agents"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity,
the "Administrative Agent").

                                    Recitals

                  WHEREAS, Holdings and the Borrower are parties to the Amended
and Restated Credit Agreement (as heretofore amended, supplemented, or otherwise
modified from time to time, the "Existing Credit Agreement"), dated as of
September 1, 2004 (the "Original Closing Date"), among Holdings, the Borrower,
the several banks and other financial institutions or entities parties thereto
(the "Existing Lenders"), the documentation agents and syndication agents named
therein and Deutsche Bank Trust Company Americas, as administrative agent,
pursuant to which the Existing Lenders made (i) tranche A-2 term loans (the
"Tranche A-2 Term Loans") to the Borrower which have a current outstanding
principal balance of $313,375,784.51, (ii) tranche A-3 term loans (the "Tranche
A-3 Term Loans") to the Borrower which have a current outstanding principal
balance of $115,968,245.94, (iii) tranche D term loans (the "Tranche D Term
Loans") to the Borrower which have a current outstanding principal balance of
$1,429,496,146.41 and (iv) commitments to make revolving extensions of credit in
an aggregate principal amount of up to $175,000,000;

                  WHEREAS, Holdings has entered into an Agreement and Plan of
Merger, dated as of October 3, 2005 (the "Merger Agreement"), by and among Dex
Media, Inc., a Delaware corporation (the "Target"), Holdings and Forward
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Holdings ("Merger Sub"), pursuant to which Holdings will acquire (the "Dex Media
Acquisition") the Target;

                  WHEREAS, the Dex Media Acquisition will be effected by merging
(the "Merger") the Target with and into Merger Sub with Merger Sub being the
survivor of the Merger;

                  WHEREAS, Holdings and the Borrower intend to finance the Dex
Media Acquisition, related transactions and the related fees and expenses with
(a) the issuance of approximately 36.3 million new shares of common stock of
Holdings, (b) up to $503,000,000 from incremental senior secured term loan
facilities to be made available under the Dex West Credit Agreement (as defined
below), (c) up to $2,292,000,000 in cash proceeds from the issuance by Holdings
(or a finance vehicle subsidiary as the initial issuer thereof) of senior notes,
and (d) up to $250,000,000 in cash proceeds from the issuance by the Target (or
a finance vehicle subsidiary as the initial issuer thereof) of senior notes (the
foregoing clauses (a) through (d), the "Financing Transactions");

                  WHEREAS, (a) Holdings intends to redeem (the "Preferred Stock
Redemption") its Preferred Stock (as defined below) and (b) the Borrower intends
to repurchase (the "Notes Repurchase"; together with the Preferred Stock
Redemption and the Financing Transactions, the "Transaction") its outstanding
Senior Unsecured Notes (as defined below);



                                                                               2

                  WHEREAS, the Borrower intends to finance the Notes Repurchase
with up to $350,000,000 of new Tranche D-1 term loans (the "Tranche D-1 Term
Loans") to be made pursuant to this Agreement;

                  WHEREAS, Holdings and the Borrower have requested that the
Existing Lenders amend and restate the Existing Credit Agreement as provided in
this Agreement and that the Lenders make available the Tranche D-1 Term Loans in
order to, among other things, finance the Notes Repurchase and pay related fees
and expenses and to permit the consummation of the Dex Media Acquisition; and

                  WHEREAS, the Lenders are willing to provide the Tranche D-1
Term Loans and amend and restate the Existing Credit Agreement on the terms and
conditions set forth herein.

                  Now, therefore, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1. Defined Terms. As used in this Agreement, the terms
listed in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.

                  "Addendum": an instrument, substantially in the form of
Exhibit J, by which a Lender becomes a party to or otherwise consents to this
Agreement as of the Closing Date and, in the case of a Revolving Lender, its
previously delivered Addendum.

                  "Additional Senior Subordinated Debt": any Indebtedness of the
Borrower having substantially the same terms and conditions as the Senior
Subordinated Notes (but in no event with an earlier maturity) and any Guarantee
Obligations of any Subsidiary Guarantor or Holdings in respect of such
Indebtedness; provided that such Guarantee Obligations are subordinated to the
same extent as the obligations of the Borrower in respect of the Senior
Subordinated Notes.

                  "Additional Senior Subordinated Debt Documents": the
agreements pursuant to which any Additional Senior Subordinated Debt is issued.

                  "Additional Senior Unsecured Debt Documents": the agreements
pursuant to which any Additional Senior Unsecured Notes are issued.

                  "Additional Senior Unsecured Notes": any Indebtedness of the
Borrower having substantially the same terms and conditions as the Senior
Unsecured Notes (but in no event with an earlier maturity) and any Guarantee
Obligations of any Subsidiary Guarantors or Holdings in respect of such
Indebtedness having substantially the same terms and conditions as the Guarantee
Obligations relating to the Senior Unsecured Notes.

                  "Adjustment Date": as defined in the Pricing Grid.

                  "Administrative Agent": as defined in the recitals to this
Agreement.

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
Persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.



                                                                               3

                  "Agents": the collective reference to the Syndication Agent,
the Co-Documentation Agents, the Lead Arrangers and the Administrative Agent.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

                  "Agreement": this Second Amended and Restated Credit
Agreement.

                  "Allocable Share": with respect to any amount, prior to the
Dex Media Acquisition Effective Date, 100% of such amount and, on or after the
Dex Media Acquisition Effective Date, 55% of such amount.

                   "Allocated Expenditure Use Amounts": at any time, an amount
equal to the sum (in each case, solely to the extent that the following are made
or paid after December 5, 2003 in reliance upon Permitted Acquisition Reserve
Amounts) of (i) the consideration for all Permitted Acquisitions, (ii) the
aggregate amount of Restricted Payments made pursuant to Section 8.6(c) and, to
the extent made in reliance on borrowings of Tranche C Term Loans or Designated
Additional Indebtedness, Section 8.6, (iii) the aggregate amount expended to
redeem, repurchase or prepay Indebtedness to the extent permitted under Section
8.9, (iv) the aggregate amount of any Investments made pursuant to Section
8.8(n) and (v) the Permitted Acquisition Reserve Amounts at the time such
Permitted Acquisition is consummated.

                  "Applicable Margin": for each Type of Loan, the rate per annum
set forth below:



                                       Eurodollar Loans          Base Rate Loans
                                       ----------------          ---------------
                                                           
Revolving Loans and Swingline Loans          2.00%                    1.00%
Tranche A-2 Term Loans                       2.00%                    1.00%
Tranche A-3 Term Loans                       1.75%                    0.75%
Tranche D Term Loans                         1.75%                    0.75%
Tranche D-1 Term Loans                       1.50%                    0.50%


provided, that, on and after the first Adjustment Date occurring after the
Original Closing Date (in the case of Revolving Loans, Swingline Loans and
Tranche A-2 Term Loans) or December 6, 2004 (in the case of Tranche A-3 Term
Loans), the Applicable Margin with respect to Revolving Loans, Swingline Loans,
Tranche A-2 Term Loans and Tranche A-3 Term Loans will be determined pursuant to
the Pricing Grid and provided, further, that (a) if at any time the Applicable
Margin with respect to any outstanding Tranche C Term Loans is more than (x)
0.25% greater than the Applicable Margin with respect to Tranche D Term Loans or
(y) more than 0.50% greater than the Applicable Margin with respect to Tranche
D-1 Term Loans, the Applicable Margin with respect to Tranche D Term Loans and
Tranche D-1 Term Loans, as applicable, shall be increased such that the
Applicable Margin with respect to such Tranche D Term Loans and Tranche D-1 Term
Loans, as applicable, is equal to the margins applicable to each Type of Tranche
C Term Loan minus 0.25% and 0.50%, respectively, and (b) solely for the purpose
of determining any adjustment to the Applicable Margin with respect to Tranche D
Term Loans or



                                                                               4

Tranche D-1 Term Loans required by clause (b) above, the Applicable Margin with
respect to Tranche C Term Loans shall reflect any original issue discount
("OID") applicable to the Tranche C Term Loans (with OID being equated to
Applicable Margin based on an assumed four-year life to maturity).

                    "Asset Sale": any (a) Disposition of property or series of
related Dispositions of property (excluding any such Disposition permitted by
clause Section 8.5 (other than clause (j) thereof)) that yields gross proceeds
to any Group Member (valued at the initial principal amount thereof in the case
of non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of
$1,000,000 and (b) any transfer of Securitization Assets in a Securitization
(and any subsequent transfer of Securitization Assets that results in any
increase in the aggregate funded amount of any Securitization over the greatest
aggregate funded amount previously outstanding thereunder), provided that a
payment obligation pursuant to Section 4.2(c) shall only exist with respect to a
Securitization to the extent the aggregate funded amount of all such
Securitizations outstanding at the time of determination exceeds the aggregate
amount of prepayments of Term Loans previously made hereunder in respect of
Securitizations.

                  "Assignee": as defined in Section 11.6(b).

                  "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit E.

                  "Available Revolving Commitment": as to any Revolving Lender
at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment then in effect over (b) such Lender's Revolving Extensions
of Credit then outstanding; provided that, in calculating any Lender's Revolving
Extensions of Credit for the purpose of determining such Lender's Available
Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of
Swingline Loans then outstanding shall be deemed to be zero.

                  "Base PHD": (a) prior to the Dex Media Acquisition Effective
Date, up to $650,000,000 of aggregate principal amount of Permitted Holdings
Debt at any time outstanding together with any Guarantee Obligations of Holdings
of the obligations of any Finance Company described in Section 8A.1(a)(ii)(v))
and (b) on or after the Dex Media Acquisition Effective Date, up to
$2,650,000,000 of aggregate principal amount of Permitted Holdings Debt at any
time outstanding.

                  "Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 0.50%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office in New York City (the
Prime Rate not being intended to be the lowest rate of interest charged by the
Administrative Agent in connection with extensions of credit to debtors). Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

                  "Base Rate Loans": Loans the rate of interest applicable to
which is based upon the Base Rate.

                  "Benefitted Lender": as defined in Section 11.7(a).

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).



                                                                               5

                  "Borrower": as defined in the preamble to this Agreement.

                  "Borrower's Portion of Excess Cash Flow": with respect to each
fiscal year of the Borrower ending on or after December 31, 2003, the portion of
Excess Cash Flow for such fiscal year which is not required to be used to prepay
Term Loans or to reduce Revolving Commitments pursuant to Section 4.2(d) (or, in
the case of the fiscal year ended December 31, 2003, the analogous provision of
the Original Credit Agreement).

                  "Borrowing Date": any Business Day specified by the Borrower
as a date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

                  "Business": as defined in Section 5.16(b).

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close, provided, that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.

                  "Capital Lease Obligations": as to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Closing Date": the date on which the conditions precedent set
forth in Section 6.1 shall have been satisfied, which date is December 13, 2005.

                  "Co-Documentation Agents": as defined in the preamble to this
Agreement.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Collateral Agent": Deutsche Bank Trust Company Americas, in
its capacity as collateral agent under the Security Documents.

                  "Commitment": as to any Lender, the sum of the Tranche D-1
Term Commitment and the Revolving Commitment of such Lender.

                  "Commitment Fee Rate": 0.375% per annum.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001(14) of ERISA or is part of a group that includes the Borrower
and that is treated as a single employer under Section 414 of the Code.



                                                                               6

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

                  "Conduit Lender": any special purpose entity organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument,
subject to the consent of the Administrative Agent and the Borrower (which
consent shall not be unreasonably withheld); provided, that the designation by
any Lender of a Conduit Lender shall not relieve the designating Lender of any
of its obligations to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the designating Lender (and not
the Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or
11.5 than the designating Lender would have been entitled to receive in respect
of the extensions of credit made by such Conduit Lender or (b) be deemed to have
any Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum, dated November 2005, furnished to the Lenders.

                  "Consolidated Capital Expenditures": for any period, the
aggregate of all expenditures by the Borrower and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of the Borrower and its Subsidiaries.

                  "Consolidated Current Assets": at any date, all amounts (other
than cash and Permitted Investments) that would, in conformity with GAAP, be set
forth opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date.

                  "Consolidated Current Liabilities": at any date, all amounts
that would, in conformity with GAAP, be set forth opposite the caption "total
current liabilities" (or any like caption) on a consolidated balance sheet of
the Borrower and its Subsidiaries at such date, but excluding (a) the current
portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without
duplication of clause (a) above, all Indebtedness consisting of Revolving Loans
or Swingline Loans to the extent otherwise included therein.

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) interest expense, amortization or writeoff of
debt discount and debt issuance costs and commissions, discounts and other fees
and charges associated with Indebtedness (including the Loans), (c) depreciation
and amortization expense, (d) any extraordinary charges or losses determined in
accordance with GAAP, (e) non-cash compensation expenses arising from the
issuance of stock, options to purchase stock and stock appreciation rights to
the management of the Borrower, (f) any other non-cash charges (including
charges against goodwill), non-cash expenses or non-cash losses of the Borrower
or any of its Subsidiaries for such period (excluding any such charge, expense
or loss incurred in the ordinary course of business that constitutes an accrual
of or a reserve for cash charges for any future period), (g) restructuring and
synergy charges incurred during the fiscal periods ending on or prior to
December 31, 2007 in connection with the Dex Media Acquisition in an aggregate
amount not exceeding $25,000,000 and (h) all non-recurring charges consisting of
(i) severance costs associated with a restructuring, (ii) payments of customary
investment and commercial banking fees and expenses, (iii) cash premiums or
penalties payable in connection with the early extinguishment of Indebtedness
and (iv) corporate relocation expenses; provided, however, that cash



                                                                               7

payments made in such period or in any future period in respect of such non-cash
charges, expenses or losses (excluding any such charge, expense or loss incurred
in the ordinary course of business that constitutes an accrual of or a reserve
for cash charges for any future period) shall be subtracted from Consolidated
Net Income in calculating Consolidated EBITDA in the period when such payments
are made, and minus, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (a) interest income, (b) any
extraordinary income or gains determined in accordance with GAAP and (c) any
other non-recurring or non-cash income (excluding any items that represent the
reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period that are described in the parenthetical to clause (f) above), all
as determined on a consolidated basis, provided that, for purposes of Section
8.1 and with respect to any period ending prior to September 30, 2005,
Consolidated EBITDA shall be calculated on a pro forma basis giving effect to
(i) the consummation of the SBC Acquisition, (ii) the Loans made (or otherwise
outstanding) on the Original Closing Date and the use of proceeds thereof and
(iii) the payment of fees and expenses in connection with the foregoing as if
such events occurred on the first day of the relevant period. For the purposes
of calculating Consolidated EBITDA for any period of four consecutive fiscal
quarters (each, a "Reference Period") pursuant to any determination of the
Consolidated Leverage Ratio, (i) if at any time during such Reference Period the
Borrower or any Subsidiary shall have made any Material Disposition, the
Consolidated EBITDA for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property that
is the subject of such Material Disposition for such Reference Period or
increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference
Period the Borrower or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after giving
pro forma effect thereto as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, "Material Acquisition"
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) would have increased or decreased Consolidated EBITDA for
the most recent period of four consecutive fiscal quarters for which financial
statements are available by more than $1,000,000; and "Material Disposition"
means any Disposition of property or series of related Dispositions of property
that contributed more than $1,000,000 to Consolidated EBITDA for the most recent
period of four consecutive fiscal quarters for which financial statements are
available.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

                  "Consolidated Interest Expense": for any period, the sum of
(a) total cash interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to
letters of credit, bankers' acceptance financing and Securitizations and net
costs under Hedge Agreements in respect of interest rates to the extent such net
costs are allocable to such period in accordance with GAAP) and (b) the amount
of dividends paid by the Borrower during such period pursuant to Section 8.6(j).

                  "Consolidated Leverage Ratio": at any time, the ratio of (a)
Consolidated Total Debt at such time to (b) Consolidated EBITDA for the period
of four consecutive fiscal quarters ended on the last day of the most recently
completed fiscal quarter for which financial statements have been delivered
pursuant to Section 7.1.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a



                                                                               8

Subsidiary of the Borrower or is merged into or consolidated with the Borrower
or any of its Subsidiaries, (b) the income (or deficit) of any Person (other
than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest (including the portion of Consolidated
Net Income allocable to minority interests in unconsolidated Persons to the
extent that cash distributions have not actually been received from such
Persons), except to the extent that any such income is actually received by the
Borrower or such Subsidiary in the form of dividends or similar distributions
and (c) the undistributed earnings of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time permitted by the terms of any Contractual
Obligation (other than under any Loan Document) or Requirement of Law applicable
to such Subsidiary, (d) all non-cash accounting adjustments attributable to the
application of purchase method accounting of the SBC Acquisition in accordance
with GAAP and (e) any non-cash impact of the reduction in deferred revenue as a
result of the fair value exercise undertaken as required by the purchase method
of accounting for the transactions contemplated by the SBC Acquisition Agreement
in accordance with GAAP, during the twelve consecutive months following the
consummation of the SBC Acquisition.

                  "Consolidated Senior Secured Debt": all Consolidated Total
Debt that is secured by a Lien on any assets of the Borrower or its
Subsidiaries.

                  "Consolidated Senior Secured Leverage Ratio": at any time, the
ratio of (a) Consolidated Senior Secured Debt at such time to (b) Consolidated
EBITDA for the period of four consecutive fiscal quarters ended on the last day
of the most recently completed fiscal quarter for which financial statements
have been delivered pursuant to Section 7.1.

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP, provided
that the amount of such Indebtedness shall be without regard to the effects of
the purchase method of accounting requiring that the amount of such Indebtedness
be valued at its fair market value instead of its outstanding principal amount.

                  "Consolidated Working Capital": at any date, Consolidated
Current Assets on such date minus Consolidated Current Liabilities on such date
(which shall be positive if Consolidated Current Assets are greater than
Consolidated Current Liabilities and negative if Consolidated Current Assets are
less than Consolidated Current Liabilities).

                  "Continuing Directors": the directors of Holdings on the
Closing Date, and each other director, if, in each case, such other director's
nomination for election to the board of directors of Holdings is recommended by
at least 66-2/3% of the then Continuing Directors.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Default": any of the events specified in Section 9, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Designated Additional Indebtedness": any Additional Senior
Unsecured Notes or Additional Senior Subordinated Debt incurred pursuant to
Section 8.2(a)(xv) and designated, at the time of the incurrence thereof, by the
Borrower as being incurred for one or more of the permitted uses of the Tranche
C Term Loans under this Agreement by written notice to such effect by the
Borrower to the Administrative Agent; provided that the aggregate amount of
Additional Senior Unsecured Notes and



                                                                               9

Additional Senior Subordinated Debt which may be designated as Designated
Additional Indebtedness pursuant to this Agreement shall not exceed
$400,000,000.

                  "Dex Media Acquisition": the acquisition of Target pursuant to
the Merger Agreement.

                  "Dex Media Acquisition Documentation": collectively, the
Merger Agreement and all schedules, exhibits and annexes thereto and all side
letters and agreements affecting the terms thereof or entered into in connection
therewith.

                  "Dex Media Acquisition Effective Date": the date on which the
Dex Media Acquisition is consummated pursuant to the Merger Agreement; provided
that no material provision of the Merger Agreement shall have been waived,
amended, supplemented or otherwise modified in a manner that is material and
adverse to the Lenders without the consent of JPMorgan Chase Bank, N.A., which
consent shall not be unreasonably withheld or delayed.

                  "Dex West Credit Agreement": the Credit Agreement, dated as of
September 9, 2003, as amended, among the Target, Dex Media West, Inc., Dex Media
West LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and others.

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.

                  "Dollars" and "$": dollars in lawful currency of the United
States.

                  "Domestic Subsidiary": any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States.

                  "ECF Percentage": in the event that the Consolidated Leverage
Ratio as of the end of the relevant fiscal year is (i) equal to or greater than
5.0 to 1.0, 50% or (ii) less than 5.0 to 1.0, 0%.

                  "Environment": any indoor or outdoor surface, soil, surface
waters, groundwaters, land, sediments, surface or subsurface strata, ambient air
and any other environment medium or occupied space.

                  "Environmental Laws": any and all foreign, federal, state,
local or municipal laws, rules, orders, regulations, statutes, ordinances,
codes, decrees, requirements of any Governmental Authority or other Requirements
of Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health, natural resources or
the Environment, as now or may at any time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.



                                                                              10

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Administrative Agent or, in the absence of such
availability, by reference to the rate at which the Administrative Agent is
offered Dollar deposits at or about 10:00 A.M., New York City time, two Business
Days prior to the beginning of such Interest Period in the interbank eurodollar
market where its eurodollar and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein.

                  "Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

                  "Eurodollar Tranche": the collective reference to Eurodollar
Loans under a particular Facility the then current Interest Periods with respect
to all of which begin on the same date and end on the same later date (whether
or not such Loans shall originally have been made on the same day).

                  "Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net
Income for such fiscal year, (ii) the amount of all non-cash charges (including
depreciation, amortization and non-cash taxes) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working Capital for
such fiscal year, and (iv) the aggregate net amount of non-cash loss on the
Disposition of property by the Borrower and its Subsidiaries during such fiscal
year, to the extent deducted in arriving at such Consolidated Net Income over
(b) the sum, without duplication, of (i) the amount of all non-cash credits
included in arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal
year on account of Consolidated Capital Expenditures (excluding the principal
amount of Indebtedness incurred to finance such expenditures and any such
expenditures financed with the proceeds of any Reinvestment Deferred Amount),
(iii) the aggregate amount of all regularly scheduled principal payments of
Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made
during such fiscal year (other than in respect of any revolving credit facility
to the extent there is not an equivalent permanent reduction in commitments
thereunder), (iv) increases in Consolidated Working Capital for such fiscal
year, (v) the aggregate net amount of non-cash gain on the Disposition of
property by the Borrower and its Subsidiaries during such fiscal year (other
than sales of inventory in the ordinary course of business), to the extent
included in arriving at such Consolidated Net Income and (vi) restructuring and
synergy charges incurred during the fiscal periods ending on or prior to
December 31, 2007 in connection with the Dex Media Acquisition in an aggregate
amount not exceeding $25,000,000.

                  "Excess Cash Flow Application Date": as defined in Section
4.2(d).



                                                                              11

                  "Excess Funded Amount": as defined in Section 3.4 of the Old
First Amendment.

                  "Excluded Indebtedness": all Indebtedness permitted by Section
8.2(a), other than Indebtedness permitted by clause (xv) thereof, provided that
any Designated Additional Indebtedness shall also be Excluded Indebtedness.

                  "Existing Credit Agreement": as defined in the recitals to
this Agreement.

                  "Existing First Amendment": the First Amendment to the
Existing Credit Agreement, dated as of December 6, 2004.

                  "Existing Holdings Notes": the 6-7/8% Senior Notes of Holdings
due 2013.

                  "Existing Holdings Notes Indenture": the Indenture, dated as
of January 14, 2005, under which the Existing Holdings Notes were issued.

                  "Existing Lenders": as defined in the recitals to this
Agreement.

                  "Facility": each of (a) the Tranche A-2 Term Loans and the
Tranche A-3 Term Loans (collectively, the "Tranche A Term Facility"), (b) the
Tranche D Term Loans and the Tranche D-1 Term Loans (collectively, the "Tranche
D Term Facility") and (c) the Revolving Commitments and the extensions of credit
made thereunder (the "Revolving Facility").

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of
the quotations for the day of such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.

                  "Fee Payment Date": (a) the third Business Day following the
last day of each March, June, September and December and (b) the last day of the
Revolving Commitment Period.

                  "Finance Company": one or more subsidiaries of Holdings formed
for the purpose of being the initial issuer of debt securities that will become
Permitted Holdings Debt incurred in connection with the financing of the Dex
Media Acquisition and/or the Preferred Stock Redemption.

                  "Foreign Subsidiary": any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

                  "Funded Debt": as to any Person, all Indebtedness of such
Person that matures more than one year from the date of its creation or matures
within one year from such date but is renewable or extendible, at the option of
such Person, to a date more than one year from such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including
all current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of
its creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

                  "Funding Office": the office of the Administrative Agent
specified in Section 11.2 or such other office as may be specified from time to
time by the Administrative Agent as its funding office by written notice to the
Borrower and the Lenders.



                                                                              12

                  "GAAP": generally accepted accounting principles in the United
States as in effect from time to time. In the event that any Accounting Change
(as defined below) shall occur and such change results in a change in the method
of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Administrative Agent agree to negotiate in good faith
in order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for evaluating
the Borrower's financial condition shall be the same after such Accounting
Changes as if such Accounting Changes had not been made. Until such time as such
an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

                  "Goldman Sachs": Goldman Sachs Capital Partners 2000, L.P. and
its Affiliates.

                  "Goldman Stock Purchase and Support Agreement": the Stock
Purchase and Support Agreement, dated as of October 3, 2005, by and among
Holdings, the Borrower and the Stockholders of Holdings identified on Schedule A
thereto.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

                  "Group Members": the collective reference to the Borrower and
its Subsidiaries.

                  "Guarantee and Collateral Agreement": the Second Amended and
Restated Guarantee and Collateral Agreement to be executed and delivered by
Holdings, the Borrower and each Subsidiary Guarantor in favor of the Collateral
Agent, substantially in the form of Exhibit A.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such



                                                                              13

guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

                  "Guarantors": the collective reference to Holdings and the
Subsidiary Guarantors.

                  "Hedge Agreements": any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Hedge Agreement.

                  "Holdings": as defined in the preamble to this Agreement.

                  "Holdings Leverage Ratio": the Leverage Ratio (as such term is
defined in the Existing Holdings Notes Indenture as in effect on the Closing
Date without giving effect to any amendment or modification thereto).

                  "Holdings Permitted Acquisition": any acquisition by Holdings
of all or any portion of the assets of, or all or any portion of the Capital
Stock in, or other investment in, a Person (including without limitation joint
ventures) or division or line of business of a Person if, at the time of and
immediately after giving effect thereto, (x) no Default or Event of Default has
occurred and is continuing or would result therefrom, (y) all transactions
related thereto are consummated in accordance with applicable laws and (z) in
case of an acquisition of assets, such assets (other than assets to be retired
or disposed of) are to be used, and in the case of an acquisition of any Capital
Stock, the Person so acquired is engaged, in the same line of business as that
of Holdings or a line of business reasonably related thereto.

                  "Holdings Permitted Encumbrances": any

                           (i) Liens for taxes not yet due or that are being
                  contested in good faith by appropriate proceedings, provided
                  that adequate reserves with respect thereto are maintained on
                  the books of Holdings in conformity with GAAP;

                           (ii) carriers', warehousemen's, mechanics',
                  materialmen's, repairmen's or other like Liens arising in the
                  ordinary course of business that are not overdue for a period
                  of more than 30 days or that are being contested in good faith
                  by appropriate proceedings;

                           (iii) Liens arising solely by virtue of any statutory
                  or common law provisions relating to bankers' Liens, rights of
                  set-off or similar rights and remedies as to deposit accounts
                  or other funds maintained with a creditor depositary
                  institution;

                           (iv) pledges or deposits in connection with workers'
                  compensation, unemployment insurance and other social security
                  legislation;

                           (v) deposits to secure the performance of bids, trade
                  contracts (other than for borrowed money), leases, statutory
                  obligations, surety and appeal bonds, performance bonds and
                  other obligations of a like nature incurred in the ordinary
                  course of business;



                                                                              14

                           (vi) easements, rights-of-way, restrictions and other
                  similar encumbrances incurred in the ordinary course of
                  business that, in the aggregate, are not substantial in amount
                  and that do not in any case materially detract from the value
                  of the property subject thereto or materially interfere with
                  the ordinary conduct of the business of Holdings;

                           (vii) any Lien existing on any property or asset
                  prior to the acquisition thereof by Holdings or existing on
                  any property or asset of any Person that becomes a Subsidiary
                  of Holdings after the date hereof prior to the time such
                  Person becomes a Subsidiary of Holdings; provided that (A)
                  such Lien is not created in contemplation of or in connection
                  with such acquisition or such Person becoming a Subsidiary of
                  Holdings, as the case may be, (B) such Lien shall not apply to
                  any other property or assets of Holdings and (C) such Lien
                  shall secure only those obligations which it secures on the
                  date of such acquisition or the date such Person becomes a
                  Subsidiary of Holdings, as the case may be;

                           (viii) any interest or title of a lessor under any
                  lease entered into by Holdings or any other Subsidiary of
                  Holdings in the ordinary course of its business and covering
                  only the assets so leased;

                           (ix) any provision for the retention of title to any
                  property by the vendor or transferor of such property, which
                  property is acquired by Holdings or a Subsidiary of Holdings
                  in a transaction entered into in the ordinary course of
                  business of Holdings or such Subsidiary of Holdings and for
                  which kind of transaction it is normal market practice for
                  such retention of title provision to be included;

                           (x) Liens arising by means of any judgment of any
                  court to the extent not otherwise resulting in a Default;
                  provided that any such Lien is released within 30 days
                  following the creation thereof;

                           (xi) Liens in favor of the purchasers of Permitted
                  Holdings Debt and/or an escrow agent on the proceeds of such
                  debt during the period during which such proceeds are held in
                  escrow; and

                           (xii) Liens not otherwise permitted hereunder so long
                  as neither (A) the aggregate outstanding principal amount of
                  the obligations secured thereby nor (B) the aggregate fair
                  market value (determined as of the date such Lien is incurred)
                  of the assets subject thereto exceeds (as to Holdings and all
                  Subsidiaries of Holdings) $50,000,000 at any one time.

                  "Immaterial Subsidiary": any Subsidiary of the Borrower with
total assets not exceeding $1,000,000; provided that the aggregate total assets
of all Immaterial Subsidiaries shall not exceed $5,000,000 at any time.

                  "Indebtedness": of any Person at any date, without
duplication, (a) the principal of and premium on (if any, and to the extent such
premium has become due) all indebtedness of such Person for borrowed money, (b)
all obligations of such Person for the deferred purchase price of property or
services (other than (i) current trade payables incurred in the ordinary course
of such Person's business, (ii) customary indemnification obligations entered
into in connection with an acquisition or Disposition permitted under this
Agreement and (iii) customary purchase price adjustments based on differences
between estimated assets or liabilities at closing and subsequent final
determination of such assets or liabilities following closing), (c) all
obligations of such Person evidenced by notes, bonds, debentures or



                                                                              15

other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property) (other than customary indemnification obligations
entered into in connection with an acquisition or Disposition permitted under
this Agreement), (e) all Capital Lease Obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds or
similar arrangements, (g) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (f) above, (h) all
obligations of the kind referred to in clauses (a) through (g) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts and
contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation (the amount of such obligations
with respect to such Person being deemed to be the lesser of the value of such
property and the amount of obligations so secured), and (i) for the purposes of
Sections 8.2 and 9(e) only, all obligations of such Person in respect of Hedge
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefore.

                  "Indebtedness Measurement Date": as defined in Section
8.2(a)(viii).

                  "Indemnified Liabilities": as defined in Section 11.5.

                  "Indemnitee": as defined in Section 11.5.

                  "Independent Financial Advisor": an accounting, appraisal or
investment banking firm of national standing or any third party appraiser or
recognized expert with experience in appraising the terms and conditions of the
type of transaction or series of related transactions for which an opinion is
required; provided that such firm or appraiser is not an Affiliate of the
Borrower.

                  "Initial Base PHD": Permitted Holdings Debt existing on the
Closing Date and senior notes of Holdings in an aggregate principal amount of up
to $2,292,000,000 issued in connection with the Dex Media Acquisition and/or the
Preferred Stock Redemption.

                  "Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": the collective reference to all
rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or otherwise,
including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, technology, know-how and processes, and all rights to sue at
law or in equity for any infringement or other impairment thereof, including the
right to receive all proceeds and damages therefrom.

                  "Interest Payment Date": (a) as to any Base Rate Loan (other
than any Swingline Loan), the last day of each March, June, September and
December to occur while such Loan is outstanding and the final maturity date of
such Loan, (b) as to any Eurodollar Loan with an Interest Period of three months
or less, the last day of such Interest Period, and as to any Eurodollar Loan
with an Interest Period longer



                                                                              16

than three months, each day that is three months (and, if applicable, each day
that is six, nine or twelve months) after the first day of such Interest Period
and the last day of such Interest Period, (c) as to any Loan (other than any
Revolving Loan that is a Base Rate Loan and any Swingline Loan), the date of any
repayment or prepayment made in respect thereof and (d) as to any Swingline
Loan, the day that such Loan is required to be paid.

                  "Interest Period": as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six or (with
the prior consent of all Lenders under the relevant Facility and subject to
certain administrative procedures to be determined by the Administrative Agent)
nine or twelve months thereafter, as selected by the Borrower in its notice of
borrowing or notice of conversion, as the case may be, given with respect
thereto; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three or six or (if available to all Lenders under the relevant Facility)
nine or twelve months thereafter, as selected by the Borrower by irrevocable
notice to the Administrative Agent no later than 11:00 A.M., New York City time,
on the date that is three Business Days prior to the last day of the then
current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

                        (i) if any Interest Period would otherwise end on a day
                  that is not a Business Day, such Interest Period shall be
                  extended to the next succeeding Business Day unless the result
                  of such extension would be to carry such Interest Period into
                  another calendar month in which event such Interest Period
                  shall end on the immediately preceding Business Day;

                        (ii) the Borrower may not select an Interest Period
                  under a particular Facility that would extend beyond the
                  Revolving Termination Date or beyond the date final payment is
                  due on the Tranche A-2 Term Loans or the Tranche D Term Loans,
                  as the case may be;

                        (iii) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month; and

                        (iv) the Borrower shall select Interest Periods so as
                  not to require a payment or prepayment of any Eurodollar Loan
                  during an Interest Period for such Loan.

                  "Investments": as defined in Section 8.8.

                  "Issuing Lender": the Administrative Agent or any Affiliate
thereof (including Deutsche Bank AG, New York Branch), or any other Lender which
at the request of the Borrower and with the consent of the Administrative Agent
agrees to become an Issuing Lender; provided, however, that until the
Administrative Agent notifies the Borrower otherwise, neither the Administrative
Agent or its Affiliates (including Deutsche Bank AG, New York Branch) shall be
obligated to issue any Letter of Credit other than a standby Letter of Credit.
In the event there is more than one Issuing Lender, each reference to the
"Issuing Lender" in this Agreement and the other Loan Documents shall, where
appropriate, be deemed to be a reference to each Issuing Lender.

                  "L/C Commitment": $25,000,000.



                                                                              17

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit that have not then been reimbursed pursuant to Section 3.11.

                  "L/C Participants": the collective reference to all the
Revolving Lenders other than the Issuing Lender.

                  "Lead Arrangers": as defined in the recitals to this
Agreement.

                  "Lenders": as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

                  "Letter of Credit Request": a Letter of Request, substantially
in the form of Exhibit L, submitted by the Borrower to the Issuing Lender to
request the issuance of a Letter of Credit.

                  "Letters of Credit": as defined in Section 3.7(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement, any Letter of Credit
Requests, the Security Documents and the Promissory Notes.

                  "Loan Party": Holdings and each Group Member that is a party
to a Loan Document.

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than
50% of the Total Revolving Commitments).

                  "Mandatory Prepayment Date":  as defined in Section 4.2(h).

                  "Material Adverse Effect": a material adverse effect on (a)
the business, assets, property, operations, condition (financial or otherwise),
contingent liabilities or material agreements of the Borrower and its
Subsidiaries, taken as a whole, or (b) the validity or enforceability of this
Agreement or any of the other Loan Documents or the rights or remedies of the
Agents or the Lenders hereunder or thereunder.

                  "Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including asbestos, polychlorinated
biphenyls and urea-formaldehyde insulation.

                  "Merger Agreement": as defined in the recitals to this
Agreement.



                                                                              18

                  "Merger Sub": as defined in the recitals to this Agreement.

                  "Moody's": Moody's Investors Service, Inc.

                  "Mortgaged Properties": the real properties listed on Schedule
1.1, as to which the Collateral Agent for the benefit of the Administrative
Agent and the Lenders have been granted a Lien pursuant to the Mortgages.

                  "Mortgages": each of the mortgages and deeds of trust made by
any Loan Party in favor of, or for the benefit of, the Administrative Agent for
the benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).

                  "Multiemployer Plan": a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Permitted
Investments (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or by the Disposition of any non-cash consideration
received in connection therewith or otherwise, but only as and when received) of
such Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset that
is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to a Security Document) and other customary fees and expenses actually
incurred in connection therewith; net of taxes paid or reasonably estimated to
be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements); and net of reasonable
reserves in respect of post-closing adjustments and escrows (such reserves and
escrowed amounts shall be disclosed to the Administrative Agent at the time
taken or made and shall be deemed to be "Net Cash Proceeds" when such reserves
and escrowed amounts are no longer required to be maintained) and (b) in
connection with any issuance or sale of Capital Stock or any incurrence of
Indebtedness, the cash proceeds received from such issuance or incurrence, net
of attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses actually
incurred in connection therewith.

                  "New Lender": as defined in Section 4.16.

                  "Non-Cash Pay Holdings Debt": Indebtedness of Holdings which
(i) does not mature or amortize, and is not mandatorily redeemable, in whole or
in part, or required to be repurchased or reacquired, in whole or in part, by
Holdings (unless such redemption is required only if and to the extent then
permitted by this Agreement), and which does not require any payment of cash
interest, in each case prior to the date that is six months after the Tranche D
Maturity Date, (ii) is not secured by any assets of Holdings, the Borrower or
any Subsidiary, (iii) is not Guaranteed by the Borrower or any Subsidiary and
(iv) is not exchangeable or convertible into Indebtedness of Holdings, the
Borrower or any Subsidiary or any preferred stock or other Equity Interest
(other than common equity of Holdings or Non-Cash Pay Preferred Stock).

                  "Non-Cash Pay Preferred Stock": preferred stock of Holdings
which (i) is not mandatorily redeemable, in whole or part, or required to be
repurchased or reacquired, in whole or part, by (A) Holdings (unless such
redemption is required only if and to the extent then permitted by this
Agreement) or (B) the Borrower or any Subsidiary, and which do not require any
payment of cash dividend or distributions, in each case, prior to the date that
is six months after the Tranche D Maturity



                                                                              19

Date, (ii) are not secured by any assets of Holdings, the Borrower or any
Subsidiary, (iii) are not guaranteed by the Borrower or any Subsidiary and (iv)
are not exchangeable or convertible into Indebtedness of Holdings or any
Subsidiary (other than Non-Cash Pay Holdings Debt) or any preferred stock or
other Capital Stock of Holdings, the Borrower or any Subsidiary (other than
common equity of Holdings or Non-Cash Pay Preferred Stock).

                  "Non-Excluded Taxes": as defined in Section 4.10(a).

                  "Non-U.S. Lender": as defined in Section 4.10(d).

                  "Notes": the Senior Subordinated Notes and the Senior
Unsecured Notes.

                  "Notes Call": the redemption of the Senior Unsecured Notes
pursuant to the call provisions of the Senior Unsecured Notes Indenture.

                  "Notes Indentures": the Senior Subordinated Notes Indenture
and the Senior Unsecured Notes Indenture, collectively.

                  "Notes Repurchase": as defined in the recitals to this
Agreement.

                  "Obligations": the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans and all other
obligations and liabilities of the Borrower to any Agent or to any Lender (or,
in the case of Specified Hedge Agreements, any affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, the Letters of Credit, any
Specified Hedge Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to any Agent or to any Lender that
are required to be paid by the Borrower pursuant hereto) or otherwise; provided,
that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge
Agreement shall be secured and guaranteed pursuant to the Security Documents
only to the extent that, and for so long as, the other Obligations are so
secured and guaranteed and (ii) any release of Collateral or Guarantors effected
in the manner permitted by this Agreement shall not require the consent of
holders of obligations under Specified Hedge Agreements.

                  "Old First Amendment": the First Amendment to the Original
Credit Agreement, dated as of December 5, 2003.

                  "Optional Prepayment Date": as defined in Section 4.1(b).

                  "Optional Tranche D Prepayment Amount": as defined in Section
4.1(b).

                  "Original Credit Agreement": the Credit Agreement, dated as of
December 6, 2002, among Holdings, the Borrower, R.H. Donnelley Finance
Corporation II, as special purpose borrower, the several banks and other
financial institutions or entities parties thereto, the documentation agents and
syndication agents named therein, and Deutsche Bank Trust Company Americas, as
administrative agent.

                  "Original Closing Date": as defined in the recitals to this
Agreement.



                                                                              20

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

                  "Participant": as defined in Section 11.6(c).

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

                  "Permitted Acquisition": any acquisition, whether in a single
transaction or series of related transactions, by the Borrower or any one or
more Domestic Subsidiaries, or any combination thereof, of all or a substantial
part of the assets, or a going concern business or division, of any Person
organized under the laws of any jurisdiction within the United States and
conducting substantially all of its business therein, whether through purchase
of assets or securities, by merger or otherwise (it being understood that the
assets of such Person may include foreign assets (including Capital Stock of
Subsidiaries) that are not a material portion of the assets acquired); provided
that:

                  (a) both before and immediately after giving effect to such
acquisition, no Default or Event of Default shall have occurred and be
continuing;

                  (b) the Person whose assets, securities or equity interests
are being acquired is engaged in the same line of business activity as the
Borrower and its Subsidiaries and businesses reasonably related thereto in
compliance with Section 8.16 and such acquisition is initiated and completed
with the approval of the board of directors (or other analogous body) of such
Person or otherwise on a friendly basis;

                  (c) immediately after giving effect to such acquisition, the
Borrower shall be in compliance with the ratios set forth in Section 8.1
opposite the period in which the date of proposed consummation of such
acquisition falls (the "Transaction Date") (and, for purposes of determining
such compliance, "Consolidated EBITDA" and the "Consolidated Interest Coverage
Ratio" shall each be as in effect on the last day of the fiscal quarter most
recently ended on or prior to such Transaction Date for which financial
statements have been delivered pursuant to Section 7.1 and adjusted to give
effect to the proposed acquisition as if it had occurred on the first day of the
relevant period for testing compliance and "Consolidated Total Debt" and
"Consolidated Senior Secured Debt" shall be as in effect on such Transaction
Date and assuming the proposed acquisition had been consummated);

                  (d) if immediately after giving effect to such acquisition,
the Borrower shall have any additional Subsidiaries, (i) such additional
Subsidiaries shall be Domestic Subsidiaries (except for Foreign Subsidiaries
that, together with all other foreign assets acquired, are not a material
portion of the assets acquired) and (ii) the Borrower shall have complied, and
shall have caused such additional Subsidiaries to have complied, with the
provisions of Section 7.10 with respect thereto; and

                  (e) the Borrower has delivered to the Administrative Agent a
certificate of a Responsible Officer certifying compliance (with supporting
information in reasonable detail) with the conditions set forth above and in
Section 8.8 in connection with such acquisition.

                  "Permitted Acquisition Reserve Amounts": at any time, an
amount equal to (a) the sum (in each case, if applicable, to the extent the
following items occur after December 5, 2003 and are not required to be used to
prepay Term Loans and reduce Revolving Commitments pursuant to Section 4.2) of
(i) 100% of the Net Cash Proceeds of any issuance of Capital Stock by any Group
Member (other than



                                                                              21

issuances of Capital Stock to any Group Member), (ii) 100% of the Net Cash
Proceeds from borrowings of Tranche C Term Loans, (iii) 100% of the Net Cash
Proceeds from the issuance of Additional Senior Subordinated Debt and Additional
Senior Unsecured Notes and (iv) an amount equal to the sum of the Borrower's
Portion of Excess Cash Flow for each fiscal year ending after December 5, 2003
minus (b) the amount of Allocated Expenditure Use Amounts at such time.

                  "Permitted Asset Swap": any transfer of properties or assets
of the Borrower or any of its Subsidiaries in which at least 90% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in the business of publishing yellow pages
directories and the sale of advertising in connection therewith; provided that
the aggregate fair market value (as determined in good faith by the board of
directors of the Borrower and the board of directors of Holdings) of the
properties or assets being transferred by the Borrower or such Subsidiary (a) is
not greater than the aggregate fair market value (as determined in good faith by
the board of directors of the Borrower and the board of directors of Holdings)
of the properties or assets received by the Borrower or such Subsidiary in such
exchange and (b) does not exceed, at the time such Permitted Asset Swap is
completed, together with the cumulative aggregate fair market value of all other
Permitted Asset Swaps completed prior to the date thereof, 15% of consolidated
net revenues of the Borrower and its Subsidiaries (as determined on a
consolidated basis in accordance with GAAP) for the last full fiscal year for
which financial statements have been delivered pursuant to Section 7.1;
provided, further, that with respect to any transaction or series of related
transactions that constitute a Permitted Assets Swap with an aggregate fair
market value in excess of $25,000,000, the Borrower, prior to consummation
thereof, shall be required to obtain a written opinion from an Independent
Financial Advisor to the effect that such transaction or series of related
transactions are fair from a financial point of view to the Borrower and its
Subsidiaries, taken as a whole.

                  "Permitted Business": the telephone and internet directory
services businesses and businesses reasonably related, incidental or ancillary
thereto.

                  "Permitted Holdings Debt": Indebtedness of Holdings, other
than Non-Cash Pay Holdings Debt, which (i) does not mature, and is not subject
to mandatory repurchase, redemption or amortization (other than pursuant to
customary asset sale or change in control provisions requiring redemption or
repurchase only if and to the extent then permitted by this Agreement), in each
case, prior to the date that is six months after the Tranche D Maturity Date,
(ii) is not secured by any assets of Holdings, the Borrower or any Subsidiary,
(iii) is not Guaranteed by the Borrower or any Subsidiary, (iv) is not
exchangeable or convertible into Indebtedness of Holdings (except other
Permitted Holdings Debt), the Borrower or any Subsidiary or any preferred stock
or other Capital Stock of Holdings, the Borrower or any Subsidiary (other than
common stock or Non-Cash Pay Preferred Stock of Holdings, provided that any such
exchange or conversion, if effected, would not result in an Event of Default
pursuant to Section 9(k)), (v) if subordinated, is subordinated to the
Obligations pursuant to a written instrument delivered, and reasonably
satisfactory, to the Administrative Agent or on terms substantially similar to
(and no less favorable in any significant respect to the Lenders than) the
subordination terms applicable to the Senior Subordinated Notes and (vi) is
issued solely for cash consideration and bears interest (which may be payable in
cash) at a fixed rate which represents a market rate of interest for such
Permitted Holdings Debt at the time of its issuance.

                  "Permitted Investments": any

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;



                                                                              22

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, a rating of at least A-1 from S&P or a rating of at least
         P-1 from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof which has a combined capital and surplus
         and undivided profits of not less than $500,000,000 and whose debt has
         a rating, at the time as of which any investment therein is made, of at
         least P-1 from Moody's or at least A-1 from S&P;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria
         described in clause (c) above; and

                  (e) shares of money market mutual or similar funds that invest
         exclusively in assets satisfying the requirements of clauses (a)
         through (d) above.

                  "Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

                  "PHD Issuance Conditions": with respect to any issuance of
Permitted Holdings Debt, other than Initial Base PHD, the following conditions:

                  (a) at the time of such issuance, and after giving effect
         thereto, (i) no Default or Event of Default shall have occurred and be
         continuing, (ii) the Borrower shall be in Pro Forma Compliance and
         (iii) the Holdings Leverage Ratio shall not exceed 7.25 to 1.0; and

                  (b) at the time of such issuance, the Administrative Agent
         shall have received (i) copies of all indentures and other instruments
         evidencing or governing Permitted Holdings Debt, in each case certified
         by an executive officer of Holdings as being true, complete and
         correct, and (ii) a certificate of an executive officer of Holdings,
         dated the date of such issuance, confirming satisfaction of the
         applicable conditions set forth in clause (a) above and setting forth
         calculations, in reasonable detail, of Pro Forma Compliance and of the
         Holdings Leverage Ratio referred to above.

                  "Plan": at a particular time, any employee benefit plan that
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                  "Preferred Stock": the 8% redeemable convertible cumulative
preferred stock of Holdings issued to Goldman Sachs on November 25, 2002 and
January 3, 2003.

                  "Preferred Stock Redemption": as defined in the recitals to
this Agreement.

                  "Prepayment Option Notice": as defined in Section 4.1(b).

                  "Pricing Grid": the pricing grid attached hereto as Annex A.



                                                                              23

                  "Pro Forma Compliance": with respect to any event, that the
Borrower is in pro forma compliance with the financial covenants set forth in
Section 8.1 recomputed as if the event with respect to which Pro Forma
Compliance is being tested had occurred on the first day of each relevant period
with respect to which current compliance with such financial covenants would be
determined (for example, in the case of financial covenants based on
Consolidated EBITDA, as if such event had occurred on the first day of the four
fiscal quarter period ending on the last day of the most recent fiscal quarter
in respect of which financial statements have been delivered pursuant to Section
7.1(a) or (b)).

                  "Projections": as defined in Section 7.2(c).

                  "Promissory Notes": the collective reference to any promissory
note evidencing Loans.

                  "Properties": as defined in Section 5.16(a).

                  "Quarterly Excess Cash Flow": for any fiscal quarter of the
Borrower, (a) the sum, without duplication, of (i) Consolidated Net Income for
such fiscal quarter, (ii) the amount of all non-cash charges (including
depreciation, amortization and non-cash taxes) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working Capital for
such fiscal quarter, and (iv) the aggregate net amount of non-cash loss on the
Disposition of property by the Borrower and its Subsidiaries during such fiscal
quarter, to the extent deducted in arriving at such Consolidated Net Income less
(b) the sum, without duplication, of (i) the amount of all non-cash credits
included in arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal
quarter on account of Consolidated Capital Expenditures (excluding the principal
amount of Indebtedness incurred to finance such expenditures and any such
expenditures financed with the proceeds of any Reinvestment Deferred Amount),
(iii) the aggregate amount of all regularly scheduled principal payments of
Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made
during such fiscal quarter (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in
commitments thereunder), (iv) increases in Consolidated Working Capital for such
fiscal quarter, and (v) the aggregate net amount of non-cash gain on the
Disposition of property by the Borrower and its Subsidiaries during such fiscal
quarter (other than sales of inventory in the ordinary course of business), to
the extent included in arriving at such Consolidated Net Income.

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of any Group Member in excess of $1,000,000.

                  "Refinanced Revolving Commitments": as defined in Section
11.1.

                  "Refunded Swingline Loans": as defined in Section 3.4(b).

                  "Refunding Date": as defined in Section 3.4(c).

                  "Register": as defined in Section 11.6(b).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.11 for amounts drawn under
Letters of Credit.



                                                                              24

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member
in connection therewith that are not applied to prepay the Term Loans or reduce
the Revolving Commitments pursuant to Section 4.2(c) as a result of the delivery
of a Reinvestment Notice.

                  "Reinvestment Event": any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of an Asset Sale or Recovery Event to acquire, replace or repair fixed or
capital assets useful in its business or to finance a Permitted Acquisition.

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire,
replace or repair fixed or capital assets useful in the Borrower's business or
to finance a Permitted Acquisition.

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring 12 months after such
Reinvestment Event and (b) the date on which the Borrower shall have determined
not to, or shall have otherwise ceased to, acquire, replace or repair fixed or
capital assets useful in the Borrower's business or to effect a Permitted
Acquisition with all or any portion of the relevant Reinvestment Deferred
Amount.

                  "Release": any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, pouring, emitting, emptying,
escaping or leaching of any Materials of Environmental Concern into the
Environment (including the abandonment or discarding of barrels, containers or
other closed receptacles containing any Materials of Environmental Concern).

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

                  "Replacement Revolving Commitments": as defined in Section
11.1.

                  "Reportable Event": any of the events set forth in Section
4043(b) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. Section. 4043.

                  "Required Lenders": at any time, the holders of more than 50%
of the sum of (a) the aggregate unpaid principal amount of the Term Loans then
outstanding and the Tranche D-1 Term Commitments then in effect and (b) the
Total Revolving Commitments then in effect or, if the Revolving Commitments have
been terminated, the Total Revolving Extensions of Credit then outstanding.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.



                                                                              25

                  "Responsible Officer": the chief executive officer, president,
chief financial officer or treasurer of the Borrower, but in any event, with
respect to financial matters, the chief financial officer of the Borrower.

                  "Restricted Payments":  as defined in Section 8.6.

                  "Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in Swingline Loans
in an aggregate principal and/or face amount not to exceed the amount set forth
under the heading "Revolving Commitment" under such Lender's name on such
Lender's Addendum or in the Assignment and Assumption pursuant to which such
Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The amount of the Total Revolving Commitments as
of the Closing Date is $175,000,000.

                  "Revolving Commitment Period": the period from and including
the Original Closing Date to the Revolving Termination Date.

                  "Revolving Extensions of Credit": as to any Revolving Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender's Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

                  "Revolving Lender": each Lender that has a Revolving
Commitment or that holds Revolving Loans.

                  "Revolving Loans": as defined in Section 3.1(a).

                  "Revolving Percentage": as to any Revolving Lender at any
time, the percentage which such Lender's Revolving Commitment then constitutes
of the Total Revolving Commitments (or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Revolving Extensions of Credit then
outstanding constitutes of the aggregate principal amount of the Revolving
Extensions of Credit then outstanding).

                  "Revolving Termination Date": December 31, 2009.

                  "RHDonnelley": as defined in the recitals to this Agreement.

                  "S&P": Standard & Poor's Rating Services.

                  "SBC Acquisition": pursuant to the SBC Acquisition Agreement,
the acquisition by Holdings of (i) a 47% partnership interest in the AM-DON
Partnership, an Illinois general partnership, (ii) a 50% partnership interest in
DonTech II, an Illinois general partnership, (iii) 100% of the partnership
interests in APIL Partners Partnership, an Illinois general partnership, and
(iv) a license to publish telephone directories, sell yellow pages advertising
and use certain trademarks in connection therewith.

                  "SBC Acquisition Agreement": the Purchase Agreement, dated
July 28, 2004, by and among Ameritech Corporation, a Delaware corporation and a
direct wholly owned subsidiary of SBC Communications, Inc., a Delaware
corporation, Ameritech Publishing Inc., a Delaware corporation and a direct
wholly owned subsidiary of Ameritech, and Holdings.



                                                                              26

                  "SBC Acquisition Documentation": collectively, the SBC
Acquisition Agreement and all schedules, exhibits and annexes thereto and all
side letters and agreements affecting the terms thereof or entered into in
connection therewith.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "Securitization": any transaction or series of transactions
entered into by the Borrower or any Subsidiary pursuant to which the Borrower or
such Subsidiary, as the case may be, sells, conveys or otherwise transfers to a
Securitization Vehicle Securitization Assets of the Borrower or such Subsidiary
(or grants a security interest in such Securitization Assets transferred or
purported to be transferred to such Securitization Vehicle), and which
Securitization Vehicle finances the acquisition of such Securitization Assets
(i) with proceeds from the issuance of Third Party Interests, (ii) with Sellers'
Retained Interests or (iii) with proceeds from the sale or collection of
Securitization Assets previously purchased by such Securitization Vehicle.

                  "Securitization Assets": any accounts receivable owed to or
owned by the Borrower or any Subsidiary (whether now existing or arising or
acquired in the future) arising in the ordinary course of business from the sale
of goods or services, all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in respect
of such accounts receivable, all proceeds of such accounts receivable and other
assets (including contract rights) which are of the type customarily transferred
in connection with securitizations of accounts receivable and which are sold,
transferred or otherwise conveyed by the Borrower or a Subsidiary to a
Securitization Vehicle in connection with a Securitization permitted by Section
8.5.

                  "Securitization Vehicle": a Person that is a direct wholly
owned Subsidiary of the Borrower or a Subsidiary formed for the purpose of
effecting one or more Securitizations to which the Borrower or its Subsidiaries
transfer Securitization Assets and which, in connection therewith, issues Third
Party Interests or Sellers' Retained Interests; provided that such
Securitization Vehicle shall engage in no business other than the purchase of
Securitization Assets pursuant to Securitizations permitted by Section 8.5, the
issuance of Third Party Interests or other funding of such Securitizations and
any activities reasonably related thereto, and provided further that:

                  (x) no portion of the Indebtedness or any other obligations
         (contingent or otherwise) of such Securitization Vehicle (i) is
         guaranteed by the Borrower or any Subsidiary (excluding guarantees of
         obligations (other than the principal of and interest on Indebtedness)
         pursuant to Standard Securitization Undertakings), (ii) is with
         recourse to or obligates the Borrower or any other Subsidiary of the
         Borrower in any way other than pursuant to Standard Securitization
         Undertakings, or (iii) subjects any property or asset of the Borrower
         or any other Subsidiary of the Borrower, directly or indirectly,
         contingently or otherwise, to the satisfaction thereof, other than
         pursuant to Standard Securitization Undertakings;

                  (y) neither the Borrower nor any Subsidiary has any material
         contract, agreement, arrangement or understanding with such
         Securitization Vehicle other than on terms which the Borrower
         reasonably believes to be no less favorable to the Borrower or such
         Subsidiary than those that might be obtained at the time from Persons
         that are not Affiliates of the Borrower; and

                  (z) neither the Borrower nor any Subsidiary has any obligation
         to maintain or preserve such Securitization Vehicle's financial
         condition or cause such Securitization Vehicle to achieve certain
         levels of operating results.



                                                                              27

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Collateral Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "Sellers' Retained Interests": the debt or equity interests
held by the Borrower or any Subsidiary in a Securitization Vehicle to which
Securitization Assets have been transferred in a Securitization permitted by
Section 8.5, including any such debt or equity received in consideration for the
Securitization Assets transferred.

                  "Senior Subordinated Notes": the 10-7/8% Senior Subordinated
Notes of the Borrower due 2012.

                  "Senior Subordinated Notes Indenture": the Indenture, dated as
of December 3, 2002, under which the Senior Subordinated Notes were issued and
all other instruments, agreements and other documents evidencing or governing
the Senior Subordinated Notes.

                  "Senior Unsecured Notes": the 8-7/8% Senior Notes of the
Borrower due 2010.

                  "Senior Unsecured Notes Indenture": the Indenture, dated as of
December 3, 2002, under which the Senior Unsecured Notes were issued and all
other instruments, agreements and other documents evidencing or governing the
Senior Unsecured Notes.

                  "Shared Services": the centralized services utilizing the
Shared Services Assets and Operations which are provided by Holdings (or a
Subsidiary of Holdings formed for such purpose) to Permitted Businesses
conducted by the Borrower and its Subsidiaries and, if the Dex Media Acquisition
is consummated, the Target and its Subsidiaries.

                  "Shared Services Assets and Operations": (a) the information
technology assets and related operations and (b) the general administrative and
corporate level services and related assets, in each case that are owned and
operated by Holdings (or a Subsidiary of Holdings formed for such purpose) and
used to provide centralized services with respect to Permitted Businesses
conducted by (i) the Borrower and its Subsidiaries and (ii) if the Dex Media
Acquisition Effective Date occurs, the Target and its Subsidiaries.

                  "Shared Services Payments": payments by the Borrower and its
Subsidiaries in cash to Holdings (or a Subsidiary of Holdings formed for such
purpose) in respect of the provision by Holdings (or such Subsidiary) to the
Borrower and its Subsidiaries of Shared Services; provided, however, that all
such payments shall be made solely to reimburse Holdings (or such Subsidiary)
for those actual cash costs (including accrued costs payable by Holdings (or
such Subsidiary) in cash within the 30-day period after receipt of a Shared
Services Payment) associated with the Shared Services Assets and Operations that
are directly attributable or otherwise allocable to the provision of such
services to the Borrower and its Subsidiaries (it being understood that to the
extent that any of the costs of such services cannot be clearly allocated as
between the Borrower and its Subsidiaries, on the one hand, and the Target and
its Subsidiaries, on the other hand, such costs shall be allocated on a fair and
reasonable basis).

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of



                                                                              28

such date, exceed the amount of all "liabilities of such Person, contingent or
otherwise", as of such date, as such quoted terms are determined in accordance
with applicable federal and state laws governing determinations of the
insolvency of debtors, (b) the present fair saleable value of the assets of such
Person will, as of such date, be greater than the amount that will be required
to pay the liability of such Person on its debts as such debts become absolute
and matured, (c) such Person will not have, as of such date, an unreasonably
small amount of capital with which to conduct its business, and (d) such Person
will be able to pay its debts as they mature. For purposes of this definition,
(i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to
payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (y) right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

                  "Specified Change of Control": a "Change of Control" (or any
other defined term having a similar purpose) as defined in the Notes Indentures,
the Additional Senior Subordinated Debt Documents or the Additional Senior
Unsecured Debt Documents.

                  "Specified Hedge Agreement": any Hedge Agreement (a) entered
into by (i) the Borrower or any of its Subsidiaries and (ii) any Person who is
an Agent or Lender or any affiliate thereof at the time such Hedge Agreement is
entered into, as counterparty and (b) that has been designated by such Agent or
Lender, as the case may be, and the Borrower, by notice to the Administrative
Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as
a Specified Hedge Agreement shall not create in favor of the Agent, Lender or
affiliate thereof that is a party thereto any rights in connection with the
management or release of any Collateral or of the obligations of any Guarantor
under the Guarantee and Collateral Agreement.

                  "Standard Securitization Undertakings": representations,
warranties, covenants, indemnities and guarantees of performance entered into by
the Borrower or any Subsidiary which the Borrower has determined in good faith
to be customary in a Securitization, including those relating to the servicing
of the assets of a Securitization Vehicle.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantor": each Subsidiary of the Borrower other
than any (a) Foreign Subsidiary or (b) Securitization Vehicle.

                  "Supermajority Lenders": at any time, the holders of more than
66 2/3% of (a) until the Closing Date, the Commitments then in effect and (b)
thereafter, the sum of (i) the aggregate unpaid principal amount of the Term
Loans then outstanding and (ii) the Total Revolving Commitments then in effect
or, if the Revolving Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding.



                                                                              29

                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 3.3 in an aggregate principal amount
at any one time outstanding not to exceed $25,000,000.

                  "Swingline Lender": Deutsche Bank Trust Company Americas, in
its capacity as the lender of Swingline Loans.

                  "Swingline Loans": as defined in Section 3.3(a).

                  "Swingline Participation Amount": as defined in Section
3.4(c).

                  "Syndication Agent": as defined in the preamble to this
Agreement.

                  "Target": as defined in the recitals to this Agreement. Prior
to the consummation of the Merger, "Target" shall mean Dex Media, Inc., and
after the consummation of the Merger, "Target" shall mean Merger Sub.

                  "Term Lenders": the collective reference to the Tranche A-2
Term Lenders, the Tranche A-3 Term Lenders, the Tranche D Term Lenders and the
Tranche D-1 Term Lenders.

                  "Term Loans": the collective reference to the Tranche A-2 Term
Loans, the Tranche A-3 Term Loans, the Tranche D Term Loans and the Tranche D-1
Term Loans.

                  "Third Party Interests": with respect to any Securitization,
notes, bonds or other debt instruments, beneficial interests in a trust,
undivided ownership interests in receivables or other securities issued for cash
consideration by the relevant Securitization Vehicle to banks, financing
conduits, investors or other financing sources (other than the Borrower and its
Subsidiaries) the proceeds of which are used to finance, in whole or in part,
the purchase by such Securitization Vehicle of Securitization Assets in a
Securitization. The amount of any Third Party Interests shall be deemed to equal
the aggregate principal, stated or invested amount of such Third Party Interests
which are outstanding at such time.

                  "Total Revolving Commitments": at any time, the aggregate
amount of the Revolving Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

                  "Tranche A-2 Term Lender": each Lender that holds a Tranche
A-2 Term Loan.

                  "Tranche A-2 Term Loan": as defined in the recitals to this
Agreement.

                  "Tranche A-2 Term Percentage": as to any Tranche A-2 Term
Lender at any time, the percentage which the aggregate principal amount of such
Lender's Tranche A-2 Term Loans then constitutes of the aggregate principal
amount of all the Tranche A-2 Term Loans then outstanding.

                  "Tranche A-3 Term Lender": each Lender that holds a Tranche
A-3 Term Loan.

                  "Tranche A-3 Term Loan": as defined in the recitals to this
Agreement.

                  "Tranche A-3 Term Percentage": as to any Tranche A-3 Lender at
any time, the percentage which the aggregate principal amount of such Lender's
Tranche A-3 Term Loans then



                                                                              30

outstanding constitutes the aggregate principal amount of all the Tranche A-3
Term Loans then outstanding.

                  "Tranche C Term Loans": as defined in Section 4.16.

                  "Tranche C Term Loan Request": as defined in Section 4.16.

                  "Tranche D Maturity Date": June 30, 2011.

                  "Tranche D Prepayment Amount": as defined in Section 4.2(h).

                  "Tranche D Term Lender": each Lender that holds a Tranche D
Term Loan.

                  "Tranche D Term Loan": as defined in the recitals to this
Agreement.

                   "Tranche D Term Percentage": as to any Tranche D Lender at
any time, the percentage which the aggregate principal amount of such Lender's
Tranche D Term Loans then outstanding constitutes of the aggregate principal
amount of all the Tranche D Term Loans then outstanding.

                  "Tranche D-1 Term Commitment": as to any Lender, the
obligation of such Lender, if any, to make a Tranche D-1 Term Loan to the
Borrower in a principal amount not to exceed the amount set forth in its
Addendum opposite the heading "Amount of Tranche D-1 Term Loan". The original
aggregate amount of the Tranche D-1 Term Commitments is $350,000,000.

                  "Tranche D-1 Term Lender": each Lender that holds a Tranche
D-1 Term Loan or has a Tranche D-1 Term Commitment.

                  "Tranche D-1 Term Loan Availability Period": the period from
and including the Closing Date to and including January 6, 2006.

                  "Tranche D-1 Term Loans": as defined in the recitals to this
Agreement.

                  "Tranche D-1 Term Percentage": as to any Tranche D-1 Term
Lender at any time, the percentage which the aggregate principal amount of such
Lender's Tranche D-1 Term Loans then outstanding constitutes of the aggregate
principal amount of all the Tranche D-1 Term Loans then outstanding (or, at any
time prior to the making of the Tranche D-1 Term Loans, the percentage which the
amount of such Lender's Tranche D-1 Term Commitment then in effect constitutes
of the aggregate amount of all the Tranche D-1 Term Commitments then in effect).

                  "Transaction": as defined in the recitals to this Agreement.

                  "Transferee": any Assignee or Participant.

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

                  "United States": the United States of America.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.



                                                                              31

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower.

                  1.2. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), and (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any right or interest in or to assets or property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time (subject to any applicable restrictions
hereunder).

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                 SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS

                  2.1. Term Loans and Tranche D-1 Term Commitments. Subject to
the terms and conditions hereof, (a) each Tranche A-2 Term Lender, Tranche A-3
Term Lender and Tranche D Term Lender severally agrees to continue the
outstanding Tranche A-2 Term Loans, Tranche A-3 Term Loans and Tranche D Term
Loans, respectively, made by it under the Existing Credit Agreement (which Loans
shall remain subject to the same Interest Period applicable to them immediately
prior to the Closing Date), and (b) each Tranche D-1 Term Lender agrees to make
a Tranche D-1 Term Loan to the Borrower on not more than one date during the
Tranche D-1 Term Loan Availability Period in an aggregate principal amount not
to exceed its Tranche D-1 Commitment. The Term Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified
to the Administrative Agent in accordance with Sections 2.2, 2.3 and 4.3.

                  2.2. Procedure for Tranche D-1 Term Loan Borrowing. The
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to (i) 12:00 Noon, New York
City time, one Business Day prior to the date of the proposed Borrowing in the
event the Tranche D-1 Term Loans requested to be made on such date shall be Base
Rate Loans or (ii) 11:00 A.M., New York City time, three Business Days prior to
the date of the proposed Borrowing in the event the Tranche D-1 Term Loans
requested to be made on such date shall be Eurodollar Loans) requesting that the
Tranche D-1 Term Lenders make the Tranche D-1 Term Loans on the date of the
proposed Borrowing and specifying the amount to be borrowed. Upon receipt of
such



                                                                              32

notice the Administrative Agent shall promptly notify each Tranche D-1 Term
Lender thereof. Not later than 12:00 Noon, New York City time, on the date of
the proposed Borrowing, each Tranche D-1 Term Lender having a commitment to make
a Tranche D-1 Term Loan shall make available to the Administrative Agent, an
amount in immediately available funds equal to the Tranche D-1 Term Loan
requested to be made by such Tranche D-1 Term Lender on such date. The
Administrative Agent shall credit the account of the Borrower on the books of
the Funding Office of the Administrative Agent with the aggregate of the amounts
of Tranche D-1 Term Loans made available to the Administrative Agent by the
Tranche D-1 Term Lenders.

                  2.3. [Reserved].

                  2.4. Repayment of Term Loans. (a) The Tranche A-2 Term Loans
of each Tranche A-2 Lender shall mature in 17 consecutive quarterly
installments, commencing on December 31, 2005. The Borrower shall repay the
Tranche A-2 Term Loans on each date set forth below in an amount equal to the
percentage of the aggregate principal amount of Tranche A-2 Term Loans continued
on the Closing Date set forth opposite such date:



   Installment                       Percentage of Principal Amount
   -----------                       ------------------------------
                                  
December 31, 2005                              4.76190%
March 31, 2006                                 4.76190%
June 30, 2006                                  4.76190%
September 30, 2006                             4.76190%
December 31, 2006                              4.76190%
March 31, 2007                                 4.76190%
June 30, 2007                                  4.76190%
September 30, 2007                             4.76190%
December 31, 2007                              4.76190%
March 31, 2008                                 4.76190%
June 30, 2008                                  4.76190%
September 30, 2008                             5.95238%
December 31, 2008                              5.95238%
March 31, 2009                                 5.95238%
June 30, 2009                                  5.95238%
September 30, 2009                            11.90476%
December 31, 2009                             11.90476%


                  (b) The Tranche A-3 Term Loan of each Tranche A-3 Lender shall
mature in 17 consecutive quarterly installments, commencing on December 31,
2005. The Borrower shall repay the Tranche A-3 Term Loans on each date set forth
below in an amount equal to the percentage of the aggregate principal amount of
Tranche A-3 Term Loans continued on the Closing Date set forth opposite such
date:



   Installment                       Percentage of Principal Amount
   -----------                       ------------------------------
                                  
December 31, 2005                              4.59770%
March 31, 2006                                 4.59770%
June 30, 2006                                  4.59770%




                                                                              33


   Installment                       Percentage of Principal Amount
   -----------                       ------------------------------
                                  
September 30, 2006                             4.59770%
December 31, 2006                              4.59770%
March 31, 2007                                 4.59770%
June 30, 2007                                  4.59770%
September 30, 2007                             4.59770%
December 31, 2007                              4.59770%
March 31, 2008                                 4.59770%
June 30, 2008                                  4.59770%
September 30, 2008                             5.74713%
December 31, 2008                              5.74713%
March 31, 2009                                 5.74713%
June 30, 2009                                  5.74713%
September 30, 2009                            11.49425%
December 31, 2009                             14.94253%


                  (c) The Tranche D Term Loan of each Tranche D Lender shall
mature in 23 consecutive quarterly installments, commencing on December 31,
2005. The Borrower shall repay the Tranche D Term Loans on each date set forth
below in an amount equal to the percentage of the aggregate principal amount of
Tranche D Term Loans continued on the Closing Date set forth opposite such date:



   Installment                   Percentage of Principal Amount
   -----------                   ------------------------------
                              
December 31, 2005                          0.25253%
March 31, 2006                             0.25253%
June 30, 2006                              0.25253%
September 30, 2006                         0.25253%
December 31, 2006                          0.25253%
March 31, 2007                             0.25253%
June 30, 2007                              0.25253%
September 30, 2007                         0.25253%
December 31, 2007                          0.25253%
March 31, 2008                             0.25253%
June 30, 2008                              0.25253%
September 30, 2008                         0.25253%
December 31, 2008                          0.25253%
March 31, 2009                             0.25253%
June 30, 2009                              0.25253%
September 30, 2009                         0.25253%
December 31, 2009                          0.25253%
March 31, 2010                            15.15152%
June 30, 2010                             15.15152%
September 30, 2010                        15.15152%
December 31, 2010                         15.15152%
March 31, 2011                            17.42424%
June 30, 2011                             17.67677%




                                                                              34

, provided, however, that in the event there shall be more than $25,000,000 in
aggregate principal amount of the Senior Unsecured Notes outstanding on June 30,
2010, the aggregate outstanding unpaid principal amount of the Tranche D Term
Loans shall be due and payable on June 30, 2010.

                  (d) The Tranche D-1 Term Loan of each Tranche D-1 Lender shall
mature in 22 consecutive quarterly installments, commencing on March 31, 2006.
The Borrower shall repay the Tranche D-1 Term Loans on each date set forth below
in an amount equal to the percentage of the aggregate principal amount of
Tranche D-1 Term Loans made during the Tranche D-1 Term Loan Availability Period
set forth opposite such date:



   Installment                     Percentage of Principal Amount
   -----------                     ------------------------------
                                
March 31, 2006                                0.25253%
June 30, 2006                                 0.25253%
September 30, 2006                            0.25253%
December 31, 2006                             0.25253%
March 31, 2007                                0.25253%
June 30, 2007                                 0.25253%
September 30, 2007                            0.25253%
December 31, 2007                             0.25253%
March 31, 2008                                0.25253%
June 30, 2008                                 0.25253%
September 30, 2008                            0.25253%
December 31, 2008                             0.25253%
March 31, 2009                                0.25253%
June 30, 2009                                 0.25253%
September 30, 2009                            0.25253%
December 31, 2009                             0.25253%
March 31, 2010                               15.15152%
June 30, 2010                                15.15152%
September 30, 2010                           15.15152%
December 31, 2010                            15.15152%
March 31, 2011                               17.55051%
June 30, 2011                                17.80303%


, provided, however, that in the event there shall be more than $25,000,000 in
aggregate principal amount of the Senior Unsecured Notes outstanding on June 30,
2010, the aggregate outstanding unpaid principal amount of the Tranche D-1 Term
Loans shall be due and payable on June 30, 2010.

              SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

                  3.1. Revolving Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swingline Loans then outstanding, does not exceed the amount of
such Lender's Revolving Commitment. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying and
reborrowing the Revolving Loans in whole or in part, all in accordance with the
terms and conditions hereof. The Revolving Loans may from time to time be
Eurodollar Loans or Base Rate Loans,



                                                                              35

as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 3.2 and 4.3.

                  (b) The Borrower shall repay all outstanding Revolving Loans
on the Revolving Termination Date.

                  (c) On the Closing Date, the Revolving Loans outstanding under
the Existing Credit Agreement, as amended and restated hereby, shall be
continued hereunder.

                  3.2. Procedure for Revolving Loan Borrowing. The Borrower may
borrow under the Revolving Commitments during the Revolving Commitment Period on
any Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 12:00 Noon, New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business
Day prior to the requested Borrowing Date, in the case of Base Rate Loans),
specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor. Each borrowing under the Revolving Commitments
shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or
a whole multiple thereof (or, if the then aggregate Available Revolving
Commitments are less than $1,000,000, such lesser amount) and (y) in the case of
Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; provided, that the Swingline Lender may request, on behalf of the
Borrower, borrowings under the Revolving Commitments that are Base Rate Loans in
other amounts pursuant to Section 3.4. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Revolving Lender
thereof. Each Revolving Lender will make the amount of its pro rata share of
each borrowing available to the Administrative Agent for the account of the
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Borrower
by the Administrative Agent crediting the account of the Borrower on the books
of such office with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent.

                  3.3. Swingline Commitment. (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Borrower under the Revolving Commitments from time to
time during the Revolving Commitment Period by making swing line loans
("Swingline Loans") to the Borrower; provided that (i) the aggregate principal
amount of Swingline Loans outstanding at any time shall not exceed the Swingline
Commitment then in effect (notwithstanding that the Swingline Loans outstanding
at any time, when aggregated with the Swingline Lender's other outstanding
Revolving Loans hereunder, may exceed the Swingline Commitment then in effect)
and (ii) the Borrower shall not request, and the Swingline Lender shall not
make, any Swingline Loan if, after giving effect to the making of such Swingline
Loan, the aggregate amount of the Available Revolving Commitments would be less
than zero. During the Revolving Commitment Period, the Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing, all in accordance
with the terms and conditions hereof. Swingline Loans shall be Base Rate Loans
only.

                  (b) The Borrower shall repay all outstanding Swingline Loans
on the Revolving Termination Date.

                  3.4. Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a)Whenever the Borrower desires that the Swingline Lender make Swingline
Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice



                                                                              36

must be received by such Swingline Lender not later than 12 Noon, New York City
time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed
and (ii) the requested Borrowing Date (which shall be a Business Day during the
Revolving Commitment Period). Each borrowing under the Swingline Commitment
shall be in an amount equal to $500,000 or a whole multiple of $100,000 in
excess thereof. Not later than 4:00 P.M., New York City time, on the Borrowing
Date specified in a notice in respect of Swingline Loans, the Swingline Lender
shall make available to the Administrative Agent at the Funding Office an amount
in immediately available funds equal to the amount of the Swingline Loans to be
made by the Swingline Lender. The Administrative Agent shall make the proceeds
of such Swingline Loans available to the Borrower on such Borrowing Date by
depositing such proceeds in the account of the Borrower with the Administrative
Agent on such Borrowing Date in immediately available funds.

                  (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day's notice given by the Swingline Lender no later than 12:00 Noon, New York
City time, request each Revolving Lender to make, and each Revolving Lender
hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving
Lender's Revolving Percentage of the aggregate amount of the Swingline Loans
(the "Refunded Swingline Loans") outstanding on the date of such notice, to
repay the Swingline Lender. Each Revolving Lender shall make the amount of such
Revolving Loan available to the Administrative Agent at the Funding Office in
immediately available funds, not later than 10:00 A.M., New York City time, one
Business Day after the date of such notice. The proceeds of such Revolving Loans
shall be immediately made available by the Administrative Agent to the Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to
charge the Borrower's accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans.

                  (c) If, prior to the time a Revolving Loan would have
otherwise been made pursuant to Section 3.4(b), one of the events described in
Section 9(f) shall have occurred and be continuing with respect to the Borrower
or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Revolving Loans may not be made as contemplated by Section 3.4(b),
each Revolving Lender shall, on the date such Revolving Loan was to have been
made pursuant to the notice referred to in Section 3.4(b) (the "Refunding
Date"), purchase for cash an undivided participating interest in the then
outstanding Swingline Loans by paying to the Swingline Lender an amount (the
"Swingline Participation Amount") equal to (i) such Revolving Lenders' Revolving
Percentage times (ii) the sum of the aggregate principal amount of relevant
Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans.

                  (d) Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender's Swingline Participation Amount
in respect of Swingline Loans made by the Swingline Lender, the Swingline Lender
receives any payment on account of such Swingline Loans, the Swingline Lender
will distribute to such Lender its Swingline Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender's pro rata
portion of such payment if such payment is not sufficient to pay the principal
of and interest on all such Swingline Loans then due); provided, however, that
in the event that such payment received by the Swingline Lender is required to
be returned, such Revolving Lender will return to the Swingline Lender any
portion thereof previously distributed to it by the Swingline Lender.

                  (e) Each Revolving Lender's obligation to make the Loans
referred to in Section 3.4(b) and to purchase participating interests pursuant
to Section 3.4(c) shall be absolute and



                                                                              37

unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right that such Revolving
Lender or the Borrower may have against the Swingline Lender, the Borrower or
any other Person for any reason whatsoever; (ii) the occurrence or continuance
of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 6; (iii) any adverse change in the condition
(financial or otherwise) of the Borrower; (iv) any breach of this Agreement or
any other Loan Document by the Borrower, any other Loan Party or any other
Revolving Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

                  3.5. Commitment and Other Fees. (a) The Borrower agrees to pay
to the Administrative Agent for the account of each Revolving Lender a
commitment fee for the period from and including the Closing Date to the last
day of the Revolving Commitment Period, computed at the Commitment Fee Rate on
the average daily amount of the Available Revolving Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on
each Fee Payment Date, commencing on the first such date to occur after the date
hereof.

                  (b) The Borrower agrees to pay to the Agents and the Lead
Arrangers the fees in the amounts and on the dates previously agreed to in
writing by the Borrower, the Agents and the Lead Arrangers.

                  3.6. Termination or Reduction of Revolving Commitments. The
Borrower shall have the right, upon not less than three Business Days' notice to
the Administrative Agent, to terminate the Revolving Commitments or, from time
to time, to reduce the amount of the Revolving Commitments; provided that no
such termination or reduction of Revolving Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the Total Revolving
Extensions of Credit would exceed the Total Revolving Commitments. Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Commitments then in effect.

                  3.7. L/C Commitment. (a)Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Revolving
Lenders set forth in Section 3.10(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Borrower on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender shall have no
obligation to issue any Letter of Credit after the day that is 30 days before
the Revolving Termination Date; provided, further, that the Issuing Lender shall
have no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (x) the L/C Obligations would exceed the L/C Commitment or (y) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars, (ii) expire no later
than the earlier of (A) the first anniversary of its date of issuance and (B)
(1) if such Letter of Credit is a standby Letter of Credit, the date that is
five Business Days prior to the Revolving Termination Date, or (2) if such
Letter of Credit is a commercial Letter of Credit, the date that is 30 days
before the Revolving Termination Date and (iii) be payable upon presentation of
sight drafts; provided, further, that any Letter of Credit with a one-year term
may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in clause (ii) above).

                  (b) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.



                                                                              38

                  (c) On the Closing Date, the Letters of Credit outstanding
under the Existing Credit Agreement, as amended and restated hereby, shall be
continued hereunder. A list of such existing Letters of Credit is set forth in
Schedule 3.7.

                  3.8. Procedure for Issuance of Letter of Credit. The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the applicable Issuing Lender at its address for notices
specified herein, with a copy to the Administrative Agent, a Letter of Credit
Request, accompanied by such other certificates, documents or other papers as
may be requested by the Issuing Lender. Upon receipt of a Letter of Credit
Request, the applicable Issuing Lender will process such request in accordance
with its customary procedures and shall issue the Letter of Credit requested
thereby after securing the Administrative Agent's authorization to do so (but in
no event shall the applicable Issuing Lender be required to issue any Letter of
Credit earlier than three Business Days after its receipt of the Letter of
Credit Request and all such other certificates, documents and other papers and
information relating thereto). Promptly after the issuance of or amendment to a
standby Letter of Credit, the Issuing Lender shall notify the Administrative
Agent and the Borrower, in writing, of such issuance or amendment, and such
notice shall be accompanied by a copy of such issuance or amendment. Upon
receipt of the notice, the Administrative Agent shall promptly notify the
Lenders of such issuance or amendment and, if so requested by any Lender, the
Administrative Agent shall furnish such Lender with copies of the issuance or
amendment. With regard to any commercial Letter of Credit, the Issuing Lender
shall on the first Business Day of each week provide the Administrative Agent by
facsimile with a report detailing the daily aggregate outstanding amount of such
Letters of Credit issued by the Issuing Lender for the previous week.

                  3.9. Fees and Other Charges. (a)The Borrower will pay a
participation fee to the Administrative Agent for the ratable benefit of the
Lenders on all outstanding Letters of Credit at a per annum rate equal to the
Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each Fee Payment Date after the issuance date. In
addition, the Borrower shall pay to the Issuing Lender for its own account a
fronting fee of 0.25% per annum (and, in any event, no less than $500 per year)
on the undrawn and unexpired amount of each Letter of Credit, payable quarterly
in arrears on each Fee Payment Date after the issuance date.

                  (b) In addition to the foregoing fees, the Borrower shall pay
or reimburse the Issuing Lender for such normal and customary costs and expenses
as are incurred or charged by the Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit.

                  3.10. L/C Participations. (a)The Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's
Revolving Percentage in the Issuing Lender's obligations and rights under and in
respect of each Letter of Credit and the amount of each draft paid by the
Issuing Lender thereunder. Each L/C Participant agrees with the Issuing Lender
that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at
the Issuing Lender's address for notices specified herein an amount equal to
such L/C Participant's Revolving Percentage of the amount of such draft, or any
part thereof, that is not so reimbursed. Each L/C Participant's obligation to
pay such amount shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such L/C Participant may have against the Issuing Lender, the
Borrower or any other



                                                                              39

Person for any reason whatsoever, (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 6, (iii) any adverse change in the condition
(financial or otherwise) of the Borrower, (iv) any breach of this Agreement or
any other Loan Document by the Borrower, any other Loan Party or any other L/C
Participant or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

                  (b) If any amount required to be paid by any L/C Participant
to the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 3.10(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Facility. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

                  (c) Whenever, at any time after the Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.10(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

                  3.11. Reimbursement Obligation of the Borrower. If any draft
is paid under any Letter of Credit, the Borrower shall reimburse the Issuing
Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Lender in connection with
such payment, not later than 12:00 Noon, New York City time, on (i) the Business
Day that the Borrower receives notice of such draft, if such notice is received
on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above
does not apply, the Business Day immediately following the day that the Borrower
receives such notice. Each such payment shall be made to the Issuing Lender at
its address for notices referred to herein in Dollars and in immediately
available funds. Interest shall be payable on any such amounts from the date on
which the relevant draft is paid until payment in full at the rate set forth in
(x) until the Business Day next succeeding the date of the relevant notice,
Section 4.5(b) and (y) thereafter, Section 4.5(c).

                  3.12. Obligations Absolute. The Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
that the Borrower may have or have had against the Issuing Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with the Issuing Lender that the Issuing Lender shall not be responsible for,
and the Borrower's Reimbursement Obligations under Section 3.11 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any



                                                                              40

other party to which such Letter of Credit may be transferred or any claims
whatsoever of the Borrower against any beneficiary of such Letter of Credit or
any such transferee. The Issuing Lender shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Issuing Lender. The Borrower agrees that any action
taken or omitted by the Issuing Lender under or in connection with any Letter of
Credit or the related drafts or documents, if done in the absence of gross
negligence or willful misconduct, shall be binding on the Borrower and shall not
result in any liability of the Issuing Lender to the Borrower.

                  3.13. Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the Issuing Lender shall
promptly notify the Borrower of the date and amount thereof. The responsibility
of the Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

                  3.14. Letter of Credit Requests. To the extent that any
provision of any Letter of Credit Request or any Issuing Lender's standard form
of application referred to in Section 3.8 is inconsistent with the provisions of
this Section 3, the provisions of this Section 3 shall apply.

     SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

                  4.1. Optional Prepayments. (a) The Borrower may at any time
and from time to time prepay the Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent no later
than 1:00 P.M., New York City time, three Business Days prior thereto, in the
case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on
the date thereof, in the case of Base Rate Loans, which notice shall specify the
date and amount of prepayment and whether the prepayment is of Eurodollar Loans
or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the Borrower
shall also pay any amounts owing pursuant to Section 4.11. Upon receipt of any
such notice, the Administrative Agent shall promptly notify each relevant Lender
thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with (except in the
case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued
interest to such date on the amount prepaid. Partial prepayments of Term Loans
and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof. Partial prepayments of Swingline Loans shall be in an
aggregate principal amount of $100,000 or a whole multiple thereof.

                  (b) Notwithstanding anything to the contrary in Section 4.1(a)
or 4.8, with respect to the amount of any optional prepayment described in
Section 4.1(a) that is allocated to Tranche D Term Loans or Tranche D-1 Term
Loans (such amounts, the "Optional Tranche D Prepayment Amount"), at any time
when Tranche A-2 Term Loans or Tranche A-3 Term Loans remain outstanding, the
Borrower will, in lieu of applying such amount to the prepayment of Tranche D
Term Loans or Tranche D-1 Term Loans, as applicable, as provided in Sections
4.1(a) and 4.8, on the date specified in Section 4.1(a) for such prepayment,
give the Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent prepare and provide to each Tranche D
Term Lender and Tranche D-1 Term Lender, as applicable, a Prepayment Option
Notice as described below. As promptly as practicable after receiving such
notice from the Borrower, the Administrative Agent will send to each Tranche D
Term Lender and Tranche D-1 Term Lender, as applicable, a Prepayment Option
Notice,



                                                                              41

which shall be in the form of Exhibit G (a "Prepayment Option Notice"), and
shall include an offer by the Borrower to prepay on the date (each an "Optional
Prepayment Date") that is 4 Business Days after the date of the Prepayment
Option Notice, the relevant Term Loans of such Lender by an amount equal to the
portion of the Optional Tranche D Prepayment Amount indicated in such Lender's
Prepayment Option Notice as being applicable to such Lender's Tranche D Term
Loans or Tranche D-1 Term Loans, as applicable. Any Tranche D Term Lender or
Tranche D-1 Term Lender which wishes to accept any or all of the prepayment
applicable to its Tranche D Term Loans or Tranche D-1 Term Loans, as applicable,
shall be required to execute and return the Prepayment Option Notice to the
Administrative Agent no later than 5:00 P.M., New York City time, on the date
that is 3 Business Days after the date of the Prepayment Option Notice. On the
Optional Prepayment Date, (i) the Borrower shall pay to the relevant Tranche D
Term Lenders and Tranche D-1 Term Lenders the aggregate amount necessary to
prepay that portion of the outstanding relevant Term Loans in respect of which
such Lenders have accepted prepayment as described above and (ii) the Tranche
A-2 Term Loans and Tranche A-3 Term Loans shall be prepaid in an aggregate
amount equal to the portion of the Optional Tranche D Prepayment Amount not
accepted by the relevant Lenders, and such amount shall be applied to the
prepayment of the Tranche A-2 Term Loans and Tranche A-3 Term Loans to the
extent so required.

                  4.2. Mandatory Prepayments and Commitment Reductions. (a) If
any Indebtedness shall be incurred by any Group Member (other than Excluded
Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be
applied on the date of such incurrence toward the prepayment of the Term Loans
and the reduction of the Revolving Commitments as set forth in Section 4.2(g);
provided that (i) to the extent that the Consolidated Leverage Ratio as of the
date of incurrence of Indebtedness pursuant to clause (xv) of Section 8.2(a),
calculated on a pro forma basis after giving effect to the incurrence of such
Indebtedness (and any required repayments hereunder), is greater than or equal
to 4.0 to 1.0 but less than 5.0 to 1.0, in each case after giving effect
thereto, only 75% of the Net Cash Proceeds of such Indebtedness shall be applied
on the date of such incurrence toward the prepayment of the Term Loans and the
reduction of the Revolving Commitments as set forth in Section 4.2(g) and (ii)
to the extent that the Consolidated Leverage Ratio as of the date of incurrence
of Indebtedness pursuant to clause (xv) of Section 8.2(a), calculated on a pro
forma basis after giving effect to the incurrence of such Indebtedness (and any
required repayments hereunder), is less than 4.0 to 1.0 after giving effect
thereto, no prepayment of Term Loans or reduction of Revolving Commitments shall
be required pursuant to this Section.

                  (b) If any Capital Stock shall be issued or sold by any Group
Member (other than issuances of Capital Stock to Holdings or any Group Member),
an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the
date of such issuance or sale toward the prepayment of the Term Loans and the
reduction of the Revolving Commitments as set forth in Section 4.2(g); provided
that to the extent that the Consolidated Leverage Ratio as of the date of such
issuance or sale of Capital Stock, calculated on a pro forma basis after giving
effect to the such issuance or sale (and any required repayments hereunder), is
less than 4.5 to 1.0 after giving effect thereto, no prepayment of Term Loans or
reduction of Revolving Commitments shall be required pursuant to this Section.

                  (c) If on any date any Group Member shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered in respect thereof, an amount equal to 100% of such
Net Cash Proceeds shall be applied on such date toward the prepayment of the
Term Loans and the reduction of the Revolving Commitments as set forth in
Section 4.2(g); provided, that (i) notwithstanding the foregoing, on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied toward
the prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 4.2(g) and (ii) the Borrower shall use the Net Cash
Proceeds of any Disposition to prepay Term Loans and reduce the Revolving
Commitments as set forth in Section 4.2(g) to the extent necessary to



                                                                              42

avoid having to prepay or to offer to prepay any of the Notes, any Additional
Senior Subordinated Debt or any Additional Senior Unsecured Notes.

                  (d) If, for any fiscal year of the Borrower there shall be
Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow
Application Date, apply the ECF Percentage of such Excess Cash Flow toward the
prepayment of the Term Loans and the reduction of the Revolving Commitments as
set forth in Section 4.2(g); provided that the amount of any prepayment of Term
Loans and reduction of Revolving Commitments required pursuant to this Section
4.2(d) shall be reduced by the amount of any optional prepayments of Term Loans
and optional prepayments of Revolving Loans and Swingline Loans to the extent
accompanying permanent optional reductions of Revolving Commitments, in each
case to the extent such prepayments are made during the relevant fiscal year.
Each such prepayment and commitment reduction shall be made on a date (an
"Excess Cash Flow Application Date") no later than five days after the earlier
of (i) the date on which the financial statements of the Borrower referred to in
Section 7.1(a), for the fiscal year with respect to which such prepayment is
made, are required to be delivered to the Lenders and (ii) the date such
financial statements are actually delivered.

                  (e) [Reserved]

                  (f) [Reserved]

                  (g) Amounts to be applied in connection with prepayments and
Commitment reductions made pursuant to Section 4.2 shall be applied, first, to
prepay the Term Loans and, second, to reduce permanently the Revolving
Commitments. Any such reduction of the Revolving Commitments shall be
accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the
extent, if any, that the Total Revolving Extensions of Credit exceed the amount
of the Total Revolving Commitments as so reduced, provided that if the aggregate
principal amount of Revolving Loans and Swingline Loans then outstanding is less
than the amount of such excess (because L/C Obligations constitute a portion
thereof), the Borrower shall, to the extent of the balance of such excess,
replace outstanding Letters of Credit and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit of
the Lenders on terms and conditions satisfactory to the Administrative Agent.
The application of any prepayment pursuant to Section 4.2 shall be made, first,
to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the
Loans under Section 4.2 (except in the case of Revolving Loans that are Base
Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid.

                  (h) Notwithstanding anything to the contrary in Section 4.2(g)
or 4.8, with respect to the amount of any mandatory prepayment described in
Section 4.2 that is allocated to Tranche D Term Loans or Tranche D-1 Term Loans
(such amounts, the "Tranche D Prepayment Amount"), at any time when Tranche A-2
Term Loans or Tranche A-3 Term Loans remain outstanding, the Borrower will, in
lieu of applying such amount to the prepayment of Tranche D Term Loans or
Tranche D-1 Term Loans, as applicable, as provided in paragraph (g) above, on
the date specified in Section 4.2 for such prepayment, give the Administrative
Agent telephonic notice (promptly confirmed in writing) requesting that the
Administrative Agent prepare and provide to each Tranche D Term Lender and
Tranche D-1 Term Lender, as applicable, a Prepayment Option Notice. As promptly
as practicable after receiving such notice from the Borrower, the Administrative
Agent will send to each Tranche D Term Lender and Tranche D-1 Term Lender, as
applicable, a Prepayment Option Notice and shall include an offer by the
Borrower to prepay on the date (each a "Mandatory Prepayment Date") that is 4
Business Days after the date of the Prepayment Option Notice, the relevant Term
Loans of such Lender by an amount equal to the portion of the Tranche D
Prepayment Amount indicated in such Lender's Prepayment Option Notice as being
applicable to such Lender's Tranche D Term Loans or Tranche D-1 Term Loans, as
applicable.



                                                                              43

Any Tranche D Term Lender or Tranche D-1 Term Lender which wishes to accept any
or all of the prepayment applicable to its Tranche D Term Loans or Tranche D-1
Term Loans, as applicable, shall be required to execute and return the
Prepayment Option Notice to the Administrative Agent no later than 5:00 P.M.,
New York City time, on the date that is 3 Business Days after the date of the
Prepayment Option Notice. On the Mandatory Prepayment Date, (i) the Borrower
shall pay to the relevant Tranche D Term Lenders and Tranche D-1 Term Lenders
the aggregate amount necessary to prepay that portion of the outstanding
relevant Term Loans in respect of which such Lenders have accepted prepayment as
described above, (ii) the Tranche A-2 Term Loans and Tranche A-3 Term Loans
shall be prepaid in an aggregate amount equal to the portion of the Tranche D
Prepayment Amount not accepted by the relevant Lenders, and such amount shall be
applied to the prepayment of the Tranche A-2 Term Loans and Tranche A-3 Term
Loans to the extent so required.

                  4.3. Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving
the Administrative Agent prior irrevocable notice of such election no later than
12:00 Noon, New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 12:00 Noon, New York City time, on the Business Day preceding the
proposed conversion date (which notice shall specify the length of the initial
Interest Period therefor), provided that no Base Rate Loan under a particular
Facility may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Facility
Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such conversions. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

                  (b) Any Eurodollar Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurodollar Loan under a particular Facility may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Majority Facility Lenders in respect of such
Facility have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give
any required notice as described above in this paragraph or if such continuation
is not permitted pursuant to the preceding proviso such Loans shall be
automatically converted to Base Rate Loans on the last day of such then expiring
Interest Period. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

                  4.4. Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, (a) after giving effect thereto, the aggregate principal
amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal
to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no
more than 30 Eurodollar Tranches shall be outstanding at any one time.

                  4.5. Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

                  (b) Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.



                                                                              44

                  (c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2% or (y) in the case of Reimbursement Obligations, the
rate applicable to Base Rate Loans under the Revolving Facility plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement
Obligation or any commitment fee or other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the rate
then applicable to Base Rate Loans under the relevant Facility plus 2% (or, in
the case of any such other amounts that do not relate to a particular Facility,
the rate then applicable to Base Rate Loans under the Revolving Facility plus
2%), in each case, with respect to clauses (i) and (ii) above, from the date of
such non-payment until such amount is paid in full (as well after as before
judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section shall be payable from time to time on demand.

                  4.6. Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to Base Rate Loans the rate
of interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
4.5(a).

                  4.7. Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
            determination shall be conclusive and binding upon the Borrower)
            that, by reason of circumstances affecting the relevant market,
            adequate and reasonable means do not exist for ascertaining the
            Eurodollar Rate for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
            the Majority Facility Lenders in respect of the relevant Facility
            that the Eurodollar Rate determined or to be determined for such
            Interest Period will not adequately and fairly reflect the cost to
            such Lenders (as conclusively certified by such Lenders) of making
            or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate


                                                                              45

Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the last day of the then-current
Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans under the relevant Facility
shall be made or continued as such, nor shall the Borrower have the right to
convert Loans under the relevant Facility to Eurodollar Loans.

            4.8. Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment or participation fees and any reduction of the Commitments of the
Lenders shall be made pro rata according to the respective Tranche A-2 Term
Percentages, Tranche A-3 Term Percentages, Tranche D Term Percentages, Tranche
D-1 Term Percentages or Revolving Percentages, as the case may be, of the
relevant Lenders.

            (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Lenders (except as otherwise provided in Sections 4.1(b) and
4.2(h)). The amount of each principal prepayment of the Term Loans shall be
applied to reduce the then remaining installments of the Tranche A-2 Term Loans,
Tranche A-3 Term Loans, Tranche D Term Loans and Tranche D-1 Term Loans, as the
case may be, pro rata based upon the then remaining principal amount thereof.
Amounts prepaid on account of the Term Loans may not be reborrowed.

            (c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.

            (d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New
York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

            (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under



                                                                              46

this paragraph shall be conclusive in the absence of manifest error. If such
Lender's share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to Base Rate Loans under the relevant
Facility, on demand, from the Borrower.

            (f) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any Lender
against the Borrower.

            4.9. Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
      with respect to this Agreement, any Letter of Credit, any Letter of Credit
      or any Eurodollar Loan made by it, or change the basis of taxation of
      payments to such Lender in respect thereof (except for Non-Excluded Taxes
      covered by Section 4.10 and changes in the rate of tax on the overall net
      income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, deposits or other liabilities in or for the account of, advances,
      loans or other extensions of credit by, or any other acquisition of funds
      by, any office of such Lender that is not otherwise included in the
      determination of the Eurodollar Rate hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender on
an after-tax basis for such increased cost or reduced amount receivable. If any
Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly notify the Borrower in writing (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled,
which notice shall set forth in reasonable detail the basis for the calculation
of such amounts.

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority



                                                                              47

made subsequent to the date hereof shall have the effect of reducing the rate of
return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Borrower (with a copy to the Administrative Agent) of a
written request therefor, the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such corporation on an
after-tax basis for such reduction.

            (c) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

            4.10. Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on any Agent or any Lender as a result of a present or
former connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes
are required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrower, as promptly as possible after payment thereof the Borrower shall
send to the Administrative Agent for its own account or for the account of the
relevant Agent or Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower



                                                                              48

shall indemnify the Agents and the Lenders for any incremental taxes, interest
or penalties that may become payable by any Agent or any Lender as a result of
any such failure.

            (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

            (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

            (f) If any Agent or any Lender determines, in its sole discretion,
that it has received a refund of any Non-Excluded Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 4.10, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 4.10 with
respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
such Agent or such Lender, agrees to repay the amount paid over to the Borrower
(plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to such Agent or such Lender in the event such Agent or
such Lender is required to repay such refund to such Governmental Authority.
This paragraph shall not be construed to require any Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other Person.

            (g) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            4.11. Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense that such Lender may sustain
or incur as a consequence of



                                                                              49

(a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment of or conversion from
Eurodollar Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment of
Eurodollar Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

            4.12. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 4.9 or 4.10(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 4.9 or 4.10(a).

            4.13. Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 4.9 or 4.10(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution or (c) does not consent to
any amendment to the Loan Documents which is otherwise approved by the Required
Lenders; provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement,
such Lender shall have taken no action under Section 4.12 so as to eliminate the
continued need for payment of amounts owing pursuant to Section 4.9 or 4.10(a),
(iv) the replacement financial institution shall purchase, at par, all Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 4.11 if any Eurodollar Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto,
(vi) the replacement financial institution, if not already a Lender, shall be
reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 11.6 (provided that the Borrower shall be obligated to pay the
registration and processing fee referred to therein), (viii) until such time as
such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Section 4.9 or 4.10(a), as the case may
be, and (ix) any such replacement shall not be deemed to be a waiver of any
rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

            4.14. Evidence of Debt. (a) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing indebtedness of the
Borrower to such Lender resulting from each Loan of such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.



                                                                              50

            (b) The Administrative Agent, on behalf of the Borrower, shall
maintain the Register pursuant to Section 11.6(b), and a subaccount therein for
each Lender, in which shall be recorded (i) the amount of each Loan made
hereunder and any Promissory Note evidencing such Loan, the Type of such Loan
and each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

            (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 4.14(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement.

            (d) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing any Term Loans, Revolving Loans or
Swingline Loans, as the case may be, of such Lender, substantially in the forms
of Exhibit I-1, I-2 or I-3, respectively, with appropriate insertions as to date
and principal amount.

            4.15. Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b)
such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to Section 4.11.

            4.16. Tranche C Term Loans. (a) In accordance with the provisions of
this Section 4.16, the Borrower may, at its option, at any time during the term
of this Agreement, request in writing that the Facilities be increased by up to
$400,000,000; provided that (i) no Default or Event of Default shall exist at
the time of or after giving effect to such increase and the use of proceeds
thereof, (ii) immediately after giving effect to the incurrence of such
Indebtedness, the Borrower shall be in compliance with the covenants set forth
in Section 8.1 opposite the period in which the date of the relevant
Indebtedness Measurement Date falls (and, for purposes of determining such
compliance, "Consolidated EBITDA" and the "Consolidated Interest Coverage Ratio"
shall each be as in effect on the last day of the fiscal quarter most recently
ended on or prior to such Indebtedness Measurement Date and adjusted to give
effect to the proposed incurrence of Indebtedness and the uses of the proceeds
thereof as if such Indebtedness had been incurred and other relevant
transactions had occurred on the first day of the relevant period for testing
compliance and "Consolidated Total Debt" and "Consolidated Senior Secured Debt"
shall be as in effect on such Indebtedness Measurement Date and assuming the
proposed Indebtedness had been incurred), (iii) the increase to the Facilities
shall be a single new tranche of term loans (the "Tranche C Term Loans" ) which
may be borrowed in up to three separate fundings (subject to a minimum amount
for any such funding of $100,000,000) and which, except as otherwise
specifically provided in this Section, shall have the same terms and conditions
as the Tranche D Term Loans, shall be entitled to share pari passu with the Term
Loans in all optional and mandatory prepayments under Section 4.2, shall have
the same rights under Sections 4.1(b) and 4.2(h) as the Tranche D Term Loans,
shall be



                                                                              51

secured under the Security Documents on a pari passu basis with all of the other
Obligations, shall be entitled to all of the other benefits of this Agreement
and the other Loan Documents as if such Tranche C Term Loans were Loans or Term
Loans, as applicable, and shall be considered a new Facility.

            (b) The Applicable Margin for Tranche C Term Loans and the
amortization and maturity thereof shall be as agreed upon by the Borrower, the
Administrative Agent and each Lender providing such Tranche C Term Loans;
provided that any such Tranche C Term Loans shall not amortize (on a percentage
basis) any faster than the Tranche D Term Loans and shall not mature prior to
the Tranche D Maturity Date. Any request for Tranche C Term Loans (a "Tranche C
Term Loan Request") shall be submitted by the Borrower to the Lenders through
the Administrative Agent not less than 10 days prior to the proposed borrowing
date, specify the proposed borrowing date, and amount of such borrowing and
shall be accompanied by (i) a certificate of a Responsible Officer of the
Borrower stating that no Default or Event of Default exists as of the date of
the request or will result from the requested borrowing, (ii) a written consent
to the increase in the amount of the Loans outstanding hereunder executed by the
Guarantors and (iii) such information as the Administrative Agent may reasonably
request. The Borrower may not pay any fees to those Lenders which agree to
provide Tranche C Term Loans (other than fees payable under this Agreement). The
consent of the Lenders parties to this Agreement at the time of such increase
shall not be required for any such borrowing of Tranche C Term Loans pursuant to
this Section.

            (c) Each Lender shall have the option to approve a Tranche C Term
Loan Request in its sole and absolute discretion. The failure to approve such a
request by any number of Lenders shall not affect the Borrower's right to borrow
Tranche C Term Loans pursuant to this Section. Notwithstanding any other
provision hereof, no Lender which fails to approve a Tranche C Term Loan Request
shall be (i) subject to removal as a Lender as a result of such failure to
approve, (ii) obligated to lend any Tranche C Term Loan or (iii) as a result of
such failure to approve, deemed to be in default in any respect hereunder.

            (d) In responding to any Tranche C Term Loan Request under this
Section, each Lender that is willing to make such Tranche C Term Loans shall
specify the maximum amount of Tranche C Term Loans that it is willing to make.
The borrowing of any Tranche C Term Loans shall be contingent upon (i) execution
and delivery by the Administrative Agent and the Borrower of documentation
satisfactory to the Administrative Agent relating to such Tranche C Term Loans,
(ii) execution and delivery by each Lender providing Tranche C Term Loans of
documentation satisfactory to the Borrower and the Administrative Agent, (iii)
execution and delivery by the Borrower (and, if applicable, Holdings and its
Subsidiaries) of such amendments to the Security Documents (including amendments
to the Mortgages) or such other documents as the Administrative Agent reasonably
deems necessary or desirable to reflect the making of the Tranche C Term Loans,
and (iv) receipt by the Administrative Agent of such corporate resolutions and
officer's certificates of the Loan Parties and legal opinions of counsel to the
Loan Parties as the Administrative Agent shall reasonably request with respect
thereto, in each case, in form and substance reasonably satisfactory to the
Administrative Agent. In the case of any such documentation executed by any
Person that was not theretofore a Lender, upon the making of its Tranche C Term
Loans, such Person shall be a party hereto and a Lender hereunder.

            (e) If the aggregate principal amount committed to by the approving
Lenders is less than the amount requested, the Borrower may (i) withdraw its
request for Tranche C Term Loans in its entirety, (ii) accept the offered
amounts, (iii) designate one or more additional banks, financial institutions or
other entities which are reasonably acceptable to the Administrative Agent as
additional Lenders hereunder in accordance with clause (f) of this Section
(each, a "New Lender"), which New Lenders may commit to the amount of the
Tranche C Term Loans that has not been committed to by the approving Lenders, or
(iv) request the consenting Lenders to commit to the amount of such request not
previously committed to by the approving Lenders.



                                                                              52

            (f) Each New Lender designated by the Borrower shall become an
additional party hereto as a Lender concurrently with the making of the Tranche
C Term Loans and the documentation pursuant to which the Tranche C Term Loans
are made shall, in any event, contain the representations, warranties,
indemnities and other protections afforded to the Administrative Agent and the
other Lenders which would be granted or made by an Assignee under Section 11.6
by means of the execution of an Assignment and Acceptance.

                   SECTION 5. REPRESENTATIONS AND WARRANTIES

            To induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit, each of
the Borrower and, solely for purposes of Sections 5.1, 5.3, 5.4, 5.5, 5.6(a),
5.10, 5.13 and 5.17, Holdings, hereby represents and warrants to each Agent and
each Lender that:

            5.1. Financial Condition. The audited consolidated balance sheets of
Holdings as of December 31, 2002, December 31, 2003 and December 31, 2004 and
the related consolidated statements of operations and of cash flows for the
fiscal years ended on such dates, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by PricewaterhouseCoopers LLP, present fairly the consolidated financial
condition of Holdings as of such dates, and the consolidated results of its
operations and its consolidated cash flows for the respective fiscal years then
ended. The unaudited consolidated balance sheet of Holdings as of September 30,
2005, and the related unaudited consolidated statements of operations, cash
flows and changes in shareholders equity for the nine months then ended, present
fairly the consolidated financial condition of Holdings as of such date, and the
consolidated statements of operations and of cash flows for the six months then
ended (subject to normal year-end audit adjustments). All such consolidated
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). Neither Holdings nor any Group Member has any material
Guarantee Obligations, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected in the financial
statements referred to in the preceding sentence (it being understood that with
respect to Guarantee Obligations, the underlying debt is so reflected). During
the period from December 31, 2004 to and including the date hereof there has
been no Disposition by Holdings or any of its Subsidiaries of any material part
of its business or property.

            5.2. No Change. Since December 31, 2004, there has been no
development, circumstance or event that has had or could reasonably be expected
to have a Material Adverse Effect.

            5.3. Corporate Existence; Compliance with Law. Each of Holdings and
each Group Member (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, in each case with respect
to clauses (c) and (d), except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            5.4. Power; Authorization; Enforceable Obligations. Each Loan Party
has the power and authority, and the legal right, to execute, deliver and
perform the Loan Documents to which it is a



                                                                              53

party and, in the case of the Borrower, to obtain extensions of credit
hereunder. Each Loan Party has taken all necessary organizational action to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party and, in the case of the Borrower, to authorize the extensions of
credit on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
extensions of credit hereunder or with the execution, delivery, performance,
validity or enforceability of this Agreement or any of the Loan Documents,
except consents, authorizations, filings and notices described in Schedule 5.4,
which consents, authorizations, filings and notices have been obtained or made
and are in full force and effect. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party party thereto. This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

            5.5. No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of Holdings or any Group Member
and will not result in, or require, the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any Requirement of
Law or any such Contractual Obligation (other than the Liens created by the
Security Documents). No Requirement of Law or Contractual Obligation applicable
to Holdings, the Borrower or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect.

            5.6. Litigation. Except as set forth on Schedule 5.6, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of Holdings or the Borrower,
threatened by or against Holdings or any Group Member or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby or (b) in the case of
any Group Member only, that could reasonably be expected to have a Material
Adverse Effect.

            5.7. No Default. No Group Member is in default under or with respect
to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

            5.8. Ownership of Property; Liens. Each Group Member has title in
fee simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, except to
the extent the failure to do so could not reasonably be expected to have a
Material Adverse Effect, and none of such property is subject to any Lien except
as permitted by Section 8.3.

            5.9. Intellectual Property. Each Group Member owns, or is licensed
to use, all Intellectual Property necessary for the conduct of its business as
currently conducted, except to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect. No material claim has
been asserted and is pending by any Person challenging or questioning the use of
any Intellectual Property or the validity or effectiveness of any Intellectual
Property, nor does the Borrower know of any valid basis for any such claim that
could reasonably be expected to have a Material Adverse Effect. The use of
Intellectual Property by each Group Member does not infringe on the rights of
any Person, except to the extent the same could not reasonably be expected to
have a Material Adverse Effect.



                                                                              54

            5.10. Taxes. Each of Holdings and each Group Member has filed or
caused to be filed all federal, state and other material tax returns that are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of Holdings, the Borrower or its Subsidiaries, as the case may be); no tax
Lien has been filed, and, to the knowledge of Holdings and the Borrower, no
claim is being asserted, with respect to any such tax, fee or other charge.

            5.11. Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board. If
requested by any Lender or the Administrative Agent, the Borrower will furnish
to the Administrative Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.

            5.12. ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.

            5.13. Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is a "holding company", or a company "controlled" by a "holding company",
within the meaning of the Public Utility Holding Company Act of 1935, as
amended. No Loan Party is subject to regulation under any Requirement of Law
(other than Regulation X of the Board) that limits its ability to incur
Indebtedness.

            5.14. Subsidiaries and Joint Ventures. As of the Closing Date, (i)
Schedule 5.14 sets forth the name and jurisdiction of incorporation of each
Subsidiary and each partnership or joint venture to which the Borrower is a
party or in which the Borrower has an economic interest on the Closing Date and,
as to each such Subsidiary and each such partnership or joint venture, as the
case may be, the percentage of each class of Capital Stock (or other economic
interest) owned by any Loan Party and (ii) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and
directors' qualifying shares) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary, except as created by the Loan Documents.



                                                                              55

            5.15. Use of Proceeds. The proceeds of the Tranche D-1 Term Loans
shall be used to finance the Notes Repurchase and pay related fees and expenses
in connection therewith and for general corporate purposes; provided that no
more than $8,000,000 of such proceeds may be used for general corporate
purposes. The proceeds of the Revolving Loans shall be used, together with the
proceeds of the Swingline Loans and the Letters of Credit, for general corporate
purposes. The proceeds of any Tranche C Term Loans shall be used (i) to finance
Permitted Acquisitions and to pay related fees and expenses, (ii) to finance the
redemption, repurchase or prepayment of Indebtedness permitted under Section
8.9(a)(v) or (iii) to finance Restricted Payments permitted under Section 8.6
with the proceeds thereof.

            5.16. Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

            (a) the facilities and properties owned, leased or operated by any
      Group Member (the "Properties") do not contain, and have not previously
      contained, any Materials of Environmental Concern in amounts or
      concentrations or under circumstances that constitute or constituted a
      violation of, or could give rise to liability under, any Environmental
      Law;

            (b) no Group Member has received or is aware of any notice of
      violation, alleged violation, non-compliance, liability or potential
      liability regarding environmental matters or compliance with Environmental
      Laws with regard to any of the Properties or the business operated by any
      Group Member (the "Business"), nor does the Borrower have knowledge or
      reason to believe that any such notice will be received or is being
      threatened;

            (c) Materials of Environmental Concern have not been transported or
      disposed of from the Properties in violation of, or in a manner or to a
      location that could give rise to liability under, any Environmental Law,
      nor have any Materials of Environmental Concern been generated, treated,
      stored or disposed of at, on or under any of the Properties in violation
      of, or in a manner that could give rise to liability under, any applicable
      Environmental Law;

            (d) no judicial proceeding or governmental or administrative action
      is pending or, to the knowledge of the Borrower, threatened, under any
      Environmental Law to which any Group Member is or will be named as a party
      with respect to the Properties or the Business, nor are there any consent
      decrees or other decrees, consent orders, administrative orders or other
      orders, or other administrative or judicial requirements outstanding under
      any Environmental Law with respect to the Properties or the Business;

            (e) there has been no Release or threat of Release of Materials of
      Environmental Concern at or from the Properties, or arising from or
      related to the operations of any Group Member in connection with the
      Properties or otherwise in connection with the Business, in violation of
      or in amounts or in a manner that could give rise to liability under
      Environmental Laws;

            (f) the Properties and all operations at the Properties are in
      compliance, and have in the last five years been in compliance, with all
      applicable Environmental Laws, and there is no violation of any
      Environmental Law with respect to the Business; and

            (g) no Group Member has assumed any liability of any other Person
      under Environmental Laws.

            5.17. Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other



                                                                              56

document, certificate or statement furnished by or on behalf of any Loan Party
to the Administrative Agent or the Lenders, or any of them, for use in
connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished (or, in the case of the Confidential Information
Memorandum, as of the date of this Agreement), any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not misleading. The projections and pro
forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Lenders
that such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods covered by
such financial information may differ from the projected results set forth
therein by a material amount. On the date hereof, there is no fact known to any
Loan Party that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum or in any other documents, certificates
and statements furnished to the Administrative Agent and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan
Documents.

            5.18. Security Documents. (a) The Guarantee and Collateral Agreement
is effective to create in favor of the Collateral Agent, for the benefit of the
Administrative Agent and the Lenders, a legal, valid and enforceable security
interest in the Collateral described therein and proceeds thereof. In the case
of the pledged stock described in the Guarantee and Collateral Agreement, the
delivery to, and continuing possession by, the Collateral Agent of stock
certificates representing such pledged stock, and in the case of the other
Collateral described in the Guarantee and Collateral Agreement, the financing
statements on file (or to be filed) in the offices specified on Schedule
5.18(a), create (or, when filed, will create) a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person (except Liens permitted by Section 8.3).

            (b) Each of the Mortgages is effective to create in favor of the
Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable
Lien on the Mortgaged Properties described therein and proceeds thereof, and the
Mortgages on file in the offices specified on Schedule 5.18(b) create a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in the Mortgaged Properties and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage), in each case
prior and superior in right to any other Person. Schedule 1.1 lists, as of the
Closing Date, each parcel of owned real property and each leasehold interest in
real property located in the United States and held by the Borrower or any of
its Subsidiaries.

            5.19. Solvency. The Borrower and its Subsidiaries, taken as a whole,
are, and after giving effect to the incurrence of all Indebtedness hereunder
will be and will continue to be, Solvent.

            5.20. Senior Debt. The Obligations constitute "Senior Debt" and
"Designated Senior Debt" of the Borrower and each Subsidiary Guarantor under and
as defined in the Senior Subordinated Notes Indenture. The Obligations
constitute "Senior Debt" (or its equivalent) of the Borrower and each Subsidiary
Guarantor party thereto (if any) under and as defined in the Additional Senior
Subordinated Debt Documents (if any).

            5.21. Regulation H. No Mortgage encumbers improved real property
that is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968.



                                                                              57

            5.22. Certain Documents. The Borrower has delivered to the
Administrative Agent a complete and correct copy of the Dex Media Acquisition
Documentation and the Notes Indentures, including any amendments, supplements or
modifications with respect to any of the foregoing.

                        SECTION 6. CONDITIONS PRECEDENT

            6.1. Conditions to Effectiveness of Agreement and Initial Extensions
of Credit. The effectiveness of this Agreement and the agreement of each Lender
to make the initial extension of credit requested to be made by it is subject to
the satisfaction, prior to or concurrently with the making of such extension of
credit, of the following conditions precedent:

            (a) Loan Documents. The Administrative Agent shall have received (i)
      this Agreement, or, in the case of the Lenders, an Addendum, executed and
      delivered by each Agent, Holdings, the Borrower, the Required Lenders
      under, and as defined in, the Existing Credit Agreement and each Tranche
      D-1 Term Lender, (ii) the Guarantee and Collateral Agreement, executed and
      delivered by Holdings, the Borrower and each Subsidiary Guarantor and
      (iii) amendments or acknowledgments to such other Security Documents as
      the Administrative Agent deems reasonably necessary or appropriate in
      order to provide the benefits thereof to the Loans and the obligations of
      the Loan Parties in connection therewith on the same basis as such
      benefits are provided to the Existing Lenders for the purpose of securing
      obligations outstanding under the Existing Credit Agreement.

            (b) Existing Credit Agreement. All accrued unpaid interest, fees and
      other amounts (other than principal) owing under the Existing Credit
      Agreement shall have been paid.

            (c) Lien Searches. The Administrative Agent shall have received the
      results of a recent Lien search in each of the jurisdictions where assets
      of Holdings, the Borrower and its Subsidiaries are located (within the
      meaning of the Uniform Commercial Code), and such search shall reveal no
      liens on any of the assets of Holdings, the Borrower and its Subsidiaries,
      except for liens permitted by Section 8.3 and Holdings Permitted
      Encumbrances or discharged on or prior to the Closing Date pursuant to
      documentation satisfactory to the Administrative Agent.

            (d) Closing Certificate. The Administrative Agent shall have
      received a certificate of each Loan Party, dated the Closing Date,
      substantially in the form of Exhibit C, with appropriate insertions and
      attachments including the certificate of incorporation of each Loan Party
      that is a corporation certified by the relevant authority of the
      jurisdiction of organization of such Loan Party, and a long form good
      standing certificate for each Loan Party from its jurisdiction of
      organization.

            (e) Legal Opinions. The Administrative Agent shall have received the
      following executed legal opinions:

                  (i) the legal opinion of Jones Day, counsel to the Borrower
      and its Subsidiaries, substantially in the form of Exhibit F-1; and

                  (ii) the legal opinion of Robert J. Bush, Esq., general
      counsel of the Borrower and its Subsidiaries, substantially in the form of
      Exhibit F-2.

      Each such legal opinion shall cover such other matters incident to the
      transactions contemplated by this Agreement as the Administrative Agent
      may reasonably require.



                                                                              58

            (f) Pledged Stock; Stock Powers; Pledged Notes. To the extent not
      previously delivered, the Collateral Agent (or its agent) shall have
      received (i) the certificates representing the shares of Capital Stock
      pledged pursuant to the Guarantee and Collateral Agreement, together with
      an undated stock power for each such certificate executed in blank by a
      duly authorized officer of the pledgor thereof and (ii) each promissory
      note (if any) pledged to the Collateral Agent pursuant to the Guarantee
      and Collateral Agreement endorsed (without recourse) in blank (or
      accompanied by an executed transfer form in blank) by the pledgor thereof.

            (g) Filings, Registrations and Recordings. Each document (including
      any Uniform Commercial Code financing statement) required by the Security
      Documents or under law or reasonably requested by the Administrative Agent
      to be filed, registered or recorded in order to create or maintain in
      favor of the Collateral Agent, for the benefit of the Lenders, a perfected
      Lien on the Collateral described therein, prior and superior in right to
      any other Person (other than with respect to Liens expressly permitted by
      Section 8.3), shall have been filed, registered or recorded.

            (h) Solvency Certificate. The Administrative Agent shall have
      received a certificate of the chief financial officer of the Borrower
      certifying as to the solvency of the Loan Parties (other than Holdings),
      taken as a whole, on the Closing Date.

            (i) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in Sections 5.4, 5.5 and 5.18 shall be
      true and correct in all material respects (it being understood that,
      notwithstanding anything contained herein to the contrary, no other
      representations and warranties shall be made on the Closing Date).

            (j) Control Agreements. To the extent not previously delivered, the
      Administrative Agent shall have received control agreements executed by
      all parties thereto with respect to each Deposit Account (as defined in
      the Guarantee and Collateral Agreement) or Securities Account (as defined
      in the Guarantee and Collateral Agreement) required to be pledged by any
      Loan Party to the Administrative Agent pursuant to the Guarantee and
      Collateral Agreement (subject to the proviso in Section 7.10(e) hereof),
      in each case in form and substance satisfactory to the Administrative
      Agent.

            6.2. Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date is
subject to the satisfaction of the following conditions precedent:

            (a) No Default. No Default or Event of Default shall have occurred
      and be continuing on such date or after giving effect to the extensions of
      credit requested to be made on such date.

            (b) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct on and as of such date as if made on and as of
      such date except to the extent such representations and warranties relate
      to a specified date, then as of such date.

            (c) Certificate. At the request of the Administrative Agent, the
      Borrower shall have delivered to the Administrative Agent a certificate of
      a Responsible Officer certifying the satisfaction of the conditions set
      forth in Sections 6.2(a) and 6.2(b).



                                                                              59

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.

                        SECTION 7. AFFIRMATIVE COVENANTS

            Each of the Borrower and, solely for purposes of Sections 7.3, 7.4
and 7.5, Holdings, hereby agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or Agent hereunder, each of the Borrower and, solely for
purposes of Sections 7.3, 7.4 and 7.5, Holdings, shall, and the Borrower shall
cause each of its Subsidiaries to:

            7.1. Financial Statements. Furnish to the Administrative Agent (with
copies for each Lender):

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Borrower (or, if earlier, on or prior to
      the date on which the Borrower is required to file its annual report on
      Form 10-K (or successor form) with the SEC), a copy of the audited
      consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of operations, cash flows and changes in
      shareholders' equity for such year, setting forth in each case in
      comparative form the figures for the previous year on a GAAP basis,
      reported on without a "going concern" or like qualification or exception,
      or qualification arising out of the scope of the audit or other material
      qualification or exception, by PricewaterhouseCoopers LLP or other
      independent certified public accountants of nationally recognized
      standing; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Borrower (or, if earlier, not later than the date on which the
      Borrower is required to file such quarterly report on Form 10-Q (or
      successor form) with the SEC), the unaudited consolidated balance sheet of
      the Borrower and its consolidated Subsidiaries as at the end of such
      quarter and the related unaudited consolidated statements of operations
      for such quarter and the portion of the fiscal year through the end of
      such quarter and statements of changes in shareholders' equity and cash
      flows for the portion of the fiscal year through the end of such quarter,
      setting forth in each case in comparative form the figures for the
      previous year on a GAAP basis, certified by a Responsible Officer as being
      fairly stated in all material respects (subject to normal year-end audit
      adjustments).

All such financial statements shall be complete and correct in all material
respects, shall be prepared in reasonable detail and, except as otherwise
indicated above, shall be in accordance with GAAP or applicable rules and
regulations of the SEC (in the case of pro forma and pro forma adjusted
financial information) applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).

            7.2. Certificates; Other Information. Furnish to the Administrative
Agent (with copies for each Lender) (or, in the case of clause (g), to the
relevant Lender):

            (a) concurrently with the delivery of the financial statements
      referred to in Section 7.1(a), a certificate of the independent certified
      public accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of any
      Default or Event of Default, except as specified in such certificate;



                                                                              60

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 7.1, (i) a certificate of a Responsible Officer
      stating that, to the best of each such Responsible Officer's knowledge,
      each Loan Party during such period has observed or performed all of its
      covenants and other agreements and satisfied every condition contained in
      this Agreement and the other Loan Documents to which it is a party to be
      observed, performed or satisfied by it, and that such Responsible Officer
      has obtained no knowledge of any Default or Event of Default except as
      specified in such certificate and (ii) in the case of quarterly or annual
      financial statements, (x) a Compliance Certificate containing all
      information and calculations necessary for determining compliance by each
      Group Member with the provisions of this Agreement referred to therein as
      of the last day of the fiscal quarter or fiscal year of the Borrower, as
      the case may be, and, if applicable, for determining the Applicable
      Margins, and (y) to the extent not previously disclosed to the
      Administrative Agent, a listing of any material Intellectual Property
      acquired by any Loan Party since the date of the most recent list
      delivered pursuant to this clause (y) (or, in the case of the first such
      list so delivered, since the Closing Date);

            (c) as soon as available, and in any event no later than 30 days
      after the commencement for each fiscal year of the Borrower, a detailed
      consolidated budget for the following fiscal year (including a projected
      consolidated balance sheet and related consolidated statements of
      projected operations and cash flow as of the end of such fiscal year and
      the assumptions used therein), in each case with supporting commentary and
      discussion and in form reasonably satisfactory to the Administration
      Agent, and, promptly when available, any material revision of such budget
      (collectively, the "Projections");

            (d) if the Borrower is not then a reporting company under the
      Securities Exchange Act of 1934, as amended, within 45 days after the end
      of each fiscal quarter of the Borrower or 90 days in the case of the last
      fiscal quarter of each fiscal year, a narrative discussion and analysis of
      the financial condition and results of operations of the Borrower and its
      Subsidiaries for such fiscal quarter and for the period from the beginning
      of the then current fiscal year to the end of such fiscal quarter, as
      compared to the portion of the Projections covering such periods and to
      the comparable periods of the previous year;

            (e) no later than five Business Days prior to the effectiveness
      thereof, copies of substantially final drafts of any proposed material
      amendment, supplement, waiver or other modification with respect to the
      Notes Indentures;

            (f) within five days after the same are sent, copies of all
      financial statements and reports that the Borrower sends to the holders of
      any class of its debt securities or public equity securities and, within
      five days after the same are filed, copies of all financial statements and
      reports that the Borrower may make to, or file with, the SEC; and

            (g) promptly, such additional financial and other information,
      including, such other information regarding the operations, business
      affairs and financial condition of Holdings, the Borrower or any of their
      respective Subsidiaries, and compliance with the terms of any Loan
      Document, as the Administrative Agent or any Lender may from time to time
      reasonably request.

            7.3. Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested



                                                                              61

obligation and the enforcement of any Lien securing such obligation and (d) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

            7.4. Maintenance of Existence; Compliance. (a)(i) Preserve, renew
and keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 8.4 and except, in the case of clause (ii) above,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

            7.5. Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted and (b) maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

            7.6. Inspection of Property; Books and Records; Discussions. (a)
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
upon reasonable prior notice permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records at any reasonable time and as often as may reasonably be
desired and to discuss the business, operations, properties and financial and
other condition of the Group Members with officers and employees of the Group
Members and with their independent certified public accountants.

            7.7. Notices. Promptly give notice to the Administrative Agent and
each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
      Obligation of any Group Member which could reasonably be expected to have
      a Material Adverse Effect or (ii) litigation, investigation or proceeding
      that, if adversely determined, could reasonably be expected to have a
      Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member (i)
      which, if adversely determined, could reasonably be expected to have a
      Material Adverse Effect or (ii) which relates to any Loan Document;

            (d) the following events, as soon as possible and in any event
      within 30 days after the Borrower knows or has reason to know thereof: (i)
      the occurrence of any Reportable Event with respect to any Plan, a failure
      to make any required contribution to a Plan, the creation of any Lien in
      favor of the PBGC or a Plan or any withdrawal from, or the termination,
      Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
      institution of proceedings or the taking of any other action by the PBGC
      or the Borrower or any Commonly Controlled Entity or any Multiemployer
      Plan with respect to the withdrawal from, or the termination,
      Reorganization or Insolvency of, any Plan; and

            (e) any development or event that has had or could reasonably be
      expected to have a Material Adverse Effect.



                                                                              62

Each notice pursuant to this Section 7.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower or the relevant Subsidiary proposes
to take with respect thereto.

            7.8. Environmental Laws. (a) Comply in all material respects with,
and ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, except where the failure to so comply, could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except where the failure to so conduct and complete such investigations,
studies, sampling and testing, could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            7.9. Interest Rate Protection. In the case of the Borrower, within
90 days after the Closing Date, enter into, and thereafter maintain, such Hedge
Agreements as are necessary to provide (together with any existing Hedge
Agreements entered into prior to the date hereof) that at least 50% of the
aggregate principal amount of all Funded Debt at such time is subject to either
a fixed interest rate or interest rate protection for a period of not less than
three years, which Hedge Agreements shall have terms and conditions reasonably
satisfactory to the Administrative Agent.

            7.10. Additional Collateral, etc. (a) With respect to any personal
property acquired after the Closing Date by any Group Member (other than (w) any
property described in paragraph (b), (c), (d) or (e) below, (x) any property
subject to a Lien expressly permitted by Section 8.3(a)(viii), (y) property
acquired by any Foreign Subsidiary and (z) any other property with respect to
which a security interest cannot be perfected by filing a financing statement
under the Uniform Commercial Code of the relevant state having a value which,
together with the value of all such other property as to which the Collateral
Agent, for the benefit of the Administrative Agent and the Lenders, does not
have a perfected Lien, does not exceed $2,500,000), promptly (i) execute and
deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement or such other documents as the Administrative Agent deems
necessary or advisable to grant to the Collateral Agent, for the benefit of the
Lenders, a security interest in such property and (ii) take all actions
necessary or advisable to grant to the Collateral Agent, for the benefit of the
Administrative Agent and the Lenders, a perfected first priority security
interest in such property, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee
and Collateral Agreement or by law or as may be requested by the Administrative
Agent.

            (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $2,500,000 acquired after
the Closing Date by any Group Member (other than (x) any real property subject
to a Lien expressly permitted by Section 8.3(a)(viii) and (y) real property
acquired by any Foreign Subsidiary), promptly (i) execute and deliver a first
priority Mortgage, in favor of the Collateral Agent, for the benefit of the
Administrative Agent and the Lenders, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title
insurance covering such real property in an amount at least equal to the
purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent) as well as a current as-built
survey thereof, together with a surveyor's certificate and (y) any consents or
estoppels



                                                                              63

reasonably deemed necessary or advisable by the Administrative Agent in
connection with such Mortgage, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent and (iii) if requested by
the Administrative Agent, deliver to the Collateral Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

            (c) With respect to any new Subsidiary (other than a Foreign
Subsidiary or a Securitization Vehicle) created or acquired after the Closing
Date by any Group Member, promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent deems necessary or advisable to grant to the Collateral
Agent, for the benefit of the Administrative Agent and the Lenders, a perfected
first priority security interest in the Capital Stock and intercompany
obligations of such new Subsidiary that is owned by any Group Member, (ii)
deliver to the Collateral Agent the certificates representing such Capital Stock
and any intercompany notes evidencing such obligations, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party
to the Guarantee and Collateral Agreement, (B) to take such actions necessary or
advisable to grant to the Collateral Agent for the benefit of the Administrative
Agent and the Lenders a perfected first priority security interest in the
Collateral described in the Guarantee and Collateral Agreement with respect to
such new Subsidiary, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such
Subsidiary, substantially in the form of Exhibit C, with appropriate insertions
and attachments, and (iv) if requested by the Administrative Agent, deliver to
the Collateral Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

            (d) With respect to any new Foreign Subsidiary or Securitization
Vehicle created or acquired after the Closing Date by any Group Member (other
than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and
deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to
grant to the Collateral Agent, for the benefit of the Administrative Agent and
the Lenders, a perfected first priority security interest in the Capital Stock
and intercompany obligations of such new Subsidiary that is owned by any such
Group Member (provided that in no event shall more than 65% of the total
outstanding Capital Stock of any such new Subsidiary be required to be so
pledged), (ii) deliver to the Collateral Agent the certificates representing
such Capital Stock and any intercompany notes evidencing such obligations,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Group Member, as the case may be, and take
such other action as may be necessary or, in the opinion of the Administrative
Agent, desirable to perfect the Collateral Agent's security interest therein,
and (iii) if requested by the Administrative Agent, deliver to the Collateral
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

            (e) From and after the Closing Date, with respect to any Deposit
Account (as defined in the Guarantee and Collateral Agreement) or Securities
Account (as defined in the Guarantee and Collateral Agreement) of any Group
Member, cause such Group Member and the relevant securities intermediary or
depository institution to enter into a control agreement in form and substance
satisfactory to the Collateral Agent, provided that control agreements shall not
be required with respect to Deposit Accounts and Securities Accounts having an
aggregate balance of less than $1,000,000 at any one time.



                                                                              64

            (f) Notwithstanding anything to the contrary set forth herein, any
Subsidiary which guarantees the Notes, any Additional Senior Subordinated Debt
or any Additional Senior Unsecured Notes shall comply with the requirements of
Section 7.10(c).

            7.11. Further Assurances. From time to time execute and deliver, or
cause to be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing
the rights of the Collateral Agent, the Administrative Agent and the Lenders
with respect to the Collateral (or with respect to any additions thereto or
replacements or proceeds thereof or with respect to any other property or assets
hereafter acquired by the Borrower or any Subsidiary which may be deemed to be
part of the Collateral) pursuant hereto or thereto. Upon the exercise by the
Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording qualification or authorization of any Governmental
Authority, the Borrower will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or such Lenders may be
required to obtain from the Borrower or any of its Subsidiaries for such
governmental consent, approval, recording, qualification or authorization.

                         SECTION 8. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or Agent hereunder, the Borrower shall not, and the
Borrower shall not permit any of its Subsidiaries to, directly or indirectly:

            8.1. Financial Condition Covenants. (a) Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio at any time during any fiscal quarter set
forth below to exceed the ratio set forth below opposite such fiscal quarter:



  Fiscal Quarter                Consolidated Leverage Ratio
- ------------------              ---------------------------
                             
 December 31, 2005                    5.90 to 1.0
    March 31, 2006                    5.90 to 1.0
     June 30, 2006                    5.90 to 1.0
September 30, 2006                    5.90 to 1.0
 December 31, 2006                    5.25 to 1.0
    March 31, 2007                    5.25 to 1.0
     June 30, 2007                    5.25 to 1.0
September 30, 2007                    5.25 to 1.0
 December 31, 2007                    4.50 to 1.0
    March 31, 2008                    4.50 to 1.0
     June 30, 2008                    4.50 to 1.0
September 30, 2008                    4.50 to 1.0
 December 31, 2008                    3.50 to 1.0
    March 31, 2009                    3.50 to 1.0
     June 30, 2009                    3.50 to 1.0
September 30, 2009                    3.50 to 1.0
 December 31, 2009                    3.50 to 1.0
    March 31, 2010                    3.50 to 1.0
     June 30, 2010                    3.50 to 1.0




                                                                              65



   Fiscal Quarter               Consolidated Leverage Ratio
- ------------------              ---------------------------
                             
September 30, 2010                    3.50 to 1.0
 December 31, 2010                    3.50 to 1.0
    March 31, 2011                    3.50 to 1.0
     June 30, 2011                    3.50 to 1.0


            (b) Consolidated Senior Secured Leverage Ratio. Permit the
Consolidated Senior Secured Leverage Ratio at any time during any fiscal quarter
set forth below to exceed the ratio set forth opposite such fiscal quarter:



                               Consolidated Senior Secured
   Fiscal Quarter                    Leverage Ratio
- ------------------             ---------------------------
                            
 December 31, 2005                    4.50 to 1.0
    March 31, 2006                    4.50 to 1.0
     June 30, 2006                    4.50 to 1.0
September 30, 2006                    4.50 to 1.0
 December 31, 2006                    4.25 to 1.0
    March 31, 2007                    4.25 to 1.0
     June 30, 2007                    4.25 to 1.0
September 30, 2007                    4.25 to 1.0
 December 31, 2007                    3.50 to 1.0
    March 31, 2008                    3.50 to 1.0
     June 30, 2008                    3.50 to 1.0
September 30, 2008                    3.50 to 1.0
 December 31, 2008                    2.50 to 1.0
    March 31, 2009                    2.50 to 1.0
     June 30, 2009                    2.50 to 1.0
September 30, 2009                    2.50 to 1.0
 December 31, 2009                    2.50 to 1.0
    March 31, 2010                    2.50 to 1.0
     June 30, 2010                    2.50 to 1.0
September 30, 2010                    2.50 to 1.0
 December 31, 2010                    2.50 to 1.0
    March 31, 2011                    2.50 to 1.0
     June 30, 2011                    2.50 to 1.0


            (c) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to be less than the
ratio set forth below opposite such fiscal quarter:



                                  Consolidated Interest
  Fiscal Quarter                     Coverage Ratio
- ------------------                ---------------------
                               
 December 31, 2005                    1.75 to 1.0
    March 31, 2006                    1.75 to 1.0
     June 30, 2006                    1.75 to 1.0
September 30, 2006                    1.75 to 1.0
 December 31, 2006                    1.75 to 1.0
    March 31, 2007                    1.75 to 1.0




                                                                              66



                                  Consolidated Interest
  Fiscal Quarter                     Coverage Ratio
- ------------------                ---------------------
                               
     June 30, 2007                    1.75 to 1.0
September 30, 2007                    1.75 to 1.0
 December 31, 2007                    2.00 to 1.0
    March 31, 2008                    2.00 to 1.0
     June 30, 2008                    2.00 to 1.0
September 30, 2008                    2.00 to 1.0
 December 31, 2008                    2.25 to 1.0
    March 31, 2009                    2.25 to 1.0
     June 30, 2009                    2.25 to 1.0
September 30, 2009                    2.25 to 1.0
 December 31, 2009                    2.50 to 1.0
    March 31, 2010                    2.50 to 1.0
     June 30, 2010                    2.50 to 1.0
September 30, 2010                    2.50 to 1.0
 December 31, 2010                    2.50 to 1.0
    March 31, 2011                    2.50 to 1.0
     June 30, 2011                    2.50 to 1.0


            8.2. Indebtedness. (a) Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:

                  (i) Indebtedness of any Loan Party pursuant to any Loan
            Document;

                  (ii) Indebtedness (A) of the Borrower to any Subsidiary, (B)
            of any Subsidiary Guarantor to the Borrower or any other Subsidiary,
            (C) of any Foreign Subsidiary to any Foreign Subsidiary and (D)
            subject to Section 8.8(f), of any Foreign Subsidiary to the Borrower
            or any Subsidiary Guarantor;

                  (iii) Guarantee Obligations incurred in the ordinary course of
            business by the Borrower or any of its Subsidiaries of obligations
            of the Borrower, any Subsidiary Guarantor and, subject to Section
            8.8(f), of any Foreign Subsidiary;

                  (iv) Indebtedness outstanding on the Original Closing Date and
            listed on Schedule 8.2(a)(iv) and any refinancings, refundings,
            renewals or extensions thereof (without shortening the maturity of,
            or increasing the principal amount thereof or decreasing weighted
            average life thereof);

                  (v) Indebtedness (including, without limitation, Capital Lease
            Obligations) to finance the acquisition, construction or improvement
            of fixed or capital assets secured by Liens permitted by Section
            8.3(a)(viii) in an aggregate principal amount not to exceed
            $45,000,000 at any one time outstanding;

                  (vi) Indebtedness of the Borrower in respect of the Notes in
            an aggregate principal amount not to exceed $925,000,000 and
            Guarantee Obligations of any Subsidiary Guarantor in respect of the
            Notes, provided that the Guarantee Obligations in respect of the
            Senior Subordinated Notes are subordinated to the same extent as the
            obligations of the Borrower in respect of the Senior Subordinated
            Notes;



                                                                              67

                  (vii) Indebtedness of any Person that becomes a Subsidiary
            after the date hereof; provided that such Indebtedness exists at the
            time such Person becomes a Subsidiary and is not created in
            contemplation of or in connection with such Person becoming a
            Subsidiary;

                  (viii) Indebtedness of the Borrower incurred to finance the
            cash consideration for Permitted Acquisitions that are permitted by
            Section 8.8(m) so long as (v) such Indebtedness is subordinated to
            the Indebtedness created under the Loan Documents in a manner
            substantially equivalent to the subordination of the Senior
            Subordinated Notes, (w) the terms of such Indebtedness are no more
            restrictive than the terms applicable to the Loans, (x) the final
            maturity of such Indebtedness is no earlier than the final maturity
            of the Loans, (y) such Indebtedness shall not require any payments
            of principal thereof prior to the final maturity of the Loans and
            (z) the aggregate principal amount of such Indebtedness shall not
            exceed $50,000,000; provided that, immediately after giving effect
            to the incurrence of such Indebtedness, the Borrower shall be in
            compliance with the ratios set forth in Section 8.1 opposite the
            period in which the date of the proposed incurring of such
            Indebtedness falls (the "Indebtedness Measurement Date") (and, for
            purposes of determining such compliance, the "Consolidated EBITDA"
            and the "Consolidated Interest Coverage Ratio" shall each be as in
            effect on the last day of the fiscal quarter most recently ended on
            or prior to such Indebtedness Measurement Date and adjusted to give
            effect to the proposed incurrence of Indebtedness and the uses of
            the proceeds thereof as if such Indebtedness had been incurred and
            such acquisition had occurred on the first day of the relevant
            period for testing compliance and "Consolidated Total Debt" and
            "Consolidated Senior Secured Debt" shall be as in effect on such
            Indebtedness Measurement Date and assuming the proposed Indebtedness
            had been incurred);

                  (ix) Hedge Agreements permitted under Section 8.12;

                  (x) [Reserved];

                  (xi) Guarantee Obligations of the Borrower or any of its
            Subsidiaries with respect to borrowings by employees in connection
            with the purchase of Capital Stock of Holdings by employees of
            Holdings or any of its Subsidiaries; provided that the aggregate
            outstanding amount of such Guarantee Obligations, together with the
            aggregate outstanding principal amount of loans and advances
            pursuant to Section 8.8(i) shall not exceed $2,500,000;

                  (xii) Indebtedness of the Borrower or any of its Subsidiaries
            in the ordinary course of business in respect of netting services,
            overdraft protection and other services in connection with deposit
            accounts; provided that the aggregate amount of such Indebtedness
            shall not exceed $5,000,000 at any time;

                  (xiii) Indebtedness of the Borrower or any of its Subsidiaries
            in connection with surety, performance, appeal or similar bonds,
            completion guarantees or similar instruments (other than letters of
            credit) issued in the ordinary course of business and with respect
            to obligations other than Indebtedness, including any such
            instruments pursuant to self-insurance and workers' compensation
            programs;

                  (xiv) Indebtedness of the Borrower or any of its Subsidiaries
            arising from the honoring by a bank or other financial institution
            of a check, draft or similar instrument



                                                                              68

            inadvertently drawn against insufficient funds in the ordinary
            course of business; provided that such Indebtedness is extinguished
            within two Business Days of incurrence of such Indebtedness;

                  (xv) Additional Senior Subordinated Debt or Additional Senior
            Unsecured Notes, so long as the Borrower and its Subsidiaries are in
            compliance, on a pro forma basis after giving effect to the
            incurrence of such Additional Senior Subordinated Debt or Additional
            Senior Unsecured Notes, as the case may be, with the covenants set
            forth in Section 8.1 opposite the period in which the relevant
            Indebtedness Measurement Date falls (and, for purposes of
            determining such compliance, "Consolidated EBITDA" and the
            "Consolidated Interest Coverage Ratio" shall each be as in effect on
            the last day of the fiscal quarter most recently ended on or prior
            to such Indebtedness Measurement Date and adjusted to give effect to
            the proposed incurrence of Indebtedness and the uses of the proceeds
            thereof as if such Indebtedness had been incurred on the first day
            of the relevant period for testing compliance and "Consolidated
            Total Debt" and "Consolidated Senior Secured Debt" shall be as in
            effect on such Indebtedness Measurement Date and assuming the
            proposed Indebtedness had been incurred); provided that no Default
            or Event of Default shall have then occurred and be continuing or
            would result therefrom;

                  (xvi) additional Indebtedness of the Borrower or any of its
            Subsidiaries in an aggregate principal amount (for the Borrower and
            all Subsidiaries) not to exceed $50,000,000 at any one time
            outstanding;

                  (xvii) (A) Indebtedness incurred to refinance, refund or
            replace Indebtedness outstanding under Sections 8.2(a)(v) and
            8.2(a)(vii) without increasing the principal amount thereof, (B)
            Additional Senior Subordinated Debt incurred to refinance, refund or
            replace the Senior Subordinated Notes or any Indebtedness
            outstanding under Section 8.2(a)(viii) without increasing the
            principal amount thereof and (C) Indebtedness of the Borrower and
            the Subsidiary Guarantors incurred to refinance, refund or replace
            the Senior Unsecured Notes without increasing the principal amount
            thereof, so long as such Indebtedness constitutes either Additional
            Senior Subordinated Debt or Additional Senior Unsecured Notes;

                  (xviii) [Reserved]; and

                  (xix) Third Party Interests issued by Securitization Vehicles
            in Securitizations permitted by Section 8.5, and Indebtedness
            represented by such Third Party Interests and Indebtedness
            consisting of Standard Securitization Undertakings, provided that
            the aggregate amount of such Third Party Interests shall not exceed
            $260,000,000 at any time outstanding.

            (b) [Reserved]

            8.3. Liens. (a) Create, incur, assume or suffer to exist any Lien
upon any of its property, whether now owned or hereafter acquired, except for:

                  (i) Liens for taxes not yet due or that are being contested in
            good faith by appropriate proceedings, provided that adequate
            reserves with respect thereto are maintained on the books of the
            Borrower or its Subsidiaries, as the case may be, in conformity with
            GAAP;



                                                                              69

                  (ii) carriers', warehousemen's, mechanics', materialmen's,
            repairmen's or other like Liens arising in the ordinary course of
            business that are not overdue for a period of more than 30 days or
            that are being contested in good faith by appropriate proceedings;

                  (iii) Liens arising solely by virtue of any statutory or
            common law provisions relating to bankers' Liens, rights of set-off
            or similar rights and remedies as to deposit accounts or other funds
            maintained with a creditor depositary institution;

                  (iv) pledges or deposits in connection with workers'
            compensation, unemployment insurance and other social security
            legislation;

                  (v) deposits to secure the performance of bids, trade
            contracts (other than for borrowed money), leases, statutory
            obligations, surety and appeal bonds, performance bonds and other
            obligations of a like nature incurred in the ordinary course of
            business;

                  (vi) easements, rights-of-way, restrictions and other similar
            encumbrances incurred in the ordinary course of business that, in
            the aggregate, are not substantial in amount and that do not in any
            case materially detract from the value of the property subject
            thereto or materially interfere with the ordinary conduct of the
            business of the Borrower or any of its Subsidiaries;

                  (vii) Liens in existence on the Original Closing Date listed
            on Schedule 8.3(a)(vii), securing Indebtedness permitted by Section
            8.2(a)(iv), provided that no such Lien is spread to cover any
            additional property after the date hereof and that the principal
            amount of Indebtedness secured thereby is not increased;

                  (viii) Liens securing Indebtedness of the Borrower or any
            other Subsidiary incurred pursuant to Section 8.2(a)(v) to finance
            the acquisition, construction or improvement of fixed or capital
            assets, provided that (A) such Liens shall be created substantially
            simultaneously with the acquisition, construction or improvement of
            such fixed or capital assets, (B) such Liens do not at any time
            encumber any property other than the property financed by such
            Indebtedness and (C) the principal amount of Indebtedness secured
            thereby is not increased;

                  (ix) Liens created pursuant to the Security Documents
            (including any Liens created therein in favor of holders of the
            Senior Unsecured Notes as required by the Senior Unsecured Notes
            Indenture);

                  (x) any Lien (other than Liens permitted by paragraph (vii))
            existing on any property or asset prior to the acquisition thereof
            by the Borrower or any Subsidiary or existing on any property or
            asset of any Person that becomes a Subsidiary after the date hereof
            prior to the time such Person becomes a Subsidiary; provided that
            (A) such Lien is not created in contemplation of or in connection
            with such acquisition or such Person becoming a Subsidiary, as the
            case may be, (B) such Lien shall not apply to any other property or
            assets of the Borrower or any Subsidiary and (C) such Lien shall
            secure only those obligations which it secures on the date of such
            acquisition or the date such Person becomes a Subsidiary, as the
            case may be;



                                                                              70

                  (xi) any interest or title of a lessor under any lease entered
            into by the Borrower or any other Subsidiary in the ordinary course
            of its business and covering only the assets so leased;

                  (xii) Liens in favor of any Securitization Vehicle or any
            collateral agent on Securitization Assets transferred or purported
            to be transferred to such Securitization Vehicle in connection with
            Securitizations permitted by Section 8.5;

                  (xiii) any provision for the retention of title to any
            property by the vendor or transferor of such property, which
            property is acquired by the Borrower or a Subsidiary in a
            transaction entered into in the ordinary course of business of the
            Borrower or such Subsidiary and for which kind of transaction it is
            normal market practice for such retention of title provision to be
            included;

                  (xiv) Liens arising by means of any judgment of any court to
            the extent not otherwise resulting in a Default; provided that any
            such Lien is released within 30 days following the creation thereof;
            and

                  (xv) Liens not otherwise permitted by this Section so long as
            neither (A) the aggregate outstanding principal amount of the
            obligations secured thereby nor (B) the aggregate fair market value
            (determined as of the date such Lien is incurred) of the assets
            subject thereto exceeds (as to the Borrower and all Subsidiaries)
            $50,000,000 at any one time.

            (b) [Reserved]

            8.4. Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

            (a) any Subsidiary of the Borrower may be merged or consolidated
      with or into the Borrower (provided that the Borrower shall be the
      continuing or surviving corporation) or with or into any Subsidiary
      Guarantor (provided that the Subsidiary Guarantor shall be the continuing
      or surviving corporation) or, subject to Section 8.8(f), with or into any
      Foreign Subsidiary;

            (b) any Subsidiary of the Borrower may Dispose of any or all of its
      assets (upon voluntary liquidation or otherwise) to the Borrower or any
      Subsidiary Guarantor or, subject to Section 8.8(f), any Foreign
      Subsidiary;

            (c) any Subsidiary may merge or consolidate with any other Person to
      effect an Investment permitted under Section 8.8(m)(x);

            (d) any Subsidiary may merge or consolidate with any other Person to
      effect a Disposition permitted under Section 8.5; and

            (e) the Borrower may dispose of any or all of its assets to any
      Subsidiary Guarantor.

            8.5. Disposition of Property. Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person,
except:




                                                                              71

            (a) the Disposition in the ordinary course of business of obsolete,
      worn out or permanently retired equipment or facilities that is no longer
      useful in the conduct of the business;

            (b) the sale of inventory in the ordinary course of business;

            (c) the Disposition of Permitted Investments in the ordinary course
      of business;

            (d) Dispositions permitted by Section 8.4(a), (b) or (e);

            (e) the sale or issuance of any Subsidiary's Capital Stock to the
      Borrower or any Subsidiary Guarantor;

            (f) the Disposition of the Borrower's facility at 1615 Bluff City
      Highway, Bristol, Tennessee;

            (g) the licensing or sublicensing of Intellectual Property in the
      ordinary course of business in a manner that does not materially interfere
      with the business of the Borrower and its Subsidiaries;

            (h) Dispositions of property by a Foreign Subsidiary to another
      Foreign Subsidiary;

            (i) Restricted Payments permitted by Section 8.6;

            (j) the Disposition of other property (other than Dispositions of
      less than all of the Capital Stock of any Subsidiary owned by the Group
      Members) having a fair market value not to exceed $25,000,000 in the
      aggregate for any fiscal year of the Borrower; provided that all
      Dispositions permitted by this Section 8.5(j) shall be made for fair value
      and at least 75% of the consideration therefor shall consist of cash or
      Permitted Investments;

            (k) Permitted Asset Swaps;

            (l) sales of Securitization Assets to one or more Securitization
      Vehicles in Securitizations; provided that (i) each such Securitization is
      effected on market terms as reasonably determined by the management of the
      Borrower, (ii) the aggregate amount of Third Party Interests in respect of
      all such Securitizations does not exceed $260,000,000 at any time
      outstanding, (iii) the proceeds to each such Securitization Vehicle from
      the issuance of Third Party Interests are applied substantially
      simultaneously with receipt thereof to the purchase from the Borrower or
      Subsidiaries Securitization Assets and an amount equal to 100% of the Net
      Cash Proceeds from each such Securitization is applied to the mandatory
      repayment of Term Loans in accordance with Section 4.2(c) and (iv) the
      Capital Stock and Sellers' Retained Interests in respect of each such
      Securitization Vehicle shall be pledged to the Administrative Agent under
      the Guarantee and Collateral Agreement; and

            (m) Dispositions to Holdings (or a Subsidiary thereof) of assets
      used or to be used for the provision of Shared Services.

            8.6. Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or



                                                                              72

make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Borrower or any Subsidiary
(collectively, "Restricted Payments"), except that:

            (a) any Subsidiary may make Restricted Payments to the Borrower or
      any Subsidiary Guarantor (and, if such Subsidiary is not a Wholly Owned
      Subsidiary, to its other holders of common Capital Stock on a pro rata
      basis);

            (b) so long as no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, the Borrower may pay its
      Allocable Share of dividends to Holdings to permit Holdings to purchase
      (i) Holdings' common stock or common stock options from present or former
      directors, officers or employees of Holdings or any Group Member upon the
      death, disability, retirement or termination of employment of such officer
      or employee or a change of control (under the applicable plan) and (ii)
      Holdings' common stock for contributions to its employee stock purchase
      and deferred compensation plans in the ordinary course of business,
      provided, that the aggregate amount of payments under this clause (b)
      after the Original Closing Date (net of any proceeds received by Holdings
      and contributed to the Borrower after the Original Closing Date in
      connection with resales of any common stock or common stock options so
      purchased) shall not exceed $5,000,000;

            (c) the Borrower may pay dividends to Holdings to (i)(A) pay its
      Allocable Share of franchise taxes and other amounts required by Holdings
      to maintain its corporate existence, (B) pay its Allocable Share of
      operating and overhead expenses of Holdings (including, without
      limitation, salaries and other compensation of employees, directors' fees
      and expenses and travel and entertainment expenses) incurred by Holdings
      in the ordinary course of business, (C) pay its Allocable Share of the
      Shared Services Payments or (D) reimburse Holdings for the payment of
      amounts relating to services (including, without limitation, legal,
      consulting, software, insurance and accounting services) provided by third
      parties on the Borrower's or any of its Subsidiaries' behalf, in each case
      under this clause (i) to the extent such costs and expenses are incurred
      in the ordinary course of business and do not, for all costs and expenses
      described in this clause (i), exceed $10,000,000 in any fiscal year or
      (ii) pay its Allocable Share of any taxes that are due and payable by
      Holdings as part of a consolidated group;

            (d) [Reserved];

            (e) [Reserved];

            (f) the Borrower may make Restricted Payments to Holdings to enable
      Holdings to pay dividends on, and any increase in the purchase price in
      connection with the redemption of, the Preferred Stock pursuant to Section
      2.1 of the Goldman Stock Purchase and Support Agreement, provided that (i)
      no Default or Event of Default shall have then occurred and be continuing
      or would result therefrom and (b) after giving effect thereto, on a pro
      forma basis, the Consolidated Senior Secured Leverage Ratio is not greater
      than 4.50 to 1.00;

            (g) any Foreign Subsidiary may make Restricted Payments to any other
      Foreign Subsidiary;

            (h) so long as no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, Restricted Payments not
      otherwise permitted by this Section, so long as the aggregate amount of
      such Restricted Payments, together with all other Restricted Payments made
      pursuant to this Section 8.6(h) since December 6, 2004, shall not exceed
      at any time the sum of (i) $150,000,000 plus (ii) (x) 50% of Quarterly
      Excess Cash Flow with respect to each



                                                                              73

      fiscal quarter of the Borrower ending on or after December 31, 2004 in
      which Quarterly Excess Cash Flow is greater than $0 minus (y) 100% of the
      absolute value of Quarterly Excess Cash Flow with respect to each fiscal
      quarter of the Borrower ending on or after December 31, 2004 in which
      Quarterly Excess Cash Flow is less than $0 (provided in no event shall
      this clause (ii) be deemed to be less than $0); provided that in
      determining Quarterly Excess Cash Flow for any fiscal quarter, the
      Borrower shall subtract any payments made pursuant to Section 8.6(k) with
      such Quarterly Excess Cash Flow;

            (i) [Reserved];

            (j) so long as no Default or Event of Default pursuant to Section
      9(a) or 9(f) shall have occurred and be continuing or would result
      therefrom, the Borrower may from time to time pay cash dividends to
      Holdings in an amount not in excess of its Allocable Share of regularly
      scheduled cash interest payable during the next period of 30 days on
      outstanding Permitted Holdings Debt, provided, however, that (x) any such
      dividends relating to any such cash interest payment must be paid not
      earlier than 30 days prior to the date when such cash interest is required
      to be paid by Holdings and the proceeds must (except to the extent
      prohibited by applicable subordination provisions, if any) be applied by
      Holdings to the payment of such interest when due and (y) no payment of
      dividends may be made pursuant to this clause (j) in respect of its
      Allocable Share of cash interest on Permitted Holdings Debt other than
      Base PHD unless the Consolidated Interest Coverage Ratio (determined on a
      pro forma basis after giving effect to such dividend payment) for the
      period of four consecutive fiscal quarters most recently ended on or prior
      to the date of such dividend payment is not less than the greater of (A)
      2.00 to 1.00 and (B) the Consolidated Interest Coverage Ratio covenant
      then in effect under Section 8.1(c); provided that for purposes of this
      clause (j) Permitted Holdings Debt shall be deemed to include any
      Indebtedness of a Finance Company that, if issued by Holdings, would
      constitute Permitted Holdings Debt; and

            (k) so long as no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, the Borrower may make
      Restricted Payments to Holdings to enable Holdings to (i) repurchase its
      common stock and (ii) pay cash dividends on its common stock, in an
      aggregate amount for the preceding clauses (i) and (ii) during any fiscal
      year not to exceed, if the Consolidated Leverage Ratio (determined on a
      pro forma basis after giving effect to such Restricted Payment) for the
      period of four consecutive fiscal quarters most recently ended on or prior
      to the date of such Restricted Payment is (w) greater than 4.00 to 1.0,
      10% of Excess Cash Flow for the previous year, (x) greater than 3.50 to
      1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the
      previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50
      to 1.0, 30% of Excess Cash Flow for the previous year and (z) less than
      3.00 to 1.0, 50% of Excess Cash Flow for the previous year; provided that
      in determining Excess Cash Flow for the previous year, the Borrower shall
      subtract any payments made pursuant to Section 8.6(h) with such Excess
      Cash Flow.

            8.7. Capital Expenditures. Make or commit to make any Consolidated
Capital Expenditure, except (a) Consolidated Capital Expenditures of the
Borrower and its Subsidiaries not exceeding $35,000,000 in any fiscal year;
provided, that (i) up to 100% of any such amount referred to above, if not so
expended in the fiscal year for which it is permitted, may be carried over for
expenditure in the next succeeding fiscal year and (ii) Consolidated Capital
Expenditures made pursuant to this clause (a) during any fiscal year shall be
deemed made, first, in respect of amounts permitted for such fiscal year as
provided above and, second, in respect of amounts carried over from the prior
fiscal year pursuant to subclause (i) above and (b) Consolidated Capital
Expenditures made in an amount equal to the proceeds of any Reinvestment
Deferred Amount.



                                                                              74

            8.8. Investments. Make any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, or make any other investment in, any
Person (all of the foregoing, "Investments"), except:

            (a) extensions of trade credit in the ordinary course of business;

            (b) cash and Permitted Investments;

            (c) Guarantee Obligations permitted by Section 8.2;

            (d) the SBC Acquisition Documentation and the transactions
      contemplated thereby;

            (e) intercompany Investments by any Group Member in the Borrower or
      any Person that, prior to such Investment, is a Subsidiary Guarantor;

            (f) intercompany Investments by the Borrower or any Subsidiary
      Guarantor in any Person, that, prior to such Investment, is a Foreign
      Subsidiary (including, without limitation, Guarantee Obligations with
      respect to obligations of any such Foreign Subsidiary, loans made to any
      such Foreign Subsidiary and Investments resulting from mergers with or
      sales of assets to any such Foreign Subsidiary) in an aggregate amount
      (valued at cost) not to exceed $5,000,000 during the term of this
      Agreement;

            (g) Investments consisting of Sellers' Retained Interests in
      Securitizations permitted by Section 8.5;

            (h) [Reserved];

            (i) loans and advances to employees of the Borrower or any of its
      Subsidiaries in the ordinary course of business; provided that the
      aggregate outstanding amount of such loans and advances, together with the
      aggregate outstanding principal amount of Guarantee Obligations pursuant
      to Section 8.2(a)(xi), shall not exceed $2,500,000;

            (j) stock, obligations or other securities received in settlement or
      good faith compromise of debts created in the ordinary course of business
      and owing to the Borrower or a Subsidiary or in satisfaction of judgments
      or pursuant to any plan of reorganization or similar arrangement upon the
      bankruptcy or insolvency of a debtor;

            (k) Investments in prepaid expenses and deposits in respect of
      workers' compensation and other similar deposits provided to third parties
      in the ordinary course of business, provided that the aggregate
      outstanding amount of such prepaid expenses and deposits shall not exceed
      $20,000,000 at any one time;

            (l) [Reserved];

            (m) Investments not otherwise permitted by the foregoing clauses of
      this Section and consisting of (x) a Permitted Acquisition, provided that
      (i) the consideration for any such Permitted Acquisition shall consist of
      common stock of the Borrower, cash, assumed Indebtedness or any
      combination thereof, and (ii) the aggregate amount of cash and assumed
      Indebtedness in connection with all such Permitted Acquisitions shall not
      exceed an amount equal to the sum of (A) $100,000,000, (B) the product of
      $15,000,000 (or, in the case of any fiscal



                                                                              75

      quarter with respect to which the Consolidated Leverage Ratio (measured on
      the last day of such fiscal quarter) is less than 4.5 to 1.0, $20,000,000)
      times the number of fiscal quarters elapsed since July 1, 2004, (C) the
      amount of Permitted Acquisition Reserve Amounts at such time and (D) the
      cash portion of the consideration for any Permitted Acquisition which is
      financed with the proceeds of a Reinvestment Event to the extent permitted
      pursuant to Section 4.2(c), provided, further, that (I) at least seven
      Business Days prior to consummating any Permitted Acquisition, the
      Borrower shall have delivered to the Lenders a certificate of a
      Responsible Officer of the Borrower certifying that the conditions
      described in the definition of "Permitted Acquisition" have been met with
      respect thereto and setting forth in reasonable detail satisfactory to the
      Administrative Agent the calculations required to be made pursuant to
      clause (c) of such definition and the assumptions used by the Borrower to
      make such calculations; (II) in the case of Permitted Acquisitions made in
      reliance on clauses (a)(ii) and (a)(iii) of the definition of Permitted
      Acquisition Reserve Amounts, the aggregate consideration in respect of
      such Permitted Acquisitions made in reliance on such clauses may not
      exceed (measured at the time that the relevant Permitted Acquisition is
      consummated) $350,000,000 (or $500,000,000, to the extent that the
      Consolidated Leverage Ratio at such time, calculated on a pro forma basis
      as if such Permitted Acquisition and any Indebtedness incurred in
      connection therewith had been consummated or incurred, as the case may be,
      on the first day of the relevant period, is less than 5.0 to 1.0), and (y)
      Investments in joint ventures and partnerships (other than Permitted
      Acquisitions) organized under the laws of any jurisdiction within the
      United States of America and conducting substantially all of its business
      therein in an aggregate amount not to exceed on any date $15,000,000; and

            (n) Investments not otherwise permitted by the foregoing clauses of
      this Section, so long as the aggregate amount of such Investments,
      together with all other Investments permitted pursuant to this Section
      8.8(n) since the December 6, 2002, shall not exceed the sum of (i)
      $50,000,000 and (ii) (1) 100% of the Net Cash Proceeds of any issuance of
      Capital Stock by any Group Member after December 5, 2003 (other than
      issuances of Capital Stock to any Group Member) which are not required to
      be used to prepay Term Loans or reduce Revolving Commitments pursuant to
      Section 4.2(b) minus (2) the sum of (x) the aggregate amount of Restricted
      Payments made pursuant to Section 8.6(e) of the Existing Credit Agreement
      since December 5, 2003, (y) the aggregate amount expended to redeem,
      repurchase or prepay Indebtedness in reliance upon Section 8.9(a)(v)(B)
      and (z) the aggregate amount of other Investments consummated in reliance
      upon clause (a)(i) of the definition of Permitted Acquisition Reserve
      Amounts.

            8.9. Optional Payments and Modifications of Certain Debt
Instruments. (a) Make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of
or interest on any Indebtedness, or any payment or other distribution (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Indebtedness, except (i) payment of
Indebtedness created under the Loan Documents, (ii) payment of regularly
scheduled interest and principal payments as and when due in respect of any
Indebtedness, other than payments in respect of the Senior Subordinated Notes
and the Additional Senior Subordinated Debt prohibited by the subordination
provisions thereof, (iii) payment of secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness, (iv) payments on intercompany Indebtedness, (v) redemptions,
repurchases or prepayments of other Indebtedness so long as the aggregate amount
of cash expended in connection therewith since December 5, 2003 shall not exceed
the sum of (A) the aggregate Net Cash Proceeds from borrowings of Tranche C Term
Loans and issuances of Designated Additional Indebtedness after the Original
Closing Date (it being understood and agreed that for the purposes of this
Section 8.9(a), Designated Additional Indebtedness shall include



                                                                              76

"Designated Additional Indebtedness" as defined in the Original Credit Agreement
incurred after the Original Closing Date and prior to the Closing Date), in each
case which are not used for Restricted Payments or Permitted Acquisitions made
pursuant to Sections 8.6 or 8.8, respectively, (B) (1) 100% of the Net Cash
Proceeds of any issuance of Capital Stock by any Group Member after December 5,
2003 (other than issuances of Capital Stock to any Group Member) which are not
required to be used to prepay Term Loans or reduce Revolving Commitments
pursuant to Section 4.2(b) minus (2) the sum of (x) the aggregate amount of
Restricted Payments made pursuant to Section 8.6(e) of the Existing Credit
Agreement since December 5, 2003, (y) the aggregate amount of Permitted
Acquisitions consummated in reliance upon clause (a)(i) of the definition of
Permitted Acquisition Reserve Amounts and (z) other Investments consummated
pursuant to Section 8.8(n) in reliance upon such Net Cash Proceeds, (C) (1) an
amount equal to the sum of the Borrower's Portion of Excess Cash Flow for each
fiscal year elapsed since December 5, 2003 minus (2) the aggregate amount of
Permitted Acquisitions consummated in reliance upon clause (a)(iv) of the
definition of Permitted Acquisition Reserve Amounts and (D) the Excess Funded
Amount, (vi) refinancings, refundings or replacements of Indebtedness permitted
under Section 8.2(a)(iv), (v) and (vii), and (vii) the Notes Repurchase and the
Notes Call;

            (a) amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of the
Notes, the Additional Senior Subordinated Debt or the Additional Senior
Unsecured Notes, other than the Notes Repurchase and other than any such
amendment, modification, waiver or other change that (i) would extend the
maturity, reduce the amount of any payment of principal thereof, reduce the rate
or extend any date for payment of interest thereon or would change the covenants
therein in a manner not materially more restrictive to the Borrower and its
Subsidiaries and (ii) does not involve the payment of a consent fee;

            (b) [Reserved]; or

            (c) designate any Indebtedness (other than obligations of the Loan
Parties pursuant to the Loan Documents) as "Designated Senior Debt" (or any
other defined term having a similar purpose) for the purposes of the Senior
Subordinated Notes Indenture and any Additional Senior Subordinated Debt
Documents.

            8.10. Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than Holdings, the Borrower or any Wholly Owned Subsidiary
Guarantor) unless such transaction is (a) otherwise not prohibited by this
Agreement, and (b) upon fair and reasonable terms no less favorable to the
relevant Group Member, taken as a whole, than it would obtain in a comparable
arm's length transaction with a Person that is not an Affiliate; provided that
this Section 8.10 shall not prohibit or require the Borrower to modify (i) any
Restricted Payment permitted under Section 8.6, (ii) any sale of Securitization
Assets to Securitization Vehicles and other transactions effected as part of
Securitizations permitted by Section 8.5, (iii) the provision of Shared Services
or (iv) transactions between the Target and/or its Subsidiaries, on the one
hand, and the Borrower and/or its Subsidiaries, on the other hand, for which the
reimbursement or consideration represents an allocation on a fair and reasonable
basis to such Person, provided that, such allocation represents an amount no
less than cost.

            8.11. Sales and Leasebacks. Enter into any arrangement with any
Person (other than a Wholly Owned Subsidiary Guarantor) providing for the
leasing by any Group Member of real or personal property that has been or is to
be sold or transferred by such Group Member to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of such Group Member, except to
the extent permitted by Section 8.2(a)(v).



                                                                              77

            8.12. Hedge Agreements. Enter into any Hedge Agreement, except (a)
the Hedge Agreements contemplated by Section 7.9, (b) Hedge Agreements entered
into to hedge or mitigate risks to which the Borrower or any Subsidiary has
actual exposure (other than those in respect of Capital Stock or the Notes, any
Additional Senior Subordinated Debt or any Additional Senior Unsecured Notes),
(c) Hedge Agreements required by any Securitization and (d) Hedge Agreements
entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment of
the Borrower or any Subsidiary.

            8.13. Changes in Fiscal Periods. Permit the fiscal year of the
Borrower to end on a day other than December 31 or change the Borrower's method
of determining fiscal quarters.

            8.14. Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, other than (a)
this Agreement and the other Loan Documents, the Notes Indentures and the
Additional Senior Subordinated Debt Documents or Additional Senior Unsecured
Debt Documents and the Preferred Stock, (b) any agreements governing any
purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the
assets financed thereby), (c) customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary or assets pending such sale;
provided such restrictions and conditions apply only to the Subsidiary or assets
that are to be sold and such sale is permitted under this Agreement, (d) any
restrictions in effect on the Original Closing Date and set forth on Schedule
8.14 hereto, (e) customary provisions in leases and other contracts restricting
assignment thereof in existence on the date hereof or entered into consistent
with past practice, (f) customary restrictions contained in any documents
relating to any Securitizations; provided such restrictions only apply to the
applicable Securitization Vehicle and its assets, (g) any restrictions imposed
by any agreement relating to secured Indebtedness permitted by Sections 8.2 and
8.3, so long as the restrictions under this clause (g) apply only to the
collateral on which a Lien is permitted with respect thereto pursuant to Section
8.3, (h) customary restrictions contained in the documents evidencing Permitted
Holdings Debt, Non-Cash Pay Holdings Debt and Non-Cash Pay Preferred Stock and
(i) restrictions contained in the Merger Agreement and customary restrictions
contained in documents evidencing any Permitted Acquisition or Holdings
Permitted Acquisition.

            8.15. Clauses Restricting Subsidiary Distributions. (a) Enter into
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of the Borrower to (i) make Restricted Payments
in respect of any Capital Stock of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (ii)
make loans or advances to, or other Investments in, the Borrower or any other
Subsidiary of the Borrower or (iii) transfer any of its assets to the Borrower
or any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (A) any restrictions imposed by law
or existing under the Loan Documents, the Notes Indentures and the Additional
Senior Subordinated Debt Documents or Additional Senior Unsecured Debt
Documents, (B) any restrictions in effect on the Original Closing Date and set
forth on Schedule 8.15 hereto, (C) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary, (D) customary restrictions contained in the documents
evidencing Permitted Holdings Debt, Non-Cash Pay Holdings Debt and Non-Cash Pay
Preferred Stock, (E) customary restrictions contained in any documents relating
to any Securitizations; provided such restrictions only apply to the applicable
Securitization Vehicle and its assets, (F) any restrictions imposed by any
agreement relating to secured Indebtedness permitted by Sections 8.2 and 8.3, so
long as the restrictions under this clause (F) apply only to the collateral on
which a Lien is permitted with respect thereto pursuant to Section 8.3 and (G)
restrictions contained in the



                                                                              78

Merger Agreement and customary restrictions contained in documents evidencing
any Permitted Acquisition or Holdings Permitted Acquisition.

            8.16. Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the Closing Date or that are reasonably related
thereto.

            8.17. Commingling of Accounts. The Borrower will not, nor will it
cause or permit any Subsidiary to, commingle amounts relating to Securitization
Assets sold pursuant to a Securitization with cash or any other amounts of the
Borrower and its Subsidiaries other than the temporary commingling of
collections on and proceeds of any accounts receivable or related assets of the
Borrower and its Subsidiaries, in each case as may be necessary to identify and
sort such collections and proceeds.

                         SECTION 8A. HOLDINGS COVENANTS

            Holdings hereby agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is
owing to any Lender or Agent hereunder:

            8A.1. Holdings Covenants. (a) Holdings shall not (i) conduct,
transact or otherwise engage in, or commit to conduct, transact or otherwise
engage in, any business or operations other than (u) those incidental to its
ownership of the Capital Stock of the Borrower, Merger Sub, any Finance Company,
any Subsidiary of Holdings or entity created or acquired in connection with a
Holdings Permitted Acquisition and any Subsidiary of Holdings created to perform
Shared Services and, if the Dex Media Acquisition Effective Date occurs, the
Target, (v) the issuance or sale of its common stock or Non-Cash Pay Preferred
Stock, (w) the incurrence of Non-Cash Pay Holdings Debt or, to the extent
permitted below, Permitted Holdings Debt, (x) the ownership of Shared Services
Assets and Operations and the provision of Shared Services, (y) those incidental
to the Preferred Stock and the redemption thereof and (z) the performance of its
obligations under the Dex Media Acquisition Documentation, including without
limitation the consummation of the Dex Media Acquisition, and the transactions
contemplated thereby, and in each case above including activities incidental
thereto; (ii) incur, create, assume or suffer to exist any Indebtedness or other
liabilities or financial obligations other than (u) nonconsensual obligations
imposed by operation of law and other liabilities incidental to the maintenance
of its existence or incurred in the ordinary course of business and other
permitted activities, (v) pursuant to the Loan Documents to which it is a party
and Guarantee Obligations in respect of (A) the Notes and (B) any obligations of
any Finance Company prior to the assumption of such obligations by Holdings
(whether by operation of law or otherwise), (w) ordinary course trade payables,
employee compensation liabilities (including, without limitation, loans and
advances to employees of Holdings in the ordinary course of business) and other
liabilities incurred in the ordinary course in connection with the provision of
Shared Services, (x) obligations with respect to its Capital Stock, Non-Cash Pay
Holdings Debt and, to the extent permitted hereby, Permitted Holdings Debt, (y)
Indebtedness assumed by Holdings in connection with a Holdings Permitted
Acquisition and (z) Hedge Agreements entered into in the ordinary course of
business; (iii) own, lease, manage or otherwise operate any properties or assets
other than assets constituting Shared Services Assets and Operations, cash and
Permitted Investments and Investments in the Borrower, Merger Sub, any Finance
Company, any Subsidiary of Holdings or entity created or acquired in connection
with a Holdings Permitted Acquisition, any Subsidiary of Holdings created to
perform Shared Services and, if the Dex Media Acquisition Effective Date occurs,
the Target, and the ownership of shares of Capital Stock of the Borrower, Merger
Sub, any Finance Company, any Subsidiary of Holdings or entity created or
acquired in connection with a Holdings Permitted Acquisition and any Subsidiary
of Holdings created to perform Shared Services and, if the Dex Media Acquisition
is consummated, the Target; or (iv) create, incur, assume or permit to exist any
Lien on any property or assets now owned or hereafter acquired by it other than
Holdings Permitted Encumbrances. Holdings shall not in any event



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incur or permit to exist any Indebtedness for borrowed money other than (i)
Non-Cash Pay Holdings Debt, (ii) Permitted Holdings Debt and (iii) the Guarantee
Obligations referred to in clause (a)(ii)(v)(B) above; provided, however, that
in the case of Permitted Holdings Debt, other than Initial Base PHD, the PHD
Issuance Conditions are satisfied at the time of any such issuance of Permitted
Holdings Debt.

            (b) Holdings will ensure that any Shared Services Payments made by
the Borrower or its Subsidiaries to Holdings (or a Subsidiary of Holdings formed
for such purpose) represent only reimbursement for cash expenses actually
incurred by Holdings (or such Subsidiary) (including accrued costs payable in
cash by Holdings (or such Subsidiary) within the 30-day period after its receipt
of a Shared Services Payment) that are directly attributable to the provision of
Shared Services to the Borrower and its Subsidiaries or, if not directly
attributable to such Shared Services, are not directly attributable to Shared
Services provided to any other Persons and represent a fair and equitable
allocation of such out-of-pocket expenses that are not so directly attributable
among the Borrower and the Subsidiaries, on the one hand, and all other Persons,
on the other hand, to which Holdings (or a Subsidiary of Holdings formed for
such purpose) provides Shared Services. Shared Services Payments will not in any
event include payments in respect of trade payables incurred in connection with
the conduct of the Permitted Business of the Borrower and its Subsidiaries
(including, for example, payables relating to printing costs, distribution
costs, and costs of inventory, paper and other raw materials), which shall be
incurred and paid directly by the Borrower and its Subsidiaries (it being
understood, however, that trade payables of Holdings (or a Subsidiary of
Holdings formed for such purpose) incurred in the ordinary course relating to
assets included in the Shared Services Assets and Operations or the provision of
Shared Services may be incurred by Holdings (or such Subsidiary) and reimbursed
as Shared Services Payments in accordance herewith). Holdings (or a Subsidiary
of Holdings formed for such purpose) will invoice the Borrower and its
Subsidiaries for Shared Services Payments on a periodic basis, not less
frequently than quarterly. Holdings (or a Subsidiary of Holdings formed for such
purpose) will from time to time provide the Administrative Agent with such
analyses and other information regarding Shared Services Payments, including
with respect to attributions and allocations of costs and expenses to the
Borrower and its Subsidiaries, as the Administrative Agent may reasonably
request.

            8A.2. Amendments to Acquisition Documents. Holdings shall not amend,
supplement or otherwise modify (pursuant to a waiver or otherwise) any material
provision of the Merger Agreement in a manner that is material and adverse to
the Lenders without the consent of JPMorgan Chase Bank, N.A., which consent
shall not be unreasonably withheld or delayed.

                          SECTION 9. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan or
      Reimbursement Obligation when due in accordance with the terms hereof; or
      the Borrower shall fail to pay any interest on any Loan or Reimbursement
      Obligation, or any other amount payable hereunder or under any other Loan
      Document, within five days after any such interest or other amount becomes
      due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial or other statement furnished by it at
      any time under or in connection with this Agreement or any such other Loan
      Document shall prove to have been inaccurate in any material respect on or
      as of the date made or deemed made; or



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            (c) any Loan Party shall default in the observance or performance of
      any agreement contained in clause (i) or (ii) of Section 7.4(a) (with
      respect to Holdings and the Borrower only), Section 7.7(a) or Section 8 or
      8A of this Agreement or Section 5.5 or 5.7(b) of the Guarantee and
      Collateral Agreement shall have occurred and be continuing; or

            (d) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in paragraphs (a) through (c) of this Section),
      and such default shall continue unremedied for a period of 30 days after
      notice to the Borrower from the Administrative Agent or any Lender; or

            (e) Holdings or any Group Member shall (i) default in making any
      payment of any principal of any Indebtedness (including any Guarantee
      Obligation, but excluding the Loans) on the scheduled or original due date
      with respect thereto; or (ii) default in making any payment of any
      interest on any such Indebtedness beyond the period of grace, if any,
      provided in the instrument or agreement under which such Indebtedness was
      created; or (iii) default in the observance or performance of any other
      agreement or condition relating to any such Indebtedness or contained in
      any instrument or agreement evidencing, securing or relating thereto, or
      any other event shall occur or condition exist, the effect of which
      default or other event or condition is to cause, or to permit the holder
      or beneficiary of such Indebtedness (or a trustee or agent on behalf of
      such holder or beneficiary) to cause, with the giving of notice if
      required, such Indebtedness to become due prior to its stated maturity or
      to become subject to a mandatory offer to purchase by the obligor
      thereunder or (in the case of any such Indebtedness constituting a
      Guarantee Obligation) to become payable (other than the Notes Repurchase
      and Notes Call); provided, that a default, event or condition described in
      clause (i), (ii) or (iii) of this paragraph (e) shall not at any time
      constitute an Event of Default unless, at such time, one or more defaults,
      events or conditions of the type described in clauses (i), (ii) and (iii)
      of this paragraph (e) shall have occurred and be continuing with respect
      to Indebtedness the outstanding principal amount of which exceeds in the
      aggregate $25,000,000; or

            (f) (i) Holdings or any Group Member (other than any Immaterial
      Subsidiary) shall commence any case, proceeding or other action (A) under
      any existing or future law of any jurisdiction, domestic or foreign,
      relating to bankruptcy, insolvency, reorganization or relief of debtors,
      seeking to have an order for relief entered with respect to it, or seeking
      to adjudicate it a bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or other relief with respect to it or its debts, or (B) seeking
      appointment of a receiver, trustee, custodian, conservator or other
      similar official for it or for all or any substantial part of its assets,
      or Holdings or any Group Member (other than any Immaterial Subsidiary)
      shall make a general assignment for the benefit of its creditors; or (ii)
      there shall be commenced against Holdings or any Group Member (other than
      any Immaterial Subsidiary) any case, proceeding or other action of a
      nature referred to in clause (i) above that (A) results in the entry of an
      order for relief or any such adjudication or appointment or (B) remains
      undismissed, undischarged or unbonded for a period of 60 days; or (iii)
      there shall be commenced against Holdings or any Group Member (other than
      any Immaterial Subsidiary) any case, proceeding or other action seeking
      issuance of a warrant of attachment, execution, distraint or similar
      process against all or any substantial part of its assets that results in
      the entry of an order for any such relief that shall not have been
      vacated, discharged, or stayed or bonded pending appeal within 60 days
      from the entry thereof; or (iv) Holdings or any Group Member (other than
      any Immaterial Subsidiary) shall take any action in furtherance of, or
      indicating its consent to, approval of, or acquiescence in, any of the
      acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings or any
      Group Member (other than any Immaterial Subsidiary) shall generally not,
      or shall be unable to, or shall admit in writing its inability to, pay its
      debts as they become due; or



                                                                              81

            (g) (i) any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan or
      any Lien in favor of the PBGC or a Plan shall arise on the assets of any
      Group Member or any Commonly Controlled Entity, (iii) a Reportable Event
      shall occur with respect to, or proceedings shall commence to have a
      trustee appointed, or a trustee shall be appointed, to administer or to
      terminate, any Single Employer Plan, which Reportable Event or
      commencement of proceedings or appointment of a trustee is, in the
      reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iv) any
      Single Employer Plan shall terminate for purposes of Title IV of ERISA,
      (v) any Group Member or any Commonly Controlled Entity shall, or in the
      reasonable opinion of the Required Lenders is likely to, incur any
      liability in connection with a withdrawal from, or the Insolvency or
      Reorganization of, a Multiemployer Plan or (vi) any other event or
      condition shall occur or exist with respect to a Plan; and in each case in
      clauses (i) through (vi) above, such event or condition, together with all
      other such events or conditions, if any, could, in the sole judgment of
      the Required Lenders, reasonably be expected to have a Material Adverse
      Effect; or

            (h) one or more judgments or decrees shall be entered against
      Holdings or any Group Member involving in the aggregate a liability (not
      paid or fully covered by insurance as to which the relevant insurance
      company has acknowledged coverage) of $25,000,000 or more, and all such
      judgments or decrees shall not have been vacated, discharged, stayed or
      bonded pending appeal within 45 days from the entry thereof; or

            (i) any of the Security Documents shall cease, for any reason, to be
      in full force and effect, or any Loan Party or any Affiliate of any Loan
      Party shall so assert, or any Lien created by any of the Security
      Documents shall cease to be enforceable and of the same effect and
      priority purported to be created thereby (other than in respect of
      Collateral which in the aggregate has a fair market value not in excess of
      $1,000,000); or

            (j) the guarantee contained in Section 2 of the Guarantee and
      Collateral Agreement shall cease, for any reason, to be in full force and
      effect or any Loan Party or any Affiliate of any Loan Party shall so
      assert; or

            (k) (i) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")), shall become, or obtain rights (whether by means or
      warrants, options or otherwise) to become, the "beneficial owner" (as
      defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
      indirectly, of more than 40% (or 50%, in the case of Goldman Sachs or any
      "group" of which Goldman Sachs is a member) of the outstanding common
      stock of Holdings; (ii) the board of directors of Holdings shall cease to
      consist of a majority of Continuing Directors; (iii) Holdings shall cease
      to own and control, of record and beneficially, directly, 100% of each
      class of outstanding Capital Stock of the Borrower free and clear of all
      Liens (except Liens created by the Guarantee and Collateral Agreement); or
      (iv) a Specified Change of Control shall occur; or

            (l) [Reserved]; or

            (m) the Senior Subordinated Notes or Additional Senior Subordinated
      Debt or the guarantees thereof shall cease, for any reason, to be validly
      subordinated to the Obligations or the obligations of the Subsidiary
      Guarantors under the Guarantee and Collateral Agreement, as the case may
      be, as provided in the Senior Subordinated Notes Indenture or the
      Additional Senior Subordinated Debt Documents, or any Loan Party, any
      Affiliate of any Loan Party, the trustee in



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      respect of the Senior Subordinated Notes or Additional Senior Subordinated
      Debt, as the case may be, or the holders of at least 25% in aggregate
      principal amount of the Senior Subordinated Notes or Additional Senior
      Subordinated Debt, as the case may be, shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Borrower (or such other Person
as may be lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

                             SECTION 10. THE AGENTS

            10.1. Appointment. Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes such Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent. Each Lender hereby expressly
authorizes the Administrative Agent to execute, deliver and perform the Security
Documents on behalf of such Lender.

            10.2. Delegation of Duties. Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled



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to advice of counsel concerning all matters pertaining to such duties. No Agent
shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

            10.3. Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

            10.4. Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any instrument, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to
Holdings or the Borrower), independent accountants and other experts selected by
such Agent. The Administrative Agent may deem and treat the payee of any
Promissory Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

            10.5. Notice of Default. No Agent shall be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender, Holdings or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders (or, if so specified by this Agreement, all Lenders or any other
instructing group of Lenders specified by this Agreement); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

            10.6. Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents,



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attorneys-in-fact or affiliates have made any representations or warranties to
it and that no act by any Agent hereafter taken, including any review of the
affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to
constitute any representation or warranty by any Agent to any Lender. Each
Lender represents to the Agents that it has, independently and without reliance
upon any Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Affiliates and made
its own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their respective
Affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
any Loan Party or any Affiliate of a Loan Party that may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

            10.7. Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

            10.8. Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

            10.9. Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 Business Days' notice to the Lenders and
the Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 9(a) or Section
9(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower



                                                                              85

(which approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this Section 10 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.

            10.10. Securitizations. Each party hereto authorizes the
Administrative Agent to enter into customary intercreditor agreements in
connection with Securitizations permitted under this Agreement.

            10.11. Agents Generally. Except as expressly set forth herein, no
Agent shall have any duties or responsibilities hereunder in its capacity as
such, and shall incur no liability, under this Agreement and the other Loan
Documents.

            10.12. The Lead Arrangers. The Lead Arrangers, in their capacity as
such, shall have no duties or responsibilities, and shall incur no liability,
under this Agreement and other Loan Documents.

                           SECTION 11. MISCELLANEOUS

            11.1. Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 11.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Term Loan, reduce the stated rate of any
interest or fee payable hereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates, which waiver shall
be effective with the consent of the Majority Facility Lenders of each adversely
affected Facility and (y) that any amendment or modification of defined terms
used in the financial covenants in this Agreement shall not constitute a
reduction in the rate of interest or fees for purposes of this clause (i)) or
extend the scheduled date of any payment thereof, or increase the amount or
extend the expiration date of any Lender's Commitment, in each case without the
written consent of each Lender directly affected thereby; (ii) eliminate or
reduce the voting rights of any Lender under this Section 11.1 without the
written consent of



                                                                              86

such Lender; (iii) reduce any percentage specified in the definition of Required
Lenders or Supermajority Lenders, consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents, release a substantial part of the Collateral or release a
substantial part of the Subsidiary Guarantors from their obligations under the
Guarantee and Collateral Agreement, in each case without the written consent of
all Lenders; (iv) amend, modify or waive any provision of Section 4.8 without
the written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the
protections to such additional extensions of credit of the type provided to the
Term Loans and the Revolving Loan Commitments on the Closing Date); (v) reduce
the percentage specified in the definition of Majority Facility Lenders with
respect to any Facility without the written consent of all Lenders under such
Facility; (vi) amend, modify or waive any provision of Section 10 without the
written consent of each Agent adversely affected thereby; (vii) amend, modify or
waive any provision of Section 3.3 or 3.4 without the written consent of each
Swingline Lender adversely affected thereby; (viii) amend or modify any
provision of Section 11.6 to add any additional consent requirements necessary
to effect any assignment or participation under such Section without the consent
of the Supermajority Lenders; (ix) amend, modify or waive any provision of
Sections 3.7 through 3.14 without the written consent of the Issuing Lender; or
(x) amend, modify or waive any provision of Section 4.1(b) or 4.2(h) without the
consent of the Majority Facility Lenders in respect of the Tranche D Term
Facility. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Agents and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

            In addition, notwithstanding the foregoing, this Agreement may be
amended at any time after December 31, 2008 with the written consent of the
Administrative Agent, the Borrower and the Lenders providing the Replacement
Revolving Commitments (as defined below) to permit the refinancing of all
outstanding Revolving Commitments ("Refinanced Revolving Commitments") with a
replacement revolving facility hereunder ("Replacement Revolving Commitments");
provided that (a) the aggregate principal amount of such Replacement Revolving
Commitments shall not exceed the aggregate principal amount of such Refinanced
Revolving Commitments, (b) the Applicable Margin for such Replacement Revolving
Commitments shall not be higher than the Applicable Margin for such Refinanced
Revolving Commitments, (c) the final maturity of such Replacement Revolving
Commitments shall not be earlier than the final maturity date of the Tranche D
Term Loans at the time of such refinancing and (d) all other terms applicable to
such Replacement Revolving Commitments shall be substantially identical to, or
less favorable to the Lenders providing such Replacement Revolving Commitments
than, those applicable to such Refinanced Revolving Commitments, except to the
extent that such substantially identical or less favorable terms may be extended
to cover any period after the latest final maturity of the Revolving Commitments
in effect immediately prior to such refinancing.

            11.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:



                                                                              87

         Holdings:                          R.H. Donnelley Corporation
                                            1001 Winstead Drive
                                            Cary, North Carolina  27513
                                            Attention:  General Counsel
                                            Telecopy:  (919) 297-1518
                                            Telephone:  (919) 297-1114

         The Borrower:                      R.H. Donnelley, Inc.
                                            1001 Winstead Drive
                                            Cary, North Carolina  27513
                                            Attention:  General Counsel
                                            Telecopy:  (919) 297-1518
                                            Telephone:  (919) 297-1114

         The Administrative Agent:          Deutsche Bank Trust Company Americas
                                            60 Wall Street
                                            New York, New York  10005
                                            Attention:  Susan L. LeFevre
                                            Telecopy:  (212) 797-5692
                                            Telephone:  (212) 250-6114

provided that any notice, request or demand to or upon any Agent or the Lenders
shall not be effective until received.

            Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            11.3. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            11.4. Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

            11.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse each Agent for all their out-of-pocket costs and expenses incurred
in connection with the development, preparation and execution of this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of counsel to such Agent and filing and recording fees and
expenses, with statements with respect to the foregoing to



                                                                              88

be submitted to the Borrower prior to the Closing Date (in the case of amounts
to be paid on the Closing Date), and from time to time thereafter on a quarterly
basis or such other periodic basis as such Agent shall deem appropriate, (b) to
pay or reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with any amendment, supplement or modification
to this Agreement and the other Loan Documents and any other documents prepared
in connection herewith or therewith, (c) to pay or reimburse each Lender and
Agent for all its costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to such Agent, (d) to pay, indemnify, and hold each Lender and
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (e)
to pay, indemnify, and hold each Lender and Agent and their respective officers,
directors, employees, affiliates, agents, trustees, advisors and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable
fees and expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan Document
(all the foregoing in this clause (e), collectively, the "Indemnified
Liabilities"), provided, that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. Without limiting the foregoing, and to
the extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 11.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section 11.5 shall be submitted to the
Borrower at the address set forth in Section 11.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent. The agreements in this Section 11.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

            11.6. Successors and Assigns; Participations and Assignments. (a)
The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted
hereby (including any affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
Section.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld or delayed)
of:



                                                                              89

                  (A) the Borrower, provided that no consent of the Borrower
shall be required (i) for an assignment to a Lender or a Lender Affiliate (as
defined below), (ii) for an assignment by any assigning Lender of its Term Loans
or (iii) if a Default or Event of Default has occurred and is continuing, for an
assignment to any other Person;

                  (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment to a Lender or a Lender
Affiliate; and

                  (C) the Issuing Lender, provided that no consent of any
Issuing Lender shall be required for an assignment to a Lender or Lender
Affiliate or of a Term Loan.

            (ii) Assignments shall be subject to the following additional
conditions:

                  (A) except in the case of an assignment to a Lender or a
Lender Affiliate or an assignment of the entire remaining amount of the
assigning Lender's Commitments or Loans under any Facility, the amount of the
Commitments or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$1,000,000 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that (1) no such consent of the Borrower shall be required if
an Event of Default has occurred and is continuing and (2) such amounts shall be
aggregated in respect of each Lender and its Lender Affiliates, if any;

                  (B) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 (it being understood that only a single
processing and recordation fee of $3,500 will be payable with respect to any
multiple assignments by or to a Lender or a Lender Affiliate pursuant to clause
(ii)(A) above that are simultaneously consummated pursuant to a single
Assignment and Assumption); and

                  (C) the Assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an administrative questionnaire.

            For the purposes of this Section 11.6, the term "Lender Affiliate"
has the following meaning:

            "Lender Affiliate" means, with respect to any Lender, (a) such
Lender's parent company and/or any affiliate of such Lender that is at least 50%
owned by such Lender or its parent company and (b) an Approved Fund.

            "Approved Fund" means, with respect to any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed or
advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption, the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
4.9, 4.10 and 4.11 and 11.5). Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply



                                                                              90

with this Section 11.6 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b)(ii)
of this Section and any written consent to such assignment required by paragraph
(b)(i) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver that (1) requires the consent of each Lender directly affected thereby
pursuant to clause (i) of the proviso to the second sentence of Section 11.1 and
(2) directly affects such Participant. Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 4.9, 4.10 and 4.11 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.7(b) as though it were a Lender, provided
such Participant shall be subject to Section 11.7(a) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 4.9 or 4.10 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 4.10 unless such Participant
complies with Section 4.10(d).

            (d) Nothing in this Agreement or any other Loan Document shall
prevent or prohibit any Lender from pledging its Loans and Promissory Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Lender
from such Federal Reserve Bank and, with prior notification to the
Administrative Agent (but without the consent of the Administrative Agent or the
Borrower), any



                                                                              91

Lender that is a fund may pledge all or any portion of its Loans and Promissory
Notes to its trustee, to a collateral agent or to another creditor providing
credit or credit support to such Lender in support of its obligations to such
trustee, such collateral agent or a holder of such obligations, or such other
creditor as the case may be. No pledge pursuant to this clause (d) shall release
the transferor Lender from any of its obligations hereunder.

            (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Promissory Notes to any Lender requiring Promissory
Notes to facilitate transactions of the type described in paragraph (d) above.

            (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the Administrative Agent and without
regard to the limitations set forth in Section 11.6(b). Each of Holdings, the
Borrower, each Lender and the Administrative Agent hereby confirms that it will
not, in its capacity as such, institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

            11.7. Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefitted
Lender") shall receive any payment of all or part of the Obligations owing to
it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other relevant Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other relevant Lenders a participating interest
in such portion of the Obligations owing to each such other Lender, or shall
provide such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the relevant Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower, as the case may be. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.

            11.8. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this



                                                                              92

Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.

            11.9. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            11.10. Integration. This Agreement and the other Loan Documents
represent the entire agreement of Holdings, the Borrower, the Agents and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by any Agent or any Lender
relative to subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.

            11.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            11.12. Submission To Jurisdiction; Waivers. Each of Holdings and the
Borrower hereby irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to Holdings
      or the Borrower, as the case may be at its address set forth in Section
      11.2 or at such other address of which the Administrative Agent shall have
      been notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section any special, exemplary, punitive or consequential
      damages.

            11.13. Acknowledgments. Each of Holdings and the Borrower hereby
acknowledges that:



                                                                              93

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) no Agent or Lender has any fiduciary relationship with or duty
      to Holdings or the Borrower arising out of or in connection with this
      Agreement or any of the other Loan Documents, and the relationship between
      the Agents and Lenders, on one hand, and Holdings and the Borrower, on the
      other hand, in connection herewith or therewith is solely that of debtor
      and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among Holdings, the Borrower and the Lenders.

            11.14. Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 11.1) to direct the Collateral Agent to take any action requested by
the Borrower having the effect of releasing any Collateral or guarantee
obligations (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in
accordance with Section 11.1 or (ii) under the circumstances described in
paragraph (b) below.

            (b) At such time as the Loans, the Reimbursement Obligations and the
other obligations under the Loan Documents (other than obligations under or in
respect of Specified Hedge Agreements) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding,
the Collateral shall be released from the Liens created by the Security
Documents, and the Security Documents and all obligations (other than those
expressly stated to survive such termination) of the Collateral Agent, the
Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by
any Person.

            11.15. Confidentiality. Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to any Agent, any other Lender or any
of their respective Affiliates, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Transferee or any
pledgee referred to in Section 11.6(d) or to any direct or indirect counterparty
to any Hedge Agreement or any securitization or derivative transaction (or any
professional advisor to such counterparty), (c) to its employees, directors,
agents, attorneys, accountants and other professional advisors or those of any
of its affiliates, (d) upon the request or demand of any Governmental Authority,
(e) in response to any order of any court or other Governmental Authority or as
may otherwise be required pursuant to any Requirement of Law, (f) if requested
or required to do so in connection with any litigation or similar proceeding,
(g) that has been publicly disclosed, (h) to the National Association of
Insurance Commissioners or any similar organization or any nationally recognized
rating agency that requires access to information about a Lender's investment
portfolio in connection with ratings issued with respect to such Lender, or (i)
in connection with the exercise of any remedy hereunder or under any other Loan
Document. Notwithstanding the foregoing, each Lender and its Affiliates shall
have the right to (i) list the names and logos of the Borrower and Holdings, as
provided by the Borrower and Holdings from time to time, and describe the
transaction that is the subject to this Agreement in their marketing materials
and (ii) post such information, including, without limitation, a customary
"tombstone," on their website.



                                                                              94

            11.16. WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE AGENTS AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.

            11.17. Delivery of Addenda. Each Lender not a party to the Existing
Credit Agreement shall become a party to this Agreement by delivering to the
Administrative Agent an Addendum duly executed by such Lender. The delivery of
an Addendum by a Lender party to the Existing Credit Agreement duly executed by
such Lender shall constitute consent to this Agreement.

            11.18. Termination. If the Revolving Commitments are terminated in
accordance with this Agreement, and all outstanding Tranche A-2 Term Loans,
Tranche A-3, Tranche D Term Loans and Tranche D-1 Term Loans have been paid in
full in accordance with this Agreement, together with accrued interest thereon
and all other amounts owing in respect thereof or otherwise payable hereunder,
this Agreement shall terminate (except for those provisions of this Agreement
that are stated to survive termination of this Agreement).

            11.19. USA Patriot Act. Each Lender hereby notifies Holdings and the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "USA Patriot Act"), it
is required to obtain, verify and record information that identifies Holdings
and the Borrower, which information includes the name and address of Holdings
and the Borrower and other information that will allow such Lender to identify
Holdings and the Borrower in accordance with the USA Patriot Act.



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


                                      R.H. DONNELLEY CORPORATION

                                      By: /s/ Robert J. Bush
                                         --------------------------------------
                                       Name:  Robert J. Bush
                                       Title: Vice President, General Counsel
                                              and Corporate Secretary


                                      R.H. DONNELLEY INC.

                                      By: /s/ Robert J. Bush
                                         --------------------------------------
                                       Name:  Robert J. Bush
                                       Title: Vice President, General Counsel
                                              and Corporate Secretary


                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                      as Administrative Agent

                                      By: /s/ Susan LeFevre
                                         --------------------------------------
                                       Name:  Susan LeFevre
                                       Title: Director


                                      By: /s/ Lana Gifas
                                         --------------------------------------
                                       Name:  Lana Gifas
                                       Title: Vice President



                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      JPMORGAN CHASE BANK, N.A., as Syndication
                                      Agent

                                      By: /s/ Peter B. Thauer
                                          -------------------
                                       Name: Peter B. Thauer
                                       Title: Vice President

                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      BEAR STEARNS CORPORATE LENDING INC.,
                                      as Co-Documentation Agent

                                      By: /s/ Victor F. Bulzacchelli
                                          --------------------------
                                       Name: Victor F. Bulzacchelli
                                       Title: Vice President

                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement


                                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                      as Co-Documentation Agent

                                      By: /s/ Doreen Barr
                                          ---------------
                                       Name: Doreen Barr
                                       Title: Associate

                                      By: /s/ Judith E. Smith
                                          -------------------
                                       Name: Judith E. Smith
                                       Title: Director

                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-
                                      Documentation Agent

                                      By: /s/ William Archer
                                         --------------------------------------
                                       Name:  William Archer
                                       Title: Authorized Signatory


                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      USB SECURITIES LLC,, as Co-
                                      Documentation Agent

                                      By: /s/ Amanda J. Montgomery
                                         --------------------------------------
                                       Name:  Amanda J. Montgomery
                                       Title: Managing Director


                                      By: /s/ Isaac Koyfman
                                         --------------------------------------
                                       Name:  Isaac Koyfman
                                       Title: Director and Counsel


                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                      as Co-Documentation Agent

                                      By: /s/ Mark L. Cook
                                         --------------------------------------
                                       Name:  Mark L. Cook
                                       Title: Director


                    Signature Page to the R.H. Donnelley Inc.
                  Second Amended and Restated Credit Agreement



                                                                         ANNEX A

              I. PRICING GRID FOR REVOLVING LOANS, SWINGLINE LOANS,
                             TRANCHE A-2 TERM LOANS



                             Applicable Margin         Applicable Margin for Base
   Pricing Level           for Eurodollar Loans                Rate Loans
- -------------------        --------------------        --------------------------
                                                 
I                                2.00%                           1.00%

II                               1.75%                           0.75%

III                              1.50%                           0.50%


                   II. PRICING GRID FOR TRANCHE A-3 TERM LOANS



                             Applicable Margin         Applicable Margin for Base
Pricing Level              for Eurodollar Loans                 Rate Loans
- -------------------        --------------------        --------------------------
                                                 
I                                1.75%                           0.75%

II                               1.50%                           0.50%


            The Applicable Margin shall be adjusted, on and after the first
Adjustment Date occurring after the Original Closing Date (in the case of
Revolving Loans, Swingline Loans and Tranche A-2 Term Loans) or December 6, 2004
(in the case of Tranche A-3 Term Loans), based on changes in the Consolidated
Leverage Ratio, with such adjustments to become effective on the date (the
"Adjustment Date") that is three Business Days after the date on which the
relevant financial statements are delivered to the Lenders pursuant to Section
7.1 and to remain in effect until the next adjustment to be effected pursuant to
this paragraph.

            If any financial statements referred to above are not delivered
within the time periods specified in Section 7.1, then, until the date that is
three Business Days after the date on which such financial statements are
delivered, for (a) Revolving Loans, Swingline Loans and Tranche A-2 Term Loans,
the highest rate set forth in each column of the Pricing Grid for Revolving
Loans, Swingline Loans and Tranche A-2 Term Loans ("Pricing Grid I") shall apply
and (b) for Tranche A-3 Term Loans, the highest rate set forth in each column of
the Pricing Grid for Tranche A-3 Term Loans ("Pricing Grid II") shall apply. On
each Adjustment Date, the Applicable Margin for (a) Revolving Loans, Swingline
Loans and Tranche A-2 Term Loans shall be adjusted to be equal to the Applicable
Margins opposite the Pricing Level in Pricing Grid I determined to exist on such
Adjustment Date from the financial statements relating to such Adjustment Date
and (b) for Tranche A-3 Term Loans shall be adjusted to be equal to the
Applicable Margins opposite the Pricing Level in Pricing Grid II determined to
exist on such Adjustment Date from the financial statements relating to such
Adjustment Date.

            As used herein, the following rules shall govern the determination
of Pricing Levels on each Adjustment Date for Pricing Grid I and Pricing Grid
II:

            (a) Pricing Grid I:

            "Pricing Level I" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal to
4.50 to 1.00.



            "Pricing Level II" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 4.50 to 1.00
but greater than or equal to 4.00 to 1.00.

            "Pricing Level III" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 4.00 to 1.00.

            (b) Pricing Grid II:

            "Pricing Level I" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal to
4.00 to 1.00.

            "Pricing Level II" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 4.00 to 1.00.

            (c) It is understood and agreed that, solely for purposes of
determining the Pricing Levels for Pricing Grid I and Pricing Grid II, the
Existing Holdings Notes shall be included in the calculation of the Consolidated
Leverage Ratio.

EX-10.2

                                                                    EXHIBIT 10.2

                           SECOND AMENDED AND RESTATED
                       GUARANTEE AND COLLATERAL AGREEMENT

                                      among

                           R.H. DONNELLEY CORPORATION

                               R.H. DONNELLEY INC.

                         and certain of its Subsidiaries

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                               as Collateral Agent

                          Dated as of December 13, 2005



                                Table of Contents



                                                                                                               Page
                                                                                                               ----
                                                                                                         
SECTION 1.   DEFINED TERMS..................................................................................     2
     1.1     Definitions....................................................................................     2
     1.2     Other Definitional Provisions..................................................................     5

SECTION 2.   Guarantee......................................................................................     5
     2.1     Guarantee......................................................................................     5
     2.2     Right of Contribution..........................................................................     6
     2.3     No Subrogation.................................................................................     6
     2.4     Amendments, etc. with respect to the Borrower Credit Agreement Obligations.....................     7
     2.5     Guarantee Absolute and Unconditional...........................................................     7
     2.6     Reinstatement..................................................................................     8
     2.7     Payments.......................................................................................     8

SECTION 3.   GRANT OF SECURITY INTEREST.....................................................................     8
     3.1     Grant of First Priority Security Interest......................................................     8
     3.2     Grant of Second Priority Security Interest.....................................................     9
     3.3     Separate and Distinct Security Interests.......................................................     9
     3.4     Excluded Property..............................................................................    10
     3.5     Equal and Ratable Requirements.................................................................    10
     3.6     Classification of Credit Agreement Obligations.................................................    10

SECTION 4.   REPRESENTATIONS AND WARRANTIES.................................................................    11
     4.1     Title; No Other Liens..........................................................................    11
     4.2     Perfected First Priority Lien..................................................................    11
     4.3     Jurisdiction of Organization; Chief Executive Office...........................................    11
     4.4     Farm Products..................................................................................    12
     4.5     Investment Property............................................................................    12
     4.6     Receivables....................................................................................    12
     4.7     Intellectual Property..........................................................................    12
     4.8     Deposit Accounts, Securities Accounts..........................................................    13

SECTION 5.   COVENANTS......................................................................................    13
     5.1     Delivery of Instruments, Certificated Securities and Chattel Paper.............................    13
     5.2     Maintenance of Insurance.......................................................................    13
     5.3     Payment of Obligations.........................................................................    13
     5.4     Maintenance of Perfected Security Interest; Further Documentation..............................    14
     5.5     Changes in Locations, Name, etc................................................................    14
     5.6     Notices........................................................................................    14
     5.7     Investment Property............................................................................    15
     5.8     Receivables....................................................................................    16
     5.9     Intellectual Property..........................................................................    16
     5.10    Commercial Tort Claims.........................................................................    17
     5.11    Deposit Accounts, Securities Accounts..........................................................    17
     5.12    Unrestricted Subsidiaries......................................................................    17


                                        i


                                                                                                         
SECTION 6.   REMEDIAL PROVISIONS............................................................................    17
     6.1     Certain Matters Relating to Receivables........................................................    17
     6.2     Communications with Obligors; Grantors Remain Liable...........................................    18
     6.3     Pledged Stock..................................................................................    18
     6.4     Proceeds to be Turned Over To Collateral Agent.................................................    19
     6.5     Code and Other Remedies........................................................................    19
     6.6     Registration Rights............................................................................    20
     6.7     Deficiency.....................................................................................    21

SECTION 7.   THE COLLATERAL ACCOUNT; DISTRIBUTIONS..........................................................    21
     7.1     The Collateral Account.........................................................................    21
     7.2     Control of Collateral Account..................................................................    21
     7.3     Investment of Funds Deposited in Collateral Account............................................    21
     7.4     Application of Moneys..........................................................................    21
     7.5     Application of Moneys Distributable to the Trustee.............................................    23
     7.6     Collateral Agent's Calculations................................................................    23
     7.7     Pro Rata Sharing...............................................................................    24

SECTION 8.   AGREEMENTS WITH THE COLLATERAL AGENT...........................................................    24
     8.1     Delivery of Secured Debt Agreements............................................................    24
     8.2     Information as to Secured Parties..............................................................    24
     8.3     Compensation and Expenses......................................................................    24
     8.4     Stamp and Other Similar Taxes..................................................................    24
     8.5     Filing Fees, Excise Taxes, Etc.................................................................    25
     8.6     Indemnification................................................................................    25
     8.7     Collateral Agent's Lien........................................................................    26

SECTION 9.   THE COLLATERAL AGENT...........................................................................    26
     9.1     Collateral Agent's Appointment as Attorney-in-Fact, etc........................................    26
     9.2     Appointment of Collateral Agent as Agent for the Secured Parties...............................    27
     9.3     Duty of Collateral Agent.......................................................................    28
     9.4     Execution of Financing Statements..............................................................    28
     9.5     Authority of Collateral Agent..................................................................    28
     9.6     Exculpatory Provisions.........................................................................    28
     9.7     Delegation of Duties...........................................................................    29
     9.8     Reliance by Collateral Agent...................................................................    29
     9.9     Limitations on Duties of Collateral Agent......................................................    29
     9.10    Moneys to be Held in Trust.....................................................................    29
     9.11    Resignation and Removal of the Collateral Agent................................................    29
     9.12    Status of Successor Collateral Agent...........................................................    29
     9.13    Merger of the Collateral Agent.................................................................    29
     9.14    Co-Collateral Agent; Separate Collateral Agent.................................................    29
     9.15    Treatment of Payee or Indorsee by Collateral Agent.............................................    29

SECTION 10.  MISCELLANEOUS...................................................................................   29
     10.1    Amendments in Writing..........................................................................    29
     10.2    Notices........................................................................................    29
     10.3    No Waiver by Course of Conduct; Cumulative Remedies............................................    29
     10.4    Enforcement Expenses; Indemnification..........................................................    29
     10.5    Successors and Assigns.........................................................................    29
     10.6    Set-Off........................................................................................    29
     10.7    Counterparts...................................................................................    29



                                       ii



                                                                                                         
     10.8    Severability...................................................................................    29
     10.9    Section Headings...............................................................................    29
     10.10   Integration....................................................................................    29
     10.11   GOVERNING LAW..................................................................................    29
     10.12   Submission To Jurisdiction; Waivers............................................................    29
     10.13   Acknowledgements...............................................................................    29
     10.14   Additional Grantors............................................................................    29
     10.15   Releases 37
     10.16   WAIVER OF JURY TRIAL...........................................................................    29




SCHEDULES

Schedule 1   Notice Addresses
Schedule 2   Investment Property
Schedule 3   Perfection Matters
Schedule 4   Jurisdictions of Organization, Identification Numbers and Location
             of Chief Executive Offices
Schedule 5   Intellectual Property
Schedule 6   Deposit and Securities Accounts

ANNEXES

Annex I      Form of Assumption Agreement
Annex II     Form of Acknowledgement and Consent

                                      iii



                           SECOND AMENDED AND RESTATED
                       GUARANTEE AND COLLATERAL AGREEMENT

            SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT,
dated as of December 13, 2005, among each of the signatories hereto (together
with any other entity that may become a party hereto as provided herein, the
"Grantors"), and Deutsche Bank Trust Company Americas, as Collateral Agent (in
such capacity, together with any successor collateral agent, the "Collateral
Agent") for (i) the banks and other financial institutions or entities (the
"Lenders") from time to time parties to the Second Amended and Restated Credit
Agreement, dated as of December 13, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among R.H. Donnelley
Corporation ("Holdings"), R.H. Donnelley Inc. (the "Borrower"), the Lenders,
Deutsche Bank Trust Company Americas, as administrative agent (the
"Administrative Agent") and the other agents named therein (together with the
Administrative Agent, the "Agents") and (ii) the holders from time to time (the
"Holders") of the Borrower's 8-7/8% Senior Notes due 2010 (the "Senior Notes")
issued under the Indenture, dated January 3, 2003 (the "Indenture"), among the
Borrower and The Bank of New York, as trustee (the "Trustee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;

            WHEREAS, the Borrower is a member of an affiliated group of
companies that includes each other Grantor;

            WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

            WHEREAS, the Borrower and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement;

            WHEREAS, in connection with the Existing Credit Agreement, certain
parties hereto entered into the Amended and Restated Guarantee and Collateral
Agreement, dated as of September 1, 2004 (the "Existing Guarantee and Collateral
Agreement");

            WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Collateral Agent for the ratable benefit of the holders of
Credit Agreement Obligations (as defined below) (collectively, the "Credit
Agreement Secured Parties"); and

            WHEREAS, pursuant to the Indenture, the Borrower and its Restricted
Subsidiaries (as defined in the Indenture) are required, under certain
circumstances, to equally and ratably secure the Senior Notes (such
requirements, the "Equal and Ratable Requirements");

            NOW, THEREFORE, in consideration of the premises and to induce the
Credit Agreement Secured Parties to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower
thereunder and to satisfy the Equal and Ratable



                                                                               2

Requirements of the Indenture, each Grantor hereby agrees with the Collateral
Agent, for the ratable benefit of the Secured Parties (as defined below), to
amend and restate the Existing Guarantee and Collateral Agreement in its
entirety as follows:

                            SECTION 1. DEFINED TERMS

      1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement, and the following terms are used herein as defined in the New
York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort
Claims, Documents, Equipment, Farm Products, General Intangibles, Instruments,
Inventory, Letter-of-Credit Rights, Securities Account and Supporting
Obligations.

      (b)   The following terms shall have the following meanings:

            "Agents": as defined in the preamble.

            "Agreement": this Second Amended and Restated Guarantee and
Collateral Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.

            "Borrower Credit Agreement Obligations": the collective reference to
the unpaid principal of and interest on the Loans and all other obligations and
liabilities of the Borrower (including, without limitation, interest accruing at
the then applicable rate provided in the Credit Agreement after the maturity of
the Loans and interest accruing at the then applicable rate provided in the
Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) to any Credit Agreement Secured Party (or, in the
case of any Specified Hedge Agreement, any Person who was a Lender or an
Affiliate of a Lender at the time such Specified Hedge Agreement was entered
into), whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, which may arise under, out of, or in
connection with, the Credit Agreement, this Agreement, the other Loan Documents,
any Letter of Credit, any Specified Hedge Agreement or any other document made,
delivered or given in connection with any of the foregoing, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Credit Agreement Secured Parties that are
required to be paid by the Borrower pursuant to the terms of any of the
foregoing agreements).

            "Collateral": as defined in Section 3.

            "Collateral Account": the collateral account established by the
Collateral Agent as provided in Section 7.1.

            "Collateral Agent Fees": all fees, costs and expenses of the
Collateral Agent of the types described in Sections 8.3, 8.4, 8.5, 8.6 and
9.1(c).

            "Copyrights": (i) all copyrights arising under the laws of the
United States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those listed in Schedule 5), all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United
States Copyright Office, and (ii) the right to obtain all renewals thereof.



                                                                               3

            "Copyright Licenses": any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those listed in Schedule
5), granting any right under any Copyright, including, without limitation, the
grant of rights to manufacture, distribute, exploit and sell materials derived
from any Copyright.

            "Credit Agreement Obligations": (i) the case of the Borrower, the
Borrower Credit Agreement Obligations, and (ii) in the case of each Guarantor,
its Guarantor Obligations.

            "Credit Agreement Secured Parties": as defined in the recitals
hereto.

            "Deposit Account": as defined in the Uniform Commercial Code of any
applicable jurisdiction and, in any event, including, without limitation, any
demand, time, savings, passbook or like account maintained with a depositary
institution.

            "Distribution Date": each date fixed by the Collateral Agent in its
sole discretion for a distribution to the relevant Secured Parties of funds held
in the Collateral Account.

            "Equal and Ratable Requirements": as defined in the recitals hereto.

            "Existing Guarantee and Collateral Agreement": as defined in the
recitals hereto.

            "First Lien Secured Amount": at any time, the lesser of (i)
$1,525,000,000 and (ii) the maximum amount that can be secured under the
Indenture pursuant to clause (b) of the definition of "Permitted Liens"
contained therein.

            "First Priority Interest": as defined in Section 3.

            "Foreign Subsidiary": any Subsidiary organized under the laws of any
jurisdiction outside the United States of America.

            "Foreign Subsidiary Voting Stock": the voting Capital Stock of any
Foreign Subsidiary.

            "Grantors": as defined in the preamble hereto.

            "Guarantor Obligations": with respect to any Guarantor, all
obligations and liabilities of such Guarantor which may arise under or in
connection with this Agreement (including, without limitation, Section 2) or any
other Loan Document to which such Guarantor is a party, in each case whether on
account of guarantee obligations, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Credit Agreement Secured Parties that are
required to be paid by such Guarantor pursuant to the terms of this Agreement or
any other Loan Document).

            "Guarantors": the collective reference to each Grantor other than
the Borrower.

            "Holders": as defined in the preamble hereto.

            "Indenture": as defined in the preamble hereto.

            "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to
sue at law or in equity for any



                                                                               4

infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.

            "Intercompany Note": any promissory note evidencing loans made by
any Grantor (other than Holdings) to Holdings or any of its Subsidiaries.

            "Investment Property": the collective reference to (i) all
"investment property," as such term is defined in Section 9-102(a)(49) of the
New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the
definition of "Pledged Stock") and (ii) whether or not constituting "investment
property" as so defined, all Pledged Notes and all Pledged Stock.

            "Issuers": the collective reference to each issuer of any Investment
Property.

            "New York UCC": the Uniform Commercial Code as from time to time in
effect in the State of New York.

            "Patents": (i) all letters patent of the United States, any other
country or any political subdivision thereof, all reissues and extensions
thereof and all goodwill associated therewith, including, without limitation,
any of the foregoing referred to in Schedule 5, (ii) all applications for
letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any of the foregoing referred to in Schedule 5 and (iii) all rights to obtain
any reissues or extensions of the foregoing.

            "Patent License": all agreements, whether written or oral, providing
for the grant by or to any Grantor of any right to manufacture, use or sell any
invention covered in whole or in part by a Patent, including, without
limitation, any of the foregoing referred to in Schedule 5.

            "Pledged Notes": all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor (other than Holdings) and
all other promissory notes issued to or held by any Grantor (other than
Holdings) (other than promissory notes issued in connection with extensions of
trade credit by any Grantor in the ordinary course of business).

            "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
together with any other shares, stock certificates, options, interests or rights
of any nature whatsoever in respect of the Capital Stock of any Person that may
be issued or granted to, or held by, any Grantor while this Agreement is in
effect; provided that in no event shall more than 65% of the total outstanding
Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be
pledged hereunder.

            "Proceeds": all "proceeds," as such term is defined in Section
9-102(a)(64) of the New York UCC and, in any event, shall include, without
limitation, all dividends or other income from the Investment Property,
collections thereon or distributions or payments with respect thereto.

            "Receivable": any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).

            "Second Priority Interest": as defined in Section 3.

            "Secured Debt Agreements": collectively, (a) the Credit Agreement,
the Loan Documents and any other documents entered into in connection therewith
and (b) the Indenture and any other documents entered into in connection
therewith.



                                                                               5

            "Secured Obligations": (i) the Borrower Credit Agreement
Obligations, (ii) the Senior Note Obligations and (iii) the Guarantor
Obligations.

            "Secured Parties": collectively, (a) the Credit Agreement Secured
Parties, (b) the Holders and (c) the Collateral Agent.

            "Securities Act": the Securities Act of 1933, as amended.

            "Senior Notes": as defined in the preamble hereto.

            "Senior Note Obligations": the unpaid principal of, and premium, if
any, and interest on, the Senior Notes (including, without limitation, interest
accruing at the then applicable rate provided in the instruments governing the
Senior Notes after the maturity of the Senior Notes and interest accruing at the
then applicable rate provided in such instruments after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding).

            "Trademarks": (i) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto, including, without limitation, any of the foregoing
referred to in Schedule 5, and (ii) the right to obtain all renewals thereof.

            "Trademark License": any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark,
including, without limitation, any of the foregoing referred to in Schedule 5.

            "Trustee": as defined in the preamble hereto.

      1.2 Other Definitional Provisions. (a) The words "hereof," "herein,"
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

      (b) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

      (c) Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or the relevant part thereof.

      (d) All references to the Lenders hereunder and in the recitals hereto
shall, where appropriate, include any Affiliate of any Lender that is a party to
a Specified Hedge Agreement.

                              SECTION 2. GUARANTEE

      2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees as a primary obligor and not merely
as surety to the Collateral Agent, for the



                                                                               6

ratable benefit of the Credit Agreement Secured Parties and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Credit Agreement Obligations.

      (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

      (c) Each Guarantor agrees that the Borrower Credit Agreement Obligations
may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 2
or affecting the rights and remedies of the Collateral Agent or any Credit
Agreement Secured Party hereunder.

      (d) The guarantee contained in this Section 2 shall remain in full force
and effect until all the Borrower Credit Agreement Obligations and the
obligations of each Guarantor under the guarantee contained in this Section 2
shall have been satisfied by payment in full, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that from
time to time during the term of the Credit Agreement the Borrower may be free
from any Borrower Credit Agreement Obligations.

      (e) No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Collateral Agent
or any Credit Agreement Secured Party from the Borrower, any of the Guarantors,
any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Borrower Credit Agreement Obligations shall be
deemed to modify, reduce, release or otherwise affect the liability of any
Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Borrower Credit Agreement
Obligations or any payment received or collected from such Guarantor in respect
of the Borrower Credit Agreement Obligations), remain liable for the Borrower
Credit Agreement Obligations up to the maximum liability of such Guarantor
hereunder until the Borrower Credit Agreement Obligations are paid in full, no
Letter of Credit shall be outstanding and the Commitments are terminated.

      2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that to
the extent that a Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and conditions of Section 2.3. The provisions of this Section 2.2
shall in no respect limit the obligations and liabilities of any Subsidiary
Guarantor to the Collateral Agent and the Credit Agreement Secured Parties, and
each Subsidiary Guarantor shall remain liable to the Collateral Agent and the
Credit Agreement Secured Parties for the full amount guaranteed by such
Subsidiary Guarantor hereunder.

      2.3 No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the
Collateral Agent or any Credit Agreement Secured Party, no Guarantor shall be
entitled to be subrogated to any of the rights of the Collateral Agent or any
Credit Agreement Secured Party against the Borrower or any other Guarantor or
any collateral security or guarantee or right of offset held by the Collateral
Agent or any Credit Agreement Secured Party for the payment of the Borrower
Credit Agreement Obligations, nor shall any Guarantor seek or be entitled to



                                                                               7

seek any contribution or reimbursement from the Borrower or any other Guarantor
in respect of payments made by such Guarantor hereunder, until all amounts owing
to the Collateral Agent and the Credit Agreement Secured Parties by the Borrower
on account of the Borrower Credit Agreement Obligations are paid in full, no
Letter of Credit shall be outstanding and the Commitments are terminated. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Borrower Credit Agreement Obligations shall not have
been paid in full, such amount shall be held by such Guarantor in trust for the
Collateral Agent and the Credit Agreement Secured Parties, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Collateral Agent in the exact form received by such Guarantor
(duly indorsed by such Guarantor to the Collateral Agent, if required), to be
applied against the Borrower Credit Agreement Obligations, whether matured or
unmatured, in such order as the Collateral Agent may determine.

      2.4 Amendments, etc. with respect to the Borrower Credit Agreement
Obligations. Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice
to or further assent by any Guarantor, any demand for payment of any of the
Borrower Credit Agreement Obligations made by the Collateral Agent or any Credit
Agreement Secured Party may be rescinded by the Collateral Agent or such Secured
Party and any of the Borrower Credit Agreement Obligations continued, and the
Borrower Credit Agreement Obligations, or the liability of any other Person upon
or for any part thereof, or any collateral security or guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Collateral Agent or any Credit Agreement Secured
Party, and the Credit Agreement and the other Loan Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Collateral
Agent (or the Administrative Agent, the Required Lenders or all Lenders, as the
case may be) may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Collateral Agent or any
Secured Party for the payment of the Borrower Credit Agreement Obligations may
be sold, exchanged, waived, surrendered or released. Neither the Collateral
Agent nor any other Credit Agreement Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Borrower Credit Agreement Obligations or for the guarantee contained in
this Section 2 or any property subject thereto.

      2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the Borrower
Credit Agreement Obligations and notice of or proof of reliance by the
Collateral Agent or any Credit Agreement Secured Party upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this
Section 2; the Borrower Credit Agreement Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this
Section 2; and all dealings between the Borrower and any of the Guarantors, on
the one hand, and the Collateral Agent and the Credit Agreement Secured Parties,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 2. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrower or any of the Guarantors with
respect to the Borrower Credit Agreement Obligations. Each Guarantor understands
and agrees that the guarantee contained in this Section 2 shall be construed as
a continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of the Credit Agreement or any other Loan
Document, any of the Borrower Credit Agreement Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent or any
Credit Agreement Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) which may at any time be available to
or be asserted by the Borrower or any other Person against the Collateral Agent
or any Credit Agreement Secured Party, or (c) any other



                                                                               8

circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Borrower Credit Agreement
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Collateral Agent and any Credit Agreement Secured Party may, but shall be under
no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, any other Guarantor or any other
Person or against any collateral security or guarantee for the Credit Agreement
Obligations or any right of offset with respect thereto, and any failure by the
Collateral Agent or any Credit Agreement Secured Party to make any such demand,
to pursue such other rights or remedies or to collect any payments from the
Borrower, any other Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower, any other Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Collateral Agent or any Credit Agreement Secured Party
against any Guarantor. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

      2.6 Reinstatement. The guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Credit Agreement
Obligations is rescinded or must otherwise be restored or returned by any Credit
Agreement Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been
made.

      2.7 Payments. Each Guarantor hereby guarantees that payments hereunder
will be paid to the Collateral Agent for the sole benefit of the Credit
Agreement Secured Parties without set-off or counterclaim in Dollars at the
office of the Collateral Agent located at 60 Wall Street, New York, New York
10005.

                     SECTION 3. GRANT OF SECURITY INTEREST

      3.1 Grant of First Priority Security Interest. Subject to Section 3.4,
each Grantor hereby assigns and transfers to the Collateral Agent, and hereby
grants to the Collateral Agent, for the ratable benefit of the Credit Agreement
Secured Parties (and, to the extent the following constitutes "Collateral"
under, and as defined in, the Existing Guarantee and Collateral Agreement,
hereby confirms (without interruption) its assignment and transfer to the
Collateral Agent under the Existing Guarantee and Collateral Agreement of), a
first priority, security interest (the "First Priority Interest") in, all of the
following property now owned or at any time hereafter acquired by such Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the "Collateral"), as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of such Grantor's Credit
Agreement Obligations (provided, that in no event shall the First Priority
Interest at any time secure an amount in excess of (i) principal amounts
outstanding under the Credit Agreement up to the First Lien Secured Amount and
accrued interest and fees thereon plus (ii) any other Credit Agreement
Obligations permitted by the Indenture to be secured on a first priority basis):

      (a)   all Accounts;



                                                                               9

      (b)   all Chattel Paper;

      (c)   all Contracts;

      (d)   all Deposit Accounts;

      (e)   all Documents;

      (f)   all Equipment;

      (g)   all General Intangibles;

      (h)   all Instruments;

      (i)   all Intellectual Property;

      (j)   all Inventory;

      (k)   all Investment Property;

      (l)   all Letter-of-Credit Rights;

      (m)   all other personal property not otherwise described above;

      (n)   all books and records pertaining to the Collateral; and

      (o)   to the extent not otherwise included, all Proceeds, Supporting
Obligations and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing.

      3.2 Grant of Second Priority Security Interest. Subject to Sections 3.4
and 7.4, each Grantor hereby assigns and transfers to the Collateral Agent, and
hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a
second priority security interest (the "Second Priority Interest") in all right,
title and interest of such Grantor in all Collateral, as collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations.

      3.3 Separate and Distinct Security Interests. (a) As set forth in the
separate granting clauses contained in Sections 3.1 and 3.2 above, it is the
intent of each Grantor, the Secured Parties and the Collateral Agent, that such
grants shall create two separate and distinct security interests in all right,
title and interest of each Grantor in all Collateral in favor of (i) the
Collateral Agent, for the benefit of the Credit Agreement Secured Parties and
(ii) the Collateral Agent, for the benefit of the Secured Parties. For the
avoidance of doubt, the parties hereto acknowledge and agree that the First
Priority Interest and the Second Priority Interest shall constitute valid and
enforceable security interests in the Collateral having the priorities relative
to one another established under Sections 3.1 and 3.2 without regard to whether
the actual numeric priority of any of such security interests may prove to be
different, whether due to the existence of a senior lien or the unenforceability
of any of such security interests.

      (b) Notwithstanding (i) anything to the contrary contained in any other
document, filing or agreement related to the creation, attachment, perfection or
existence of the security interests granted herein, (ii) the time, place, order
or method of attachment or perfection of such security interests, (iii) the time
or order of filing or recording of financing statements or other documents filed
or recorded to perfect



                                                                              10

such security interests, and (iv) the rules for determining priority under any
law governing the relative priorities of secured creditors, the Second Priority
Interest is expressly junior in priority, operation and effect to the First
Priority Interest.

      (c) The priorities set forth herein are intended solely to define the
relative priorities of the secured interests in relation to one another and
shall not be construed as an agreement by any Secured Party to subordinate its
secured interest in favor of the Lien of a Person which is not a Secured Party.

      3.4 Excluded Property. Notwithstanding any of the other provisions set
forth in this Section 3 (other than Section 3.5), this Agreement shall not
constitute a grant of a security interest in, and the Collateral shall not
include, (a) any property to the extent that such grant of a security interest
(i) is prohibited by any Requirements of Law of a Governmental Authority or
requires a consent not obtained of any Governmental Authority pursuant to such
Requirement of Law, (ii) is prohibited by, or constitutes a breach or default
under or results in the termination of or requires any consent not obtained
under, any contract, license, agreement, instrument or other document evidencing
or giving rise to such property, or (iii) in the case of any Investment
Property, Pledged Stock or Pledged Note, any applicable shareholder or similar
agreement, except in each case to the extent that such Requirement of Law or the
term in such contract, license, agreement, instrument or other document or
shareholder or similar agreement providing for such prohibition, breach, default
or termination or requiring such consent is ineffective under applicable law or
(b) any property of Holdings, other than its right, title and interest in and to
the Capital Stock of the Borrower and all Proceeds and products related thereto.

      3.5 Equal and Ratable Requirements. Anything herein or in any other Loan
Document to the contrary notwithstanding,

      (a) to the extent the Holders are required to be secured equally and
ratably with respect to the Collateral or any other collateral security for the
Credit Agreement Obligations pursuant to the Equal and Ratable Requirements of
the Indenture but are not deemed so secured pursuant to the terms of this
Agreement or any other Security Document, this Agreement or such other Security
Document, as applicable, shall be deemed amended to the extent necessary to
comply with the Equal and Ratable Requirements of the Indenture; and

      (b) to the extent the Holders are secured with respect to the Collateral
or any other collateral security for the Credit Agreement Obligations pursuant
to this Agreement or any other Security Document to a greater extent than is
required by the Equal and Ratable Requirements of the Indenture, this Agreement
or such other Security Document, as applicable, shall be deemed amended in order
to provide the Holders only those rights and security interests with respect to
the Collateral or collateral security as are required by the Equal and Ratable
Requirements of the Indenture.

      3.6 Classification of Credit Agreement Obligations. The Credit Agreement
Obligations secured by the Collateral pursuant to Section 3.1 shall be
classified or reclassified from time to time as having been incurred in reliance
on Section 4.09(c)(1) of the Indenture, and the Credit Agreement Obligations
secured pursuant to Section 3.2 shall be classified or reclassified from time to
time as having been incurred in reliance on any paragraph of Section 4.09 of the
Indenture other than paragraph (c)(1) thereof. Any mandatory repayments made
under the Credit Agreement with Net Available Cash (as defined in the Indenture)
from Asset Sales (as defined in the Indenture) shall be deemed applied first to
obligations outstanding under the Credit Agreement secured by the Second
Priority Interest and second to obligations outstanding under the Credit
Agreement secured by the First Priority Interest.



                                                                              11

                   Section 4. REPRESENTATIONS AND WARRANTIES

            To induce the Credit Agreement Secured Parties to enter into the
Credit Agreement and to induce the Credit Agreement Secured Parties to make and
continue their respective extensions of credit to the Borrower under the Credit
Agreement, each Grantor hereby represents and warrants to the Collateral Agent
and each Secured Party that:

      4.1 Title; No Other Liens. Except for the security interests granted to
the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement and the other Liens permitted to exist on the Collateral by the Credit
Agreement, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others. No financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in any
public office, except such as have been filed in favor of the Collateral Agent,
for the benefit of the Secured Parties pursuant to this Agreement or as are
permitted by the Credit Agreement. For the avoidance of doubt, it is understood
and agreed that any Grantor may, as part of its business, grant licenses to
third parties to use Intellectual Property owned or developed by a Grantor. For
purposes of this Agreement and the other Loan Documents, such licensing activity
shall not constitute a "Lien" on such Intellectual Property. Each Secured Party
understands that any such licenses may be exclusive to the applicable licensees,
and such exclusivity provisions may limit the ability of the Collateral Agent to
utilize, sell, lease or transfer the related Intellectual Property or otherwise
realize value from such Intellectual Property pursuant hereto.

      4.2 Perfected First Priority Lien. Part I of Schedule 3 lists for each
Grantor, the jurisdiction in which the Collateral Agent has filed an initial
financing statement and applicable amendments to perfect the security interests
granted under the Existing Guarantee and Collateral Agreement. (a) The First
Priority Interest granted or continued pursuant to this Agreement (i) upon the
effective filing of the amendment described in Part II of Schedule 3 to the
financing statement currently on file against Holdings in the filing office
described in Part I of Schedule 3, will constitute valid perfected security
interests in all of the Collateral to which Article 9 of the New York UCC is
applicable in favor of the Collateral Agent, for the ratable benefit of the
Credit Agreement Secured Parties, as collateral security for the Credit
Agreement Obligations (provided, that in no event shall the First Priority
Interest at any time secure an amount in excess of (A) principal amounts
outstanding under the Credit Agreement up to the First Lien Secured Amount and
accrued interest and fees thereon plus (B) any other Credit Agreement
Obligations permitted by the Indenture to be secured on a first priority basis),
enforceable in accordance with the terms hereof against all creditors of such
Grantor and any Persons purporting to purchase any such Collateral from such
Grantor and (ii) are prior to all other Liens on the Collateral to which Article
9 of the New York UCC is applicable in existence on the date hereof except for
Liens permitted by the Credit Agreement to have priority over the First Priority
Interest.

      (b) Perfected Second Priority Lien. The Second Priority Interest granted
pursuant to this Agreement (i) upon completion of the filings and other actions
specified in Section 4.2(a)(i) will constitute valid perfected security
interests in all of the Collateral to which Article 9 of the New York UCC is
applicable in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, as collateral security for the Secured Obligations, enforceable
in accordance with the terms hereof against all creditors of such Grantor and
any Persons purporting to purchase any such Collateral from such Grantor and
(ii) are prior to all other Liens on the Collateral to which Article 9 of the
New York UCC is applicable in existence on the date hereof except for the First
Priority Interest and Liens permitted by the Credit Agreement to have priority
over the First Priority Interest.

      4.3 Jurisdiction of Organization; Chief Executive Office. On the date
hereof, such Grantor's jurisdiction of organization, identification number from
the jurisdiction of organization (if any), and the location of such Grantor's
chief executive office or sole place of business or principal residence, as the



                                                                              12

case may be, are specified on Schedule 4. Such Grantor has furnished to the
Collateral Agent a certified charter, certificate of incorporation or other
organizational document and a long-form good standing certificate as of a date
which is recent to the date hereof.

      4.4 Farm Products. None of the Collateral constitutes, or is the Proceeds
of, Farm Products.

      4.5 Investment Property. (a) The shares of Pledged Stock pledged by such
Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor or, in the
case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign
Subsidiary Voting Stock of each relevant Issuer.

      (b) All the shares of the Pledged Stock have been duly and validly issued
and are fully paid and nonassessable.

      (c) Each of the Pledged Notes constituting Collateral constitutes the
legal, valid and binding obligation of the obligor with respect thereto,
enforceable in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

      (d) Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Investment Property pledged by it hereunder, free of
any and all Liens or options in favor of, or claims of, any other Person, except
the security interests created or continued by this Agreement.

      4.6 Receivables. With respect to the Receivables constituting Collateral
of any Grantor (other than Holdings) only: (a) No amount payable to such Grantor
under or in connection with any Receivable is evidenced by any Instrument or
Chattel Paper which has not been delivered to the Collateral Agent.

      (b) None of the obligors on any Receivables is a Governmental Authority.

      (c) The amounts represented by such Grantor to the Secured Parties from
time to time as owing to such Grantor in respect of the Receivables will at such
times be accurate.

      4.7 Intellectual Property. With respect to the Intellectual Property
constituting Collateral of any Grantor (other than Holdings) only: (a) Schedule
5 lists all Copyrights, Trademarks, Patents and applications for the foregoing
owned by such Grantor in its own name on the date hereof and all Copyright
Licenses, Patent Licenses and Trademark Licenses.

      (b) On the date hereof, all material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and, to the
knowledge of such Grantor, does not infringe the intellectual property rights of
any other Person.

      (c) Except as set forth in Schedule 5 hereto, on the date hereof, none of
the Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.

      (d) No holding, decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of, or such
Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.



                                                                              13

      (e) No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual Property or such Grantor's ownership interest
therein, or (ii) which, if adversely determined, would have a material adverse
effect on the value of any Intellectual Property.

      4.8 Deposit Accounts, Securities Accounts . Schedule 6 hereto sets forth
each Deposit Account or Securities Account constituting Collateral in which any
Grantor (other than Holdings) has any interest on the date hereof.

                              SECTION 5. COVENANTS

            Each Grantor other than Holdings, and Holdings for the purposes of
Sections 5.1, 5.3, 5.4, 5.5, 5.6 and 5.7 only, covenants and agrees with the
Collateral Agent for the benefit of the Secured Parties that, from and after the
date of this Agreement until the Secured Obligations shall have been paid in
full, no Letter of Credit shall be outstanding and the Commitments shall have
terminated:

      5.1 Delivery of Instruments, Certificated Securities and Chattel Paper. If
any amount payable under or in connection with any of the Collateral shall be or
become evidenced by any Instrument, Certificated Security or Chattel Paper
constituting Collateral, such Instrument, Certificated Security or Chattel Paper
shall be immediately delivered to the Collateral Agent, duly indorsed in a
manner satisfactory to the Collateral Agent, to be held as Collateral pursuant
to this Agreement.

      5.2 Maintenance of Insurance. (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment against loss by fire, explosion, theft and such other
casualties as may be reasonably satisfactory to the Collateral Agent and (ii) to
the extent requested by the Collateral Agent, insuring such Grantor against
liability for personal injury and property damage relating to such Inventory and
Equipment, such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Collateral Agent.

      (b) All such insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
unless the insurer gives at least 30 days notice to the Collateral Agent, (ii)
name the Collateral Agent as insured party or loss payee, as applicable, and
(iii) be reasonably satisfactory in all other respects to the Collateral Agent.

      (c) The Borrower shall deliver to the Collateral Agent a report of a
reputable insurance broker with respect to such insurance substantially
concurrently with each delivery of the Borrower's audited annual financial
statements and such supplemental reports with respect thereto as the Collateral
Agent may from time to time reasonably request.

      5.3 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no such
charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of such Grantor and
such proceedings could not reasonably be expected to result in the sale,
forfeiture or loss of any material portion of the Collateral or any interest
therein.



                                                                              14

      5.4 Maintenance of Perfected Security Interest; Further Documentation. (a)
Such Grantor shall maintain the security interests created by this Agreement as
perfected security interests having the priorities described in Section 4.2 and
shall defend such security interests against the claims and demands of all
Persons whomsoever, subject to the rights of such Grantor under the Loan
Documents to dispose of the Collateral.

      (b) Such Grantor will furnish to the Collateral Agent from time to time
statements and schedules further identifying and describing the assets and
property of such Grantor and such other reports in connection therewith as the
Collateral Agent may reasonably request, all in reasonable detail.

      (c) At any time and from time to time, upon the written request of the
Collateral Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) filing any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit
Rights constituting Collateral and any other relevant Collateral, taking any
actions necessary to enable the Collateral Agent to obtain "control" (within the
meaning of the applicable Uniform Commercial Code) with respect thereto.
Notwithstanding anything in this Agreement to the contrary (other than with
respect to (i) Investment Property and (ii) Deposit Accounts and Securities
Accounts), no Grantor shall be required to take any actions to perfect or
maintain the Collateral Agent's security interest with respect to any personal
property Collateral which (i) cannot be perfected or maintained by filing a
financing statement under the Uniform Commercial Code and (ii) has a fair market
value which, together with the value of all other personal property Collateral
of all Grantors with respect to which a security interest is not perfected or
maintained in reliance on this sentence, does not exceed $2,500,000.

      (d) Subject to Section 5.11, such Grantor will not establish any
additional Deposit Accounts or Securities Accounts constituting Collateral
without executing and delivering, concurrently with the establishment of such
account, a control agreement in form and substance satisfactory to the
Collateral Agent and the related depositary bank or securities intermediary, as
the case may be, in order to perfect the security interests of the Collateral
Agent in such account under the Uniform Commercial Code.

      5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15
days' prior written notice to the Collateral Agent and delivery to the
Collateral Agent and the Administrative Agent of all additional executed
financing statements and other documents reasonably requested by the Collateral
Agent or the Administrative Agent to maintain the validity, perfection and
priority of the security interests provided for herein:

      (i) change its jurisdiction of organization or the location of its chief
executive office or sole place of business or principal residence from that
referred to in Section 4.3; or

      (ii) change its name.

      5.6 Notices. Such Grantor will advise the Collateral Agent and the
Administrative Agent promptly, in reasonable detail (which notice shall specify
that it is being delivered pursuant to this Section), of:



                                                                              15

      (a) any Lien (other than security interests created or continued hereby or
Liens permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Collateral Agent to exercise any of its
remedies hereunder; and

      (b) the occurrence of any other event which could reasonably be expected
to have a material adverse effect on the aggregate value of the Collateral or on
the security interests created hereby.

      5.7 Investment Property. (a) If such Grantor shall become entitled to
receive or shall receive any certificate (including, without limitation, any
certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Collateral Agent
for the benefit of the Secured Parties, hold the same in trust for the
Collateral Agent for the benefit of the Secured Parties and deliver the same
forthwith to the Collateral Agent in the exact form received, duly indorsed by
such Grantor to the Collateral Agent, if required, together with an undated
stock power covering such certificate duly executed in blank by such Grantor and
with, if the Collateral Agent so requests, signature guaranteed, to be held by
the Collateral Agent, subject to the terms hereof, as additional collateral
security for the Secured Obligations. Any sums paid upon or in respect of the
Investment Property upon the liquidation or dissolution of any Issuer shall be
paid over to the Collateral Agent to be held by it hereunder as additional
collateral security for the Secured Obligations, and in case any distribution of
capital shall be made on or in respect of the Investment Property or any
property shall be distributed upon or with respect to the Investment Property
pursuant to the recapitalization or reclassification of the capital of any
Issuer or pursuant to the reorganization thereof, the property so distributed
shall, unless otherwise subject to a perfected security interest in favor of the
Collateral Agent, be delivered to the Collateral Agent to be held by it
hereunder as additional collateral security for the Secured Obligations. If any
sums of money or property so paid or distributed in respect of the Investment
Property shall be received by such Grantor, such Grantor shall, until such money
or property is paid or delivered to the Collateral Agent, hold such money or
property in trust for the Collateral Agent for the benefit of the Secured
Parties, segregated from other funds of such Grantor, as additional collateral
security for the Secured Obligations.

      (b) Without the prior written consent of the Collateral Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any Capital Stock of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any Capital
Stock of any nature of any Issuer, except to the extent permitted by the Credit
Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Investment Property or Proceeds thereof
(except pursuant to a transaction expressly permitted by the Credit Agreement),
(iii) create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Investment Property or Proceeds
thereof, or any interest therein, except for the security interests created by
this Agreement and the Liens permitted by the Credit Agreement or (iv) enter
into any agreement or undertaking restricting the right or ability of such
Grantor or the Collateral Agent to sell, assign or transfer any of the
Investment Property or Proceeds thereof.

      (c) In the case of each Grantor which is an Issuer, such Issuer agrees
that (i) it will be bound by the terms of this Agreement relating to the
Investment Property issued by it and will comply with such terms insofar as such
terms are applicable to it, (ii) it will notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in Section 5.7(a) with
respect to the Investment Property issued by it and (iii) the terms of Sections
6.3(c) and 6.6 shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 6.3(c) or 6.6 with respect to the
Investment Property issued by it.


                                                                              16

      5.8 Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, such Grantor will not (i) grant any extension
of the time of payment of any Receivable, (ii) compromise or settle any
Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could reasonably be expected to
adversely affect the value thereof.

      (b) Such Grantor will deliver to the Collateral Agent a copy of each
material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of
the then outstanding Receivables.

      5.9 Intellectual Property. (a) Except to the extent any Grantor reasonably
determines that any Intellectual Property is no longer used or useful in its
business, such Grantor (either itself or through licensees) will (i) continue to
use commercially each material Trademark in order to maintain such Trademark in
full force free from any claim of abandonment for non-use, (ii) maintain as in
the past the quality of products and services offered under such Trademark,
(iii) use such Trademark with the appropriate notice of registration and all
other notices and legends required by applicable Requirements of Law, (iv) not
adopt or use any mark which is confusingly similar or a colorable imitation of
such Trademark unless the Collateral Agent, for the ratable benefit of the
Secured Parties, shall obtain perfected security interests in such mark pursuant
to this Agreement (with such priorities as are contemplated in Section 3), and
(v) not (and not permit any licensee or sublicensee thereof to) do any act or
knowingly omit to do any act whereby such Trademark may become invalidated or
impaired in any way.

      (b) Such Grantor (either itself or through licensees) will not do any act,
or omit to do any act, whereby any material Patent may become forfeited,
abandoned or dedicated to the public.

      (c) Such Grantor (either itself or through licensees) (i) will employ each
material Copyright and (ii) will not (and will not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any
material portion of the Copyrights may become invalidated or otherwise impaired.
Such Grantor will not (either itself or through licensees) do any act whereby
any material portion of the Copyrights may fall into the public domain.

      (d) Such Grantor (either itself or through licensees) will not do any act
that knowingly uses any material Intellectual Property to infringe the
intellectual property rights of any other Person.

      (e) Such Grantor will notify the Collateral Agent immediately if it knows,
or has reason to know, that any application or registration relating to any
material Intellectual Property may become forfeited, abandoned or dedicated to
the public, or of any final or non-appealable adverse determination or
development (including, without limitation, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court or
tribunal in any country) regarding such Grantor's ownership of, or the validity
of, any material Intellectual Property or such Grantor's right to register the
same or to own and maintain the same.

      (f) Whenever such Grantor, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Collateral Agent within five Business Days after the last day of
the fiscal quarter in which such filing occurs. Upon request of the Collateral
Agent, such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Collateral Agent may
request to evidence the



                                                                              17

Collateral Agent's security interests in any Copyright, Patent or Trademark and
the goodwill and general intangibles of such Grantor relating thereto or
represented thereby.

      (g) Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

      (h) In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall (i) take such
actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the
Collateral Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek appropriate relief and to recover any and
all damages for such infringement, misappropriation or dilution.

      5.10 Commercial Tort Claims. Such Grantor shall advise the Collateral
Agent promptly of any Commercial Tort Claim held by such Grantor in excess of
$1,000,000 and shall promptly execute a supplement to this Agreement in form and
substance satisfactory to the Collateral Agent to grant security interests in
such Commercial Tort Claim to the Collateral Agent for the benefit of the
Secured Parties in the manner and having the priorities described in Section 3.

      5.11 Deposit Accounts, Securities Accounts. No Grantor shall establish or
maintain a Deposit Account or Securities Account for which such Grantor has not
delivered to the Collateral Agent a control agreement executed by all parties
relevant thereto, provided that the Grantors shall not be required to enter into
control agreements with respect to any Deposit Accounts or Securities Accounts
having an aggregate balance of less than $1,000,000.

      5.12 Unrestricted Subsidiaries. The Borrower shall not, and shall not
permit any of its Subsidiaries to, designate any Subsidiary of the Borrower
which is a Loan Party as an "Unrestricted Subsidiary" for purposes of the
Indenture.

                         SECTION 6. REMEDIAL PROVISIONS

      6.1 Certain Matters Relating to Receivables. With respect to Receivables
constituting Collateral of any Grantor other than Holdings: (a) After an Event
of Default has occurred and is continuing, the Collateral Agent shall have the
right to make test verifications of the Receivables in any manner and through
any medium that it reasonably considers advisable, and each Grantor shall
furnish all such assistance and information as the Collateral Agent may require
in connection with such test verifications.

      (b) The Collateral Agent hereby authorizes each Grantor to collect such
Grantor's Receivables. The Collateral Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default. If required by the Collateral Agent, upon the request of the
Required Lenders or the Administrative Agent, at any time after the occurrence
and during the continuance of an Event of Default, any payments of Receivables,
when collected by any Grantor, (i) shall be forthwith (and, in any event, within
two Business Days) deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to the Collateral Agent if required, in the Collateral
Account, subject to withdrawal by the Collateral Agent for the account of the
Secured Parties only as



                                                                              18

provided in Section 7.4, and (ii) until so turned over, shall be held by such
Grantor in trust for the Collateral Agent and the other Secured Parties,
segregated from other funds of such Grantor. Each such deposit of Proceeds of
Receivables shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.

      (c) At the Collateral Agent's request, upon the occurrence and during the
continuance of an Event of Default, each Grantor shall deliver to the Collateral
Agent all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables, including,
without limitation, all original orders, invoices and shipping receipts.

      6.2 Communications with Obligors; Grantors Remain Liable. With respect to
Receivables constituting Collateral of any Grantor other than Holdings: (a) The
Collateral Agent in its own name or in the name of others may at any time after
the occurrence and during the continuance of an Event of Default and after prior
notice to the Grantors communicate with obligors under the Receivables to verify
with them to the Collateral Agent's satisfaction the existence, amount and terms
of any Receivables.

      (b) After the occurrence and during the continuance of an Event of Default
and at the direction of the Administrative Agent, the Collateral Agent in its
own name or in the name of others may, and upon the request of the Collateral
Agent each Grantor shall, notify obligors on the Receivables that the
Receivables have been assigned to the Collateral Agent for the benefit of the
Secured Parties and that payments in respect thereof shall be made directly to
the Collateral Agent.

      (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise thereto. Neither the
Collateral Agent nor any Secured Party shall have any obligation or liability
under any Receivable (or any agreement giving rise thereto) by reason of or
arising out of this Agreement or the receipt by the Collateral Agent nor any
Secured Party of any payment relating thereto, nor shall the Collateral Agent or
any Secured Party be obligated in any manner to perform any of the obligations
of any Grantor under or pursuant to any Receivable (or any agreement giving rise
thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

      6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and
be continuing and the Collateral Agent shall have given notice to the relevant
Grantor of the Collateral Agent's intent to exercise its corresponding rights
pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash
dividends paid in respect of the Pledged Stock and all payments made in respect
of the Pledged Notes, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice, to the extent permitted in
the Credit Agreement, and to exercise all voting and corporate or other
organizational rights with respect to the Investment Property; provided,
however, that no vote shall be cast or corporate or other organizational right
exercised or other action taken which, in the Administrative Agent's reasonable
judgment, would result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.

      (b) If an Event of Default shall occur and be continuing and the
Collateral Agent shall give notice of its intent to exercise such rights to the
relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to
receive any and all cash dividends, payments or other Proceeds paid in respect
of the Investment Property and make application thereof to the Secured
Obligations in such order as the Collateral Agent may determine, and (ii) any or
all of the Investment Property shall be registered in the



                                                                              19

name of the Collateral Agent or its nominee, and the Collateral Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Investment Property at any meeting of shareholders of the
relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Investment Property as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Investment Property upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or
other organizational structure of any Issuer, or upon the exercise by any
Grantor or the Collateral Agent of any right, privilege or option pertaining to
such Investment Property, and in connection therewith, the right to deposit and
deliver any and all of the Investment Property with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Collateral Agent may determine), all without liability except
to account for property actually received by it, but the Collateral Agent shall
have no duty to any Grantor to exercise any such right, privilege or option and
shall not be responsible for any failure to do so or delay in so doing.

      (c) Each Grantor hereby authorizes and instructs each Issuer of any
Investment Property pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Collateral Agent in writing that (x) states
that an Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) upon delivery of any notice to such
effect pursuant to Section 6.3(a), pay any dividends or other payments with
respect to the Investment Property directly to the Collateral Agent.

      6.4 Proceeds to be Turned Over To Collateral Agent. In addition to the
rights of the Collateral Agent and the Secured Parties specified in Section 6.1
with respect to payments of Receivables, if an Event of Default shall occur and
be continuing, and the Collateral Agent, upon the request of the Administrative
Agent, shall have given notice thereof to the Grantors, all Proceeds received by
any Grantor consisting of cash, checks and other near-cash items shall be held
by such Grantor in trust for the Collateral Agent and the Secured Parties,
segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to the Collateral Agent in the exact form
received by such Grantor (duly indorsed by such Grantor to the Collateral Agent,
if required). All Proceeds received by the Collateral Agent hereunder shall be
held by the Collateral Agent in a Collateral Account maintained under its sole
dominion and control in accordance with Section 7.1. All Proceeds while held by
the Collateral Agent in a Collateral Account (or by such Grantor in trust for
the Secured Parties) shall continue to be held as collateral security for all
the Secured Obligations and shall not constitute payment thereof until applied
as provided in Section 7.4.

      6.5 Code and Other Remedies. If an Event of Default shall occur and be
continuing, upon the request of the Administrative Agent or the Required
Lenders, the Collateral Agent, on behalf of the Secured Parties, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Secured Obligations, all rights and remedies of a secured party under the New
York UCC or any other applicable law. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon any Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of any Secured Party or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on



                                                                              20

credit or for future delivery without assumption of any credit risk. Any Secured
Party shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.
Each Grantor further agrees, at the Collateral Agent's request, to assemble the
Collateral and make it available to the Collateral Agent at places which the
Collateral Agent shall reasonably select, whether at such Grantor's premises or
elsewhere. The Collateral Agent shall apply the net proceeds of any action taken
by it pursuant to this Section 6.5, after deducting all reasonable costs and
expenses of every kind incurred in connection therewith or incidental to the
care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Secured Parties hereunder, including, without
limitation, reasonable attorneys' fees and disbursements, to the payment in
whole or in part of the Secured Obligations, in such order as the Collateral
Agent may elect, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law,
including, without limitation, Section 9-615(a)(3) of the New York UCC, need the
Collateral Agent account for the surplus, if any, to any Grantor. To the extent
permitted by applicable law, each Grantor waives all claims, damages and demands
it may acquire against the Secured Parties arising out of the exercise by them
of any rights hereunder. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition.

      6.6 Registration Rights. (a) If the Collateral Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section
6.5, and if in the opinion of the Collateral Agent it is necessary or advisable
to have the Pledged Stock, or that portion thereof to be sold, registered under
the provisions of the Securities Act, the relevant Grantor will cause the Issuer
thereof to (i) execute and deliver, and cause the directors and officers of such
Issuer to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in the opinion of the Collateral
Agent, necessary or advisable to register the Pledged Stock, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) use its
best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the
first public offering of the Pledged Stock, or that portion thereof to be sold,
and (iii) make all amendments thereto and/or to the related prospectus which, in
the opinion of the Collateral Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. Each
Grantor agrees to cause such Issuer to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions which the Collateral
Agent shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.

      (b) Each Grantor recognizes that the Collateral Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Collateral
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.


                                                                              21

      (c) Each Grantor agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this Section 6.6 valid and binding and
in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this
Section 6.6 will cause irreparable injury to the Collateral Agent and the
Secured Parties, that the Collateral Agent and the Secured Parties have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 6.6 shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the
Credit Agreement.

      6.7 Deficiency. Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the Secured Obligations and the fees and disbursements of any attorneys
employed by the Collateral Agent or any Secured Party to collect such
deficiency.

                SECTION 7. THE COLLATERAL ACCOUNT; DISTRIBUTIONS

      7.1 The Collateral Account. At such time as the Collateral Agent deems
appropriate, there shall be established and, at all times thereafter until this
Agreement shall have terminated, the Collateral Agent shall maintain a separate
collateral account under its sole dominion and control (the "Collateral
Account"). All moneys which are received by the Collateral Agent or any agent or
nominee of the Collateral Agent in respect of the Collateral, whether in
connection with the exercise of the remedies provided in this Agreement or any
Security Document, shall be deposited in the Collateral Account and held by the
Collateral Agent as part of the Collateral and applied in accordance with the
terms of this Agreement.

      7.2 Control of Collateral Account. All right, title and interest in and to
the Collateral Account shall vest in the Collateral Agent, and funds on deposit
in the Collateral Account shall constitute part of the Collateral. The
Collateral Account shall be subject to the exclusive dominion and control of the
Collateral Agent.

      7.3 Investment of Funds Deposited in Collateral Account. The Collateral
Agent may, but is under no obligation to, invest and reinvest moneys on deposit
in the Collateral Account at any time in Permitted Investments. All such
investments and the interest and income received thereon and the net proceeds
realized on the sale or redemption thereof shall be held in the Collateral
Account and constitute Collateral. The Collateral Agent shall not be responsible
for any diminution in funds resulting from such investments or any liquidation
prior to maturity.

      7.4 Application of Moneys. (a) The Collateral Agent shall have the right
at any time to apply moneys held by it in the Collateral Account to the payment
of due and unpaid Collateral Agent Fees.

      (b) All remaining moneys held by the Collateral Agent in the Collateral
Account or received by the Collateral Agent with respect to the Collateral
shall, to the extent available for distribution (it being understood that the
Collateral Agent may liquidate investments prior to maturity in order to make a
distribution pursuant to this Section 7.4), be distributed by the Collateral
Agent on each Distribution Date in the following order of priority (with such
distributions being made by the Collateral Agent to the respective
representatives for the Secured Parties as provided in Section 7.4(d), and each
such



                                                                              22

representative shall be responsible for insuring that amounts distributed to it
are distributed to its Secured Parties in the order of priority set forth
below):

            First: to the Collateral Agent for any unpaid Collateral Agent Fees
      and then to any Secured Party which has theretofore advanced or paid any
      Collateral Agent Fees constituting administrative expenses allowable under
      Section 503(b) of the Bankruptcy Code, an amount equal to the amount
      thereof so advanced or paid by such Secured Party and for which such
      Secured Party has not been reimbursed prior to such Distribution Date,
      and, if such moneys shall be insufficient to pay such amounts in full,
      then ratably (without priority of any one over any other) to such Secured
      Parties in proportion to the amounts of such Collateral Agent Fees
      advanced by the respective Secured Parties and remaining unpaid on such
      Distribution Date;

            Second: to any Secured Party which has theretofore advanced or paid
      any Collateral Agent Fees other than such administrative expenses
      described in clause First above, an amount equal to the amount thereof so
      advanced or paid by such Secured Party and for which such Secured Party
      has not been reimbursed prior to such Distribution Date, and, if such
      moneys shall be insufficient to pay such amounts in full, then ratably
      (without priority of any one over any other) to such Secured Parties in
      proportion to the amounts of such Collateral Agent Fees advanced by the
      respective Secured Parties and remaining unpaid on such Distribution Date;

            Third, to the Credit Agreement Secured Parties, the amount then due
      and owing and remaining unpaid in respect of the Credit Agreement
      Obligations secured by the First Priority Interest, pro rata among the
      parties to which such Credit Agreement Obligations are then due and owing
      based on the respective amounts thereof, until such Credit Agreement
      Obligations are paid or cash collateralized (to the extent not then due
      and payable) in full; provided that in no event shall the aggregate amount
      distributed under clauses Third and Fourth of this Section 7.4 exceed (i)
      principal amounts outstanding under the Credit Agreement up to the First
      Lien Secured Amount and accrued interest and fees thereon plus (ii) any
      other Credit Agreement Obligations permitted by the Indenture to be
      secured on a first priority basis;

            Fourth (this clause being applicable only if an Event of Default
      shall have occurred and be continuing), to the Credit Agreement Secured
      Parties, the amount of unpaid principal, interest, fees, charges, costs
      and expenses in respect of the Credit Agreement Obligations secured by the
      First Priority Interest, pro rata among the parties holding such Credit
      Agreement Obligations based on the respective amounts thereof, until such
      Credit Agreement Obligations are paid or cash collateralized (to the
      extent not then due and payable) in full; provided that in no event shall
      the aggregate amount distributed under clauses Third and Fourth of this
      Section 7.4 exceed (i) principal amounts outstanding under the Credit
      Agreement up to the First Lien Secured Amount and accrued interest and
      fees thereon plus (ii) any other Credit Agreement Obligations permitted by
      the Indenture to be secured on a first priority basis;

            Fifth (this clause being applicable only if an Event of Default
      shall have occurred and be continuing), to the Secured Parties, in respect
      of the Second Priority Interest, the amount of unpaid principal, interest,
      fees, charges, costs and expenses in respect of the Secured Obligations,
      pro rata among the parties holding such Secured Obligations based on the
      respective amounts thereof (after giving effect to any distributions made
      under clauses Third and Fourth of this Section 7.4), until such Secured
      Obligations are paid or cash collateralized (in the case of Credit
      Agreement Obligations not then due and payable) in full; and

            Sixth, any balance remaining after the Secured Obligations shall
      have been paid or cash collateralized in full, no Letters of Credit shall
      be outstanding and the Commitments shall have



                                                                              23

terminated shall be paid over to the Borrower or to whomsoever may be lawfully
entitled to receive the same.

      (c)   The term "unpaid" as used in clause Third, Fourth and Fifth of
            Section 7.4(b) refers:

                  (i) in the absence of a bankruptcy proceeding with respect to
            the relevant Grantor(s), to all amounts of Credit Agreement
            Obligations or Secured Obligations, as the case may be, outstanding
            as of a Distribution Date, and

                  (ii) during the pendency of a bankruptcy proceeding with
            respect to the relevant Grantor(s), to all amounts allowed (within
            the meaning of Title 11 of the United States Code entitled
            "Bankruptcy") by the bankruptcy court in respect of Credit Agreement
            Obligations or Secured Obligations, as the case may be, as a basis
            for distribution (including estimated amounts, if any, allowed in
            respect of contingent claims),

to the extent that prior distributions (whether actually distributed or set
aside pursuant to Section 7.5) have not been made in respect thereof.

      (d) The Collateral Agent shall make all payments and distributions under
this Section 7.4 (i) on account of Credit Agreement Obligations to the
Administrative Agent, pursuant to directions of the Administrative Agent, for
re-distribution in accordance with the provisions of the Credit Agreement and
(ii) on account of the Senior Note Obligations to the Trustee, pursuant to
directions of the Trustee, for re-distribution in accordance with the provisions
of the Indenture.

      7.5 Application of Moneys Distributable to the Trustee. If at any time any
moneys collected or received by the Collateral Agent pursuant to this Agreement
are distributable pursuant to Section 7.4 to the Trustee, and if the Trustee
shall notify the Collateral Agent in writing that no provision is made under the
Indenture for the application by the Trustee of such moneys (whether because the
Senior Note Obligations under the Indenture have not become due and payable or
otherwise) and that the Indenture does not effectively provide for the receipt
and the holding by the Trustee of such moneys pending the application thereof,
then the Collateral Agent, after receipt of such notification, shall, at the
direction of the Trustee, invest such amounts in Permitted Investments maturing
within 90 days after they are acquired by the Collateral Agent or, in the
absence of such direction, hold such moneys uninvested and shall hold all such
amounts so distributable and all such investments and the net proceeds thereof
in trust solely for the Trustee (in its capacity as trustee) and for no other
purpose until such time as the Trustee shall request in writing the delivery
thereof by the Collateral Agent for application pursuant to the Indenture, as
applicable.

      7.6 Collateral Agent's Calculations. In making the determinations and
allocations required by Section 7.4, the Collateral Agent may conclusively rely
upon information supplied by the Trustee as to the amounts of unpaid principal
and interest and other amounts outstanding with respect to the Senior Note
Obligations and information supplied by the Administrative Agent as to the
amounts of unpaid principal and interest and other amounts outstanding with
respect to the Credit Agreement Obligations, and the Collateral Agent shall have
no liability to any of the Secured Parties for actions taken in reliance on such
information, provided that nothing in this sentence shall prevent any Grantor
from contesting any amounts claimed by any Secured Party in any information so
supplied. All distributions made by the Collateral Agent pursuant to Section 7.4
shall be (subject to any decree of any court of competent jurisdiction) final
(absent manifest error), and the Collateral Agent shall have no duty to inquire
as to the application by the Administrative Agent or the Trustee of any amounts
distributed to them.



                                                                              24

      7.7 Pro Rata Sharing. If, through the operation of any bankruptcy,
reorganization, insolvency or other laws or otherwise, the Collateral Agent's
security interests hereunder and under the other Security Documents is enforced
with respect to some, but not all, of the Secured Obligations then outstanding,
the Collateral Agent shall nonetheless apply the proceeds of the Collateral for
the benefit of the holders of the Secured Obligations which have been enforced
in the proportions and subject to the priorities specified herein after giving
effect thereto. To the extent that the Collateral Agent distributes Proceeds
collected with respect to Secured Obligations held by one holder to or on behalf
of Secured Obligations held by a second holder, the first holder shall be deemed
to have purchased a participation in the Secured Obligations held by the second
holder, or shall be subrogated to the rights of the second holder to receive any
subsequent payments and distributions made with respect to the portion thereof
paid or to be paid by the application of such Proceeds.

                SECTION 8. AGREEMENTS WITH THE COLLATERAL AGENT

      8.1 Delivery of Secured Debt Agreements. On or before the date hereof, the
Borrower shall have delivered to the Collateral Agent true and complete copies
of each Secured Debt Agreement as in effect on the date hereof. The Borrower
shall deliver to the Collateral Agent, promptly upon the execution thereof, (i)
a true and complete copy of all amendments, modifications or supplements to any
Secured Debt Agreement entered into after the date hereof, and (ii) a true and
complete copy of any new Secured Debt Agreement entered into after the date
hereof.

      8.2 Information as to Secured Parties. The Borrower shall deliver to the
Collateral Agent on the date hereof and quarterly hereafter, and from time to
time upon request of the Collateral Agent, a list setting forth as of a date not
more than 10 days prior to the date of such delivery the aggregate unpaid
principal amount of the Secured Obligations. The Borrower shall promptly notify
the Collateral Agent of each change in the identity or address of the
Administrative Agent or the Trustee.

      8.3 Compensation and Expenses. Each Grantor, jointly and severally, agrees
to pay to the Collateral Agent, from time to time upon demand, (i) reasonable
compensation (which shall not be limited by any provision of law in regard to
compensation of fiduciaries or of a trustee of an express trust) for its
services hereunder and for administering the Collateral and (ii) all of the
fees, costs and expenses of the Collateral Agent (including, without limitation,
the reasonable fees and disbursements of its counsel, advisors and agents) (A)
arising in connection with the preparation, execution, delivery, modification,
and termination of this Agreement, each other Security Document, or the
enforcement of any of the provisions hereof or thereof, (B) incurred or required
to be advanced in connection with the administration of the Collateral, the sale
or other disposition of Collateral and the preservation, protection or defense
of the Collateral Agent's rights under this Agreement, each other Security
Document, and in and to the Collateral, (C) incurred by the Collateral Agent in
connection with the removal of the Collateral Agent pursuant to Section 9.11 or
(D) the failure by any Grantor to perform or observe any of the provisions of
this Agreement or any other Security Document. Such fees, costs and expenses are
intended to constitute expenses of administration under any other bankruptcy law
relating to creditors' rights generally. The obligations of the Grantors under
this Section 8.3 shall survive the termination of the other provisions of this
Agreement and the other Security Documents and the resignation or removal of the
Collateral Agent hereunder.

      8.4 Stamp and Other Similar Taxes. Each Grantor, jointly and severally,
agrees to indemnify and hold harmless the Collateral Agent and each Secured
Party from any present or future claim for liability for any stamp or any other
similar tax, and any penalties or interest with respect thereto, which may be
assessed, levied or collected by any jurisdiction in connection with this
Agreement, any other Security Document or any Collateral. The obligations of the
Grantors under this Section 8.4 shall survive



                                                                              25

the termination of the other provisions of this Agreement and the other Security
Documents and the resignation or removal of the Collateral Agent hereunder.

      8.5 Filing Fees, Excise Taxes, Etc. Each Grantor, jointly and severally,
agrees to pay or to reimburse the Collateral Agent for any and all payments made
by the Collateral Agent in respect of all search, filing, recording and
registration fees, taxes, excise taxes and other similar imposts which may be
payable or determined to be payable in respect of the execution and delivery of
this Agreement and the other Security Documents. The obligations of the Grantors
under this Section 8.5 shall survive the termination of the other provisions of
this Agreement and the other Security Documents and the resignation or removal
of the Collateral Agent hereunder.

      8.6 Indemnification. Each Grantor, jointly and severally, agrees (a) to
pay or reimburse the Collateral Agent for all of its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of this Agreement and the other Security Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including
the reasonable fees and disbursements of counsel to the Collateral Agent and
filing and recording fees and expenses, with statements with respect to the
foregoing to be submitted to the Borrower prior to the Closing Date (in the case
of amounts to be paid on the Closing Date), and from time to time thereafter on
a quarterly basis or such other periodic basis as the Collateral Agent shall
deem appropriate, (b) to pay or reimburse the Collateral Agent for all of its
out-of-pocket costs and expenses incurred in connection with any amendment,
supplement or modification to this Agreement and the other Security Documents
and any other documents prepared in connection herewith or therewith, (c) to pay
or reimburse each Secured Party and the Collateral Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Security Documents and any such other
documents (including, without limitation, in connection with any action taken
with respect to the Collateral), including the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Secured
Party and of counsel to the Collateral Agent, (d) to pay, indemnify, and hold
each Secured Party and the Collateral Agent harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting from
any delay in paying, stamp, excise and other taxes, if any, that may be payable
or determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Security Documents and any such other
documents, and (e) to pay, indemnify, and hold each Secured Party and the
Collateral Agent and their respective officers, directors, employees,
affiliates, agents, trustees, advisors and controlling persons (each, an
"Indemnitee") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Security Documents and any such other documents, including
any of the foregoing relating to the use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of any Group Member or any of the Properties and
the reasonable fees and expenses of legal counsel in connection with claims,
actions or proceedings by any Indemnitee against any Loan Party under any
Security Document (all the foregoing in this clause (e), collectively, the
"Indemnified Liabilities"), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature,



                                                                              26

under or related to Environmental Laws, that any of them might have by statute
or otherwise against any Indemnitee. The obligations of the Grantors under this
Section 8.6 shall survive the termination of the other provisions of this
Agreement and the other Security Documents and the resignation or removal of the
Collateral Agent hereunder.

      8.7 Collateral Agent's Lien. Notwithstanding anything to the contrary in
this Agreement or in any other Security Document, as security for the payment of
the Collateral Agent Fees (i) the Collateral Agent is hereby granted a lien upon
all Collateral and (ii) the Collateral Agent shall have the right to use and
apply any of the funds held by the Collateral Agent in the Collateral Account to
cover such Collateral Agent Fees.

                        SECTION 9. THE COLLATERAL AGENT

      9.1 Collateral Agent's Appointment as Attorney-in-Fact, etc. (a) Each
Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Grantor and in the name of such Grantor or in its own name,
for the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the
Collateral Agent the power and right, on behalf of such Grantor, without notice
to or assent by such Grantor, to do any or all of the following:

      (i) in the name of such Grantor or its own name, or otherwise, take
   possession of and indorse and collect any checks, drafts, notes, acceptances
   or other instruments for the payment of moneys due under any Receivable or
   with respect to any other Collateral and file any claim or take any other
   action or proceeding in any court of law or equity or otherwise deemed
   appropriate by the Collateral Agent for the purpose of collecting any and all
   such moneys due under any Receivable or with respect to any other Collateral
   whenever payable;

      (ii) in the case of any Intellectual Property, execute and deliver, and
   have recorded, any and all agreements, instruments, documents and papers as
   the Collateral Agent may reasonably request to evidence the Collateral
   Agent's security interest in such Intellectual Property (and the associated
   goodwill) and general intangibles of such Grantor relating thereto or
   represented thereby;

      (iii)pay or discharge taxes and Liens levied or placed on or threatened
   against the Collateral, effect any repairs or any insurance called for by the
   terms of this Agreement and pay all or any part of the premiums therefor and
   the costs thereof;

      (iv) execute, in connection with any sale provided for in Section 6.5 or
   6.6, any indorsements, assignments or other instruments of conveyance or
   transfer with respect to the Collateral; and

      (v) (1) direct any party liable for any payment under any of the
   Collateral to make payment of any and all moneys due or to become due
   thereunder directly to the Collateral Agent or as the Collateral Agent shall
   direct; (2) ask or demand for, collect, and receive payment of and receipt
   for, any and all moneys, claims and other amounts due or to become due at any
   time in respect of or arising out of any Collateral; (3) sign and indorse any
   invoices, freight or express bills, bills of lading, storage or warehouse
   receipts, drafts against debtors, assignments, verifications, notices and
   other documents in connection with any of the Collateral; (4) commence and
   prosecute any suits, actions or proceedings at law or in equity in any court
   of competent jurisdiction to collect the Collateral or any



                                                                              27

   portion thereof and to enforce any other right in respect of any Collateral;
   (5) defend any suit, action or proceeding brought against such Grantor with
   respect to any Collateral; (6) settle, compromise or adjust any such suit,
   action or proceeding and, in connection therewith, give such discharges or
   releases as the Collateral Agent may deem appropriate; (7) assign any
   Copyright, Patent or Trademark (along with the goodwill of the business to
   which any such Copyright, Patent or Trademark pertains), throughout the world
   for such term or terms, on such conditions, and in such manner, as the
   Collateral Agent shall in its sole discretion determine; and (8) generally,
   sell, transfer, pledge and make any agreement with respect to or otherwise
   deal with any of the Collateral as fully and completely as though the
   Collateral Agent were the absolute owner thereof for all purposes, and do, at
   the Collateral Agent's option and such Grantor's expense, at any time, or
   from time to time, all acts and things which the Collateral Agent deems
   necessary to protect, preserve or realize upon the Collateral and Collateral
   Agent's security interests therein and to effect the intent of this
   Agreement, all as fully and effectively as such Grantor might do.

   Anything in this Section 9.1(a) to the contrary notwithstanding, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 9.1(a) unless an Event of Default shall
have occurred and be continuing.

      (b) If any Grantor fails to perform or comply with any of its agreements
contained herein, the Collateral Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.

      (c) The expenses of the Collateral Agent incurred in connection with
actions undertaken as provided in this Section 9.1, together with interest
thereon at the rate applicable hereto under Section 4.5(c) of the Credit
Agreement, from the date of payment by the Collateral Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Collateral Agent on demand.

      (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

      9.2 Appointment of Collateral Agent as Agent for the Secured Parties. (a)
By acceptance of the benefits of this Agreement and the Security Documents, each
Secured Party shall be deemed irrevocably (i) to consent to the appointment of
the Collateral Agent as its agent hereunder and under the Security Documents,
(ii) to confirm that the Collateral Agent shall have the authority to act as the
exclusive agent of such Secured Party for enforcement of any provisions of this
Agreement and the Security Documents against any Grantor or the exercise of
remedies hereunder or thereunder, (iii) to agree that such Secured Party shall
not take any action to enforce any provisions of this Agreement or any Security
Document against any Grantor or to exercise any remedy hereunder or thereunder
and (iv) to agree to be bound by the terms of this Agreement and the Security
Documents.

      (b) The Collateral Agent hereby agrees that it holds and will hold all of
its right, title and interest in, to and under the Security Documents and the
Collateral granted to the Collateral Agent thereunder whether now existing or
hereafter arising under and subject to the conditions set forth in this
Agreement; and the Collateral Agent further agrees that it will hold such
Collateral for the benefit of the Secured Parties, for the enforcement of the
payment of all Secured Obligations and as security for the performance of and
compliance with the covenants and conditions of this Agreement and each of the
Security Documents.



                                                                              28

      9.3 Duty of Collateral Agent. The Collateral Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the New York UCC or otherwise, shall
be to deal with it in the same manner as the Collateral Agent deals with similar
property for its own account. No Secured Party nor any of its officers,
directors, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Collateral Agent and the Secured Parties hereunder are solely
to protect the Collateral Agent's and the Secured Parties' interests in the
Collateral and shall not impose any duty upon the Collateral Agent or any
Secured Party to exercise any such powers. The Collateral Agent and the Secured
Parties shall be accountable only for amounts that they actually receive as a
result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to any Grantor for
any act or failure to act hereunder, except for their own gross negligence or
willful misconduct.

      9.4 Execution of Financing Statements. Pursuant to any applicable law,
each Grantor authorizes the Collateral Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Collateral Agent determines appropriate to perfect the security
interests of the Collateral Agent under this Agreement. Each Grantor (other than
Holdings) authorizes the Collateral Agent to use the collateral description "all
personal property" in any such financing statement. Each Grantor hereby ratifies
and authorizes the filing by the Collateral Agent of any financing statement
with respect to the Collateral made prior to the date hereof.

      9.5 Authority of Collateral Agent. Each Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Agreement with
respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Collateral Agent and the other
Secured Parties, be governed by this Agreement and by such other agreements as
may exist from time to time among them, but, as between the Collateral Agent and
the Grantors, the Collateral Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

      9.6 Exculpatory Provisions. (a) The Collateral Agent shall not be
responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties in any Secured Debt Agreement, all of
which are made solely by the Grantors. The Collateral Agent makes no
representations as to the existence, genuineness, value or condition of any of
the Collateral or any part thereof, or as to the title of the Grantors thereto
or as to the security afforded or intended to be afforded by this Agreement and
the other Security Documents, or as to the validity, execution (except its
execution), enforceability, legality or sufficiency of this Agreement and the
other Security Documents or the Secured Obligations or as to the validity,
perfection, priority or enforceability of the liens or security interests in any
of the Collateral created or intended to be created by this Agreement, or as to
the validity or sufficiency of the Collateral or this Agreement, or as to
insuring the Collateral or as to the payment of taxes, charges, assessments or
liens upon the Collateral or otherwise as to the maintenance of the Collateral,
and the Collateral Agent shall incur no liability or responsibility in respect
of any such matters.

      (b) The Collateral Agent shall not be required to ascertain or inquire as
to the performance by the Grantors of any of the covenants or agreements
contained herein, in the other Security Documents or in any Secured Debt
Agreement. Whenever it is necessary, or in the opinion of the Collateral Agent
advisable, for the Collateral Agent to ascertain the amount of Secured
Obligations then held by Secured



                                                                              29

Parties, the Collateral Agent may rely on a certificate of the Administrative
Agent (in the case of the Credit Agreement Obligations) or the Trustee (in the
case of the Senior Note Obligations), and if the Administrative Agent (in the
case of the Credit Agreement Obligations) or the Trustee (in the case of the
Senior Note Obligations) shall not give such information to the Collateral
Agent, the Collateral Agent shall be entitled to withhold distributions
hereunder to the Administrative Agent (on behalf of the Credit Agreement Secured
Parties) or the Trustee (on behalf of the Holders), as applicable (in which case
distributions to those Persons who have supplied such information to the
Collateral Agent shall be calculated by the Collateral Agent using, for those
Persons who have not supplied such information, the list then most recently
delivered by the Borrower pursuant to Section 8.2), and the amount so calculated
to be distributed to the Person who fails to give such information shall be held
in trust for such Person until such information is received by the Collateral
Agent, whereupon on the next Distribution Date the amount distributable to such
Person shall be recalculated using such information and distributed to it.
Nothing in the preceding sentence shall prevent any Grantor from contesting any
amounts claimed by any Secured Party in any certificate so supplied.

      (c) The Collateral Agent shall be under no obligation or duty to take any
action under this Agreement or any other Security Document or otherwise if
taking such action (i) would subject the Collateral Agent to a tax in any
jurisdiction where it is not then subject to a tax or (ii) would require the
Collateral Agent to qualify to do business in any jurisdiction where it is not
then so qualified, unless the Collateral Agent shall receive security or
indemnity satisfactory to it against such tax (or equivalent liability), or any
liability resulting from such qualification, in each case as results from the
taking of such action under this Agreement or any other Security Document.

      (d) The Collateral Agent shall have the same rights with respect to any
Secured Obligation held by it as any other Secured Party and may exercise such
rights as though it were not the Collateral Agent hereunder, and it and its
Affiliates may accept deposits from, lend money to, provide services to and
generally engage in any kind of banking or trust business with, any of the
Grantors as if it were not the Collateral Agent.

      (e) The Collateral Agent shall not be liable for any action taken or
omitted to be taken in accordance with this Agreement or any other Security
Document except for its own gross negligence or willful misconduct (as
determined by a final and nonappealable decision of a court of competent
jurisdiction).

      (f) The permissive right of the Collateral Agent to take any action under
this Agreement or any other Security Document shall not be construed as a duty
to so act.

      9.7 Delegation of Duties. The Collateral Agent may execute any of the
trusts or powers hereof and perform any duty hereunder, or under any other
Security Document either directly or by or through agents or attorneys-in-fact.
The Collateral Agent shall be entitled to advice of counsel concerning all
matters pertaining to such trusts, powers and duties. The Collateral Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it without gross negligence or willful misconduct.

      9.8 Reliance by Collateral Agent. (a) Whenever in the administration of
this Agreement, or any other Security Document the Collateral Agent shall deem
it necessary or desirable that a factual matter be proved or established in
connection with the Collateral Agent taking, suffering or omitting any action
hereunder or thereunder, such matter (unless other evidence in respect thereof
is herein specifically prescribed) may be deemed to be conclusively proved or
established by a certificate of a Responsible Officer delivered to the
Collateral Agent, and such certificate shall be full warrant to the Collateral
Agent for any action taken, suffered or omitted in reliance thereon.



                                                                              30

      (b) The Collateral Agent may, at the expense of the Grantors, consult with
counsel, and any opinion of counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in
accordance therewith. The Collateral Agent shall have the right at any time to
seek instructions concerning the administration of this Agreement or any other
Security Document from any court of competent jurisdiction. Any opinion of
counsel may be based, insofar as it relates to factual matters, upon a
certificate of a Responsible Officer or representations made by a Responsible
Officer in a writing delivered to the Collateral Agent.

      (c) The Collateral Agent may conclusively rely upon, and shall be fully
protected in acting upon or failing to act as a consequence of, any resolution,
statement, certificate, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document which it believes in good faith is
genuine and has been signed or presented by the proper party or parties or, in
the case of cables, telecopies and telexes, to have been sent by the proper
party or parties. In the absence of its own gross negligence or willful
misconduct, the Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any such
certificates, opinions or other information and need not investigate any fact or
matter stated therein.

      (d) The Collateral Agent shall not be under any obligation to exercise any
of the rights or powers vested in the Collateral Agent by this Agreement or by
any other Security Document, unless the Collateral Agent shall have been
provided adequate security and indemnity against the costs, expenses and
liabilities which may be incurred by the Collateral Agent, its agents and its
counsel in the exercise of any such right or power or in compliance with such
request or direction, including such reasonable advances as may be requested by
the Collateral Agent.

      (e) Upon any application or demand by any of the Grantors to the
Collateral Agent to take or permit any action under any of the provisions of
this Agreement or any other Security Document, the Borrower shall furnish to the
Collateral Agent a certificate of a Responsible Officer stating that all
conditions precedent, if any, provided for in this Agreement, in any other
Security Document or in any Secured Debt Agreement relating to the proposed
action have been complied with, and in the case of any such application or
demand as to which the furnishing of any document is specifically required by
any provision of this Agreement, any other Security Document or any Secured Debt
Agreement relating to such particular application or demand, such additional
document shall also be furnished.

      9.9 Limitations on Duties of Collateral Agent. (a) The Collateral Agent
shall be obligated to perform such duties and only such duties as are
specifically set forth in this Agreement, or any other Security Document, and no
implied covenants or obligations shall be read into this Agreement, or any other
Security Document against the Collateral Agent. By acceptance of the benefits
under this Agreement, the Holders shall be deemed to have agreed that they shall
not be entitled to, and shall not, (i) direct the actions of the Collateral
Agent hereunder or under any Security Document, (ii) have the right to consent
to any amendment, supplement, waiver or other modification to this Agreement or
any Security Document, (iii) take any action, or commence any legal proceeding
seeking, to require, compel or cause the Collateral Agent to enforce any of the
provisions of this Agreement or any Security Document against any Grantor or to
exercise any remedy hereunder or thereunder, (iv) take any action, or commence
any legal proceeding seeking, to prevent or enjoin the Collateral Agent from
taking any action (including, without limitation, the enforcement of any
provisions of this Agreement or any Security Document against any Grantor, the
exercise of any remedy hereunder or thereunder, the release of any Security
Document, the consent to any amendment or modification of this Agreement or any
Security Document or the grant of any waiver hereunder or thereunder), or
refraining from taking any such action, in accordance with this Agreement or any
Security Document, as the case may be, or (v) otherwise take any action, or
commence any legal proceeding seeking, to delay, hinder or otherwise impair the
Collateral Agent in taking any such action in accordance with this Agreement or
any Security Document. By



                                                                              31

acceptance of the benefits under this Agreement, the Holders, as Secured
Parties, will be deemed to have acknowledged and agreed that the provisions of
the preceding sentence are intended to induce the Credit Agreement Secured
Parties to permit such Persons to be Secured Parties under this Agreement and
under the Security Documents and are being relied upon by the Credit Agreement
Secured Parties as consideration therefor.

      (b) Except as herein otherwise expressly provided, the Collateral Agent
shall not be under any obligation to take any action that is discretionary under
the provisions of this Agreement or of any other Security Document. The
Collateral Agent shall make available for inspection and copying by the
Administrative Agent and the Trustee each certificate or other paper furnished
to the Collateral Agent by any of the Grantors under or with respect to this
Agreement, any other Security Document or the Collateral.

      (c) No provision of this Agreement, or any other Security Document shall
be deemed to impose any duty or obligation on the Collateral Agent to perform
any act or acts or exercise any right, power, duty or obligation conferred or
imposed on it, in any jurisdiction in which it shall be illegal, or in which the
Collateral Agent shall be unqualified or incompetent, to perform any such act or
acts or to exercise any such right, power, duty or obligation or if such
performance or exercise would constitute doing business by the Collateral Agent
in such jurisdiction or impose a tax on the Collateral Agent by reason thereof
or to risk its own funds or otherwise incur any financial liability in the
performance of its duties hereunder.

      9.10 Moneys to be Held in Trust. All moneys received by the Collateral
Agent under or pursuant to any provision of this Agreement, or any other
Security Document (except Collateral Agent Fees) shall be held in trust for the
purposes for which they were paid or are held. The Collateral Agent shall not be
liable for interest on any money or assets received by it except as the
Collateral Agent may agree in writing.

      9.11 Resignation and Removal of the Collateral Agent. (a) The Collateral
Agent may at any time, by giving written notice to the Borrower, the
Administrative Agent and the Trustee, resign and be discharged of the
responsibilities hereby created, such resignation to become effective upon (i)
the appointment of a successor Collateral Agent, (ii) the acceptance of such
appointment by such successor Collateral Agent and (iii) the approval of such
successor Collateral Agent evidenced by one or more instruments signed by the
Administrative Agent and (in the absence of an Event of Default) the Borrower
(such consent not to be unreasonably withheld). If no successor Collateral Agent
shall be appointed and shall have accepted such appointment within 60 days after
the Collateral Agent gives the aforesaid notice of resignation, the Collateral
Agent, the Borrower, the Administrative Agent, the Trustee or any Secured Party
may apply to any court of competent jurisdiction to appoint a successor
Collateral Agent to act until such time, if any, as a successor Collateral Agent
shall have been appointed as provided in this Section 9.11. Any successor so
appointed by such court shall immediately and without further act be superseded
by any successor Collateral Agent appointed by the Administrative Agent as
provided in Section 9.11(b). The Administrative Agent may at any time upon
giving 10 days' prior written notice thereof to the Collateral Agent (with a
copy to the Trustee), remove the Collateral Agent for any reason or no reason at
all and appoint a successor Collateral Agent, such removal to be effective upon
the acceptance of such appointment by the successor. The Collateral Agent shall
be entitled to the Collateral Agent Fees to the extent incurred or arising, or
relating to events occurring, before such resignation or removal or in
connection with actions taken in accordance with Section 9.11(b).

      (b) If at any time the Collateral Agent shall resign or be removed or
otherwise become incapable of acting, or if at any time a vacancy shall occur in
the office of the Collateral Agent for any other cause, a successor Collateral
Agent may be appointed by the Administrative Agent with the consent



                                                                              32

of the Borrower (in the absence of an Event of Default), which consent shall not
be unreasonably withheld. The powers, duties, authority and title of the
predecessor Collateral Agent shall be terminated and canceled without procuring
the resignation of such predecessor and without any other formality (except as
may be required by applicable law) than appointment and designation of a
successor in writing duly acknowledged and delivered to the predecessor and the
Borrower. Such appointment and designation shall be full evidence of the right
and authority to make the same and of all the facts therein recited, and this
Agreement shall vest in such successor, without any further act, deed or
conveyance, all the estates, properties, rights, powers, trusts, duties,
authority and title of its predecessor; but such predecessor shall,
nevertheless, on the written request of the Administrative Agent, the Borrower,
or the successor, execute and deliver an instrument transferring to such
successor all the estates, properties, rights, powers, trusts, duties, authority
and title of such predecessor hereunder and shall deliver all Collateral held by
it or its agents to such successor. Should any deed, conveyance or other
instrument in writing from any Grantor be required by any successor Collateral
Agent for more fully and certainly vesting in such successor the estates,
properties, rights, powers, trusts, duties, authority and title vested or
intended to be vested in the predecessor Collateral Agent, any and all such
deeds, conveyances and other instruments in writing shall, on request of such
successor, be executed, acknowledged and delivered by such Grantor. If such
Grantor shall not have executed and delivered any such deed, conveyance or other
instrument within 10 days after it received a written request from the successor
Collateral Agent to do so, or if Event of Default has occurred and is
continuing, the predecessor Collateral Agent may execute the same on behalf of
such Grantor. Such Grantor hereby appoints any predecessor Collateral Agent as
its agent and attorney to act for it as provided in the next preceding sentence.

      9.12 Status of Successor Collateral Agent. Every successor Collateral
Agent appointed pursuant to Section 9.11(b) shall be a bank or trust company in
good standing and having power to act as Collateral Agent hereunder,
incorporated under the laws of the United States of America or any State thereof
or the District of Columbia and having its principal corporate trust office
within the 48 contiguous States and shall also have capital, surplus and
undivided profits of not less than $100,000,000, if there be such an institution
with such capital, surplus and undivided profits willing, qualified and able to
accept the trust hereunder upon reasonable or customary terms.

      9.13 Merger of the Collateral Agent. Any corporation into which the
Collateral Agent may be merged, or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall be Collateral Agent under this Agreement without
the execution or filing of any paper or any further act on the part of the
parties hereto.

      9.14 Co-Collateral Agent; Separate Collateral Agent. (a) If at any time or
times it shall be necessary or prudent in order to conform to any law of any
jurisdiction in which any of the Collateral shall be located, or to avoid any
violation of law or imposition on the Collateral Agent of taxes by such
jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral
Agent shall be advised by opinion of counsel that it is necessary or prudent in
the interest of the Secured Parties, or the Collateral Agent shall deem it
desirable for its own protection in the performance of its duties hereunder, the
Collateral Agent and each of the Grantors shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more persons approved by the Collateral Agent and the
Grantors, either to act as Collateral Agent or co-Collateral Agents of all or
any of the Collateral under this Agreement, jointly with the Collateral Agent
originally named herein or therein or any successor Collateral Agent, or to act
as separate collateral agent or collateral agents of any of the Collateral. If
any of the Grantors shall not have joined in the execution of such instruments
and agreements within 10 days after it receives a written request from the
Collateral Agent to do so, or if an Event of Default shall have occurred and is
continuing, the Collateral Agent may act under the foregoing provisions of this
Section 9.14(a) without the concurrence of such Grantors and execute and deliver
such instruments and agreements on behalf of such Grantors. Each of the Grantors
hereby appoints the



                                                                              33

Collateral Agent as its agent and attorney to act for it under the foregoing
provisions of this Section 9.14(a) in either of such contingencies.

      (a) Every separate Collateral Agent and every co-Collateral Agent, other
than any successor Collateral Agent appointed pursuant to Section 9.14(b),
shall, to the extent permitted by law, be appointed and act and be such, subject
to the following provisions and conditions:

      (i) all rights, powers, duties and obligations conferred upon the
Collateral Agent in respect of the custody, control and management of moneys,
papers or securities shall be exercised solely by the Collateral Agent or any
agent appointed by the Collateral Agent;

      (ii) all rights, powers, duties and obligations conferred or imposed upon
the Collateral Agent hereunder shall be conferred or imposed and exercised or
performed by the Collateral Agent and such separate Collateral Agent or separate
Collateral Agents or co-Collateral Agent or co-Collateral Agents, jointly, as
shall be provided in the instrument appointing such separate Collateral Agent or
separate Collateral Agents or co-Collateral Agent or co-Collateral Agents,
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the Collateral Agent shall be
incompetent or unqualified to perform such act or acts, or unless the
performance of such act or acts would result in the imposition of any tax on the
Collateral Agent which would not be imposed absent such joint act or acts, in
which event such rights, powers, duties and obligations shall be exercised and
performed by such separate Collateral Agent or separate Collateral Agents or
co-Collateral Agent or co-Collateral Agents;

      (iii)no power given hereby to, or which it is provided herein or therein
may be exercised by, any such co-Collateral Agent or co-Collateral Agents or
separate Collateral Agent or separate Collateral Agents shall be exercised
hereunder or thereunder by such co-Collateral Agent or co- Collateral Agents or
separate Collateral Agent or separate Collateral Agents except jointly with, or
with the consent in writing of, the Collateral Agent, anything contained herein
to the contrary notwithstanding;

      (iv) no Collateral Agent hereunder shall be personally liable by reason of
any act or omission of any other Collateral Agent hereunder; and

      (v) the Borrower and the Collateral Agent, at any time by an instrument in
writing executed by them jointly, may accept the resignation of or remove (for
any reason or no reason at all) any such separate Collateral Agent or
co-Collateral Agent and, in that case by an instrument in writing executed by
them jointly, may appoint a successor to such separate Collateral Agent or
co-Collateral Agent, as the case may be, anything contained herein to the
contrary notwithstanding. If the Borrower shall not have joined in the execution
of any such instrument within 10 days after it receives a written request from
the Collateral Agent to do so, or if an Event of Default has occurred and is
continuing, the Collateral Agent shall have the power to accept the resignation
of or remove any such separate Collateral Agent or co-Collateral Agent and to
appoint a successor without the concurrence of the Borrower, the Borrower hereby
appointing the Collateral Agent its agent and attorney to act for it in such
connection in such contingency. If the Collateral Agent shall have appointed a
separate Collateral Agent or separate Collateral Agents or co-Collateral Agent
or co-Collateral Agents as above provided, the Collateral Agent may at any time,
by an instrument in writing, accept the resignation of or remove any such
separate Collateral Agent or co Collateral Agent and the successor to any such
separate Collateral Agent or co-Collateral Agent shall be appointed by the
Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to
this Section 9.14(b).



                                                                              34

      9.15 Treatment of Payee or Indorsee by Collateral Agent. (a) The
Collateral Agent may treat the registered holder or, if none, the payee or
indorsee of any promissory note or debenture evidencing a Secured Obligation as
the absolute owner thereof for all purposes and shall not be affected by any
notice to the contrary, whether such promissory note or debenture shall be past
due or not.

      (b) Any Person (other than the Administrative Agent and the Trustee) that
shall be designated as the duly authorized representative of one or more Secured
Parties to act as such in connection with any matters pertaining to this
Agreement, any other Security Document or the Collateral shall present to the
Collateral Agent such documents, including, without limitation, opinions of
counsel, as the Collateral Agent may reasonably require, in order to demonstrate
to the Collateral Agent the authority of such Person to act as the
representative of such Secured Parties.

      9.16 Existing Deposit Account Control Agreements. Deutsche Bank Trust
Company Americas acknowledges and agrees that to the extent it is a party to any
control agreement with respect to any Deposit Accounts or Securities Accounts of
any Grantor, it shall exercise its rights as a secured party thereunder in its
capacity as Collateral Agent for the benefit of the Secured Parties and shall
distribute any amounts received with respect thereto in accordance with the
terms and conditions of this Agreement (including, without limitation, Section
7.4).

                           Section 10. MISCELLANEOUS

      10.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except with
the consent of the Collateral Agent and in accordance with Section 11.1 of the
Credit Agreement.

      10.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 11.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1 or such other address
specified in writing to the Administrative Agent in accordance with such
Section. All notices, requests and demands to or upon the Collateral Agent shall
be effected in the manner provided for in Section 11.2 of the Credit Agreement
and shall be addressed to the Collateral Agent at 60 Wall Street, New York, New
York 10005. All notices, requests and demands to or upon the Trustee or any
Holder shall be effected in the manner provided for in Section 11.2 of the
Credit Agreement and shall be addressed to it (or, in the case of any Holder, to
it care of the Trustee) at 101 Barclay Street, Floor 21 West, New York, New York
10286, Attention: Corporate Trust Department or at such other address provided
by the Borrower to the Collateral Agent pursuant to Section 8.2.

      10.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Collateral Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 10.1), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent or any Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such Secured Party would



                                                                              35

otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

      10.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to
pay or reimburse the Collateral Agent and each Secured Party for all its costs
and expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of counsel (including
the allocated fees and expenses of in-house counsel) to the Collateral Agent and
each Secured Party.

      (b) Each Guarantor agrees to pay, and to save the Collateral Agent and the
Secured Parties harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement.

      (c) Each Guarantor agrees to pay, and to save the Collateral Agent and the
Secured Parties harmless from, any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement to the extent the
Borrower would be required to do so pursuant to Section 11.5 of the Credit
Agreement.

      (d) The agreements in this Section 10.4 shall survive repayment of the
Secured Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.

      10.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Collateral Agent and the Secured Parties and their successors and assigns;
provided that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Collateral Agent.

      10.6 Set-Off. Each Grantor hereby irrevocably authorizes the Collateral
Agent and each Credit Agreement Secured Party at any time and from time to time,
without notice to such Grantor or any other Grantor, any such notice being
expressly waived by each Grantor, to set-off and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Secured Party to or for the credit
or the account of such Grantor, or any part thereof in such amounts as the
Collateral Agent or such Credit Agreement Secured Party may elect, against and
on account of the obligations and liabilities of such Grantor to the Collateral
Agent or such Credit Agreement Secured Party hereunder and claims of every
nature and description of the Collateral Agent or such Credit Agreement Secured
Party against such Grantor, in any currency, whether arising hereunder, under
the Credit Agreement, any other Loan Document or otherwise, as the Collateral
Agent or such Credit Agreement Secured Party may elect, whether or not the
Collateral Agent or such Credit Agreement Secured Party has made any demand for
payment and although such obligations, liabilities and claims may be contingent
or unmatured. The Collateral Agent and each Credit Agreement Secured Party shall
notify such Grantor promptly of any such set-off and the application made by the
Collateral Agent or such Credit Agreement Secured Party of the proceeds thereof,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of the Collateral Agent and each Credit
Agreement Secured Party under this Section 10.6 are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the
Collateral Agent and each Credit Agreement Secured Party may have.



                                                                              36

      10.7 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

      10.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.9 Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

      10.10 Integration. This Agreement and the other Loan Documents represent
the agreement of the Grantors, the Collateral Agent and the Secured Parties with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent or any
Secured Party relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Loan Documents.

      10.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

      10.12 Submission To Jurisdiction; Waivers. Each Grantor and each of the
Holders hereby irrevocably and unconditionally:

      (a) submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;

      (b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

      (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Grantor at its
address referred to in Section 10.2 or at such other address of which the
Collateral Agent shall have been notified pursuant thereto;

      (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in
any other jurisdiction; and

      (e) waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section any special, exemplary, punitive or consequential damages.

      10.13 Acknowledgements. Each Grantor hereby acknowledges that:



                                                                              37

      (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;

      (b) neither the Collateral Agent nor any other Secured Party has any
fiduciary relationship with or duty to any Grantor arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Grantors, on the one hand, and the Collateral Agent and
the Secured Parties, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

      (c) no joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Secured Parties or among the Grantors and the Secured Parties.

      10.14 Additional Grantors. Each Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to Section 7.10 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex I hereto.

      10.15 Releases. (a) At such time as the Loans and the other Credit
Agreement Obligations (other than Credit Agreement Obligations in respect of
Specified Hedge Agreements) shall have been paid in full and the Commitments
have been terminated, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Collateral Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantors. At the request and sole expense of any Grantor following any such
termination, the Collateral Agent shall deliver to such Grantor any Collateral
held by the Collateral Agent hereunder, and execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence such
termination.

      (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Credit Agreement,
then the Collateral Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral. At the request and sole expense of the Borrower, a Subsidiary
Guarantor shall be released from its obligations hereunder in the event that all
the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or
otherwise disposed of in a transaction permitted by the Credit Agreement;
provided that the Borrower shall have delivered to the Collateral Agent, at
least ten Business Days prior to the date of the proposed release, a written
request for release identifying the relevant Subsidiary Guarantor and the terms
of the sale or other disposition in reasonable detail, including the price
thereof and any expenses in connection therewith, together with a certification
by the Borrower stating that such transaction is in compliance with the Credit
Agreement and the other Loan Documents.

      (c) Upon receipt by the Collateral Agent from the Administrative Agent of
a written notice stating that the Credit Agreement Obligations consisting of
outstanding principal amounts of Loans under the Credit Agreement are less than
the First Lien Secured Amount, the security interests created by Section 3.2
shall terminate forthwith.

      (d) The Collateral Agent will, at any time, upon the written instruction
of the Administrative Agent, at the sole expense of the relevant Grantor,
execute and deliver to the relevant Grantor all releases or other documents
reasonably necessary or desirable for the release of the Liens created by the
Security Documents on the Collateral specified by the Administrative Agent in
such instruction (provided that the



                                                                              38

Administrative Agent may not direct the Collateral Agent to release the liens
created by Section 3.2 without simultaneously releasing the liens created by
Section 3.1 unless the Credit Agreement Obligations consisting of outstanding
principal amounts of Loans under the Credit Agreement are less than the First
Lien Secured Amount). The Administrative Agent may give such instructions at any
time, whether or not at any such time any or all of the Secured Obligations are
still outstanding.

      10.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



                                                                              39

            IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.

                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, as Collateral Agent

                                        By: /s/ Lana Gifas
                                            -----------------------------------
                                            Name:  Lana Gifas
                                            Title: Vice President

                                        By: /s/ Omayra Laucella
                                            -----------------------------------
                                            Name:  Omayra Laucella
                                            Title: Vice President



                                                                              40

                                        R.H.DONNELLEY CORPORATION

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name:  Robert J. Bush
                                            Title: Vice President, General
                                                    Counsel and Corporate
                                                    Secretary

                                        R.H.DONNELLEY INC.

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name:  Robert J. Bush
                                            Title: Vice President, General
                                                    Counsel and Corporate
                                                    Secretary

                                        R.H.DONNELLEY APIL, INC.

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name:  Robert J. Bush
                                            Title: Vice President and
                                                    Assistant Secretary

                                        R.H.DONNELLEY PUBLISHING & ADVERTISING,
                                        INC.

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name:  Robert J. Bush
                                            Title: Vice President and
                                                    Corporate Secretary



                                                                              41

                                        GET DIGITAL SMART.COM, INC.

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President, General
                                                     Counsel and Corporate
                                                     Secretary



                                        R.H. DONNELLEY PUBLISHING &
                                        ADVERTISING OF ILLINOIS PARTNERSHIP


                                        By: R.H. Donnelley Publishing &
                                            Advertising of Illinois
                                            Holdings, LLC, its managing partner

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President and Secretary


                                        DONTECH II PARTNERSHIP

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President and Secretary


                                        DONTECH HOLDINGS, LLC


                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President Secretary

                                        R.H. DONNELLEY PUBLISHING & ADVERTISING
                                        OF ILLINOIS HOLDINGS, LLC

                                        By: /s/ Robert J. Bush
                                            -----------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President and Secretary



                                                                         ANNEX I

                          FORM OF ASSUMPTION AGREEMENT

            ASSUMPTION AGREEMENT, dated as of __________ __, 200_, made by
______________________________ (the "Additional Grantor"), in favor of Deutsche
Bank Trust Company Americas, as administrative agent (in such capacity, the
"Administrative Agent") for the banks and other financial institutions or
entities (the "Lenders") parties to the Credit Agreement referred to below. All
capitalized terms not defined herein shall have the meaning ascribed to them in
such Credit Agreement.

                              W I T N E S S E T H :
                               - - - - - - - - - -

            WHEREAS, R.H. Donnelley Corporation ("Holdings"), R.H. Donnelley
Inc., (the "Borrower"), the Lenders parties thereto, J.P. Morgan Securities Inc.
and Deutsche Bank Trust Company Americas, as Joint Lead Arrangers and Joint
Bookrunners, JPMorgan Chase Bank, N.A., as Syndication Agent, Bear Stearns
Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs
Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National
Association, as Co-Documentation Agents and the Administrative Agent have
entered into the Second Amended and Restated Credit Agreement, dated as of
December 13, 2005, (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement");

            WHEREAS, in connection with the Credit Agreement, the Borrower and
certain of its Affiliates (other than the Additional Grantor) have entered into
the Second Amended and Restated Guarantee and Collateral Agreement, dated as of
December 13, 2005, (as amended, supplemented or otherwise modified from time to
time, the "Guarantee and Collateral Agreement") in favor of the Administrative
Agent for the benefit of the Lenders;

            WHEREAS, the Credit Agreement requires the Additional Grantor to
become a party to the Guarantee and Collateral Agreement; and

            WHEREAS, the Additional Grantor has agreed to execute and deliver
this Assumption Agreement in order to become a party to the Guarantee and
Collateral Agreement;

            NOW, THEREFORE, IT IS AGREED:

            1. Guarantee and Collateral Agreement. By executing and delivering
this Assumption Agreement, the Additional Grantor, as provided in Section 10.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the
Guarantee and Collateral Agreement as a Grantor thereunder with the same force
and effect as if originally named therein as a Grantor and, without limiting the
generality of the foregoing, hereby expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in the Schedules to the
Guarantee and Collateral Agreement. The Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 4
of the Guarantee and Collateral Agreement is true and correct on and as the date
hereof (after giving effect to this Assumption Agreement) as if made on and as
of such date.



                                                                               2

            2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

            IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                        [ADDITIONAL GRANTOR]

                                        By:___________________________
                                             Name:
                                             Title:



                                                                    Annex 1-A to
                                                            Assumption Agreement

                            Supplement to Schedule 1

                            Supplement to Schedule 2

                            Supplement to Schedule 3

                            Supplement to Schedule 4

                            Supplement to Schedule 5

                            Supplement to Schedule 6



                                                                        ANNEX II

                       FORM OF ACKNOWLEDGEMENT AND CONSENT

      The undersigned hereby acknowledges receipt of a copy of the Second
Amended and Restated Guarantee and Collateral Agreement dated as of December 13,
2005 (the "Agreement"), made by the Grantors parties thereto for the benefit of
Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders.
The undersigned agrees for the benefit of the Administrative Agent and the
Lenders as follows:

            1. The undersigned will be bound by the terms of the Agreement and
will comply with such terms insofar as such terms are applicable to the
undersigned.

            2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.6(a) of
the Agreement.

            3. The terms of Sections 6.3(c) and 6.6 of the Agreement shall apply
to it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(c) or 6.6 of the Agreement.

                                        [NAME OF ISSUER]

                                        By:_____________________________________
                                            Name:
                                            Title:

                                        Address for Notices:

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

                                        Fax:

EX-10.3

                                                                    EXHIBIT 10.3

                         AGREEMENT TO AMEND AND RESTATE

            AGREEMENT TO AMEND AND RESTATE, dated as of December 13, 2005 (this
"Agreement"), among those lenders party to the Existing Credit Agreement
referred to below immediately prior to the Restatement Effective Date referred
to below (the "Existing Lenders"), those lenders listed on Schedule I hereto
(the "Additional Lenders" and together with the Existing Lenders, the "Lenders")
and R.H. Donnelley Corporation, a Delaware corporation ("RHD Corp."). Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings provided such terms in the Existing Credit Agreement
referred to below.

                                   WITNESSETH:

            WHEREAS, Dex Media, Inc., a Delaware corporation ("Parent"), Dex
Media West, Inc., a Delaware corporation ("Holdings"), Dex Media West LLC, a
Delaware limited liability company (the "Borrower") and certain lenders are
parties to a Credit Agreement, dated as of September 9, 2003, as amended (as in
effect immediately prior to the Restatement Effective Date, the "Existing Credit
Agreement");

            WHEREAS, Parent has entered into an Agreement and Plan of Merger,
dated as of October 3, 2005 (the "Merger Agreement"), by and among RHD Corp.,
Parent and Forward Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of RHD Corp. ("Merger Sub"), pursuant to which RHD Corp. will acquire
(the "Parent Acquisition") the Parent;

            WHEREAS, the Parent Acquisition will be effected by merging (the
"Merger") Parent with and into Merger Sub with Merger Sub being the survivor of
the Merger;

            WHEREAS, RHD Corp. intends to finance the Parent Acquisition,
related transactions and the related fees and expenses with (a) the issuance of
approximately 36.3 million new shares of common stock of RHD Corp., (b) up to
$503,000,000 from new Tranche B-1 Term Loans (as defined below) to be made
available under the Restated Credit Agreement (as defined below), (c) up to
$2,292,000,000 in cash proceeds from the issuance by RHD Corp. (or a finance
vehicle subsidiary as the initial issuer thereof) of senior notes, and (d) up to
$250,000,000 in cash proceeds from the issuance by Parent (or a finance vehicle
subsidiary as the initial issuer thereof) of senior notes (the foregoing clauses
(a) through (d), the "Financing Transactions");

            WHEREAS, Parent, Holdings and the Borrower have requested that the
Existing Lenders amend and restate the Existing Credit Agreement as provided in
this Agreement and that the Lenders with Tranche B-1 Commitments (as defined
below) make available the Tranche B-1 Term Loans; and

            WHEREAS, the Lenders with Tranche B-1 Commitments are willing to
provide the Tranche B-1 Term Loans and the Lenders are willing to amend and
restate the Existing Credit Agreement on the terms and conditions set forth
herein.

            NOW THEREFORE, subject to the terms and conditions of this
Agreement, the parties hereto agree as follows:

            1. The parties hereto hereby agree that on the Restatement Effective
Date (as defined below) the Existing Credit Agreement shall be amended and
restated in the form attached hereto as Annex I (as so amended and restated, the
"Restated Credit Agreement"). It is understood and agreed that the Restated
Credit Agreement will be dated as of the Restatement Effective Date.



            2. Each Lender with a Tranche B-1 Commitment amount specified
opposite its name on Schedule I agrees to make term loans (the "Tranche B-1 Term
Loans") on and after the Restatement Effective Date to the Borrower in the
aggregate principal amount specified as its Tranche B-1 Commitment on Schedule I
in accordance with clause (ii) of Section 2.01(a) of the Restated Credit
Agreement.

            3. The Lenders hereby direct and authorize JPMorgan Chase Bank, N.A.
as Administrative Agent and Collateral Agent (together with any other Lender as
required) to effect amendments reasonably satisfactory to JPMorgan Chase Bank,
N.A. to the Loan Documents other than the Existing Credit Agreement to give
effect to the Restated Credit Agreement, and to terminate the Parent Agreement
effective as of the Restatement Effective Date pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent (and the
Administrative Agent agrees to so terminate the Parent Agreement).

            4. This Agreement shall become effective (the "AAR Effective Date")
on the date on which the Administrative Agent shall have received, in the case
of RHD Corp., a counterpart to this Agreement and, in the case of the Required
Lenders under, and as defined in, the Existing Credit Agreement and each Lender
with a Tranche B-1 Commitment, a Lender Addendum.

            5. The Restated Credit Agreement shall become effective on the date
on which all of the conditions specified below shall have been satisfied (the
"Restatement Effective Date"):

            (a) Loan Documents. The Administrative Agent shall have received (i)
an executed counterpart to the Restated Credit Agreement by Parent, Holdings and
the Borrower and (ii) a counterpart to any amendments or acknowledgments to the
Security Documents as the Administrative Agent deems reasonably necessary or
appropriate in order to provide the benefits thereof to the Loans and the
obligations of the Loan Parties in connection therewith on the same basis as
such benefits are provided to the Existing Lenders for the purpose of securing
obligations outstanding under the Existing Credit Agreement.

            (b) Parent Acquisition. The Parent Acquisition shall have been, or
shall substantially contemporaneously be, consummated in accordance with the
Merger Agreement, and no material provision of the Merger Agreement shall have
been waived, amended, supplemented or otherwise modified in a manner that is
material and adverse to the Lenders without the consent of the Administrative
Agent.

            (c) Lien Searches. The Administrative Agent shall have received the
results of a recent Lien search in each of the jurisdictions where assets of
Parent, Holdings, the Borrower and its Subsidiaries are located (within the
meaning of the Uniform Commercial Code), and such search shall reveal no liens
on any of the assets of Parent, Holdings, the Borrower and its Subsidiaries,
except for liens permitted by Section 6.02 of the Restated Credit Agreement or
discharged on or prior to the Restatement Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

            (d) Closing Certificate. The Administrative Agent shall have
received a certificate of each Loan Party, dated the Restatement Effective Date
with appropriate insertions and attachments including the certificate of
incorporation of each Loan Party that is a corporation certified by the relevant
authority of the jurisdiction of organization of such Loan Party, and a long
form good standing certificate for each Loan Party from its jurisdiction of
organization.

                                      -2-



            (e) Legal Opinions. The Administrative Agent shall have received the
legal opinion of Jones Day, counsel to the Borrower and its Subsidiaries,
covering such matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require.

            (f) Pledged Stock; Stock Powers; Pledged Notes. To the extent not
previously delivered, the Collateral Agent (or its agent) shall have received
(i) the certificates representing the shares of Capital Stock pledged pursuant
to the Collateral Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the Collateral Agent
pursuant to the Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.

            (g) Filings, Registrations and Recordings. Each document (including
any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by the Collateral Agent to be
filed, registered or recorded in order to create or maintain in favor of the
Collateral Agent, for the benefit of the Lenders, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 6.02 of the
Restated Credit Agreement), shall have been executed and delivered (if
applicable) and be in proper form for filing, registering or recording.

            (h) Solvency Certificate. The Administrative Agent shall have
received a certificate of the chief financial officer of the Borrower certifying
as to the solvency of the Loan Parties, taken as a whole, on the Restatement
Effective Date.

            (i) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in Sections 3.02, 3.03(b), 3.18 and 3.19 of
the Restated Credit Agreement shall be true and correct in all material respects
(it being understood that, notwithstanding anything contained herein, the
Restated Credit Agreement or any other Loan Document to the contrary, no other
representations and warranties shall be made on the Restatement Effective Date).

            (j) Schedules to the Restated Credit Agreement. The Lenders shall
have received schedules to the Restated Credit Agreement in form and substance
reasonably satisfactory to it.

            6. RHD Corp. shall pay, or cause to be paid, to the Administrative
Agent for the account of each Lender with a Tranche B-1 Commitment a commitment
fee, which shall accrue at 0.375% per annum on the daily unused amount of the
Tranche B-1 Commitment of such Lender during the period from and including the
AAR Effective Date to but excluding the earlier of (i) the Restatement Effective
Date and (ii) the termination of the Tranche B-1 Commitments. Accrued commitment
fees shall be payable in arrears on the earlier of (i) the Restatement Effective
Date and (ii) the termination of the Tranche B-1 Commitments. All commitment
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

            7. RHD Corp. may at any time, without premium or penalty, terminate,
or from time to time reduce, the Tranche B-1 Commitments; provided that each
reduction of the Tranche B-1 Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. RHD Corp. shall
notify the Administrative Agent of any election to terminate or reduce the
Tranche B-1 Commitments under this Section at least three Business Days prior to
the effective date of such termination or reduction, specifying such election
and the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each

                                      -3-



notice delivered by RHD Corp. pursuant to this Section shall be irrevocable. Any
termination or reduction of the Tranche B-1 Commitments shall be permanent. Each
reduction of the Tranche B-1 Commitments shall be made ratably among the Lenders
in accordance with their respective Tranche B-1 Commitments.

            8. The Lenders hereby confirm and agree that notwithstanding
anything contained in the Existing Credit Agreement to the contrary, (i) Parent
may enter into and perform its obligations under the Merger Agreement, (ii)
Parent may form and hold a subsidiary (the "Financing Subsidiary") for the
purpose of being the initial issuer of debt securities that will constitute New
Parent Notes (as defined in the Restated Credit Agreement) upon the merger of
the Financing Subsidiary with and into Parent in connection with the financing
of the Parent Acquisition and (iii) Parent or the Financing Subsidiary, as
applicable, is permitted to incur any Indebtedness created by such New Parent
Notes notwithstanding the PHD Issuance Conditions to the contrary and in
connection therewith may grant liens on the proceeds of such notes in favor of
the purchasers thereof and/or escrow agent to the extent such notes are closed
in escrow.

            9. This Agreement is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Existing Credit
Agreement or any other Loan Document.

            10. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

            11. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            12. RHD Corp. shall be a third party beneficiary of this Agreement.

                            [signature page follows]

                                      -4-



            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                     R.H. Donnelley Corporation for the purposes
                                     of Sections 6, 7 and 12,

                                          By: /s/ Robert J. Bush
                                              ------------------
                                              Name: Robert J. Bush
                                              Title: Vice President, General
                                                     Counsel and Corporate
                                                     Secretary

               Signature Page to the Dex West Amendment Agreement



                                     JPMORGAN CHASE BANK, N.A.,
                                     as Administrative Agent

                                     By: /s/ Peter B. Thauer
                                         -------------------
                                         Name: Peter B. Thauer
                                         Title: Vice President

               Signature Page to the Dex West Amendment Agreement


                                                                         ANNEX A

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

                                CREDIT AGREEMENT

                         dated as of September 9, 2003,

                as amended and restated as of _________ __, 2006,

                                      among
                                DEX MEDIA, INC.,
                              DEX MEDIA WEST, INC.,
                               DEX MEDIA WEST LLC,
                                  as Borrower,
                            The Lenders Party Hereto
                                       and
                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

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

                      BEAR STEARNS CORPORATE LENDING INC.,
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                     GOLDMAN SACHS CREDIT PARTNERS, L.P. and
                               UBS SECURITIES LLC,
                           as Co-Documentation Agents

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

          J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS LLC,
                   as Co-Lead Arrangers and Joint Bookrunners

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



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                         
                                    ARTICLE I

                                   Definitions

Section 1.01    Defined Terms..............................................    1
Section 1.02    Classification of Loans and Borrowings.....................   31
Section 1.03    Terms Generally............................................   31
Section 1.04    Accounting Terms; GAAP.....................................   31

                                   ARTICLE II

                                   The Credits

Section 2.01  Commitments..................................................   32
Section 2.02  Loans and Borrowings.........................................   32
Section 2.03  Requests for Borrowings......................................   33
Section 2.04  Swingline Loans..............................................   33
Section 2.05  Letters of Credit............................................   35
Section 2.06  Funding of Borrowings........................................   38
Section 2.07  Interest Elections...........................................   39
Section 2.08  Termination and Reduction of Commitments.....................   40
Section 2.09  Repayment of Loans; Evidence of Debt.........................   40
Section 2.10  Amortization of Term Loans...................................   41
Section 2.11  Prepayment of Loans..........................................   43
Section 2.12  Fees.........................................................   45
Section 2.13  Interest.....................................................   46
Section 2.14  Alternate Rate of Interest...................................   47
Section 2.15  Increased Costs..............................................   47
Section 2.16  Break Funding Payments.......................................   48
Section 2.17  Taxes........................................................   48
Section 2.18  Payments Generally; Pro Rata Treatment; Sharing of Setoffs...   50
Section 2.19  Mitigation Obligations; Replacement of Lenders...............   51

                                   ARTICLE III

                         Representations and Warranties

Section 3.01  Organization; Powers.........................................   52
Section 3.02  Authorization; Enforceability................................   52
Section 3.03  Governmental Approvals; No Conflicts.........................   52
Section 3.04  Financial Condition; No Material Adverse Change..............   52
Section 3.05  Properties...................................................   53
Section 3.06  Litigation and Environmental Matters.........................   53




                                                                  Contents, p. 2



                                                                            PAGE
                                                                         
Section 3.07  Compliance with Laws and Agreements..........................   53
Section 3.08  Investment and Holding Company Status........................   54
Section 3.09  Taxes........................................................   54
Section 3.10  ERISA; Margin Regulations....................................   54
Section 3.11  Disclosure...................................................   54
Section 3.12  Subsidiaries.................................................   54
Section 3.13  Insurance....................................................   55
Section 3.14  Labor Matters................................................   55
Section 3.15  Solvency.....................................................   55
Section 3.16  Senior Indebtedness..........................................   55
Section 3.17  Parent Acquisition...........................................   55
Section 3.18  Security Documents...........................................   55
Section 3.19  Liens........................................................   56
Section 3.20  No Burdensome Restrictions...................................   56

                                   ARTICLE IV

                                   Conditions

Section 4.01  Each Credit Event............................................   56

                                    ARTICLE V

                              Affirmative Covenants

Section 5.01  Financial Statements and Other Information...................   57
Section 5.02  Notices of Material Events...................................   59
Section 5.03  Information Regarding Collateral.............................   59
Section 5.04  Existence; Conduct of Business...............................   60
Section 5.05  Payment of Obligations.......................................   60
Section 5.06  Maintenance of Properties....................................   60
Section 5.07  Insurance....................................................   60
Section 5.08  Casualty and Condemnation....................................   60
Section 5.09  Books and Records; Inspection and Audit Rights...............   60
Section 5.10  Compliance with Laws.........................................   61
Section 5.11  Use of Proceeds and Letters of Credit........................   61
Section 5.12  Additional Subsidiaries......................................   61
Section 5.13  Further Assurances...........................................   61
Section 5.14  Interest Rate Protection.....................................   62
Section 5.15  Transition of Qwest Billing..................................   62

                                   ARTICLE VI

                               Negative Covenants

Section 6.01  Indebtedness; Certain Equity Securities......................   62
Section 6.02  Liens........................................................   64
Section 6.03  Fundamental Changes..........................................   65
Section 6.04  Investments, Loans, Advances, Guarantees and Acquisitions....   65
Section 6.05  Asset Sales..................................................   67




                                                                  Contents, p. 3



                                                                            PAGE
                                                                         
Section 6.06  Sale and Leaseback Transactions..............................   68
Section 6.07  Swap Agreements..............................................   68
Section 6.08  Restricted Payments; Certain Payments of Indebtedness........   68
Section 6.09  Transactions with Affiliates.................................   70
Section 6.10  Restrictive Agreements.......................................   71
Section 6.11  Change in Business...........................................   72
Section 6.12  Fiscal Year..................................................   72
Section 6.13  Amendment of Material Documents..............................   72
Section 6.14  Tax Payments.................................................   72
Section 6.15  Interest Coverage Ratio......................................   73
Section 6.16  [Reserved]...................................................   73
Section 6.17  Leverage Ratio...............................................   73
Section 6.18  Senior Secured Leverage Ratio................................   74
Section 6.19  [Reserved]...................................................   74
Section 6.20  Collections, Funds and Permitted Investments.................   74
Section 6.21  Employee Outsourcing Arrangements............................   75
Section 6.22  Parent Covenants.............................................   75
Section 6.23  Designation of Unrestricted Subsidiaries.....................   76
Section 6.24  Commingling of Accounts......................................   77

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                                    The Agent

                                   ARTICLE IX

                                  Miscellaneous

Section 9.01  Notices......................................................   81
Section 9.02  Waivers; Amendments..........................................   82
Section 9.03  Expenses; Indemnity; Damage Waiver...........................   83
Section 9.04  Successors and Assigns.......................................   85
Section 9.05  Survival.....................................................   87
Section 9.06  Counterparts; Integration; Effectiveness.....................   88
Section 9.07  Severability.................................................   88
Section 9.08  Right of Setoff..............................................   88
Section 9.09  Governing Law; Jurisdiction; Consent to Service of Process...   88
Section 9.10  WAIVER OF JURY TRIAL.........................................   89
Section 9.11  Headings.....................................................   89
Section 9.12  Confidentiality..............................................   89
Section 9.13  Interest Rate Limitation.....................................   90
Section 9.14  Termination or Release.......................................   90
Section 9.15  USA Patriot Act..............................................   91




                                                                  Contents, p. 4

SCHEDULES:

Schedule 2.01.  --  Commitments
Schedule 3.03       Governmental Approvals; No Conflicts
Schedule 3.05.  --  Properties
Schedule 3.06.  --  Disclosed Matters
Schedule 3.12.  --  Subsidiaries
Schedule 3.13.  --  Insurance
Schedule 6.01.  --  Existing Indebtedness
Schedule 6.02.  --  Existing Liens
Schedule 6.04.  --  Existing Investments
Schedule 6.10.  --  Existing Restrictions

EXHIBITS:

Exhibit A   --   Form of Assignment and Assumption
Exhibit B   --   Form of Guarantee and Collateral Agreement
Exhibit C   --   Form of Affiliate Subordination Agreement
Exhibit D   --   Form of Parent Pledge Agreement



            CREDIT AGREEMENT, dated as of September 9, 2003, as amended and
restated as of ___________ __, 2006 (this "Agreement"), among DEX MEDIA, INC., a
Delaware corporation, DEX MEDIA WEST, INC., a Delaware corporation, DEX MEDIA
WEST LLC, a Delaware limited liability company, the LENDERS from time to time
party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent and
collateral agent for such lenders.

            The parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

            Section 1.01 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Affiliate Subordination Agreement" means an Affiliate Subordination
Agreement substantially in the form of Exhibit C pursuant to which intercompany
obligations and advances owed by any Loan Party are subordinated to the
Obligations.

            "Agent" means JPMorgan Chase Bank, N.A., in its capacities as
Administrative Agent and/or Collateral Agent, and each of its Affiliates and
successors acting in any such capacity. The Administrative Agent may act on
behalf of or in place of any Person included in the "Agent".

            "Agreement to Amend and Restate" means the Agreement to Amend and
Restate, dated as of December 13, 2005, among RHD Corp. (for purposes of
Sections 6, 7 and 12 thereof), the Administrative Agent and the lenders party
thereto.

            "Allocable Net Proceeds" means, with respect to (i) any Equity
Issuance of the Parent, 58% of the Net Proceeds of such Equity Issuance and (ii)
any Damages Event, the Net Proceeds of that portion of any liquidated damage
payment pursuant to the Non-Competition Agreement or the Publishing Agreement,
or any payments in settlement of claims relating thereto, that is calculated
with reference to, or otherwise allocable to, the purchase price paid for the
West Acquisition. For purposes of determining Allocable Net Proceeds, any costs
and expenses deducted from gross proceeds shall be allocated ratably


                                                                               2

to that portion of Net Proceeds representing Allocable Net Proceeds and that
portion not representing Allocable Net Proceeds.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus -1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

            "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the relative amounts
of the Revolving Exposures of the Revolving Lenders.

            "Applicable Rate" means, for any day (a) with respect to any Tranche
B Term Loan, 0.75% per annum, in the case of an ABR Loan, and 1.75% per annum,
in the case of a Eurodollar Loan, (b) with respect to any Tranche B-1 Term Loan,
0.50% per annum, in the case of an ABR Loan, and 1.50% per annum, in the case of
a Eurodollar Loan, and (c) with respect to any ABR Loan or Eurodollar Loan that
is a Revolving Loan or a Tranche A Term Loan, or with respect to the commitment
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption "ABR Spread", "Eurodollar Spread" or "Commitment
Fee Rate", as the case may be, based upon the Leverage Ratio as of the most
recent determination date:



                              ABR     Eurodollar   Commitment Fee
     Leverage Ratio:         Spread     Spread          Rate
- --------------------------   ------   ----------   --------------
                                          
        Category 1            0.25%      1.25%         0.375%
 greater than or equal to
       3.75 to 1.00

        Category 2             0.0%      1.00%         0.375%
 greater than or equal to
       2.75 to 1.00
but less than 3.75 to 1.00

        Category 3             0.0%     0.875%         0.375%
  less than 2.75 to 1.00


            For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; provided that
the Leverage Ratio shall be deemed to be greater than 3.75 to 1.00 (A) at any
time that an Event of Default has occurred and is continuing or (B) if the
Borrower fails to deliver the consolidated financial statements required to be
delivered by it pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until such consolidated financial
statements are delivered.

            "Approved Fund" has the meaning assigned to such term in Section
9.04.


                                                                               3

            "Arrangers" means J. P. Morgan Securities, Inc. and Wachovia Capital
Markets LLC.

            "Asset Disposition" means (a) any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction but
excluding any sale of Securitization Assets pursuant to a Securitization) of any
property or asset of the Borrower or any Subsidiary and the receipt by the
Borrower or any Subsidiary Loan Party of any dividend or distribution from any
Unrestricted Subsidiary representing proceeds from the disposition by such
Unrestricted Subsidiary of assets outside the ordinary course of business or
from the sale of any Equity Interests in such Unrestricted Subsidiary, other
than (i) dispositions described in clauses (a), (b), (c), (d) and (e) of Section
6.05 and (ii) other dispositions and dividends or distributions resulting in
aggregate Net Proceeds not exceeding $15,000,000 during any fiscal year of the
Borrower, (b) any casualty or other insured damage to, or any taking under power
of eminent domain or by condemnation or similar proceeding of, any property or
asset of the Borrower or any Subsidiary, but only to the extent that the Net
Proceeds therefrom have not been applied to repair, restore or replace such
property or asset within 365 days after such event and (c) any transfer of
Securitization Assets in a Securitization (and any subsequent transfer of
Securitization Assets that results in any increase in the aggregate funded
amount of any Securitization over the greatest aggregate funded amount
previously outstanding thereunder), provided that a Prepayment Event shall only
exist with respect to a Securitization to the extent the aggregate funded amount
of all such Securitizations outstanding at the time of determination exceeds the
aggregate amount of prepayments of Term Loans previously made hereunder in
respect of Securitizations.

            "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Associated Employees" means employees of the East Borrower or of
the Employee Company that provide substantial services to or for the benefit of
the Borrower and its Subsidiaries and in respect of which the Borrower makes
payments to the East Borrower or the Employee Company pursuant to the Employee
Cost Sharing Agreement.

            "Attributable Debt" means, on any date, in respect of any lease of
Holdings, the Borrower or any Subsidiary entered into as part of a sale and
leaseback transaction subject to Section 6.06, (a) if such lease is a Capital
Lease Obligation, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP and (b) if
such lease is not a Capital Lease Obligation, the capitalized amount of the
remaining lease payments under such lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a Capital Lease Obligation.

            "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
ss.101 et seq.), as amended from time to time, and any successor statute.

            "Base QPI" means up to $750,000,000 of aggregate principal amount of
Qualifying Parent Indebtedness at any time outstanding.

            "Base RHD Indebtedness" means up to $2,650,000,000 of aggregate
principal amount of Indebtedness of RHD Corp. at any time outstanding.

            "Billing and Collection Agreement" means (a) prior to November 1,
2004, the Agreement for the Provision of Billing and Collection Services for
Directory Publishing Services dated as of September 9, 2003, between Qwest Corp.
and the Borrower and (b) after November 1, 2004, the


                                                                               4

Agreement for the Provision of Billing and Collection Services for Directory
Publishing Services dated as of November 1, 2004, between Qwest Corp. and
Parent.

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrower" means Dex Media West LLC, a Delaware limited liability
company, all of the Equity Interests of which are owned by Holdings.

            "Borrower Receivables" means the receivables of the Borrower or its
Subsidiaries subject to purchase by Qwest Corp. pursuant to the Billing and
Collection Agreement.

            "Borrower's Portion of Excess Cash Flow" means, with respect to
Excess Cash Flow in respect of any fiscal year (a) if the Leverage Ratio as of
the end of such fiscal year is less than 5.00 to 1.00, 100% of the amount of
such Excess Cash Flow and (b) otherwise, 50% of the amount of such Excess Cash
Flow.

            "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

            "Borrowing Request" means a request by the Borrower for a Borrowing
in accordance with Section 2.03.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Expenditures" means, for any period, without duplication,
the additions to property, plant and equipment and other capital expenditures of
the Borrower and its consolidated Subsidiaries for such period, determined in
accordance with GAAP.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Change in Control" means:

            (a) the acquisition of ownership, beneficially or of record, by any
      Person other than Holdings of any Equity Interest in the Borrower;

            (b) the acquisition of ownership, beneficially or of record, by any
      Person other than the Parent of any Equity Interest in Holdings;

            (c) the acquisition of ownership, beneficially or of record, by any
      Person other than RHD Corp. of any Equity Interest in the Parent;


                                                                               5

            (d) occupation of a majority of the seats (other than vacant seats)
      on the Governing Board of the Parent or Holdings by Persons who were
      neither (i) nominated by the Governing Board of the Parent or Holdings or
      (ii) appointed by Persons so nominated;

            (e) the occurrence of a "Change of Control", as defined in the
      Senior Subordinated Debt Documents (but excluding any such Change of
      Control thereunder in connection with the consummation of the Parent
      Acquisition); or

            (f) the occurrence of a "Change of Control", as defined in the
      Senior Unsecured Debt Documents (but excluding any such Change of Control
      thereunder in connection with the consummation of the Parent Acquisition).

            "Change in Control Offers" means, in connection with or as a result
of the Parent Acquisition, the respective requirements of (a) Parent to offer to
repurchase the Existing Parent Notes and (b) the Borrower to offer to repurchase
the Senior Unsecured Notes and the Senior Subordinated Notes, in each case at a
premium to the outstanding principal amount thereof.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche A Term Loans, Tranche B Term Loans, Tranche B-1 Term Loans or Swingline
Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment or a Tranche B-1 Commitment.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral" means any and all "Collateral", as defined in any
Security Document, including any and all "Pledged Collateral" as defined in the
Parent Pledge Agreement.

            "Collateral Agent" means JPMorgan Chase Bank, N.A., in its capacity
as collateral agent for the Secured Parties.

            "Collateral Agreement" means the Guarantee and Collateral Agreement
among Holdings, the Borrower, the Subsidiary Loan Parties and the Agent,
substantially in the form of Exhibit B.

            "Collateral and Guarantee Requirement" means the requirement that:

            (a) the Agent shall have received from each Loan Party either (i) a
      counterpart of the Collateral Agreement duly executed and delivered on
      behalf of such Loan Party or (ii) in the case of any Person that becomes a
      Loan Party after the Restatement Effective Date, a supplement to the
      Collateral Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Loan Party;

            (b) all outstanding Equity Interests of the Borrower and each
      Subsidiary owned by or on behalf of any Loan Party shall have been pledged
      pursuant to the Collateral Agreement (except


                                                                               6

      that the Loan Parties shall not be required to pledge more than 65% of the
      outstanding voting Equity Interests of any Foreign Subsidiary that is not
      a Loan Party) and the Agent shall have received all certificates or other
      instruments representing such Equity Interests, together with stock powers
      or other instruments of transfer with respect thereto endorsed in blank;

            (c) all Indebtedness of Holdings, the Borrower and each Subsidiary
      that is owing to any Loan Party shall be evidenced by a promissory note
      and shall have been pledged pursuant to the Collateral Agreement and the
      Agent shall have received all such promissory notes, together with note
      powers or other instruments of transfer with respect thereto endorsed in
      blank, and all such Indebtedness shall be subordinated to the Obligations
      pursuant to the Affiliate Subordination Agreement;

            (d) all documents and instruments, including Uniform Commercial Code
      financing statements, required by law or reasonably requested by the Agent
      to be filed, registered or recorded to create the Liens intended to be
      created by the Collateral Agreement (including any supplements thereto)
      and perfect such Liens to the extent required by, and with the priority
      required by, the Collateral Agreement, shall have been filed, registered
      or recorded or delivered to the Agent for filing, registration or
      recording;

            (e) the Agent shall have received (i) counterparts of any Mortgage
      required to be entered into after the Restatement Effective Date pursuant
      to Section 5.13 with respect to each Mortgaged Property duly executed and
      delivered by the record owner of such Mortgaged Property, (ii) a policy or
      policies of title insurance issued by a nationally recognized title
      insurance company insuring the Lien of each such Mortgage as a valid first
      Lien on the Mortgaged Property described therein, free of any other Liens
      except as expressly permitted by Section 6.02, together with such
      endorsements, coinsurance and reinsurance as the Agent or the Required
      Lenders may reasonably request, and (iii) such surveys, abstracts,
      appraisals, legal opinions and other documents as the Agent or the
      Required Lenders may reasonably request with respect to any such Mortgage
      or Mortgaged Property; and

            (f) each Loan Party shall have obtained all consents and approvals
      required to be obtained by it in connection with the execution and
      delivery of all Security Documents (or supplements thereto) to which it is
      a party, the performance of its obligations thereunder and the granting by
      it of the Liens thereunder.

            "Commitment" means a Revolving Commitment or a Tranche B-1
Commitment, or any combination thereof (as the context requires).

            "Consolidated Cash Interest Expense" means, for any period, the
excess of (a) the sum of (i) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations) of Holdings, the Borrower and
the Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, plus (ii) any cash payments made during such period in
respect of obligations referred to in clause (b)(iii) below that were amortized
or accrued in a previous period, plus (iii) the amount of dividends paid by
Holdings during such period pursuant to Section 6.08(a)(viii) and Section
6.08(a)(x), plus (iv) to the extent not otherwise included in the interest
expense of Holdings, the Borrower and the Subsidiaries for such period,
commissions, discounts, yield, loss on sales and other fees and charges during
such period in connection with any Securitizations payable to any person other
than Holdings, the Borrower and the Subsidiaries, minus (b) the sum of (i)
interest income of Holdings, the Borrower and the Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, plus (ii) to the
extent included in such consolidated interest expense for such period, amounts
attributable to amortization of financing costs, plus (iii) to the extent
included in such consolidated


                                                                               7

interest expense for such period, non-cash amounts attributable to amortization
of debt discounts or accrued interest payable in kind for such period, plus (iv)
to the extent included in such consolidated interest expense for such period,
amounts attributable to premiums paid, prepayment fees or penalties related to
the repayment of Indebtedness, plus (v) to the extent included in the interest
expense of Holdings, the Borrower and the Subsidiaries for such period, any one
time financing fees upon entering into any Securitization. For purposes of the
foregoing, interest expense of any Person shall be determined after giving
effect to any net payments made or received by such Person with respect to
interest rate Swap Agreements (other than early termination payments).

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges or non-cash charges for such period (provided,
however, that any cash payment or expenditure made with respect to any such
non-cash charge shall be subtracted in computing Consolidated EBITDA during the
period in which such cash payment or expenditure is made), (v) restructuring and
synergy charges incurred during the fiscal periods ending on or prior to
December 31, 2007 in connection with the Parent Acquisition in an aggregate
amount not exceeding $40,000,000 and (vi) non-recurring charges consisting of
(A) severance costs associated with a restructuring, (B) payments of customary
investment and commercial banking fees and expenses, (C) cash premiums or
penalties payable in connection with the early extinguishment of Indebtedness
and (D) costs associated with the termination of projects to develop information
technology and software, and minus (b) without duplication and to the extent
included in determining such Consolidated Net Income, any extraordinary gains
and non-cash gains for such period, all determined on a consolidated basis in
accordance with GAAP. For purposes of calculating the Leverage Ratio and the
Senior Secured Leverage Ratio as of any date, if the Borrower or any
consolidated Subsidiary has made any Permitted Acquisition or sale, transfer,
lease or other disposition outside of the ordinary course of business of a
Subsidiary or of assets constituting a business unit, in each case as permitted
by Section 6.05, during the period of four consecutive fiscal quarters (a
"Reference Period") most recently ended on or prior to such date, Consolidated
EBITDA for the such Reference Period shall be calculated after giving pro forma
effect thereto, as if such Permitted Acquisition or sale, transfer, lease or
other disposition (and any related incurrence, repayment or assumption of
Indebtedness with any new Indebtedness being deemed to be amortized over the
applicable testing period in accordance with its terms) had occurred on the
first day of such Reference Period.

            "Consolidated Net Income" means, for any period, the net income or
loss, before the effect of the payment of any dividends in respect of preferred
stock, of Holdings, the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP (adjusted to reflect any charge,
tax or expense incurred or accrued by the Parent during such period as though
such charge, tax or expense had been incurred by the Borrower, to the extent
that Holdings or the Borrower has made or would be entitled under the Loan
Documents to make and intends to make any payment or dividend to or for the
account of the Parent in respect thereof (but without duplication of any such
charge, tax or expense in respect of which East Holdings or the East Borrower
has made or intends to make a payment or dividend to or for the account of the
Parent)); provided that there shall be excluded (a) the income of any Person
(other than the Borrower or a Subsidiary Loan Party) in which any other Person
(other than the Borrower or any Subsidiary Loan Party or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of the Subsidiary Loan Parties during such period,
and (b) the income or loss of any Person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary
or the date that such Person's assets are acquired by the Borrower or any
Subsidiary.


                                                                               8

            "Contractual Obligation" means, as to any Person, any obligation of
such Person under any provision of any security issued by such Person or of any
agreement, undertaking, contract, indenture, mortgage, deed of trust or other
instrument, document or agreement to which such Person is a party or by which it
or any of its property is bound.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Core Qwest Agreements" means the Publishing Agreement and the
Non-Competition Agreement.

            "Damages Event" means the receipt by the Parent, Holdings, the
Borrower or any Affiliate of the Parent of any payment made by Qwest Corp.,
Qwest or any Affiliate thereof (i) constituting liquidated damages or other
damages paid pursuant to, or as a result of the breach or asserted breach of
obligations under, any Core Qwest Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under any Core Qwest Agreement.

            "Debt Issuance" means the incurrence by Holdings, the Borrower or
any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section
6.01(a) (other than by clause (x) thereof).

            "Default" means any event or condition that constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Designated Equity Proceeds" means (a) Equity Proceeds received by
the Parent or Holdings and (b) Equity Proceeds received by Holdings representing
Net Proceeds from the issuance of Parent Non-Cash Pay Debt, which in each case
(i) not later than the date of receipt thereof by the Parent or Holdings are
designated as such by the Parent or Holdings, as applicable, pursuant to a
notice given to the Administrative Agent specifying the amount thereof and the
Designated Equity Proceeds Uses to which such Equity Proceeds will be applied
(and the respective amounts to be applied if multiple uses are specified), which
specification shall comply with the limitations set forth in the definition of
Designated Equity Proceeds Use, and, in the case of Equity Proceeds in respect
of Non-Cash Pay Preferred Stock or representing proceeds from the issuance of
Parent Non-Cash Pay Debt, attaching the certificate of designation, indenture,
or other operative document containing the terms and conditions of such Non-Cash
Pay Preferred Stock or Parent Non-Cash Pay Debt, as the case may be, and any
purchase or subscription agreement relating to the issuance and sale thereof,
and (ii) except for Designated Equity Proceeds specified to be applied to
general working capital needs, are, within 90 days of the date of receipt
thereof (or in the case of proceeds from Parent Non-Cash Pay Debt, from the date
of receipt thereof by the Parent) applied to the Designated Equity Proceeds Uses
specified in such notice in the amounts so specified. Any Equity Proceeds that
do not satisfy the foregoing requirements will be deemed Equity Proceeds (or
Allocable Net Proceeds, as applicable) in respect of which Section 2.11(c) will
apply, and in the case of any failure to satisfy the requirement in clause (ii)
of the immediately preceding sentence, will be deemed to have been received at
the time the 90-day period referred to therein expires. Notwithstanding the
foregoing, Designated Equity Proceeds (x) may include amounts dividended by
Holdings to the Parent pursuant to Section 6.08(a)(vii) which are thereafter
reinvested by the Parent in Equity Interests of Holdings and (y) shall not in
any event include Equity Proceeds received by the Parent which constitute
"Designated Equity Proceeds" as defined in, and for purposes of, the East Credit
Facilities.


                                                                               9

            "Designated Equity Proceeds Use" means the application of Designated
Equity Proceeds (a) to consummate a Permitted Acquisition pursuant to Section
6.04(g), (b) to make an Investment pursuant to Section 6.04(d) or Section
6.04(n), (c) to provide additional working capital to the Borrower and its
Subsidiaries or (d) to make Capital Expenditures for additions to property,
plant and equipment of the Borrower and its Subsidiaries.

            "Designated Excess Cash Expenditures" means the use of the
Borrower's Portion of Excess Cash Flow in respect of any fiscal year (i) to make
Restricted Payments pursuant to Section 6.08(a)(v)(B) or (ii) to effect Optional
Repurchases of Indebtedness pursuant to Section 6.08(b)(vi).

            "Dex" means Qwest Dex, Inc., a Colorado corporation.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Domestic Subsidiary" means any Subsidiary that is organized under
the laws of the United States of America or any State thereof or the District of
Columbia.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "East Allocable Share" means, with respect to any amount, 42% of
such amount.

            "East Borrower" means Dex Media East LLC, a Delaware limited
liability company and a subsidiary of East Holdings and the Parent.

            "East Credit Agreement" means the Credit Agreement, dated as of
November 8, 2002, as amended and restated as of the date hereof, among the
Parent, East Holdings, the East Borrower, various lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.

            "East Credit Facilities" means East Credit Agreement and the
guarantee, security and other agreements entered into in connection therewith
and defined as "Loan Documents" in the East Credit Agreement.

            "East Entities" means East Holdings, the East Borrower and their
subsidiaries.

            "East Holdings" means Dex Media East, Inc., a Delaware corporation
and a subsidiary of the Parent.

            "East Indentures" means, (a) the Indenture dated as of November 8,
2002, among the East Borrower, Dex Media East Finance Co. and U.S. Bank National
Association, as trustee, relating to the East Borrower's 9--7/8% Senior Notes
due 2009 and (b) the Indenture dated as of November 8, 2002, among the East
Borrower, Dex Media East Finance Co. and U.S. Bank National Association, as
trustee, relating to the East Borrower's 12--1/8% Senior Subordinated Notes due
2012.

            "East Territories" means the states of Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota and the metropolitan
statistical area of El Paso, Texas.

            "Employee Company" means a limited purpose, bankruptcy remote
limited liability company to be established, if required by the provisions of
Section 6.21, with at least 49% of the Equity Interests of which owned by
Holdings or a wholly owned subsidiary thereof and at least 49% of the Equity
Interests of which owned by East Holdings or a wholly owned subsidiary thereof,
with the


                                                                              10

remaining Equity Interests owned by Holdings or a wholly owned subsidiary
thereof, East Holdings or a wholly owned subsidiary thereof or the Parent, the
sole business of which will be (x) to employ substantially all management and
other employees conducting and providing services to (i) businesses conducted by
the Borrower or its subsidiaries or (ii) the East Borrower or its subsidiaries
and (y) to be compensated by the Borrower and the East Borrower, on a current
cost-recovery basis, for the out-of-pocket costs and expenses (including
salaries, bonus and benefit costs) of providing such employees for the benefit
of the Borrower and the East Borrower, as the case may be, pursuant to the
Employee Cost Sharing Agreement.

            "Employee Cost Sharing Agreement" means that certain Employee Cost
Sharing Agreement, dated as of December 31, 2003, by and among Dex Media
Services LLC, Parent, the Borrower and the East Borrower.

            "Environmental Laws" means all applicable federal, state, and local
laws (including common law), regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and binding agreements
with any Governmental Authority in each case, relating to protection of the
environment, natural resources, human health and safety or the presence, Release
of, or exposure to, Hazardous Materials, or the generation, manufacture,
processing, distribution, use, treatment, storage, transport, recycling or
handling of, or the arrangement for such activities with respect to, Hazardous
Materials.

            "Environmental Liability" means any liability, claim, action, suit,
judgment or order under or relating to any Environmental Law for any damages,
injunctive relief, losses, fines, penalties, fees, expenses (including
reasonable fees and expenses of attorneys and consultants) or costs, whether
contingent or otherwise, including those arising from or relating to: (a)
compliance or non-compliance with any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person of whatever
nature, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.

            "Equity Issuance" means the issuance by Parent, Holdings, the
Borrower or any Subsidiary of any Equity Interests, or the receipt by Parent,
Holdings, the Borrower or any Subsidiary of any capital contribution, other than
(i) any such issuance of Equity Interests to, or receipt of any such capital
contribution from, the Parent, Holdings, the Borrower or a Subsidiary, (ii) any
such issuance of Equity Interests or any such receipt of capital contributions
to the extent the Net Proceeds therefrom constitute Designated Equity Proceeds
and (iii) any issuance of Equity Interests to, or receipt of any capital
contributions from, members of management of the Parent or its subsidiaries, in
each case, either directly or indirectly through the Parent.

            "Equity Proceeds" means the Net Proceeds received by the Parent or
Holdings from contributions to its common equity or from the issuance and sale
of its common Equity Interests or Non-Cash Pay Preferred Stock.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.


                                                                              11

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
VII.

            "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

            (a) Consolidated Net Income for such fiscal year, adjusted to
      exclude any gains or losses attributable to Prepayment Events; plus

            (b) depreciation, amortization and other non-cash charges or losses
      deducted in determining such Consolidated Net Income for such fiscal year;
      plus

            (c) the sum of (i) the amount, if any, by which Net Working Capital
      decreased during such fiscal year plus (ii) the net amount, if any, by
      which the deferred income taxes of Holdings, the Borrower and its
      consolidated Subsidiaries increased during such fiscal year; minus

            (d) the sum of (i) any non-cash gains included in determining such
      Consolidated Net Income for such fiscal year plus (ii) the amount, if any,
      by which Net Working Capital increased during such fiscal year plus (iii)
      the net amount, if any, by which the deferred income taxes of Holdings,
      the Borrower and its consolidated Subsidiaries decreased during such
      fiscal year; minus

            (e) the sum of (i) Capital Expenditures for such fiscal year (except
      to the extent attributable to the incurrence of Capital Lease Obligations
      or otherwise financed by incurring Long-Term Indebtedness and except to
      the extent made with Net Proceeds in respect of Prepayment Events or
      Designated Equity Proceeds) plus (ii) cash consideration paid during such
      fiscal year to make acquisitions or other capital investments (other than
      Permitted Investments and except to the extent financed by incurring
      Long-Term Indebtedness); minus


                                                                              12

            (f) the aggregate principal amount of Long-Term Indebtedness repaid
      or prepaid by Holdings, the Borrower and its consolidated Subsidiaries
      during such fiscal year, excluding (i) Indebtedness in respect of
      Revolving Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to
      Section 2.11(a), (c), (d) or (e), and (iii) repayments or prepayments of
      Long-Term Indebtedness financed by incurring other Long-Term Indebtedness;
      minus

            (g) the aggregate amount of cash dividends paid by Holdings to the
      Parent during such fiscal year pursuant to Section 6.08(a)(vii), Section
      6.08(a)(viii) and Section 6.08(a)(x) minus

            (h) the aggregate amount of cash restructuring and synergy charges
      incurred during the fiscal periods ending on or prior to December 31, 2007
      in connection with the Parent Acquisition in an aggregate amount not
      exceeding $40,000,000.

            "Excluded Capital Expenditures" means (a) Capital Expenditures of
Holdings, the Borrower and the Subsidiaries in a cumulative aggregate amount not
exceeding $40,000,000 required to be made under the West Acquisition Agreement
and any other agreements directly relating to the West Acquisition and (b)
Capital Expenditures of Holdings, the Borrower and the Subsidiaries in a
cumulative aggregate amount not exceeding $45,000,000 in respect of the IT
Upgrade Project.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.17(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.17(e).

            "Existing Notes" means the Existing Parent Notes, the Senior
Unsecured Notes and the Senior Subordinated Notes.

            "Existing Parent Discount Notes" means 9.0% Senior Discount Notes of
Parent due 2013.

            "Existing Parent Notes" means the Existing Parent Discount Notes and
the Existing Parent Senior Notes.

            "Existing Parent Senior Notes" means 8.0% Senior Notes of Parent due
2013.

            "Existing Parent Senior Notes Indenture" means the Indenture, dated
as of November 10, 2003, under which the Existing Parent Senior Notes were
issued.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published


                                                                              13

for any day that is a Business Day, the average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

            "Financial Covenants" means the covenants set forth in Sections
6.15, 6.17 and 6.18.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

            "Financing Transactions" means (a) the execution, delivery and
performance by the Parent and each Loan Party of the Loan Documents to which it
is to be a party, the borrowing of Loans, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder and (b) the execution, delivery and
performance by the Parent of the New Parent Note Documents to which it is to be
a party, the issuance of the New Parent Notes and the use of the proceeds
thereof.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

            "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Governing Board" means (a) the managing member or members or any
controlling committee of members of any Person, if such Person is a limited
liability company, (b) the board of directors of any Person, if such Person is a
corporation or (c) any similar governing body of any Person.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

            "Guarantors" means Holdings and the Subsidiary Loan Parties.

            "Hazardous Materials" means (i) any petroleum products or byproducts
and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde
foam insulation, polychlorinated


                                                                              14

biphenyls, chlorofluorocarbons and all other ozone-depleting substances; or (ii)
any chemical, material, substance or waste that is prohibited, limited or
regulated by or pursuant to any applicable Environmental Law.

            "Headquarters Sale-Leaseback" means the sale and leaseback of the
Borrower's headquarters facility located at 198 Inverness Drive West, Englewood,
Colorado.

            "Holdings" means Dex Media West, Inc., a Delaware corporation, all
of the Equity Interests of which are on the Restatement Effective Date, owned by
the Parent.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale agreements relating to property acquired by such Person,
(d) all obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (f)
all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty and (i) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

            "Information Memorandum" means the Confidential Information
Memorandum dated November 2005, as modified or supplemented prior to the
Restatement Effective Date, relating to the Borrower and the Parent Acquisition.

            "Initial Base QPI" means the Qualifying Parent Indebtedness existing
on the Restatement Effective Date and the New Parent Notes.

            "Installment Date" has the meaning assigned to such term in Section
2.10(a).

            "Interest Coverage Ratio" means, on any date, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Cash Interest Expense for the period of
four consecutive fiscal quarters of the Borrower ended on such date.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.07.

            "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first


                                                                              15

day of such Interest Period and (c) with respect to any Swingline Loan, the day
that such Loan is required to be repaid.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter if, at the time of
the relevant Borrowing, all Lenders participating therein agree to make an
interest period of such duration available), as the Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

            "Investment" means purchasing, holding or acquiring (including
pursuant to any merger with any Person that was not a Wholly Owned Subsidiary
prior to such merger) any Equity Interest, evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, or making or permitting to exist any loans or advances (other
than commercially reasonable extensions of trade credit) to, guaranteeing any
obligations of, or making or permitting to exist any investment in, any other
Person, or purchasing or otherwise acquiring (in one transaction or a series of
transactions) any assets of any Person constituting a business unit. The amount,
as of any date of determination, of any Investment shall be the original cost of
such Investment (including any Indebtedness of a Person existing at the time
such Person becomes a Subsidiary in connection with any Investment and any
Indebtedness assumed in connection with any acquisition of assets), plus the
cost of all additions, as of such date, thereto and minus the amount, as of such
date, of any portion of such Investment repaid to the investor in cash or
property as a repayment of principal or a return of capital (including pursuant
to any sale or disposition of such Investment), as the case may be, but without
any other adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment. In determining the
amount of any Investment or repayment involving a transfer of any property other
than cash, such property shall be valued at its fair market value at the time of
such transfer.

            "Issuing Bank" means JPMorgan Chase Bank, N.A., in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

            "IT Upgrade Project" means the migration of the information
technology systems, software and platforms utilized by the Borrower and its
Subsidiaries in the operation of their businesses to a new platform.

            "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that


                                                                              16

have not yet been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Revolving Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.

            "Lenders" means the Persons listed on Schedule 2.01 or Schedule I to
the Agreement to Amend and Restate and any other Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

            "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate screen (or on
any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

            "Loan Document Obligations" has the meaning assigned to such term in
the Collateral Agreement.

            "Loan Documents" means this Agreement and the Security Documents.

            "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

            "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.
For purposes of determining the Long-Term Indebtedness of Holdings, the Borrower
and the Subsidiaries, Indebtedness of Holdings, the Borrower or any Subsidiary
owed to Holdings, the Borrower or a Subsidiary shall be excluded.


                                                                              17

            "Margin Stock" shall have the meaning assigned to such term in
Regulation U of the Board.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, prospects, assets, liabilities, financial condition or
results of operations of Holdings, the Borrower and the Subsidiaries, taken as a
whole or (b) any material rights of or benefits available to the Lenders under
any of the Loan Documents.

            "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of Holdings, the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $20,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of Holdings, the
Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that
Holdings, the Borrower or such Subsidiary would be required to pay if such Swap
Agreement were terminated at such time.

            "Material Subsidiary" means (i) any Securitization Vehicle and (ii)
any other Subsidiary, including its subsidiaries, which meets any of the
following conditions: (a) Holdings', the Borrower's and the other Subsidiaries'
investments in and advances to such Subsidiary exceed 5% of the consolidated
total assets of Holdings and the Subsidiaries as of the end of the most recently
completed fiscal year, (b) the consolidated assets of such Subsidiary exceed 5%
of the consolidated total assets of Holdings and the Subsidiaries as of the end
of the most recently completed fiscal year or (c) the consolidated pre-tax
income from continuing operations of such Subsidiary for the most recently ended
period of four consecutive fiscal quarters exceeds 5% of the consolidated
pre-tax income from continuing operations of Holdings and the Subsidiaries for
such period.

            "Merger" has the meaning assigned to such term in the definition of
"Parent".

            "Merger Agreement" means the Agreement and Plan of Merger, dated as
of October 3, 2005, among Parent, RHD Corp. and Merger Sub.

            "Merger Sub" has the meaning assigned to such term in the definition
of "Parent".

            "Moody's" means Moody's Investors Service, Inc.

            "Mortgage" means any mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
real property and improvements thereto to secure the Obligations delivered after
the Restatement Effective Date pursuant to Section 5.13. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

            "Mortgaged Property" means each parcel of real property and
improvements thereto owned by a Loan Party with respect to which a Mortgage is
granted pursuant to Section 5.13.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any debt instrument or equity security received as non-cash proceeds,
but only as and when received, (ii) in the case of a casualty, insurance
proceeds, and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses (including underwriting discounts and


                                                                              18

commissions and collection expenses) paid or payable by the Parent, Holdings,
the Borrower and the Subsidiaries to third parties (including Affiliates, if
permitted by Section 6.09) in connection with such event, (ii) in the case of a
sale, transfer or other disposition of an asset (including pursuant to a sale
and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made by the Parent,
Holdings, the Borrower and the Subsidiaries as a result of such event to repay
Indebtedness (other than Loans) secured by such asset or otherwise subject to
mandatory prepayment as a result of such event, and (iii) the amount of all
taxes paid (or reasonably estimated to be payable) by the Parent, Holdings, the
Borrower and the Subsidiaries (provided that such amounts withheld or estimated
for the payment of taxes shall, to the extent not utilized for the payment of
taxes, be deemed to be Net Proceeds received when such nonutilization is
determined), and the amount of any reserves established by the Parent, Holdings,
the Borrower and the Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, in each case that are directly attributable to such
event (provided that any reversal of any such reserves will be deemed to be Net
Proceeds received at the time and in the amount of such reversal), in each case
as determined reasonably and in good faith by the chief financial officer of the
Borrower.

            "Net Working Capital" means, at any date, (a) the consolidated
current assets of Holdings, the Borrower and its consolidated Subsidiaries as of
such date (excluding cash, Permitted Investments and current deferred income
taxes) minus (b) the consolidated current liabilities of Holdings, the Borrower
and its consolidated Subsidiaries as of such date (excluding current liabilities
in respect of Indebtedness and current deferred income taxes). Net Working
Capital at any date may be a positive or negative number. Net Working Capital
increases when it becomes more positive or less negative and decreases when it
becomes less positive or more negative.

            "New Parent Note Documents" means the indenture under which the New
Parent Notes are issued and all other instruments, agreements and other
documents evidencing or governing the New Parent Notes.

            "New Parent Notes" means senior notes of Parent to be issued in
connection with the Parent Acquisition.

            "Non-Cash Pay Preferred Stock" means preferred stock or other
preferred securities or membership interests of Holdings or the Parent which (i)
are not mandatorily redeemable, in whole or part, or required to be repurchased
or reacquired, in whole or part, by (A) Holdings or the Parent (unless such
redemption is required only if and to the extent then permitted by this
Agreement) or (B) the Borrower or any Subsidiary, and which do not require any
payment of cash dividends or distributions, in each case, prior to the date that
is six months after the Tranche B Maturity Date, (ii) are not secured by any
assets of the Parent, Holdings, the Borrower or any Subsidiary, (iii) are not
guaranteed by Holdings, the Borrower or any Subsidiary and (iv) are not
exchangeable or convertible into Indebtedness of the Parent, Holdings, the
Borrower or any Subsidiary (other than Parent Non-Cash Pay Debt) or any
preferred stock or other Equity Interest (other than common equity of the Parent
or Non-Cash Pay Preferred Stock).

            "Non-Competition Agreement" means the Non-Competition and
Non-Solicitation Agreement dated as of November 8, 2002, among East Borrower,
the Borrower, Dex Holdings LLC, Qwest Corp., Qwest and Dex.

            "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

            "Optional Repurchase" means, with respect to any outstanding
Indebtedness, any optional or voluntary repurchase, redemption or prepayment
made in cash of such Indebtedness, the related payment in cash of accrued
interest to the date of such repurchase, redemption or prepayment on


                                                                              19

the principal amount of such Indebtedness repurchased, redeemed or prepaid, the
payment in cash of associated premiums (whether voluntary or mandatory) on such
principal amount and the cash payment of other fees and expenses incurred in
connection with such repurchase, redemption or prepayment.

            "Original Closing Date" means September 9, 2003.

            "Original Credit Agreement" means the Credit Agreement, dated as
September 9, 2003, as amended, among Parent, Holdings, the Borrower, JPMorgan
Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as administrative agent, and
others.

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

            "Parent" means Dex Media, Inc., a Delaware corporation. Immediately
upon consummation of the Parent Acquisition, Parent will be merged (the
"Merger") with and into Forward Acquisition Corp., a wholly owned Subsidiary of
RHD Corp. ("Merger Sub"), and the term "Parent" will thereafter mean the
surviving entity in the Merger, which will change its name to Dex Media, Inc.
Upon consummation of the Merger, Parent will be a wholly owned direct Subsidiary
of RHD Corp.

            "Parent Acquisition" means the acquisition of Parent by RHD Corp.
pursuant to the Merger Agreement, and the other transactions contemplated by the
Merger Agreement and the documents related thereto.

            "Parent Acquisition Effective Date" means the date upon which the
Parent Acquisition shall have been consummated pursuant to the Merger Agreement;
provided that, no material provision of the Merger Agreement shall have been
waived, amended, supplemented or otherwise modified in a manner adverse to the
Lenders without the consent of the Administrative Agent.

            "Parent Leverage Ratio" means the Consolidated Leverage Ratio (as
such term is defined in the Existing Parent Senior Notes Indenture as in effect
on the Restatement Effective Date without giving effect to any amendment or
modification thereto); provided however, that such leverage ratio shall be
computed without giving effect to the purchase method of accounting for the
purposes of this Agreement notwithstanding its computation for the purposes of
the Existing Parent Senior Notes Indenture.

            "Parent Non-Cash Pay Debt" means Indebtedness of the Parent which
(i) does not mature or amortize, and is not mandatorily redeemable, in whole or
in part, or required to be repurchased or reacquired, in whole or in part, by
the Parent (unless such redemption is required only if and to the extent then
permitted by this Agreement), and which does not require any payment of cash
interest, in each case prior to the date that is six months after the Tranche B
Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary and (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock).

            "Parent Pledge Agreement" means the Parent Pledge Agreement between
the Parent and the Agent, substantially in the form of Exhibit D.

            "Participant" has the meaning set forth in Section 9.04.


                                                                              20

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Perfection Certificate" means a certificate in the form of Exhibit
II to the Collateral Agreement or any other form approved by the Collateral
Agent.

            "Permitted Acquisitions" means any acquisition (by merger,
consolidation or otherwise) by the Borrower or a Subsidiary Loan Party of all or
substantially all the assets of, or all the Equity Interests in, a Person or
division or line of business of a Person, if (a) immediately after giving effect
thereto, no Default has occurred and is continuing or would result therefrom,
(b) such acquired Person is organized under the laws of the United States of
America or any State thereof or the District of Columbia and substantially all
the business of such acquired Person or business consists of one or more
Permitted Businesses and not less than 80% of the consolidated gross operating
revenues of such acquired Person or business for the most recently ended period
of twelve months is derived from domestic operations in the United States of
America, (c) each Subsidiary resulting from such acquisition (and which survives
such acquisition) other than any Foreign Subsidiary, shall be a Subsidiary Loan
Party and at least 80% of the Equity Interests of each such Subsidiary shall be
owned directly by the Borrower and/or Subsidiary Loan Parties and shall have
been (or within 10 Business Days (or such longer period as may be acceptable to
the Agent) after such acquisition shall be) pledged pursuant to the Collateral
Agreement (subject to the limitations of the pledge of Equity Interests of
Foreign Subsidiaries set forth in the definition of "Collateral and Guarantee
Requirement"), (d) the Collateral and Guarantee Requirement shall have been (or
within 10 Business Days (or such longer period as may be acceptable to the
Agent) after such acquisition shall be) satisfied with respect to each such
Subsidiary, (e) the Borrower and the Subsidiaries are in compliance, on a pro
forma basis after giving effect to such acquisition, with the Financial
Covenants, recomputed as of the last day of the most recently ended fiscal
quarter of the Borrower for which financial statements are available, as if such
acquisition had occurred on the first day of the relevant period for testing
compliance and (f) the Borrower has delivered to the Agent an officer's
certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above,
together with all relevant financial information for the Person or assets
acquired and reasonably detailed calculations demonstrating satisfaction of the
requirement set forth in clause (e) above.

            "Permitted Asset Swap" means any transfer of properties or assets by
the Borrower or any of its Subsidiaries in which at least 90% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in a Permitted Business; provided that (a) the
aggregate fair market value (as determined in good faith by the Governing Board
of the Borrower) of the property or assets being transferred by the Borrower or
such Subsidiary is not greater than the aggregate fair market value (as
determined in good faith by the Governing Board of the Borrower) of the property
or assets received by the Borrower or such Subsidiary in such exchange and (b)
the aggregate fair market value (as determined in good faith by the Governing
Board of the Borrower) of all property or assets transferred by the Borrower and
any of its Subsidiaries in any such transfer, together with the cumulative
aggregate fair market value of property or assets transferred in all prior
Permitted Asset Swaps, does not exceed 15% of the Borrower's consolidated net
revenues for the prior fiscal year.

            "Permitted Business" means the telephone and internet directory
services businesses and businesses reasonably related, incidental or ancillary
thereto and in the case of any Securitization Vehicle, Securitizations.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.05;


                                                                              21

            (b) carriers', warehousemen's, mechanics', materialmen's,
      landlord's, repairmen's and other like Liens imposed by law, arising in
      the ordinary course of business and securing obligations that are not
      overdue by more than 60 days or are being contested in compliance with
      Section 5.05;

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business;

            (e) judgment liens in respect of judgments or attachments that do
      not constitute an Event of Default under clause (j) of Article VII; and

            (f) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that are not substantial in amount and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Holdings Debt" means Indebtedness of Holdings which (i)
does not mature, and is not subject to mandatory repurchase, redemption or
amortization (other than pursuant to customary asset sale or change in control
provisions requiring redemption or repurchase only if and to the extent then
permitted by this Agreement), in each case, prior to the date that is six months
after the Tranche B Maturity Date, (ii) is not secured by any assets of
Holdings, the Borrower or any Subsidiary, (iii) is not Guaranteed by the
Borrower or any Subsidiary, (iv) is not exchangeable or convertible into
Indebtedness of Holdings (except other Permitted Holdings Debt), the Borrower or
any Subsidiary or any preferred stock or other Equity Interest (other than
common equity or Non-Cash Pay Preferred Stock of the Parent or Holdings,
provided that any such exchange or conversion, if effected, would not result in
a Change in Control) and (v) if subordinated, is subordinated to the Obligations
pursuant to a written instrument delivered, and reasonably satisfactory, to the
Administrative Agent or on terms substantially identical to (and no less
favorable in any significant respect to the Lenders than) the subordination
terms applicable to the Senior Subordinated Debt.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing or allowing for liquidation at the original par value
      at the option of the holder within one year from the date of acquisition
      thereof;

            (b) investments in commercial paper (other than commercial paper
      issued by the Parent, Holdings, the Borrower or any of their Affiliates)
      maturing within 270 days from the date of acquisition thereof and having,
      at such date of acquisition, the highest credit rating obtainable from S&P
      or from Moody's;

            (c) investments in certificates of deposit, banker's acceptances,
      time deposits or overnight bank deposits maturing within 180 days from the
      date of acquisition thereof issued or


                                                                              22

      guaranteed by or placed with, and money market deposit accounts issued or
      offered by, any domestic office of any commercial bank organized under the
      laws of the United States of America or any State thereof which has a
      combined capital and surplus and undivided profits of not less than
      $500,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above; and

            (e) money market funds that (i) comply with the criteria set forth
      in Securities and Exchange Commission Rule 2a-7 under the Investment
      Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and
      (iii) have portfolio assets of at least $5,000,000,000.

            "Permitted Subordinated Indebtedness" means Indebtedness of the
Borrower which (i) does not mature, and is not subject to mandatory repurchase,
redemption or amortization (other than pursuant to customary asset sale or
change in control provisions requiring redemption or repurchase only if and to
the extent then permitted by this Agreement), in each case, prior to the date
that is six months after the Tranche B Maturity Date, (ii) is not secured by any
assets of Holdings, the Borrower or any Subsidiary, (iii) is not exchangeable or
convertible into Indebtedness of Holdings, the Borrower or any Subsidiary or any
preferred stock or other Equity Interest (other than common equity or Non-Cash
Pay Preferred Stock of the Parent or Holdings, provided that any such exchange
or conversion, if effected, would not result in a Change in Control) and (iv)
is, together with any Guarantee thereof by any Subsidiary (a "Permitted
Subordinated Guarantee"), subordinated to the Obligations pursuant to a written
instrument delivered, and reasonably satisfactory, to the Administrative Agent
or on terms substantially identical to (and no less favorable in any significant
respect to the Lenders than) the subordination terms applicable to the Senior
Subordinated Debt.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prepayment Event" means any (a) Asset Disposition, (b) Equity
Issuance, (c) Debt Issuance or (d) Damages Event.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Pro Forma Compliance" means, with respect to any event, that
Holdings and the Borrower are in pro forma compliance with the Financial
Covenants recomputed as if the event with respect to which Pro Forma Compliance
is being tested had occurred on the first day of each relevant period with
respect to which current compliance with such Financial Covenants would be
determined (for example, in the case of Financial Covenants based on
Consolidated EBITDA, as if such event had occurred on the first day of the four
fiscal quarter period ending on the last day of the most recent fiscal quarter
in respect of which financial statements have been delivered pursuant to Section
5.01(a) or (b)).


                                                                              23

            "Pro Forma Leverage Ratio" means, on any date, the ratio of (a)
Total Indebtedness as of such date (giving effect to any incurrence or repayment
of Indebtedness on such date, including as a result of any acquisition to be
consummated on such date) to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower most recently ended on or prior to
such date (calculated by giving pro forma effect to any material acquisitions or
dispositions consummated after the commencement of such period or to be
consummated on the calculation date as if such acquisitions or dispositions had
been consummated on the first day of such period).

            "Pro Forma RP Coverage Ratio" means, on the date of any Restricted
Payment proposed to be made pursuant to Section 6.08(a)(v)(B), the ratio of (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date minus the amount of such proposed
Restricted Payment and any other Restricted Payments made during such period
pursuant to Section 6.08(a)(v) to (b) Consolidated Cash Interest Expense for
such period.

            "Publishing Agreement" means the Publishing Agreement dated as of
November 8, 2002, among Dex Holdings LLC, East Borrower, the Borrower and Qwest
Corp.

            "Put Financing" means the financing required to fund any purchases
of Existing Notes required to be made by the Parent or the Borrower, as the case
may be, pursuant to the Change in Control Offers.

            "Put Financing Indebtedness" means Indebtedness incurred pursuant to
any Put Financing.

            "Qualifying Parent Indebtedness" means Indebtedness of the Parent,
other than Parent Non-Cash Pay Debt and any Put Financing, which (i) does not
mature or amortize, and is not mandatorily redeemable, in whole or part, or
required to be repurchased or reacquired, in whole or part (unless such
redemption is required only if and to the extent then permitted by this
Agreement), in each case prior to the date that is six months after the Tranche
B Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary, (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock) and (v) is issued solely for cash consideration and bears interest (which
may be payable in cash) at a fixed rate which represents a market rate of
interest for such Qualifying Parent Indebtedness at the time of its issuance.

            "QPI Issuance Conditions" means, with respect to any issuance of
Qualifying Parent Indebtedness, other than Initial Base QPI, the following
conditions:

            (a) at the time of such issuance, and after giving effect thereto,
      (i) no Default shall have occurred and be continuing, (ii) Holdings and
      the Borrower shall be in Pro Forma Compliance and (iii) Parent Leverage
      Ratio shall not exceed 6.50 to 1.0; and

            (b) at the time of such issuance, the Agent shall have received (i)
      copies of all indentures and other instruments evidencing or governing
      such Qualifying Parent Indebtedness, in each case certified by an
      executive officer of the Parent as being true, complete and correct, and
      (ii) a certificate of an executive officer of the Parent, dated the date
      of such issuance, confirming satisfaction of the applicable conditions set
      forth in clause (a) above and setting forth calculations, in reasonable
      detail, of Pro Forma Compliance and of the Parent Leverage Ratio referred
      to above.


                                                                              24

            "Qwest" means Qwest Communications International Inc., a Delaware
      corporation.

            "Qwest Corp." means Qwest Corporation, a Colorado corporation.

            "Qwest Services" means Qwest Services Corporation, a Colorado
      corporation.

            "Refinancing Indebtedness" means Indebtedness issued or incurred
(including by means of the extension or renewal of existing Indebtedness) to
extend, renew or refinance existing Indebtedness ("Refinanced Debt"); provided
that (i) such extending, renewing or refinancing Indebtedness is in an original
aggregate principal amount not greater than the aggregate principal amount of,
and unpaid interest on, the Refinanced Debt plus the amount of any premiums paid
thereon and fees and expenses associated therewith, (ii) such Indebtedness has a
later maturity and a longer weighted average life than the Refinanced Debt,
(iii) such Indebtedness bears a market interest rate (as determined in good
faith by the board of directors of the Borrower) as of the time of its issuance
or incurrence, (iv) if the Refinanced Debt or any Guarantees thereof are
subordinated to the Obligations, such Indebtedness and Guarantees thereof are
subordinated to the Obligations on terms no less favorable in any significant
respect to the holders of the Obligations than the subordination terms of such
Refinanced Debt or Guarantees thereof (and no Loan Party that has not guaranteed
such Refinanced Debt Guarantees such Indebtedness), (v) such Indebtedness
contains covenants and events of default and is benefited by Guarantees (if any)
which, taken as a whole, are determined in good faith by the board of directors
of the Borrower not to be materially less favorable to the Lenders than the
covenants and events of default of or Guarantees (if any) in respect of such
Refinanced Debt, (vi) if such Refinanced Debt or any Guarantees thereof are
secured, such Indebtedness and any Guarantees thereof are either unsecured or
secured only by such assets as secured the Refinanced Debt and Guarantees
thereof, (vii) if such Refinanced Debt and any Guarantees thereof are unsecured,
such Indebtedness and Guarantees thereof are also unsecured, (viii) such
Indebtedness is issued only by the issuer of such Refinanced Indebtedness and
(ix) the proceeds of such Indebtedness are applied promptly (and in any event
within 45 days) after receipt thereof to the repayment of such Refinanced Debt.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the directors, officers, employees, agents, trustees,
Controlling Persons and advisors of such Person and of each of such Person's
Affiliates.

            "Release" means any actual or threatened release, spill, emission,
leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into or through the environment or within or upon any
building, structure, facility or fixture.

            "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

            "Required Percentage" has the meaning assigned to such term in
Section 2.11(c).

            "Requirement of Law" means, with respect to any Person, the charter
and by-laws or other organizational or governing documents of such Person, and
any law, rule or regulation (including Environmental Laws and ERISA) or order,
decree or other determination of an arbitrator or a court or other Governmental
Authority applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.


                                                                              25

            "Restatement Effective Date" has the meaning assigned to such term
in the Agreement to Amend and Restate.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation, termination or amendment of any Equity Interests in the Parent,
Holdings, the Borrower or any Subsidiary or of any option, warrant or other
right to acquire any such Equity Interests in the Parent, Holdings, the Borrower
or any Subsidiary.

            "Revolving Availability Period" means the period from but excluding
the Original Closing Date to but excluding the earlier of the Revolving Maturity
Date and the date of termination of the Revolving Commitments.

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable. The aggregate amount of the Lenders'
Revolving Commitments on June 16, 2005 was $100,000,000.

            "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure and Swingline Exposure at such time.

            "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

            "Revolving Loan" means a Loan made or continued pursuant to clause
(b) of Section 2.01.

            "Revolving Maturity Date" means September 9, 2009, or, if such day
is not a Business Day, the next preceding Business Day.

            "RHD Allocable Share" means, with respect to any amount, 40% of such
amount.

            "RHD Corp." means R.H. Donnelley Corporation, a Delaware
corporation.

            "RHD Inc." means R.H. Donnelley Inc., a Delaware corporation and a
wholly owned direct subsidiary of RHD Corp.

            "RHD Leverage Ratio" means the Leverage Ratio (as such term is
defined in the Indenture, dated as of January 14, 2005, under which the 6-7/8%
Senior Notes of RHD Corp. due 2013 were issued, as in effect on the Restatement
Effective Date without giving effect to any amendment or modification thereto).

            "S&P" means Standard & Poor's Ratings Group, Inc.


                                                                              26

            "Secured Parties" has the meaning assigned to such term in the
Collateral Agreement.

            "Securitization" means any transaction or series of transactions
entered into by the Borrower or any Subsidiary pursuant to which the Borrower or
such Subsidiary, as the case may be, sells, conveys or otherwise transfers to a
Securitization Vehicle Securitization Assets of the Borrower or such Subsidiary
(or grants a security interest in such Securitization Assets transferred or
purported to be transferred to such Securitization Vehicle), and which
Securitization Vehicle finances the acquisition of such Securitization Assets
(i) with proceeds from the issuance of Third Party Interests, (ii) with Sellers'
Retained Interests or (iii) with proceeds from the sale or collection of
Securitization Assets previously purchased by such Securitization Vehicle.

            "Securitization Assets" means any accounts receivable owed to or
owned by the Borrower or any Subsidiary (whether now existing or arising or
acquired in the future) arising in the ordinary course of business from the sale
of goods or services, all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in respect
of such accounts receivable, all proceeds of such accounts receivable and other
assets (including contract rights) which are of the type customarily transferred
in connection with securitizations of accounts receivable and which are sold,
transferred or otherwise conveyed by the Borrower or a Subsidiary to a
Securitization Vehicle in connection with a Securitization permitted by Section
6.05.

            "Securitization Vehicle" means a Person that is a direct wholly
owned Subsidiary or Unrestricted Subsidiary of the Borrower or of a Subsidiary
of the Borrower formed for the purpose of effecting one or more Securitizations
to which the Borrower or its Subsidiaries transfer Securitization Assets and
which, in connection therewith, issues Third Party Interests or Sellers'
Retained Interests; provided that such Securitization Vehicle shall engage in no
business other than the purchase of Securitization Assets pursuant to
Securitizations permitted by Section 6.05, the issuance of Third Party Interests
or other funding of such Securitizations and any activities reasonably related
thereto, and provided further that

            (x) no portion of the Indebtedness or any other obligations
      (contingent or otherwise) of such Securitization Vehicle (i) is guaranteed
      by the Borrower or any Subsidiary (excluding guarantees of obligations
      (other than the principal of and interest on Indebtedness) pursuant to
      Standard Securitization Undertakings), (ii) is recourse to or obligates
      the Borrower or any other Subsidiary of the Borrower in any way other than
      pursuant to Standard Securitization Undertakings, or (iii) subjects any
      property or asset of the Borrower or any other Subsidiary of the Borrower,
      directly or indirectly, contingently or otherwise, to the satisfaction
      thereof, other than pursuant to Standard Securitization Undertakings;

            (y) neither the Borrower nor any Subsidiary has any material
      contract, agreement, arrangement or understanding with such Securitization
      Vehicle other than on terms which the Borrower reasonably believes to be
      no less favorable to the Borrower or such Subsidiary than those that might
      be obtained at the time from Persons that are not Affiliates of the
      Borrower; and

            (z) neither the Borrower nor any Subsidiary has any obligation to
      maintain or preserve such Securitization Vehicle's financial condition or
      cause such Securitization Vehicle to achieve certain levels of operating
      results.

            "Security Documents" means the Collateral Agreement, the Parent
Pledge Agreement, the Mortgages and each other security agreement or other
instrument or document executed and delivered pursuant to Section 5.12 or 5.13
or pursuant to the Collateral Agreement to secure any of the Obligations.


                                                                              27

            "Security Interests" has the meaning assigned to such term in the
Collateral Agreement.

            "Sellers' Retained Interests" means the debt or equity interests
held by the Borrower or any Subsidiary in a Securitization Vehicle to which
Securitization Assets have been transferred in a Securitization permitted by
Section 6.05, including any such debt or equity received in consideration for
the Securitization Assets transferred.

            "Senior Indebtedness" means at any time, Total Indebtedness at such
time, except (to the extent counted as Total Indebtedness) the Senior
Subordinated Debt, Permitted Subordinated Debt, Permitted Holdings Debt and any
other Indebtedness of Holdings not Guaranteed by the Borrower or any Subsidiary.

            "Senior Secured Indebtedness" means at any time, the principal
amount of all the Obligations and all other Senior Indebtedness, other than
unsecured Senior Indebtedness, in each case included in Total Indebtedness at
such time.

            "Senior Secured Leverage Ratio" means, on any date, the ratio of (a)
Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the
period of four consecutive fiscal quarters of the Borrower most recently ended
on or prior to such date.

            "Senior Subordinated Debt" means the Indebtedness represented by the
Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each
as defined in the Senior Subordinated Debt Documents), guarantees of Exchange
Notes and any replacement Exchange Notes).

            "Senior Subordinated Debt Documents" means the indenture under which
the Senior Subordinated Debt was issued and all other instruments, agreements
and other documents evidencing or governing the Senior Subordinated Debt or
providing for any Guarantee or other right in respect thereof.

            "Senior Subordinated Notes" means the Borrower's 9--7/8% Senior
Subordinated Notes due 2013 in an initial aggregate principal amount of
$780,000,000.

            "Senior Unsecured Debt" means the Indebtedness represented by the
Senior Unsecured Notes (including the Note Guarantees, Exchange Notes (each as
defined in the Senior Unsecured Debt Documents), guarantees of Exchange Notes
and any replacement Exchange Notes).

            "Senior Unsecured Debt Documents" means the indentures under which
the Senior Unsecured Debt was issued and all other instruments, agreements and
other documents evidencing or governing the Senior Unsecured Debt or providing
for any Guarantee or other right in respect thereof.

            "Senior Unsecured Notes" means the Borrower's (a) 8--1/2% Senior
Notes due 2010 in an initial aggregate principal amount of $385,000,000 and (b)
5--7/8 Senior Notes due 2011 in an initial aggregate principal amount of
$300,000,000.

            "Shared Services" means the centralized services utilizing the
Shared Services Assets and Operations which are provided by the Parent or RHD
Corp., as the case may be, or any of their respective subsidiaries to Permitted
Businesses conducted by the Borrower and its Subsidiaries, the East Borrower and
its subsidiaries (including any "unrestricted subsidiaries" permitted by the
East Credit Facilities) and/or Unrestricted Subsidiaries in accordance with the
provisions of Section 6.22(c).

            "Shared Services Assets and Operations" means (a) the information
technology assets and related operations and (b) the general administrative and
corporate level services and related assets, in


                                                                              28

each case that are owned and operated by the Parent or RHD Corp., as the case
may be, or any of their respective subsidiaries and used to provide centralized
services with respect to Permitted Businesses conducted by (i) RHD Corp. and its
subsidiaries, (ii) the Borrower and its subsidiaries, (iii) the East Borrower
and its subsidiaries (including any unrestricted subsidiaries permitted by the
East Credit Facilities) and (iv) any Unrestricted Subsidiaries permitted
hereunder.

            "Shared Services Payments" means payments by the Borrower and its
Subsidiaries in cash to the Parent or RHD Corp., as the case may be, in respect
of the provision by the Parent or RHD Corp. or any of their respective
subsidiaries (other than Holdings, RHD Inc. or any of their respective
subsidiaries) to the Borrower and its subsidiaries of Shared Services; provided,
however, that all such payments shall be made solely to reimburse the Parent or
RHD Corp., as the case may be, for those actual cash costs (including accrued
costs payable by the Parent, RHD Corp. or any of their respective subsidiaries
(other than Holdings, RHD Inc. or any of their respective subsidiaries) in cash
within the 30-day period after receipt of a Shared Services Payment) associated
with the Shared Services Assets and Operations that are directly attributable or
otherwise allocable to the provision of such services to the Borrower and its
Subsidiaries (it being understood that to the extent that any of the costs of
such services cannot be clearly allocated as between the Borrower and its
Subsidiaries, on the one hand, and the East Borrower and its subsidiaries, RHD
Inc. and its subsidiaries or Unrestricted Subsidiaries, on the other hand, such
costs shall be allocated on a fair and reasonable basis).

            "Standard Securitization Undertakings" means representations,
warranties, covenants, indemnities and guarantees of performance entered into by
the Borrower or any Subsidiary which the Borrower has determined in good faith
to be customary in a Securitization, including those relating to the servicing
of the assets of a Securitization Vehicle.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, Controlled or held by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.

            "Subsidiary" means (a) any subsidiary of Holdings on the Restatement
Effective Date, including the Borrower, and (b) each subsidiary of Holdings
organized or acquired after the Restatement Effective Date that has not been
designated as an Unrestricted Subsidiary in accordance with the provisions of
Section 6.23.


                                                                              29

            "Subsidiary Loan Party" means any Subsidiary other than the Borrower
that is not (x) a Foreign Subsidiary or (y) a Securitization Vehicle.

            "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

            "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the total
Swingline Exposure at such time.

            "Swingline Lender" means JPMorgan Chase Bank, N.A. in its capacity
as lender of Swingline Loans hereunder.

            "Swingline Loan" means a Loan made pursuant to Section 2.04.

            "Tax Payments" means payments in cash in respect of Federal, state
and local (i) income, franchise and other similar taxes and assessments imposed
on (or measured by) net income which are paid or payable by or on behalf of the
Borrower and its Subsidiaries or which are directly attributable to (or arising
as a result of) the operations of the Borrower and its Subsidiaries and (ii)
taxes which are not determined by reference to income, but which are imposed on
a direct or indirect owner of the Borrower as a result of such owner's ownership
of the equity of the Borrower (such taxes in clauses (i) and (ii), "Applicable
Taxes").

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Term Loans" means Tranche A Term Loans, Tranche B Term Loans and
Tranche B-1 Term Loans.

            "Territories" means the states of Arizona, Idaho, Montana, Oregon,
Utah, Washington and Wyoming.

            "Third Party Interests" means, with respect to any Securitization,
notes, bonds or other debt instruments, beneficial interests in a trust,
undivided ownership interests in receivables or other securities issued for cash
consideration by the relevant Securitization Vehicle to banks, financing
conduits, investors or other financing sources (other than Holdings and the
Subsidiaries) the proceeds of which are used to finance, in whole or in part,
the purchase by such Securitization Vehicle of Securitization Assets in a
Securitization. The amount of any Third Party Interests shall be deemed to equal
the aggregate principal, stated or invested amount of such Third Party Interests
which are outstanding at such time.

            "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of Holdings, the Borrower and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP,
provided that, the amount of such Indebtedness shall be without regard to the
effects of


                                                                              30

purchase method of accounting requiring that the amount of such Indebtedness be
valued at its fair market value instead of its outstanding principal amount.

            "Tranche A Lender" means a Lender with an outstanding Tranche A Term
Loan.

            "Tranche A Maturity Date" means September 9, 2009, or, if such day
is not a Business Day, the next preceding Business Day.

            "Tranche A Term Loan" means a "Tranche A Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
to clause (i) of Section 2.01(a).

            "Tranche B Lender" means a Lender with an outstanding Tranche B Term
Loan.

            "Tranche B Maturity Date" means March 9, 2010, or, if such day is
not a Business Day, the next preceding Business Day.

            "Tranche B Term Loan" means a "Tranche B Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
to clause (i) of Section 2.01(a).

            "Tranche B-1 Commitment" means, with respect to each Lender, the
commitment of such Lender, if any, to make Tranche B-1 Term Loans pursuant to
clause (ii) of Section 2.01(a) during the Tranche B-1 Term Loan Availability
Period. The amount of each Lender's Tranche B-1 Commitment is set forth on
Schedule I to the Agreement to Amend and Restate.

            "Tranche B-1 Lender" means a Lender with a Tranche B-1 Commitment or
an outstanding Tranche B-1 Term Loan.

            "Tranche B-1 Maturity Date" means March 9, 2010, or, if such day is
not a Business Day, the next preceding Business Day.

            "Tranche B-1 Term Loan" means a Tranche B-1 Term Loan made during
the Tranche B-1 Term Loan Availability Period pursuant to clause (ii) of Section
2.01(a).

            "Tranche B-1 Term Loan Availability Period": the period from and
including the Restatement Effective Date to but excluding the date that is 45
days following the Restatement Effective Date.

            "Transactions" means the Parent Acquisition and the Financing
Transactions.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

            "Unrestricted Subsidiary" means any subsidiary of Holdings that has
been designated as an Unrestricted Subsidiary by Holdings pursuant to and in
compliance with Section 6.23. No Unrestricted Subsidiary may own any Equity
Interests of the Borrower, a Subsidiary or East Holdings or any of its
subsidiaries (other than an "unrestricted subsidiary" of East Holdings pursuant
to the credit agreement relating to the East Credit Facilities).

            "West Acquisition" means the acquisition by the Borrower pursuant to
the West Acquisition Agreement of all the Equity Interests of GPP LLC, a
Delaware limited liability company, and


                                                                              31

the other transactions contemplated by the West Acquisition Agreement and the
documents related thereto. Immediately after such acquisition of GPP LLC, the
Borrower was merged with and into GPP LLC, which changed its name to "Dex Media
West LLC".

            "West Acquisition Agreement" means the Purchase Agreement dated as
of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings LLC, as
amended by an amendment dated as of September 9, 2003.

            "West Acquisition Agreement Recovery" means the receipt by the
Parent, Holdings, the Borrower or any Affiliate of the Parent of any payment
made by Qwest Corp., Qwest or any Affiliate thereof (x)(i) constituting damages
paid pursuant to, or as a result of the breach or asserted breach of obligations
under, the West Acquisition Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under the West Acquisition Agreement,
except, in each case, any such receipt of a payment that constitutes a Damages
Event, or (y) constituting a post-closing purchase price adjustment under the
West Acquisition Agreement.

            "West Allocable Share" means, with respect to any amount, 58% of
such amount.

            "West Entities" means Holdings, the Borrower and their subsidiaries.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            Section 1.02 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

            Section 1.03 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring


                                                                              32

after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Any reference made in this Agreement
or any other Loan Document to any consolidated financial statement or statements
of Holdings, the Borrower and the Subsidiaries means such financial statement or
statements prepared on a combined basis for Holdings, the Borrower and the
Subsidiaries pursuant to GAAP and accounting for any Unrestricted Subsidiary on
an unconsolidated basis as investments, not utilizing the equity method.

                                   ARTICLE II

                                   THE CREDITS

                  Section 2.01 Commitments. (a) Subject to the terms and
conditions set forth herein, (i) on the Restatement Effective Date, each Lender
agrees to continue any outstanding Term Loans, if any, made by it under the
Original Credit Agreement, each continued Term Loan to constitute a Tranche A
Term Loan or Tranche B Term Loan to the extent so constituted under the Original
Credit Agreement and to remain subject to the same Interest Period applicable to
them immediately prior to the Restatement Effective Date and/or (ii) on and
after the Restatement Effective Date, each Tranche B-1 Lender agrees to make
Tranche B-1 Term Loans to the Borrower during the Tranche B-1 Term Loan
Availability Period in not more than two draws in an aggregate amount not to
exceed for both such draws the respective amount set forth opposite its name on
Schedule I to the Agreement to Amend and Restate under the heading "Tranche B-1
Commitment".

                      (b)Subject to the terms and conditions set forth herein,
      each Lender agrees to make (or, with respect to Revolving Loans
      outstanding on the Restatement Effective Date, continue) Revolving Loans
      to the Borrower from time to time during the Revolving Availability Period
      in an aggregate principal amount that will not (after giving effect to any
      concurrent use of the proceeds thereof to repay Swingline Loans or LC
      Disbursements) result in such Lender's Revolving Exposure exceeding such
      Lender's Revolving Commitment. Within the foregoing limits and subject to
      the terms and conditions set forth herein, the Borrower may borrow, prepay
      and reborrow Revolving Loans.

                      (c) Amounts repaid in respect of Term Loans may not be
      reborrowed.

                  Section 2.02 Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

                      (b)Subject to Section 2.14, each Revolving Borrowing and
      Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar
      Loans as the Borrower may request in accordance herewith. Each Swingline
      Loan shall be an ABR Loan.

                      (c)At the commencement of each Interest Period for any
      Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that
      is an integral multiple of $1,000,000 and not less than $5,000,000. At the
      time that each ABR Revolving Borrowing is made, such Borrowing shall be



                                                                              33

      in an aggregate amount that is an integral multiple of $1,000,000 and not
      less than $5,000,000; provided that an ABR Revolving Borrowing may be in
      an aggregate amount that is equal to the entire unused balance of the
      total Revolving Commitments or that is required to finance the
      reimbursement of an LC Disbursement as contemplated by Section 2.05(e) .
      Each Swingline Loan shall be in an amount that is an integral multiple of
      $1,000,000. Borrowings of more than one Type and Class may be outstanding
      at the same time; provided that there shall not at any time be more than a
      total of 25 Eurodollar Borrowings outstanding.

                      (d)Notwithstanding any other provision of this Agreement,
      the Borrower shall not be entitled to request, or to elect to convert or
      continue, any Borrowing if the Interest Period requested with respect
      thereto would end after the Revolving Maturity Date, Tranche A Maturity
      Date, Tranche B Maturity Date or Tranche B-1 Maturity Date, as applicable.

                  Section 2.03 Requests for Borrowings. (a) To request funding
of a Revolving Borrowing or Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                      (i) whether the requested Borrowing is to be a Revolving
            Borrowing, Tranche A Term Borrowing, Tranche B Term Borrowing or
            Tranche B-1 Term Borrowing;

                      (ii) the aggregate amount of such Borrowing;

                      (iii) the date of such Borrowing, which shall be a
            Business Day;

                      (iv) subject to the proviso to the fourth sentence of
            Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or
            a Eurodollar Borrowing;

                      (v) in the case of a Eurodollar Borrowing, the initial
            Interest Period to be applicable thereto, which shall be a period
            contemplated by the definition of the term "Interest Period"; and

                      (vi) the location and number of the Borrower's account to
            which funds are to be disbursed, which shall comply with the
            requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  Section 2.04 Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during



                                                                              35

the Revolving Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total
Revolving Exposures exceeding the total Revolving Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

                       (b)To request a Swingline Loan, the Borrower shall notify
      the Administrative Agent of such request by telephone (confirmed by
      telecopy), not later than 2:00 p.m., New York City time, on the day of a
      proposed Swingline Loan. Each such notice shall be irrevocable and shall
      specify the requested date (which shall be a Business Day) and amount of
      the requested Swingline Loan. The Administrative Agent will promptly
      advise the Swingline Lender of any such notice received from the Borrower.
      The Swingline Lender shall make each Swingline Loan available to the
      Borrower by means of a credit to the general deposit account of the
      Borrower with the Swingline Lender (or, in the case of a Swingline Loan
      made to finance the reimbursement of an LC Disbursement as provided in
      Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York
      City time, on the requested date of such Swingline Loan.

                       (c)The Swingline Lender may by written notice given to
      the Administrative Agent not later than 12:00 noon, New York City time, on
      any Business Day require the Revolving Lenders to acquire participations
      on such Business Day in all or a portion of the Swingline Loans
      outstanding. Such notice shall specify the aggregate amount of Swingline
      Loans in which Revolving Lenders will participate. Promptly upon receipt
      of such notice, the Administrative Agent will give notice thereof to each
      Revolving Lender, specifying in such notice such Lender's Applicable
      Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
      absolutely and unconditionally agrees, upon receipt of notice as provided
      above, to pay to the Administrative Agent, for the account of the
      Swingline Lender, such Lender's Applicable Percentage of such Swingline
      Loan or Loans. Each Revolving Lender acknowledges and agrees that its
      obligation to acquire participations in Swingline Loans pursuant to this
      paragraph is absolute and unconditional and shall not be affected by any
      circumstance whatsoever, including the occurrence and continuance of a
      Default or reduction or termination of the Commitments, and that each such
      payment shall be made without any offset, abatement, withholding or
      reduction whatsoever; provided that no Lender shall be required to acquire
      a participation in any Swingline Loan to the extent that doing so would
      cause the Revolving Exposure of such Lender to exceed such Lender's
      Revolving Commitment. Each Revolving Lender shall comply with its
      obligation under this paragraph by wire transfer of immediately available
      funds, in the same manner as provided in Section 2.06 with respect to
      Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis,
      to the payment obligations of the Revolving Lenders), and the
      Administrative Agent shall promptly pay to the Swingline Lender the
      amounts so received by it from the Revolving Lenders. The Administrative
      Agent shall notify the Borrower of any participations in any Swingline
      Loan acquired pursuant to this paragraph, and thereafter payments in
      respect of such Swingline Loan shall be made to the Administrative Agent
      and not to the Swingline Lender. Any amounts received by the Swingline
      Lender from the Borrower (or other party on behalf of the Borrower) in
      respect of a Swingline Loan after receipt by the Swingline Lender of the
      proceeds of a sale of participations therein shall be promptly remitted to
      the Administrative Agent; any such amounts received by the Administrative
      Agent shall be promptly remitted by the Administrative Agent to the
      Revolving Lenders that shall have made their payments pursuant to this
      paragraph and to the Swingline Lender, as their interests may appear;
      provided that any such payment so remitted shall be repaid to the
      Swingline Lender or to the Administrative Agent, as applicable, if and to
      the extent such payment is required to be refunded to the Borrower for any
      reason. The purchase of participations in a Swingline Loan pursuant to
      this paragraph shall not relieve the Borrower of any default in the
      payment thereof.



                                                                              35

                  Section 2.05 Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account or the account of any Subsidiary, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank on
the Original Closing Date and, at any time and from time to time thereafter
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

                       (b) Notice of Issuance, Amendment, Renewal, Extension;
      Certain Conditions. To request the issuance of a Letter of Credit (or the
      amendment, renewal or extension of an outstanding Letter of Credit), the
      Borrower shall hand deliver or telecopy (or transmit by electronic
      communication, if arrangements for doing so have been approved by the
      Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
      in advance of the requested date of issuance, amendment, renewal or
      extension) a notice requesting the issuance of a Letter of Credit, or
      identifying the Letter of Credit to be amended, renewed or extended, and
      specifying the date of issuance, amendment, renewal or extension (which
      shall be a Business Day), the date on which such Letter of Credit is to
      expire (which shall comply with paragraph (c) of this Section), the amount
      of such Letter of Credit, the name and address of the beneficiary thereof
      and such other information as shall be necessary to prepare, amend, renew
      or extend such Letter of Credit. If requested by the Issuing Bank, the
      Borrower also shall submit a letter of credit application on the Issuing
      Bank's standard form in connection with any request for a Letter of
      Credit. A Letter of Credit shall be issued, amended, renewed or extended
      only if (and upon issuance, amendment, renewal or extension of each Letter
      of Credit the Borrower shall be deemed to represent and warrant that),
      after giving effect to such issuance, amendment, renewal or extension (i)
      the LC Exposure shall not exceed $15,000,000 and (ii) the total Revolving
      Exposures shall not exceed the total Revolving Commitments.

                       (c)Expiration Date. Each Letter of Credit shall expire at
      or prior to the close of business on the earlier of (i) the date one year
      after the date of the issuance of such Letter of Credit (or, in the case
      of any renewal or extension thereof, one year after such renewal or
      extension) and (ii) the date that is five Business Days prior to the
      Revolving Maturity Date.

                       (d)Participations. By the issuance of a Letter of Credit
      (or an amendment to a Letter of Credit increasing the amount thereof) and
      without any further action on the part of the Issuing Bank or the Lenders,
      the Issuing Bank hereby grants to each Revolving Lender, and each
      Revolving Lender hereby acquires from the Issuing Bank, a participation in
      such Letter of Credit equal to such Lender's Applicable Percentage of the
      aggregate amount available to be drawn under such Letter of Credit. In
      consideration and in furtherance of the foregoing, each Revolving Lender
      hereby absolutely and unconditionally agrees to pay to the Administrative
      Agent, for the account of the Issuing Bank, such Lender's Applicable
      Percentage of each LC Disbursement made by the Issuing Bank and not
      reimbursed by the Borrower on the date due as provided in paragraph (e) of
      this Section, or of any reimbursement payment required to be refunded to
      the Borrower for any reason. Each Revolving Lender acknowledges and agrees
      that its obligation to acquire participations pursuant to this paragraph
      in respect of Letters of Credit is absolute and unconditional and shall
      not be affected by any circumstance whatsoever, including any amendment,
      renewal or extension of any Letter of Credit or the occurrence and
      continuance of a Default or reduction or termination of the Commitments,
      and that each such payment shall be made without any offset, abatement,
      withholding or reduction whatsoever; provided that no Lender shall be
      required to acquire a participation in any Letter of Credit to the extent
      that doing so would cause the Revolving Exposure of such Lender to exceed
      such Lender's Revolving Commitment.



                                                                              36

                       (e)Reimbursement. If the Issuing Bank shall make any LC
      Disbursement in respect of a Letter of Credit, the Borrower shall
      reimburse such LC Disbursement by paying to the Administrative Agent an
      amount equal to such LC Disbursement not later than 12:00 noon, New York
      City time, on the date that such LC Disbursement is made, if the Borrower
      shall have received notice of such LC Disbursement prior to 10:00 a.m.,
      New York City time, on such date, or, if such notice has not been received
      by the Borrower prior to such time on such date, then not later than 12:00
      noon, New York City time, on (i) the Business Day that the Borrower
      receives such notice, if such notice is received prior to 10:00 a.m., New
      York City time, on the day of receipt, or (ii) the Business Day
      immediately following the day that the Borrower receives such notice, if
      such notice is not received prior to such time on the day of receipt;
      provided that (whether or not the conditions in Section 4.01 are satisfied
      or a Default exists) each of the Administrative Agent and the Borrower
      shall have the absolute and unconditional right to require that such
      payment be financed with an ABR Revolving Borrowing or Swingline Loan in
      an equivalent amount and, to the extent so financed, the Borrower's
      obligation to make such payment shall be discharged and replaced by the
      resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails
      to make such payment when due, the Administrative Agent shall notify each
      Revolving Lender of the applicable LC Disbursement, the payment then due
      from the Borrower in respect thereof and such Lender's Applicable
      Percentage thereof. Promptly following receipt of such notice, each
      Revolving Lender shall pay to the Administrative Agent its Applicable
      Percentage of the payment then due from the Borrower, in the same manner
      as provided in Section 2.06 with respect to Loans made by such Lender (and
      Section 2.06 shall apply, mutatis mutandis, to the payment obligations of
      the Revolving Lenders), and the Administrative Agent shall promptly pay to
      the Issuing Bank the amounts so received by it from the Revolving Lenders.
      Promptly following receipt by the Administrative Agent of any payment from
      the Borrower pursuant to this paragraph, the Administrative Agent shall
      distribute such payment to the Issuing Bank or, to the extent that
      Revolving Lenders have made payments pursuant to this paragraph to
      reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as
      their interests may appear. Any payment made by a Revolving Lender
      pursuant to this paragraph to reimburse the Issuing Bank for any LC
      Disbursement (other than the funding of ABR Revolving Loans or a Swingline
      Loan as contemplated above) shall not constitute a Loan and shall not
      relieve the Borrower of its obligation to reimburse such LC Disbursement.

                       (f)Obligations Absolute. The Borrower's obligation to
      reimburse LC Disbursements as provided in paragraph (e) of this Section
      shall be absolute, unconditional and irrevocable, and shall be performed
      strictly in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Letter of Credit or this Agreement, or any term or
      provision therein, (ii) any draft or other document presented under a
      Letter of Credit proving to be forged, fraudulent or invalid in any
      respect or any statement therein being untrue or inaccurate in any
      respect, (iii) payment by the Issuing Bank under a Letter of Credit
      against presentation of a draft or other document that does not comply
      strictly with the terms of such Letter of Credit, or (iv) any other event
      or circumstance whatsoever, whether or not similar to any of the
      foregoing, that might, but for the provisions of this Section, constitute
      a legal or equitable discharge of, or provide a right of setoff against,
      the Borrower's obligations hereunder. None of the Administrative Agent,
      the Lenders, the Issuing Bank or any of their Related Parties shall have
      any liability or responsibility by reason of or in connection with the
      issuance or transfer of any Letter of Credit or any payment or failure to
      make any payment thereunder (irrespective of any of the circumstances
      referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft,
      notice or other communication under or relating to any Letter of Credit
      (including any document required to make a drawing thereunder), any error
      in interpretation of technical terms or any consequence arising from
      causes beyond the control of the Issuing Bank; provided that the
      provisions of this Section 2.05(f) shall not be construed to excuse the
      Issuing Bank from liability to the Borrower to the extent of any direct
      damages (as opposed to consequential



                                                                              37

      damages, claims in respect of which are hereby waived by the Borrower to
      the extent permitted by applicable law) suffered by the Borrower that are
      caused by the Issuing Bank's failure to exercise care when determining
      whether drafts and other documents presented under a Letter of Credit
      comply with the terms thereof. The parties hereto expressly agree that, in
      the absence of gross negligence or wilful misconduct on the part of the
      Issuing Bank (as finally determined by a court of competent jurisdiction),
      the Issuing Bank shall be deemed to have exercised care in each such
      determination. In furtherance of the foregoing and without limiting the
      generality thereof, the parties agree that, with respect to documents
      presented which appear on their face to be in substantial compliance with
      the terms of a Letter of Credit, the Issuing Bank may, in its sole
      discretion, either accept and make payment upon such documents without
      responsibility for further investigation, regardless of any notice or
      information to the contrary, or refuse to accept and make payment upon
      such documents if such documents are not in strict compliance with the
      terms of such Letter of Credit.

                       (g)Disbursement Procedures. The Issuing Bank shall,
      promptly following its receipt thereof, examine all documents purporting
      to represent a demand for payment under a Letter of Credit. The Issuing
      Bank shall promptly notify the Administrative Agent and the Borrower by
      telephone (confirmed by telecopy) of such demand for payment and whether
      the Issuing Bank has made or will make an LC Disbursement thereunder;
      provided that any failure to give or delay in giving such notice shall not
      relieve the Borrower of its obligation to reimburse the Issuing Bank and
      the Revolving Lenders with respect to any such LC Disbursement.

                       (h)Interim Interest. If the Issuing Bank shall make any
      LC Disbursement, then, unless the Borrower shall reimburse such LC
      Disbursement in full on the date such LC Disbursement is made, the unpaid
      amount thereof shall bear interest, for each day from and including the
      date such LC Disbursement is made to but excluding the date that the
      Borrower reimburses such LC Disbursement, at the rate per annum then
      applicable to ABR Revolving Loans; provided that, if the Borrower fails to
      reimburse such LC Disbursement when due pursuant to paragraph (e) of this
      Section, then Section 2.13(c) shall apply. Interest accrued pursuant to
      this paragraph shall be for the account of the Issuing Bank, except that
      interest accrued on and after the date of payment by any Revolving Lender
      pursuant to paragraph (e) of this Section to reimburse the Issuing Bank
      shall be for the account of such Lender to the extent of such payment.

                       (i)Replacement of the Issuing Bank. The Issuing Bank may
      be replaced at any time by written agreement among the Borrower, the
      Administrative Agent, the replaced Issuing Bank and the successor Issuing
      Bank. The Administrative Agent shall notify the Lenders of any such
      replacement of the Issuing Bank. At the time any such replacement shall
      become effective, the Borrower shall pay all unpaid fees accrued for the
      account of the replaced Issuing Bank pursuant to Section 2.12(b). From and
      after the effective date of any such replacement, (i) the successor
      Issuing Bank shall have all the rights and obligations of the Issuing Bank
      under this Agreement with respect to Letters of Credit to be issued
      thereafter and (ii) references herein to the term "Issuing Bank" shall be
      deemed to refer to such successor or to any previous Issuing Bank, or to
      such successor and all previous Issuing Banks, as the context shall
      require. After the replacement of an Issuing Bank hereunder, the replaced
      Issuing Bank shall remain a party hereto and shall continue to have all
      the rights and obligations of an Issuing Bank under this Agreement with
      respect to Letters of Credit issued by it prior to such replacement, but
      shall not be required to issue additional Letters of Credit.

                       (j)Cash Collateralization. If any Event of Default under
      clauses (a), (b), (h) or (i) of Article VII shall occur and be continuing
      or if the Loans have been accelerated pursuant to Article VII as a result
      of any other Event of Default, on the Business Day that the Borrower
      receives notice from the Administrative Agent or the Required Lenders (or,
      if the maturity of the Loans has been accelerated, Revolving Lenders with
      LC Exposure representing greater than 50% of the total LC



                                                                              38

      Exposure) demanding the deposit of cash collateral pursuant to this
      paragraph, the Borrower shall deposit in an account with the
      Administrative Agent, in the name of the Administrative Agent and for the
      benefit of the Lenders, an amount in cash equal to the LC Exposure as of
      such date plus any accrued and unpaid interest thereon; provided that the
      obligation to deposit such cash collateral shall become effective
      immediately, and such deposit shall become immediately due and payable,
      without demand or other notice of any kind, upon the occurrence of any
      Event of Default with respect to the Borrower described in clause (h) or
      (i) of Article VII. The Borrower also shall deposit cash collateral
      pursuant to this paragraph as and to the extent required by Section
      2.11(b). Each such deposit under this Section or Section 2.11(b) shall be
      held by the Administrative Agent as collateral for the payment and
      performance of the obligations of the Borrower under this Agreement, and
      the Borrower hereby grants to the Agent, for the benefit of the Secured
      Parties, a security interest in all funds and investments from time to
      time in such account, and in the proceeds thereof, to secure the
      Obligations. The Administrative Agent shall have exclusive dominion and
      control, including the exclusive right of withdrawal, over such account.
      Other than any interest earned on the investment of such deposits, which
      investments shall be made at the option and sole discretion of the
      Administrative Agent and at the Borrower's risk and expense, such deposits
      shall not bear interest. Interest or profits, if any, on such investments
      shall accumulate in such account. Moneys in such account shall be applied
      by the Administrative Agent to reimburse the Issuing Bank for LC
      Disbursements for which it has not been reimbursed and, to the extent not
      so applied, shall be held for the satisfaction of the reimbursement
      obligations of the Borrower for the LC Exposure at such time or, if the
      maturity of the Loans has been accelerated (but subject to the consent of
      Revolving Lenders with LC Exposure representing greater than 50% of the
      total LC Exposure), be applied to satisfy other obligations of the
      Borrower under this Agreement. If the Borrower is required to provide an
      amount of cash collateral under this Section 2.05(j) as a result of the
      occurrence of an Event of Default specified above, such amount (to the
      extent not applied as aforesaid) shall be returned to the Borrower within
      three Business Days after the applicable Events of Default have been cured
      or waived. If the Borrower is required to provide an amount of cash
      collateral hereunder pursuant to Section 2.11(b), such amount (to the
      extent not applied as aforesaid) shall be returned to the Borrower as and
      to the extent that, after giving effect to such return, the Borrower would
      remain in compliance with Section 2.11(b) and no Default shall have
      occurred and be continuing.

                  Section 2.06 Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans and Swingline Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the Issuing Bank.

                       (b)Unless the Administrative Agent shall have received
      notice from a Lender prior to the proposed date of any Borrowing that such
      Lender will not make available to the Administrative Agent such Lender's
      share of such Borrowing, the Administrative Agent may assume that such
      Lender has made such share available on such date in accordance with
      paragraph (a) of this Section and may, in reliance upon such assumption,
      make available to the Borrower a corresponding amount. In such event, if a
      Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender and the
      Borrower severally agree to pay to the Administrative Agent forthwith on
      demand such corresponding amount with interest thereon, for each day from
      and including the



                                                                              39

      date such amount is made available to the Borrower to but excluding the
      date of payment to the Administrative Agent, at (i) in the case of such
      Lender, the greater of the Federal Funds Effective Rate and a rate
      determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation or (ii) in the case of the Borrower, the
      interest rate applicable to ABR Loans. If such Lender pays such amount to
      the Administrative Agent, then such amount shall constitute such Lender's
      Loan included in such Borrowing.

                  Section 2.07 Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                       (b) To make an election pursuant to this Section, the
      Borrower shall notify the Administrative Agent of such election by
      telephone by the time that a Borrowing Request would be required under
      Section 2.03 if the Borrower were requesting a Revolving Borrowing of the
      Type resulting from such election to be made on the effective date of such
      election. Each such telephonic Interest Election Request shall be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy
      to the Administrative Agent of a written Interest Election Request in a
      form approved by the Administrative Agent and signed by the Borrower.

                       (c) Each telephonic and written Interest Election Request
      shall specify the following information in compliance with Section 2.02:

                         (i) the Borrowing to which such Interest Election
            Request applies and, if different options are being elected with
            respect to different portions thereof, the portions thereof to be
            allocated to each resulting Borrowing (in which case the information
            to be specified pursuant to clauses (iii) and (iv) below shall be
            specified for each resulting Borrowing);

                         (ii) the effective date of the election made pursuant
            to such Interest Election Request, which shall be a Business Day;

                         (iii) whether the resulting Borrowing is to be an ABR
            Borrowing or a Eurodollar Borrowing; and

                         (iv) if the resulting Borrowing is a Eurodollar
            Borrowing, the Interest Period to be applicable thereto after giving
            effect to such election, which shall be a period contemplated by the
            definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                       (d)Promptly following receipt of an Interest Election
      Request, the Administrative Agent shall advise each Lender of the details
      thereof and of such Lender's portion of each resulting Borrowing.



                                                                              40

                       (e)If the Borrower fails to deliver a timely Interest
      Election Request with respect to a Eurodollar Borrowing prior to the end
      of the Interest Period applicable thereto, then, unless such Borrowing is
      repaid as provided herein, at the end of such Interest Period such
      Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
      contrary provision hereof, if an Event of Default has occurred and is
      continuing then, so long as an Event of Default is continuing (i) no
      outstanding Borrowing may be converted to or continued as a Eurodollar
      Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
      converted to an ABR Borrowing at the end of the Interest Period applicable
      thereto.

                  Section 2.08 Termination and Reduction of Commitments. (a) To
the extent not previously terminated, the Tranche B-1 Commitments shall
terminate at 5:00 p.m., New York City time, on June 30, 2006, and the Revolving
Commitments shall terminate on the Revolving Maturity Date.

                       (b)The Borrower may at any time, without premium or
      penalty, terminate, or from time to time reduce, the Commitments of any
      Class; provided that (i) each reduction of the Commitments of any Class
      shall be in an amount that is an integral multiple of $1,000,000 and not
      less than $5,000,000 and (ii) the Borrower shall not terminate or reduce
      the Revolving Commitments if, after giving effect to any concurrent
      prepayment of the Revolving Loans in accordance with Section 2.11, the sum
      of the Revolving Exposures would exceed the total Revolving Commitments.

                       (c)The Borrower shall notify the Administrative Agent of
      any election to terminate or reduce the Commitments under paragraph (b) of
      this Section at least three Business Days prior to the effective date of
      such termination or reduction, specifying such election and the effective
      date thereof. Promptly following receipt of any notice, the Administrative
      Agent shall advise the Lenders of the contents thereof. Each notice
      delivered by the Borrower pursuant to this Section shall be irrevocable;
      provided that a notice of termination of the Revolving Commitments
      delivered by the Borrower may state that such notice is conditioned upon
      the effectiveness of other credit facilities, in which case such notice
      may be revoked by the Borrower (by notice to the Administrative Agent on
      or prior to the specified effective date) if such condition is not
      satisfied. Any termination or reduction of the Commitments of any Class
      shall be permanent. Each reduction of the Commitments of any Class shall
      be made ratably among the Lenders in accordance with their respective
      Commitments of such Class.

                  Section 2.09 Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the earlier of the Revolving Maturity Date and the first date after such
Swingline Loan is made that is the 15th or last day of a calendar month and is
at least two Business Days after such Swingline Loan is made; provided that on
each date that a Revolving Borrowing is made, the Borrower shall repay all
Swingline Loans that were outstanding on the date such Borrowing was requested.

                       (b)Each Lender shall maintain in accordance with its
      usual practice an account or accounts evidencing the indebtedness of the
      Borrower to such Lender resulting from each Loan made by such Lender,
      including the amounts of principal and interest payable and paid to such
      Lender from time to time hereunder.

                       (c)The Administrative Agent shall maintain accounts in
      which it shall record (i) the amount of each Loan made hereunder, the
      Class and Type thereof and the Interest Period applicable



                                                                              41

      thereto, (ii) the amount of any principal or interest due and payable or
      to become due and payable from the Borrower to each Lender hereunder and
      (iii) the amount of any sum received by the Administrative Agent hereunder
      for the account of the Lenders and each Lender's share thereof.

                       (d)The entries made in the accounts maintained pursuant
      to paragraph (b) or (c) of this Section shall be prima facie evidence of
      the existence and amounts of the obligations recorded therein; provided
      that the failure of any Lender or the Administrative Agent to maintain
      such accounts or any error therein shall not in any manner affect the
      obligation of the Borrower to repay the Loans in accordance with the terms
      of this Agreement.

                       (e)Any Lender may request that Loans of any Class made by
      it be evidenced by a promissory note. In such event, the Borrower shall
      prepare, execute and deliver to such Lender a promissory note payable to
      the order of such Lender (or, if requested by such Lender, to such Lender
      and its registered assigns) and in a form reasonably satisfactory to the
      Administrative Agent. Such promissory note shall state that it is subject
      to the provisions of this Agreement. Thereafter, the Loans evidenced by
      such promissory note and interest thereon shall at all times (including
      after assignment pursuant to Section 9.04) be represented by one or more
      promissory notes in such form payable to the order of the payee named
      therein (or, if such promissory note is a registered note, to such payee
      and its registered assigns).

                  Section 2.10 Amortization of Term Loans. (a) Subject to
adjustment pursuant to paragraph (e) of this Section 2.10, the Borrower shall
repay Tranche A Term Borrowings on each date set forth below in an amount equal
to the percentage of the aggregate principal amount of the Tranche A Loans
continued on the Restatement Effective Date set forth opposite such date (each
such date being called an "Installment Date"):



                                               Percentage of
                                             Principal Amount
         Date                                  to be Repaid
         ----                                ----------------
                                          
March 31, 2006                                   4.49097%
June 30, 2006                                    4.49097%
September 30, 2006                               4.49097%
December 31, 2006                                5.98804%
March 31, 2007                                   5.98804%
June 30, 2007                                    5.98804%
September 30, 2007                               5.98804%
December 31, 2007                                6.28741%
March 31, 2008                                   6.28741%
June 30, 2008                                    6.28741%
September 30, 2008                               6.28741%
December 31, 2008                                9.35632%
March 31, 2009                                   9.35632%
June 30, 2009                                    9.35632%
Tranche A Maturity Date                          9.35632%


                       (b)Subject to adjustment pursuant to paragraph (e) of
      this Section 2.10, the Borrower shall repay Tranche B Borrowings on each
      date set forth below in an amount equal to the percentage of the aggregate
      principal amount of Tranche B Term Loans continued on the Restatement
      Effective Date set forth opposite such date:



                                                                              42



                                              Percentage of
                                            Principal Amount
       Date                                    to be Repaid
       ----                                 -----------------
                                         
March 31, 2006                                   1.06209%
June 30, 2006                                    1.06209%
September 30, 2006                               1.06209%
December 31, 2006                                1.06209%
March 31, 2007                                   1.06209%
June 30, 2007                                    1.06209%
September 30, 2007                               1.06209%
December 31, 2007                                1.06209%
March 31, 2008                                   1.06209%
June 30, 2008                                    1.06209%
September 30, 2008                               1.06209%
December 31, 2008                                1.06209%
March 31, 2009                                   1.06209%
June 30, 2009                                   20.22059%
September 30, 2009                              20.22059%
December 31, 2009                               22.87582%
Tranche B Maturity Date                         22.87582%


                       (c)Subject to adjustment pursuant to paragraph (e) of
      this Section 2.10, the Borrower shall repay Tranche B-1 Borrowings on each
      date set forth below in an amount equal to the percentage of the aggregate
      principal amount of Tranche B-1 Term Loans made during the Tranche B-1
      Term Loan Availability Period set forth opposite such date:



                                              Percentage of
                                            Principal Amount
       Date                                    to be Repaid
       ----                                 -----------------
                                         
March 31, 2006                                   1.06209%
June 30, 2006                                    1.06209%
September 30, 2006                               1.06209%
December 31, 2006                                1.06209%
March 31, 2007                                   1.06209%
June 30, 2007                                    1.06209%
September 30, 2007                               1.06209%
December 31, 2007                                1.06209%
March 31, 2008                                   1.06209%
June 30, 2008                                    1.06209%
September 30, 2008                               1.06209%
December 31, 2008                                1.06209%
March 31, 2009                                   1.06209%
June 30, 2009                                   20.22059%
September 30, 2009                              20.22059%
December 31, 2009                               22.87582%
Tranche B-1 Maturity Date                       22.87582%


                       (d)To the extent not previously paid, (i) all Tranche A
      Term Loans shall be due and payable on the Tranche A Maturity Date, (ii)
      all Tranche B Term Loans shall be due and payable on



                                                                              43

      the Tranche B Maturity Date and (iii) all Tranche B-1 Term Loans shall be
      due and payable on the Tranche B-1 Maturity Date.

                       (e)(i) Any mandatory or optional prepayment of a Tranche
      A Term Borrowing shall be applied first to reduce the first scheduled
      payment to become due under Section 2.10(a) and, thereafter, to reduce
      subsequent scheduled repayments of Tranche A Term Borrowings to be made
      pursuant to Section 2.10(a) ratably, (ii) any mandatory or optional
      prepayment of a Tranche B Term Borrowing shall be applied to reduce the
      subsequent scheduled payments of the Tranche B Term Borrowings to be made
      pursuant to Section 2.10(b) ratably and (iii) any mandatory or optional
      prepayment of a Tranche B-1 Term Borrowing shall be applied to reduce the
      subsequent scheduled payments of the Tranche B-1 Term Borrowings to be
      made pursuant to Section 2.10(c) ratably.

                       (f)Prior to any repayment of any Term Borrowings of
      either Class hereunder, the Borrower shall select the Borrowing or
      Borrowings of the applicable Class to be repaid and shall notify the
      Administrative Agent by telephone (confirmed by telecopy) of such
      selection not later than 11:00 a.m., New York City time, three Business
      Days before the scheduled date of such repayment. Each repayment of a
      Borrowing shall be applied ratably to the Loans included in the repaid
      Borrowing. Repayments of Term Borrowings shall be accompanied by accrued
      interest on the amount repaid.

                  Section 2.11 Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, without premium or penalty (but subject to Section 2.16), in an
aggregate principal amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 (or $500,000 or more, in the case of Swingline Loans) or,
if less, the amount outstanding, subject to the requirements of this Section.

                       (b)In the event and on such occasion that the sum of the
      Revolving Exposures exceeds the total Revolving Commitments, the Borrower
      shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such
      Borrowings are outstanding, deposit cash collateral in an account with the
      Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount
      equal to such excess.

                       (c)In the event and on each occasion that any Net
      Proceeds (other than any Net Proceeds from (i) the issuance of the New
      Parent Notes and (ii) any Put Financing) are received by or on behalf of
      the Parent, Holdings, the Borrower or any Subsidiary in respect of any
      Prepayment Event, the Borrower shall, not later than the Business Day next
      after the date on which such Net Proceeds are received, prepay Term
      Borrowings in an aggregate amount equal to the Required Percentage of such
      Net Proceeds or, in the case of an Equity Issuance by the Parent or a
      Damages Event, the Required Percentage of the Allocable Net Proceeds of
      such Prepayment Event; provided that, in the case of any Asset
      Disposition, if the Borrower shall deliver to the Administrative Agent a
      certificate of a Financial Officer to the effect that the Borrower or a
      Subsidiary intends to apply the Net Proceeds from such event (or a portion
      thereof specified in such certificate), within 365 days after receipt of
      such Net Proceeds, to acquire real property, equipment or other assets to
      be used in the business of the Borrower or such Subsidiaries or to fund a
      Permitted Acquisition in accordance with the terms of Section 6.04, and
      certifying that no Default has occurred and is continuing, then no
      prepayment shall be required pursuant to this paragraph in respect of the
      Net Proceeds in respect of such event (or the portion of such Net Proceeds
      specified in such certificate, if applicable) except to the extent of any
      such Net Proceeds therefrom that have not been so applied by the end of
      such 365-day period, at which time a prepayment shall be required in an
      amount equal to such Net Proceeds that have not been so applied. For
      purposes hereof, "Required Percentage" shall mean: (i) in the case of an
      Asset Disposition or a Damages Event, 100%; (ii) in the case of a Debt
      Issuance, (A) if on the date of the relevant issuance, the Pro Forma
      Leverage Ratio is greater than 4.0 to 1.0, 100% or (B) if on the date of
      the relevant



                                                                              44

      issuance, the Pro Forma Leverage Ratio is less than or equal to 4.0 to
      1.0, 0% (it being understood that a portion of such Net Proceeds from a
      Debt Issuance may be applied so as to reduce such Pro Forma Leverage Ratio
      to less than 4.0 to 1.0, and that the Required Percentage for the
      remainder of such Net Proceeds shall be 0%); and (iii) in the case of an
      Equity Issuance, (A) if on the date of the relevant prepayment, the Pro
      Forma Leverage Ratio is greater than 4.0 to 1.0, 50% or (B) on the date of
      the relevant prepayment, the Pro Forma Leverage Ratio is less than or
      equal to 4.0 to 1.0, 0% (it being understood that a portion of such Net
      Proceeds from an Equity Issuance may be applied so as to reduce such Pro
      Forma Leverage Ratio to less than 4.0 to 1.0, and that the Required
      Percentage for the remainder of such Net Proceeds shall be 0%).

                       (d)Following the end of each fiscal year of the Borrower,
      commencing with the fiscal year ending December 31, 2004, the Borrower
      will prepay Term Borrowings in an aggregate amount equal to (i) 50% of
      Excess Cash Flow for such fiscal year less (ii) any voluntary prepayments
      of Term Loans made pursuant to Section 2.11(a) during such fiscal year;
      provided that, with respect to each such fiscal year ending on or after
      December 31, 2005, no such prepayment of Term Borrowings shall be required
      if the Leverage Ratio as of the end of such fiscal year is less than 5.0
      to 1.0. Each prepayment pursuant to this paragraph shall be made on or
      before the date on which financial statements are delivered pursuant to
      Section 5.01 with respect to the fiscal year for which Excess Cash Flow is
      being calculated (and in any event within 100 days after the end of such
      fiscal year).

                       (e)In the event and on each occasion that any Optional
      Repurchase is made pursuant to Section 6.08(b)(vii)(y), the Borrower shall
      on the last day of each fiscal quarter prepay Term Borrowings in an
      aggregate amount equal to the aggregate amounts expended on such Optional
      Repurchases during such fiscal quarter; provided, however, that if the
      amount expended on any such Optional Repurchase when taken together with
      the aggregate amounts expended on all other such Optional Repurchases in
      respect of which a prepayment of Term Borrowings has not yet been made
      under this paragraph (e) (the "Cumulative Amount") is greater than
      $20,000,000, the Borrower shall prepay Term Borrowings in an aggregate
      amount equal to the Cumulative Amount not later than the date on which
      such Optional Repurchase is made.

                       (f)Prior to any optional or, subject to Sections 2.11(c),
      (d) and (e), mandatory prepayment of Borrowings hereunder, the Borrower
      shall select the Borrowing or Borrowings to be prepaid and shall specify
      such selection in the notice of such prepayment pursuant to paragraph (g)
      of this Section. In the event of any optional or mandatory prepayment of
      Term Borrowings made at a time when Term Borrowings of more than one Class
      remain outstanding, the Borrower shall select Term Borrowings to be
      prepaid so that the aggregate amount of such prepayment is allocated
      between the Tranche A Term Borrowings, Tranche B Term Borrowings and
      Tranche B-1 Term Borrowings pro rata based on the aggregate principal
      amount of outstanding Borrowings of each such Class; provided that, so
      long as and to the extent that any Tranche A Term Borrowings remain
      outstanding, any Tranche B Lender or Tranche B-1 Lender, as the case may
      be, may elect, by notice to the Administrative Agent by telephone
      (confirmed by telecopy) at least one Business Day prior to the prepayment
      date, to decline all or any portion of any prepayment of its respective
      Tranche B Term Loans or Tranche B-1 Term Loans pursuant to this Section
      (other than an optional prepayment pursuant to paragraph (a) of this
      Section, which may not be declined), in which case the aggregate amount of
      the prepayment that would have been applied to prepay Tranche B Term Loans
      or Tranche B-1 Term Loans, as the case may be, but was so declined shall
      be applied to prepay Tranche A Term Borrowings.

                       (g)The Borrower shall notify the Administrative Agent
      (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
      by telephone (confirmed by telecopy) of any prepayment hereunder (i) in
      the case of prepayment of a Eurodollar Borrowing, not later than 2:00



                                                                              45

      p.m., New York City time, three Business Days before the date of
      prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later
      than 2:00 p.m., New York City time, one Business Day before the date of
      prepayment or (iii) in the case of prepayment of a Swingline Loan, not
      later than 3:00 p.m., New York City time, on the date of prepayment. Each
      such notice shall be irrevocable and shall specify the prepayment date,
      the principal amount of each Borrowing or portion thereof to be prepaid
      and, in the case of a mandatory prepayment, a reasonably detailed
      calculation of the amount of such prepayment; provided that, if a notice
      of optional prepayment is given in connection with a conditional notice of
      termination of the Revolving Commitments as contemplated by Section 2.08,
      then such notice of prepayment may be revoked if such notice of
      termination is revoked in accordance with Section 2.08. Promptly following
      receipt of any such notice (other than a notice relating solely to
      Swingline Loans), the Administrative Agent shall advise the Lenders of the
      contents thereof. Each partial prepayment of any Borrowing shall be in an
      amount that would be permitted in the case of an advance of a Borrowing of
      the same Type as provided in Section 2.02, except as necessary to apply
      fully the required amount of a mandatory prepayment or to prepay such
      Borrowing in full. Each prepayment of a Borrowing shall be applied ratably
      to the Loans included in the prepaid Borrowing. Prepayments shall be
      accompanied by accrued interest and other amounts to the extent required
      by Sections 2.13 and 2.16.

                  Section 2.12 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the daily unused amount of each
Revolving Commitment of such Lender during the period from and including the
Original Closing Date to but excluding the date on which the Revolving
Commitments terminate. Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the
dates on which the Revolving Commitments terminate, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

                       (b)The Borrower agrees to pay to the Administrative Agent
      for the account of each Lender with a Tranche B-1 Commitment a commitment
      fee, which shall accrue at 0.375% per annum on the daily unused amount of
      the Tranche B-1 Commitment of such Lender during the period from and
      including the Restatement Effective Date to but excluding the termination
      of the Tranche B-1 Commitments. Accrued commitment fees shall be payable
      in arrears on the termination of the Tranche B-1 Commitments. All
      commitment fees shall be computed on the basis of a year of 360 days and
      shall be payable for the actual number of days elapsed (including the
      first day but excluding the last day).

                       (c)The Borrower agrees to pay (i) to the Administrative
      Agent for the account of each Revolving Lender a participation fee with
      respect to its participations in Letters of Credit, which shall accrue at
      the same Applicable Rate from time to time in effect for purposes of
      determining the interest rate applicable to Eurodollar Revolving Loans on
      the daily amount of such Lender's LC Exposure (excluding any portion
      thereof attributable to unreimbursed LC Disbursements) during the period
      from and including the Original Closing Date to but excluding the later of
      the date on which such Lender's Revolving Commitment terminates and the
      date on which such Lender ceases to have any LC Exposure, and (ii) to the
      Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per
      annum on the average daily amount of the LC Exposure (excluding any
      portion thereof attributable to unreimbursed LC Disbursements) during the
      period from and including the Original Closing Date to but excluding the
      later of the date of termination of the Revolving Commitments and the date
      on which



                                                                              46

      there ceases to be any LC Exposure, as well as the Issuing Bank's standard
      fees with respect to the issuance, amendment, renewal or extension of any
      Letter of Credit or processing of drawings thereunder. Participation fees
      and fronting fees accrued through and including the last day of March,
      June, September and December of each year shall be payable in arrears on
      the third Business Day following such last day; provided that all such
      fees shall be payable on the date on which the Revolving Commitments
      terminate and any such fees accruing after the date on which the Revolving
      Commitments terminate shall be payable on demand. Any other fees payable
      to the Issuing Bank pursuant to this paragraph shall be payable within 10
      days after demand. All participation fees and fronting fees shall be
      computed on the basis of a year of 360 days and shall be payable for the
      actual number of days elapsed (including the first day but excluding the
      last day).

                       (d)The Borrower agrees to pay to the Administrative
      Agent, for its own account, fees payable in the amounts and at the times
      separately agreed upon between the Borrower and the Administrative Agent.

                       (e)All fees payable hereunder shall be paid on the dates
      due, in immediately available funds, to the Administrative Agent (or to
      the Issuing Bank, in the case of fees payable to it) for distribution, in
      the case of commitment fees and participation fees, to the Lenders
      entitled thereto. Fees paid shall not be refundable under any
      circumstances.

                  Section 2.13 Interest. (a) The Loans comprising each ABR
Borrowing (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

                       (b)The Loans comprising each Eurodollar Borrowing shall
      bear interest at the Adjusted LIBO Rate for the Interest Period in effect
      for such Borrowing plus the Applicable Rate.

                       (c)Notwithstanding the foregoing, if any principal of or
      interest on any Loan or any fee or other amount payable by the Borrower
      hereunder is not paid when due, whether at stated maturity, upon
      acceleration or otherwise, such overdue amount shall bear interest, after
      as well as before judgment, at a rate per annum equal to (i) in the case
      of overdue principal of any Loan, 2% plus the rate otherwise applicable to
      such Loan as provided in the preceding paragraphs of this Section or (ii)
      in the case of any other amount, 2% plus the rate applicable to ABR
      Revolving Loans as provided in paragraph (a) of this Section.

                       (d)Accrued interest on each Loan shall be payable in
      arrears on each Interest Payment Date for such Loan and, in the case of
      Revolving Loans, upon termination of the Revolving Commitments; provided
      that (i) interest accrued pursuant to paragraph (c) of this Section shall
      be payable on demand, (ii) in the event of any repayment or prepayment of
      any Loan (other than a prepayment of an ABR Revolving Loan prior to the
      end of the Revolving Availability Period), accrued interest on the
      principal amount repaid or prepaid shall be payable on the date of such
      repayment or prepayment and (iii) in the event of any conversion of any
      Eurodollar Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of
      such conversion.

                       (e)All interest hereunder shall be computed on the basis
      of a year of 360 days, except that interest computed by reference to the
      Alternate Base Rate at times when the Alternate Base Rate is based on the
      Prime Rate shall be computed on the basis of a year of 365 days (or 366
      days in a leap year), and in each case shall be payable for the actual
      number of days elapsed (including the first day but excluding the last
      day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be
      determined by the Administrative Agent, and such determination shall be
      conclusive absent manifest error.



                                                                              47

                  Section 2.14 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (b) the Administrative Agent determines (which determination
            shall be conclusive absent manifest error) that adequate and
            reasonable means do not exist for ascertaining the Adjusted LIBO
            Rate for such Interest Period; or

                  (c) the Administrative Agent is advised by the Required
            Lenders that the Adjusted LIBO Rate for such Interest Period will
            not adequately and fairly reflect the cost to such Lenders of making
            or maintaining their Loans included in such Borrowing for such
            Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing; provided, however, that, in the
case of a notice received pursuant to clause (b) above, if the Administrative
Agent is able prior to the commencement of such Interest Period to ascertain,
after using reasonable efforts to poll the Lenders giving such notice, that a
rate other than the Alternate Base Rate would adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period, the Administrative Agent shall notify the
Borrower of such alternate rate and the Borrower may agree by written notice to
the Agent prior to the commencement of such Interest Period to increase the
Applicable Rate for the Loans included in such Borrowing for such Interest
Period to result in an interest rate equal to such alternate rate, in which case
such increased Applicable Rate shall apply to all the Eurodollar Loans included
in the relevant Borrowing.

                  Section 2.15 Increased Costs. (a) If any Change in Law (except
with respect to Taxes, which shall be governed by Section 2.17) shall:

                       (i) impose, modify or deem applicable any reserve,
            special deposit or similar requirement against assets of, deposits
            with or for the account of, or credit extended by, any Lender
            (except any such reserve requirement reflected in the Adjusted LIBO
            Rate) or the Issuing Bank; or

                       (ii) impose on any Lender or the Issuing Bank or the
            London interbank market any other condition affecting this Agreement
            or Eurodollar Loans made by such Lender or any Letter of Credit or
            participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                      (b)If any Lender or the Issuing Bank determines that any
      Change in Law regarding capital requirements has or would have the effect
      of reducing the rate of return on such Lender's or the Issuing Bank's
      capital or on the capital of such Lender's or the Issuing Bank's holding
      company, if any, as a consequence of this Agreement or the Loans made by,
      or participations in Letters of Credit



                                                                              48

      held by, such Lender, or the Letters of Credit issued by the Issuing Bank,
      to a level below that which such Lender or the Issuing Bank or such
      Lender's or the Issuing Bank's holding company could have achieved but for
      such Change in Law (taking into consideration such Lender's or the Issuing
      Bank's policies and the policies of such Lender's or the Issuing Bank's
      holding company with respect to capital adequacy), then from time to time
      after submission by such Lender to the Borrower of a written request
      therefor, the Borrower will pay to such Lender or the Issuing Bank, as the
      case may be, such additional amount or amounts as will compensate such
      Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
      company for any such reduction suffered.

                      (c)A certificate of a Lender or the Issuing Bank setting
      forth in reasonable detail the matters giving rise to a claim under this
      Section 2.15 and the calculation of such claim by such Lender or the
      Issuing Bank or its holding company, as the case may be, shall be
      delivered to the Borrower and shall be conclusive absent manifest error.
      The Borrower shall pay such Lender or the Issuing Bank, as the case may
      be, the amount shown as due on any such certificate within 10 days after
      receipt thereof.

                      (d)Failure or delay on the part of any Lender or the
      Issuing Bank to demand compensation pursuant to this Section shall not
      constitute a waiver of such Lender's or the Issuing Bank's right to demand
      such compensation; provided that the Borrower shall not be required to
      compensate a Lender or the Issuing Bank pursuant to this Section for any
      increased costs or reductions incurred more than 180 days prior to the
      date that such Lender or the Issuing Bank, as the case may be, notifies
      the Borrower of the Change in Law giving rise to such increased costs or
      reductions and of such Lender's or the Issuing Bank's intention to claim
      compensation therefor; provided further that, if the Change in Law giving
      rise to such increased costs or reductions is retroactive, then the
      180-day period referred to above shall be extended to include the period
      of retroactive effect thereof.

                  Section 2.16 Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(g) and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall consist of an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate that such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the Eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  Section 2.17 Taxes (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of, and without deduction for, any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be



                                                                              48

increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

                      (b)In addition, the Borrower shall pay any Other Taxes to
      the relevant Governmental Authority in accordance with applicable law.

                      (c)The Borrower shall indemnify the Administrative Agent,
      each Lender and the Issuing Bank, within 10 days after written demand
      therefor, for the full amount of any Indemnified Taxes or Other Taxes paid
      by the Administrative Agent, such Lender or the Issuing Bank, as the case
      may be, on or with respect to any payment by or on account of any
      obligation of the Borrower hereunder or under any other Loan Document
      (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section) and any penalties,
      interest and reasonable expenses arising therefrom or with respect
      thereto. A certificate as to the amount of such payment or liability
      prepared in good faith and delivered to the Borrower by a Lender or the
      Issuing Bank, or by the Administrative Agent on its own behalf or on
      behalf of a Lender or the Issuing Bank, shall be presumed correct,
      provided that upon reasonable request of the Borrower, a Lender shall
      provide all relevant information reasonably accessible to it justifying
      such amount.

                      (d)As soon as practicable after any payment of Indemnified
      Taxes or Other Taxes by the Borrower to a Governmental Authority, the
      Borrower shall deliver to the Administrative Agent the original or a
      certified copy of a receipt issued by such Governmental Authority
      evidencing such payment, a copy of the return reporting such payment or
      other evidence of such payment reasonably satisfactory to the
      Administrative Agent.

                      (e)Any Foreign Lender that is entitled to an exemption
      from or reduction of withholding tax under the law of the jurisdiction in
      which the Borrower is located, or any treaty to which such jurisdiction is
      a party, with respect to payments under this Agreement shall deliver to
      the Borrower (with a copy to the Administrative Agent), at the time or
      times prescribed by applicable law, such properly completed and executed
      documentation prescribed by applicable law or reasonably requested by the
      Borrower as will permit such payments to be made without withholding or at
      a reduced rate, provided that such Foreign Lender has received written
      notice from the Borrower advising it of the availability of such exemption
      or reduction and supplying all applicable documentation.

                      (f)If the Administrative Agent, a Lender or the Issuing
      Bank determines, in its reasonable judgment, that it has received a refund
      of any Taxes or Other Taxes as to which it has been indemnified by the
      Borrower or with respect to which the Borrower has paid additional amounts
      pursuant to this Section 2.17, it shall pay over such refund to the
      Borrower within a reasonable period of time (but only to the extent of
      indemnity payments made, or additional amounts paid, by the Borrower under
      this Section 2.17 with respect to the Taxes or Other Taxes giving rise to
      such refund), net of all out-of-pocket expenses of the Administrative
      Agent, such Lender or the Issuing Bank and without interest (other than
      any interest paid by the relevant Governmental Authority with respect to
      such refund); provided, that the Borrower, upon the request of the
      Administrative Agent, such Lender or the Issuing Bank, agrees to repay the
      amount paid over to the Borrower (plus any penalties, interest or other
      charges imposed by the relevant Governmental Authority) to the
      Administrative Agent, such Lender or the Issuing Bank in the event the
      Administrative Agent, such Lender or the Issuing Bank is required to repay
      such refund to such Governmental Authority. This Section shall not be
      construed to require the Administrative Agent, any Lender or the Issuing
      Bank to make available its tax returns (or



                                                                              50

      any other information relating to its Taxes that it deems confidential) to
      the Borrower or any other Person.

                  Section 2.18 Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 2:00 p.m., New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

                      (b)If at any time insufficient funds are received by and
      available to the Administrative Agent to pay fully all amounts of
      principal, unreimbursed LC Disbursements, interest and fees then due
      hereunder, such funds shall be applied (i) first, towards payment of
      interest and fees then due hereunder, ratably among the parties entitled
      thereto in accordance with the amounts of interest and fees then due to
      such parties, and (ii) second, towards payment of principal and
      unreimbursed LC Disbursements then due hereunder, ratably among the
      parties entitled thereto in accordance with the amounts of principal and
      unreimbursed LC Disbursements then due to such parties.

                      (c)If any Lender shall, by exercising any right of setoff
      or counterclaim or otherwise, obtain payment in respect of any principal
      of or interest on any of its Revolving Loans, Term Loans or participations
      in LC Disbursements or Swingline Loans resulting in such Lender receiving
      payment of a greater proportion of the aggregate amount of its Revolving
      Loans, Term Loans and participations in LC Disbursements and Swingline
      Loans and accrued interest thereon than the proportion received by any
      other Lender, then the Lender receiving such greater proportion shall
      purchase (for cash at face value) participations in the Revolving Loans,
      Term Loans and participations in LC Disbursements and Swingline Loans of
      other Lenders to the extent necessary so that the benefit of all such
      payments shall be shared by the Lenders ratably in accordance with the
      relative aggregate amounts of principal of and accrued interest on their
      Revolving Loans, Term Loans and participations in LC Disbursements and
      Swingline Loans; provided that (i) if any such participations are
      purchased and all or any portion of the payment giving rise thereto is
      recovered, such participations shall be rescinded and the purchase price
      restored to the extent of such recovery, without interest, and (ii) the
      provisions of this paragraph shall not be construed to apply to any
      payment made by the Borrower pursuant to and in accordance with the
      express terms of this Agreement or any payment obtained by a Lender as
      consideration for the assignment of or sale of a participation in any of
      its Loans or participations in LC Disbursements to any assignee or
      participant, other than to the Borrower or any Subsidiary or Affiliate
      thereof (as to which the provisions of this paragraph shall apply). The
      Borrower consents to the foregoing and agrees, to the extent it may
      effectively do so under applicable law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise



                                                                              51

      against the Borrower rights of setoff and counterclaim with respect to
      such participation as fully as if such Lender were a direct creditor of
      the Borrower in the amount of such participation.

                      (d)Unless the Administrative Agent shall have received
      notice from the Borrower prior to the date on which any payment is due to
      the Administrative Agent for the account of the Lenders or the Issuing
      Bank hereunder that the Borrower will not make such payment, the
      Administrative Agent may assume that the Borrower has made such payment on
      such date in accordance herewith and may, in reliance upon such
      assumption, distribute to the Lenders or the Issuing Bank, as the case may
      be, the amount due. In such event, if the Borrower has not in fact made
      such payment, then each of the Lenders or the Issuing Bank, as the case
      may be, severally agrees to repay to the Administrative Agent forthwith on
      demand the amount so distributed to such Lender or Issuing Bank with
      interest thereon, for each day from and including the date such amount is
      distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Effective Rate
      and a rate determined by the Administrative Agent in accordance with
      banking industry rules on interbank compensation.

                      (e)If any Lender shall fail to make any payment required
      to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b),
      2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion
      (notwithstanding any contrary provision hereof), apply any amounts
      thereafter received by the Administrative Agent for the account of such
      Lender to satisfy such Lender's obligations under such Sections until all
      such unsatisfied obligations are fully paid.

                  Section 2.19 Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                      (b)If any Lender requests compensation under Section 2.15,
      or if the Borrower is required to pay any additional amount to any Lender
      or any Governmental Authority for the account of any Lender pursuant to
      Section 2.17, or if any Lender defaults in its obligation to fund Loans
      hereunder, then the Borrower may, at its sole expense and effort, upon
      notice to such Lender and the Administrative Agent, require such Lender to
      assign and delegate, without recourse (in accordance with and subject to
      the restrictions contained in Section 9.04), all its interests, rights and
      obligations under this Agreement to an assignee that shall assume such
      obligations (which assignee may be another Lender, if a Lender accepts
      such assignment); provided that (i) the Borrower shall have received the
      prior written consent of the Administrative Agent (and, if a Revolving
      Commitment is being assigned, the Issuing Bank and Swingline Lender),
      which consent shall not unreasonably be withheld and (ii) such Lender
      shall have received payment of an amount equal to the outstanding
      principal of its Loans and funded participations in LC Disbursements and
      Swingline Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in
      the case of all other amounts) and such Lender shall be released from all
      obligations hereunder. A Lender shall not be required to make any such
      assignment and delegation if, prior thereto, as a result of a waiver by
      such Lender or otherwise, the circumstances entitling the Borrower to
      require such assignment and delegation cease to apply.



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                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each of Holdings and the Borrower and, solely for purposes of
Section 3.01, 3.02, 3.03, 3.08, 3.09 and 3.12, the Parent represents and
warrants to the Lenders that:

                  Section 3.01 Organization; Powers. Each of the Parent,
Holdings, the Borrower and its Subsidiaries is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, has
all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  Section 3.02 Authorization; Enforceability. The Transactions
entered into and to be entered into by the Parent and each Loan Party are within
the Parent's or such Loan Party's (as the case may be) corporate or limited
liability company powers and have been duly authorized by all necessary
corporate or limited liability company and, if required, stockholder or member
action. This Agreement has been duly executed and delivered by each of the
Parent, Holdings and the Borrower and constitutes, and each other Loan Document
to which the Parent or any Loan Party is to be a party, when executed and
delivered by the Parent or such Loan Party (as the case may be), will
constitute, a legal, valid and binding obligation of the Parent, Holdings, the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

                  Section 3.03 Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except as set
forth on Schedule 3.03 or have been obtained or made and are in full force and
effect and except filings necessary to perfect Liens created under the Loan
Documents, (b) will not violate any applicable law or regulation or the charter,
limited liability company agreement, by-laws or other organizational documents
of the Parent, Holdings, the Borrower or any of its Subsidiaries or any order of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Parent, Holdings,
the Borrower or any of its Subsidiaries or any of their assets, or give rise to
a right thereunder to require any payment to be made by the Parent, Holdings,
the Borrower or any of its Subsidiaries, and (d) will not result in the creation
or imposition of any Lien on any asset of the Parent, Holdings, the Borrower or
any of its Subsidiaries, except Liens permitted under Section 6.02.

                  Section 3.04 Financial Condition; No Material Adverse Change.
(a) The audited consolidated balance sheets of Holdings as of December 31, 2002,
December 31, 2003 and December 31, 2004 and the related consolidated statements
of operations and of cash flows for the fiscal years ended on such dates,
reported on without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by KPMG LLP, present fairly
the consolidated financial condition of Holdings as of such dates, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of Holdings as of such dates and for such periods in accordance with GAAP,
subject to normal year-end audit adjustments.

                      (b)Holdings has heretofore furnished to the Lenders its
      projected pro forma consolidated balance sheet as of December 31, 2005
      prepared giving effect to the Transactions as if



                                                                              53

      such Transactions had occurred on such date. Such projected pro forma
      consolidated balance sheet has been prepared in good faith based on the
      same assumptions used to prepare the pro forma financial statements
      included in the Information Memorandum (which assumptions are believed by
      Holdings and the Borrower to be reasonable at the time prepared).

                      (c)Except as disclosed in the financial statements
      referred to above or the notes thereto or in the Information Memorandum
      and except for the Disclosed Matters, after giving effect to the
      Transactions, none of Holdings, the Borrower or its Subsidiaries has, as
      of the Restatement Effective Date, any contingent liabilities, unusual
      long-term commitments or unrealized losses that, individually or in the
      aggregate, could reasonably be excepted to result in a Material Adverse
      Effect.

                      (d)Since December 31, 2004, there has been no material
      adverse change in the business, operations, prospects, assets, liabilities
      or financial condition of Holdings, the Borrower and its Subsidiaries,
      taken as a whole.

                  Section 3.05 Properties. (a) Each of Holdings, the Borrower
and its Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                      (b)Each of Holdings, the Borrower and its Subsidiaries
      owns, or is licensed to use, all trademarks, tradenames, copyrights,
      patents and other intellectual property material to its business, and the
      use thereof by Holdings, the Borrower and its Subsidiaries does not
      infringe upon the rights of any other Person, except, in each case, for
      any matters that, individually or in the aggregate, could not reasonably
      be expected to result in a Material Adverse Effect.

                      (c)Schedule 3.05 sets forth the address of each real
      property that is owned or leased by the Borrower or any of its
      Subsidiaries as of the Restatement Effective Date after giving effect to
      the Transactions.

                  Section 3.06 Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower, any of its Subsidiaries
or any of their respective executive officers or directors (i) which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Transactions.

                      (b)Except for either the Disclosed Matters or any other
      matters that, individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect, none of Holdings, the
      Borrower or any of its Subsidiaries (i) has failed to comply with any
      Environmental Law or to obtain, maintain or comply with any permit,
      license or other approval required under any Environmental Law, (ii) has
      become subject to any Environmental Liability, (iii) has received notice
      of any claim with respect to any Environmental Liability or (iv) knows of
      any facts or circumstances which are reasonably likely to form the basis
      for any Environmental Liability.

                  Section 3.07 Compliance with Laws and Agreements. Each of
Holdings, the Borrower and its Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.



                                                                              54

                  Section 3.08 Investment and Holding Company Status. None of
the Parent, Holdings, the Borrower or any of its Subsidiaries is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

                  Section 3.09 Taxes. Each of the Parent, Holdings, the Borrower
and its Subsidiaries has timely filed or caused to be filed all material Tax
returns and reports required to have been filed and has paid or caused to be
paid all material Taxes required to have been paid by it, except any Taxes that
are being contested in good faith by appropriate proceedings and for which the
Parent, Holdings, the Borrower or such Subsidiary, as applicable, has set aside
on its books adequate reserves.

                  Section 3.10 ERISA; Margin Regulations. (a) During the five
year period prior to the date on which this representation is made or deemed to
be made with respect to any Plan or Multiemployer Plan, no ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability has occurred during such five year
period or for which liability is reasonably expected to occur, could reasonably
be expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount that would
reasonably be expected to have a Material Adverse Effect, and the present value
of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that would reasonably be expected to have a Material Adverse
Effect.

                      (b)None of Holdings, the Borrower or any of its
      Subsidiaries is engaged principally, or as one of its important
      activities, in the business of extending credit for the purpose of buying
      or carrying Margin Stock. No part of the proceeds of any Loan or any
      Letter of Credit will be used, whether directly or indirectly, and whether
      immediately, incidentally or ultimately, in any manner that would entail a
      violation of the Regulations of the Board, including Regulation T, U or X.

                  Section 3.11 Disclosure. Neither the Information Memorandum
nor any of the other written reports, financial statements, certificates or
other written information, taken as a whole, furnished by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as of the date thereof and as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Holdings and the Borrower
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable (i) at the time such projected financial
information was prepared, (ii) on the date of the Information Memorandum and
(iii) as of the date hereof.

                  Section 3.12 Subsidiaries. As of the Restatement Effective
Date, the Parent does not have any subsidiaries other than (a) East Holdings,
the East Borrower and the East Borrower's subsidiaries and (b) Holdings, the
Borrower and the Borrower's Subsidiaries, and Holdings does not have any
subsidiaries other than the Borrower and the Borrower's Subsidiaries. Schedule
3.12 sets forth (i) the name of, and the ownership interest of the Parent in,
each subsidiary of the Parent and identifies each subsidiary that is a
Subsidiary Loan Party, in each case as of the Restatement Effective Date, (ii)
the name of, and the ownership interest of Holdings in, each subsidiary of
Holdings and identifies each subsidiary



                                                                              55

that is a Subsidiary Loan Party, in each case as of the Restatement Effective
Date, and (iii) the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Restatement Effective Date.

                  Section 3.13 Insurance. Schedule 3.13 sets forth a description
of all insurance maintained by or on behalf of Holdings, the Borrower and its
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums due and payable in respect of such insurance have
been paid. Holdings and the Borrower believe that the insurance maintained by or
on behalf of Holdings, the Borrower and its Subsidiaries is adequate.

                  Section 3.14 Labor Matters. As of the Restatement Effective
Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower
or any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. Except as could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect: (a) the hours worked by and
payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters; (b) all payments
due from Holdings, the Borrower or any Subsidiary, or for which any claim may be
made against Holdings, the Borrower or any Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary; and (c) the consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

                  Section 3.15 Solvency. Immediately after the consummation of
the Transactions to occur on the Restatement Effective Date and immediately
following the making of each Loan made on the Restatement Effective Date and
after giving effect to the application of the proceeds of such Loans and to the
rights of reimbursement, contribution and subrogation created by the Collateral
Agreement, (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

                  Section 3.16 Senior Indebtedness. The Obligations constitute
"Senior Indebtedness" under and as defined in the Senior Subordinated Debt
Documents.

                  Section 3.17 Parent Acquisition. As of the Restatement
Effective Date, the Merger Agreement has been duly authorized, executed and
delivered by each of the parties thereto and constitutes a legal, valid and
binding obligation of each such party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law. A true, correct and complete copy (including any amendments and
waivers) of the Merger Agreement has been furnished to the Administrative Agent.

                  Section 3.18 Security Documents. (a) The Collateral Agreement
is effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. In the case of the Pledged
Stock (as defined in the Collateral Agreement) described in the Collateral
Agreement, when stock certificates



                                                                              56

representing such Pledged Stock are delivered to the Collateral Agent, and in
the case of the other Collateral described in the Collateral Agreement (other
than the Intellectual Property, as defined in the Collateral Agreement), when
financing statements and other filings specified on Schedule 5 of the Perfection
Certificate in appropriate form are filed in the offices specified on Schedule 6
of the Perfection Certificate (as updated by the Borrower from time to time in
accordance with Section 5.03), the Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements, in each case prior and superior in right
to any other Person (except, in the case of Collateral other than Pledged Stock,
Liens permitted by Section 6.02(a)).

                      (b)When the Collateral Agreement or a summary thereof is
      properly filed in the United States Patent and Trademark Office and the
      United States Copyright Office, and, with respect to Collateral in which a
      security interest cannot be perfected by such filings, upon the proper
      filing of the financing statements referred to in paragraph (a) above, the
      Collateral Agreement and such financing statements shall constitute a
      fully perfected Lien on, and security interest in, all right, title and
      interest of the grantors thereunder in the Intellectual Property (as
      defined in the Collateral Agreement), in each case prior and superior in
      right to any other Person (it being understood that subsequent recordings
      in the United States Patent and Trademark Office and the United States
      Copyright Office may be necessary to perfect a lien on registered
      trademarks and patents, trademark and patent applications and registered
      copyrights acquired by the grantors after the date hereof).

                      (c)The Mortgages, if any, entered into after the
      Restatement Effective Date pursuant to Section 5.13 shall be effective to
      create in favor of the Collateral Agent, for the ratable benefit of the
      Secured Parties, a legal, valid and enforceable Lien on all of the Loan
      Parties' right, title and interest in and to the Mortgaged Property
      thereunder and the proceeds thereof, and when such Mortgages are filed in
      the proper real estate filing offices, such Mortgages shall constitute a
      fully perfected Lien on, and security interest in, all right, title and
      interest of Loan Parties in such Mortgages Property and the proceeds
      thereof, in each case prior and superior in right to any other Person,
      other than with respect to the rights of Person pursuant to Liens
      expressly permitted by Section 6.02(a).

                  Section 3.19 Liens. There are no Liens of any nature
whatsoever on any properties of Holdings, the Borrower or any of its
Subsidiaries other than Permitted Encumbrances and Liens permitted by Section
6.02(a).

                  Section 3.20 No Burdensome Restrictions. None of Holdings, the
Borrower or any of its Subsidiaries is a party to or bound by any Contractual
Obligation, or subject to any Requirement of Law, which has resulted in a
Material Adverse Effect.

                                   ARTICLE IV

                                   CONDITIONS

                  Section 4.01 Each Credit Event. (a) The obligation of each
Lender to make a Loan on any date (other than any Tranche B-1 Term Loan), and of
the Issuing Bank to issue, increase, renew or extend any Letter of Credit on any
date, is subject to receipt of the request therefor in accordance herewith and
to the satisfaction of the following conditions:

                        (i)The representations and warranties of each Loan Party
            set forth in the Loan Documents shall be true and correct in all
            material respects on and as of the date such Loan is made or the
            date of issuance, increase, renewal or extension of such Letter of
            Credit, as



                                                                              57

            applicable, except to the extent such representations and warranties
            expressly relate to an earlier date (in which case such
            representations and warranties shall be true and correct in all
            material respects on and as of such earlier date); provided,
            however, that for purposes of making the representations and
            warranties contained in Section 3.04(d), solely in connection with a
            request for a Revolving Loan or issuance for the increase, renewal
            or extension of any Letter of Credit, the term "prospects" contained
            therein shall be disregarded.

                        (ii) At the time of and immediately after giving effect
            to such Borrowing or the issuance, increase, renewal or extension of
            such Letter of Credit, as applicable, no Default shall have occurred
            and be continuing.

                      (b)The obligation of each Lender to make a Tranche B-1
      Term Loan after the Restatement Effective Date is subject to each of the
      representations and warranties made by any Loan Party in Sections 3.02,
      3.03(b), 3.18 and 3.19 of the Restated Credit Agreement being true and
      correct in all material respects.

                      (c)Each funding of Loans (other than any Borrowing of
      Tranche B-1 Term Loans) and each issuance, increase, renewal or extension
      of a Letter of Credit shall be deemed to constitute a representation and
      warranty by Holdings and the Borrower on the date thereof as to the
      matters specified in paragraph (a) of this Section. Each funding of
      Tranche B-1 Term Loans made after the Restatement Effective Date shall be
      deemed to constitute a representation and warranty by Holdings and the
      Borrower on the date thereof as to the matters specified in paragraph (b)
      of this Section.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

                  Section 5.01 Financial Statements and Other Information.
Holdings and the Borrower will furnish to the Administrative Agent and each
Lender:

                  (a) no later than the earlier of (i) 10 days after the date
            that Holdings is required to file a report on Form 10-K with the
            Securities and Exchange Commission in compliance with the reporting
            requirements of Section 13 or 15(d) of the Securities Exchange Act
            of 1934, as amended (whether or not Holdings is so subject to such
            reporting requirements), and (ii) 100 days after the end of each
            fiscal year of Holdings, Holdings audited consolidated balance sheet
            and related statements of operations, stockholders' equity and cash
            flows as of the end of and for such year, setting forth in each case
            in comparative form the figures for the previous fiscal year, all
            reported on by KPMG LLP or other independent public accountants of
            recognized national standing (without a "going concern" or like
            qualification or exception and without any qualification or
            exception as to the scope of such audit or other material
            qualification or exception) to the effect that such consolidated
            financial statements present fairly in all material respects the
            financial condition and results of operations of Holdings and its
            consolidated Subsidiaries on a consolidated basis in accordance with
            GAAP consistently applied;

                  (b) no later than the earlier of (i) 10 days after the date
            that Holdings is required to file a report on Form 10-Q with the



                                                                              58

            Securities and Exchange Commission in compliance with the reporting
            requirements of Section 13 or 15(d) of the Securities Exchange Act
            of 1934, as amended (whether or not Holdings is so subject to such
            reporting requirements), and (ii) 55 days after the end of each of
            the first three fiscal quarters of each fiscal year of Holdings,
            Holdings unaudited consolidated balance sheet and related statements
            of operations, stockholders' equity and cash flows as of the end of
            and for such fiscal quarter and the then elapsed portion of the
            fiscal year, setting forth in each case in comparative form the
            figures for the corresponding period or periods of (or, in the case
            of the balance sheet, as of the end of) the previous fiscal year,
            all certified by a Financial Officer as presenting fairly in all
            material respects the financial condition and results of operations
            of Holdings and its consolidated Subsidiaries on a consolidated
            basis in accordance with GAAP consistently applied, subject to
            normal year-end audit adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
            under clause (a) or (b) above, a certificate of a Financial Officer
            of the Borrower (i) certifying as to whether a Default has occurred
            and, if a Default has occurred, specifying the details thereof and
            any action taken or proposed to be taken with respect thereto, (ii)
            setting forth reasonably detailed calculations demonstrating
            compliance with the Financial Covenants, (iii) stating whether any
            change in GAAP or in the application thereof has occurred since the
            date of the audited financial statements referred to in Section 3.04
            and, if any such change has occurred, specifying the effect of such
            change on the financial statements accompanying such certificate,
            (iv) identifying any Subsidiary formed or acquired since the end of
            the previous fiscal quarter, (v) identifying any parcels of real
            property or improvements thereto with a value exceeding $10,000,000
            that have been acquired by any Loan Party since the end of the
            previous fiscal quarter, (vi) identifying any changes of the type
            described in Section 5.03(a) that have not been previously reported
            by the Borrower, (vii) identifying any Permitted Acquisition or
            other acquisitions of going concerns and any Investments in
            Unrestricted Subsidiaries that have been consummated since the end
            of the previous fiscal quarter, including the date on which each
            such acquisition or Investment was consummated and the consideration
            therefor, (viii) identifying any material Intellectual Property (as
            defined in the Collateral Agreement) with respect to which a notice
            is required to be delivered under the Collateral Agreement and has
            not been previously delivered, (ix) identifying any Prepayment
            Events that have occurred since the end of the previous fiscal
            quarter and setting forth a reasonably detailed calculation of the
            Net Proceeds (and, if applicable, Allocable Net Proceeds) received
            from any such Prepayment Events, (x) identifying any Designated
            Equity Proceeds received during the previous fiscal quarter and any
            application of Designated Equity Proceeds during the previous fiscal
            quarter to Designated Equity Proceeds Uses and (xi) identifying any
            change in the locations at which equipment and inventory, in each
            case with a value in excess of $10,000,000, are located, if not
            owned by a Loan Party;

                  (d) concurrently with any delivery of financial statements
            under clause (a) above, a certificate of the accounting firm that
            reported on such financial statements stating whether they obtained
            knowledge during the course of their examination of such financial
            statements of any Default (which certificate may be limited to the
            extent required by accounting rules, guidelines or practice);

                  (e) within 30 days after the commencement of each fiscal year
            of the Borrower, a detailed consolidated budget for such fiscal year
            (broken down by month and including a projected consolidated balance
            sheet and related statements of projected operations and cash flow
            as of the end of and for such fiscal year and setting forth the
            assumptions used for purposes of preparing such budget) and,
            promptly when available, any significant revisions of such budget;



                                                                              59

                  (f) promptly after the same become publicly available, copies
            of all periodic and other reports, proxy statements and other
            materials filed by the Parent, Holdings, the Borrower or any
            Subsidiary with the Securities and Exchange Commission, or any
            Governmental Authority succeeding to any or all of the functions of
            said Commission, or with any national securities exchange, or
            distributed by the Parent to its shareholders generally; and

                  (g) promptly following any request therefor, such other
            information regarding the operations, business affairs and financial
            condition of the Parent, Holdings, the Borrower or any Subsidiary,
            or compliance with the terms of any Loan Document, as the
            Administrative Agent (including on behalf of any Lender) may
            reasonably request.

                  Section 5.02 Notices of Material Events. Holdings and the
Borrower will furnish to the Administrative Agent and each Lender written notice
of the following promptly after any Financial Officer or executive officer of
Holdings, the Borrower or any Subsidiary obtains knowledge thereof:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
            proceeding by or before any arbitrator or Governmental Authority
            against or affecting the Parent, Holdings, the Borrower or any
            Affiliate thereof that involves a reasonable possibility of an
            adverse determination and which, if adversely determined, could
            reasonably be expected to result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
            with any other ERISA Events that have occurred, could reasonably be
            expected to result in a Material Adverse Effect; and

                  (d) any other development that results in, or could reasonably
            be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  Section 5.03 Information Regarding Collateral. (a) The
Borrower will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's legal name, as reflected in its organization
documents, (ii) in any Loan Party's jurisdiction of organization or corporate
structure and (iii) in any Loan Party's identity, Federal Taxpayer
Identification Number or organization number, if any, assigned by the
jurisdiction of its organization. The Borrower agrees not to effect or permit
any change referred to in clauses (i) through (iii) of the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for the Agent to continue at all times following such
change to have a valid, legal and perfected security interest in all the
Collateral for the benefit of the Secured Parties. The Borrower also agrees
promptly to notify the Administrative Agent if any damage to or destruction of
Collateral that is uninsured and has a fair market value exceeding $10,000,000
occurs.

                      (b)Each year, at the time of delivery of annual financial
      statements with respect to the preceding fiscal year pursuant to clause
      (a) of Section 5.01, the Borrower shall deliver to the Administrative
      Agent a certificate of a Financial Officer and the chief legal officer of
      the Borrower (i) setting forth the information required pursuant to
      Section 2 of the Perfection Certificate or confirming that there has been
      no change in such information since the date of the Perfection Certificate
      most recently delivered or the date of the most recent certificate
      delivered pursuant to this Section and (ii)



                                                                              60

      certifying that all Uniform Commercial Code financing statements
      (including fixture filings, as applicable) or other appropriate filings,
      recordings or registrations, including all refilings, rerecordings and
      reregistrations, containing a description of the Collateral have been
      filed of record in each governmental, municipal or other appropriate
      office in each jurisdiction identified pursuant to clause (i) above to the
      extent necessary to protect and perfect the security interests under the
      Collateral Agreement for a period of not less than 18 months after the
      date of such certificate (except as noted therein with respect to any
      continuation statements to be filed within such period).

                  Section 5.04 Existence; Conduct of Business. Each of Holdings
and the Borrower will, and will cause each of its Subsidiaries to, do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence and the rights, contracts, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03 or any sale of assets permitted under Section 6.05.

                  Section 5.05 Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, pay its material
Indebtedness and other material obligations, including Tax liabilities, before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and
(b) Holdings, the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP.

                  Section 5.06 Maintenance of Properties. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to, keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

                  Section 5.07 Insurance. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, maintain, with financially
sound and reputable insurance companies (a) insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.

                  Section 5.08 Casualty and Condemnation. The Borrower (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any Collateral fairly valued at more than
$10,000,000 or the commencement of any action or proceeding for the taking of
any Collateral or any material part thereof or material interest therein under
power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in
accordance with the applicable provisions of the Security Documents and this
Agreement.

                  Section 5.09 Books and Records; Inspection and Audit Rights.
Each of Holdings and the Borrower will, and will cause each of its Subsidiaries
to, keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business
and activities. Each of Holdings and the Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.



                                                                              61

                  Section 5.10 Compliance with Laws. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules, regulations, including Environmental Laws, and orders of any Governmental
Authority applicable to it, its operations or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                  Section 5.11 Use of Proceeds and Letters of Credit. The
proceeds of the Tranche B-1 Term Loans will be used only to finance a portion of
the Parent Acquisition on the Restatement Effective Date and to redeem the
Existing Notes pursuant to the Change in Control Offers on or after the
Restatement Effective Date and, in each case, to pay fees and expenses in
connection therewith. The proceeds of the Revolving Loans and Swingline Loans
will be used only for general corporate purposes of the Borrower. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X. Letters of Credit will be issued only to support
obligations of the Borrower and its Subsidiaries incurred for general corporate
purposes.

                  Section 5.12 Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Restatement Effective Date, the
Borrower will, within three Business Days after such Subsidiary is formed or
acquired, notify the Administrative Agent and the Lenders thereof and, within 10
Business Days after such Subsidiary is formed or acquired, cause the Collateral
and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it
is a Subsidiary Loan Party) and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

                  Section 5.13 Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, Mortgages and other documents), that may be
required under any applicable law, or that the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the expense of the Loan Parties;
provided, that the Collateral and Guarantee Requirement need not be satisfied
with respect to (i) real properties owned by Holdings, the Borrower or any
Subsidiary with an individual fair market value (including fixtures and
improvements) that is less than $10,000,000 and (ii) any real property held by
Holdings, the Borrower or any Subsidiary as a lessee under a lease. Holdings and
the Borrower also agree to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be created
by the Security Documents.

                      (b)If any material asset (including any real property or
      improvements thereto or any interest therein) that has an individual fair
      market value of more than $10,000,000 is acquired by the Borrower or any
      Subsidiary Loan Party after the Restatement Effective Date or owned by an
      entity at the time it becomes a Subsidiary Loan Party (in each case other
      than assets constituting Collateral under the Collateral Agreement that
      become subject to the Lien of the Collateral Agreement upon acquisition
      thereof), the Borrower will notify the Administrative Agent and the
      Lenders thereof, and, if requested by the Administrative Agent or the
      Required Lenders, the Borrower will cause such asset to be subjected to a
      Lien securing the Obligations and will take, and cause the Subsidiary Loan
      Parties to take, such actions as shall be necessary or reasonably
      requested by the Administrative Agent to grant and perfect such Liens,
      including actions described in paragraph (a) of this Section, all at the
      expense of the Loan Parties; provided, that the Collateral and Guarantee
      Requirement need not be satisfied with respect to (i) real properties
      owned by Holdings, the Borrower or any Subsidiary with an individual fair
      market value (including fixtures and improvements) that is less than
      $10,000,000, (ii) any real property



                                                                              62

      held by Holdings, the Borrower or any Subsidiary as a lessee under a lease
      and (iii) other assets with respect to which the Agent determines that the
      cost or impracticability of including such assets as Collateral would be
      excessive in relation to the benefits to the Secured Parties.

                  Section 5.14 Interest Rate Protection. As promptly as
practicable, and in any event within 90 days after the Restatement Effective
Date, the Borrower will enter into, and thereafter for a period of not less than
three years will maintain in effect, one or more interest rate protection
agreements on such terms and with such parties as shall be reasonably
satisfactory to the Administrative Agent, to the extent necessary to fix or
limit the interest cost to the Borrower with respect to at least 33% of the
Long-Term Indebtedness of Holdings and the Borrower (after taking into account
all fixed-rate Long-Term Indebtedness, with the West Allocable Share of all
Long-Term Indebtedness of Parent being deemed to be Long-Term Indebtedness of
Holdings and the Borrower solely for purposes of determining compliance with
this Section 5.14).

                  Section 5.15 Transition of Qwest Billing. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to, at all times
maintain procedures and systems permitting the receivables billing and
collection services performed for the Borrower by Qwest Corp. under the Billing
and Collection Agreement to be assumed and conducted by the Borrower or a
Subsidiary (or the Parent or a subsidiary of the Parent on behalf of the
Borrower as one of the Shared Services) substantially equivalent to (and
permitting such a transition within a timeframe no longer than that achievable
under) the procedures and systems currently in effect that were implemented
pursuant to Section 5.15 of the East Credit Agreement.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

                  Section 6.01 Indebtedness; Certain Equity Securities. (a)
Holdings and the Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Indebtedness or any Attributable
Debt, except:

                      (i)Indebtedness created under the Loan Documents and any
      Permitted Holdings Debt, Permitted Subordinated Indebtedness or other
      unsecured Indebtedness of the Borrower or its Subsidiaries in each case to
      the extent the Net Proceeds thereof are used to refinance Indebtedness
      created under the Loan Documents;

                      (ii) the Senior Subordinated Debt and Refinancing
      Indebtedness in respect thereof;

                      (iii) the Senior Unsecured Debt and Refinancing
      Indebtedness in respect thereof;

                      (iv) Indebtedness existing on the Original Closing Date
      and set forth in Schedule 6.01 and Refinancing Indebtedness in respect
      thereof;

                      (v)Indebtedness of the Borrower to any Subsidiary and of
      any Subsidiary to the Borrower or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or
      any Subsidiary Loan Party shall be subject to Section 6.04;



                                                                              63

                      (vi) Guarantees by the Borrower of Indebtedness of any
      Subsidiary and by any Subsidiary of Indebtedness of any other Subsidiary;
      provided that Guarantees by the Borrower or any Subsidiary Loan Party of
      Indebtedness of any Subsidiary that is not a Loan Party shall be subject
      to Section 6.04;

                      (vii) (A) Indebtedness and Attributable Debt of the
      Borrower or any Subsidiary incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets, including
      Capital Lease Obligations and any Indebtedness assumed in connection with
      the acquisition of any such assets or secured by a Lien on any such assets
      prior to the acquisition thereof, and extensions, renewals, refinancings
      and replacements of any such Indebtedness that do not increase the
      outstanding principal amount thereof (other than by an amount not greater
      than fees and expenses, including premium and defeasance costs, associated
      therewith) or result in a decreased average weighted life thereof;
      provided that (1) such Indebtedness or Attributable Debt is incurred prior
      to or within 90 days after such acquisition or the completion of such
      construction or improvement and (2) the aggregate principal amount of
      Indebtedness and Attributable Debt permitted by this clause (vii)(A) shall
      not exceed $45,000,000 at any time outstanding, and (B) Capital Lease
      Obligations and Attributable Debt in respect of the Headquarters
      Sale-Leaseback not in excess of $12,500,000 at any time outstanding;

                      (viii) Indebtedness of any Person that becomes a
      Subsidiary after the Original Closing Date; provided that (A) such
      Indebtedness exists at the time such Person becomes a Subsidiary and is
      not created in contemplation of or in connection with such Person becoming
      a Subsidiary (except to the extent such Indebtedness refinanced other
      Indebtedness to facilitate such entity becoming a Subsidiary) and (B) the
      aggregate principal amount of Indebtedness permitted by this clause (viii)
      shall not exceed $30,000,000 at any time outstanding;

                      (ix) other unsecured Indebtedness in an aggregate
      principal amount not exceeding $75,000,000 at any time outstanding;

                      (x)Third Party Interests issued by Securitization Vehicles
      in Securitizations permitted by Section 6.05, and Indebtedness represented
      by such Third Party Interests and Indebtedness consisting of Standard
      Securitization Undertakings, provided that the aggregate amount of such
      Third Party Interests shall not exceed $232,000,000 at any time
      outstanding;

                      (xi) Permitted Holdings Debt, Permitted Subordinated
      Indebtedness (and any related Permitted Subordinated Guarantee) and any
      other unsecured Indebtedness, in each case without any limitation as to
      amount so long as Holdings, the Borrower and the Subsidiaries are in
      compliance, on a pro forma basis after giving effect to the incurrence of
      such Indebtedness, with the Financial Covenants, and the Net Proceeds of
      such Indebtedness are applied to prepay Loans to the extent required by
      Section 2.11(c);

                      (xii) Permitted Holdings Debt and Permitted Subordinated
      Indebtedness (and any related Permitted Subordinated Guarantee) incurred
      to finance a Permitted Acquisition; provided that (1) such Indebtedness is
      incurred at the time of or within 90 days after consummation of such
      Permitted Acquisition and (2) the aggregate principal amount of
      Indebtedness permitted by this clause (xii) shall not exceed $300,000,000
      at any time outstanding; and

                      (xiii) Indebtedness incurred pursuant to any Put
      Financing.



                                                                              64

                      (b)Neither Holdings nor the Borrower will, nor will they
      permit any Subsidiary to, issue any preferred stock or other preferred
      Equity Interests, other than (i) Non-Cash Pay Preferred Stock of Holdings
      and (ii) Third Party Interests issued by Securitization Vehicles.

                  Section 6.02 Liens. (a) The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                        (i) Liens created under the Loan Documents;

                        (ii) Permitted Encumbrances;

                        (iii) any Lien existing on the Original Closing Date and
            set forth in Schedule 6.02 on any property or asset of the Borrower
            or any Subsidiary; provided that (A) such Lien shall not apply to
            any other property or asset of the Borrower or any Subsidiary (other
            than proceeds) and (B) such Lien shall secure only those obligations
            which it secures on the date hereof and extensions, renewals,
            refinancings and replacements thereof that do not increase the
            outstanding principal amount thereof or result in an earlier
            maturity date or decreased weighted average life thereof;

                        (iv) any Lien existing on any property or asset prior to
            the acquisition thereof by the Borrower or any Subsidiary or
            existing on any property or asset of any Person that becomes a
            Subsidiary after the Original Closing Date prior to the time such
            Person becomes a Subsidiary; provided that (A) such Lien is not
            created in contemplation of or in connection with such acquisition
            or such Person becoming a Subsidiary, as the case may be, (B) such
            Lien shall not apply to any other property or assets of the Borrower
            or any Subsidiary (other than proceeds) and (C) such Lien shall
            secure only those obligations which it secures on the date of such
            acquisition or the date such Person becomes a Subsidiary, as the
            case may be and extensions, renewals, refinancings and replacements
            thereof that do not increase the outstanding principal amount
            thereof (other than by an amount not in excess of fees and expenses,
            including premium and defeasance costs, associated therewith) or
            result in a decreased average weighted life thereof;

                        (v)Liens on fixed or capital assets acquired,
            constructed or improved by the Borrower or any Subsidiary; provided
            that (A) such Liens secure Indebtedness permitted by clause (vii) of
            Section 6.01(a), (B) such Liens and the Indebtedness secured thereby
            are incurred prior to or within 90 days after such acquisition or
            the completion of such construction or improvement, (C) the
            Indebtedness secured thereby does not exceed the cost of acquiring,
            constructing or improving such fixed or capital assets and (D) such
            Liens shall not apply to any other property or assets of the
            Borrower or any Subsidiary (other than proceeds);

                        (vi) Liens in favor of any Securitization Vehicle or any
            collateral agent on Securitization Assets transferred or purported
            to be transferred to such Securitization Vehicle in connection with
            Securitizations permitted by Section 6.05; and

                        (vii) Liens not otherwise permitted by this Section 6.02
            securing obligations other than Indebtedness and involuntary Liens
            not otherwise permitted by this Section 6.02 securing Indebtedness,
            which obligations and Indebtedness are in an aggregate amount not in
            excess of $30,000,000 at any time outstanding.



                                                                              65

                      (b)Holdings will not create, incur, assume or permit to
      exist any Lien on any property or asset now owned or hereafter acquired by
      it, or assign or sell any income or revenues (including accounts
      receivable) or rights in respect thereof, except Liens created under the
      Collateral Agreement and Permitted Encumbrances.

                  Section 6.03 Fundamental Changes. (a) Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, (i) any Subsidiary may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan
Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate
with any other Person in order to effect a Permitted Acquisition and (iv) any
Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

                      (b) The Borrower will not, and will not permit any of its
      Subsidiaries to, engage to any material extent in any business other than
      a Permitted Business.

                      (c)Holdings will not engage in any business or activity
      other than the ownership of all the outstanding shares of capital stock of
      the Borrower and activities incidental thereto. Holdings will not own or
      acquire any assets (other than shares of capital stock of the Borrower,
      cash and Permitted Investments) or incur any liabilities (other than
      liabilities under the Loan Documents, obligations of Holdings in respect
      of Permitted Holdings Debt, obligations under any employment agreement,
      stock option plans or other benefit plans for management or employees of
      Holdings, the Borrower and its Subsidiaries, liabilities imposed by law,
      including tax liabilities, and other liabilities incidental to its
      existence and permitted business and activities).

                  Section 6.04 Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, make, purchase, hold or acquire (including pursuant to any merger with any
Person that was not a wholly owned Subsidiary prior to such merger) any
Investment, except:

                  (a) the West Acquisition;

                  (b) Permitted Investments;

                  (c) Investments existing on the date hereof and set forth on
            Schedule 6.04;

                  (d) Investments by the Borrower and its Subsidiaries in Equity
            Interests in (i) Subsidiaries that are Subsidiary Loan Parties
            immediately prior to the time of such Investments and (ii) Foreign
            Subsidiaries; provided that the aggregate amount of investments by
            Loan Parties in, loans and advances by Loan Parties to, and
            Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are
            not Loan Parties (including all such investments, loans, advances
            and Guarantees existing on the Original Closing Date but excluding
            any such Investments made after the Original Closing Date with
            Designated Equity Proceeds) shall not exceed $30,000,000 at any time
            outstanding;



                                                                              66

                  (e) loans or advances made by the Borrower to any Subsidiary
            and made by any Subsidiary to the Borrower or any other Subsidiary;
            provided that (A) any such loans and advances made to a Loan Party
            shall be subordinated to the Obligations pursuant to the Affiliate
            Subordination Agreement and shall be evidenced by a promissory note
            pledged pursuant to the Collateral Agreement and (B) the amount of
            such loans and advances made by Loan Parties to Subsidiaries that
            are not Loan Parties shall be subject to the limitation set forth in
            clause (d) above;

                  (f) Guarantees constituting Indebtedness permitted by Section
            6.01; provided that (i) a Subsidiary shall not Guarantee either the
            Senior Subordinated Debt or the Senior Unsecured Debt unless (A)
            such Subsidiary also has Guaranteed the Obligations pursuant to the
            Collateral Agreement, (B) such Guarantee of the Senior Subordinated
            Debt is subordinated to such Guarantee of the Obligations on terms
            no less favorable to the Lenders than the subordination provisions
            of the Senior Subordinated Debt and (C) such Guarantee of the Senior
            Subordinated Debt and Senior Unsecured Debt provides for the release
            and termination thereof, without action by any party, upon any
            release and termination of such Guarantee of the Obligations, and
            (ii) the aggregate principal amount of Indebtedness of Subsidiaries
            that are not Loan Parties that is Guaranteed by any Loan Party shall
            be subject to the limitation set forth in clause (d) above;

                  (g) Permitted Acquisitions, provided that such Permitted
            Acquisitions shall be made (i) for consideration consisting of
            common stock of the Parent or Holdings or Non-Cash Pay Preferred
            Stock or with Designated Equity Proceeds or (ii) to the extent not
            made for such stock consideration or with Designated Equity
            Proceeds, for other consideration provided that the aggregate
            cumulative amount of such other consideration paid after the
            Original Closing Date for all such Permitted Acquisitions (including
            any Indebtedness of any acquired entity existing immediately after
            consummation of such acquisition or repaid or assumed by Holdings or
            a Subsidiary in connection therewith) shall not exceed $300,000,000
            or, if at the time of and after giving pro forma effect to any such
            Permitted Acquisition, the Pro Forma Leverage Ratio would be less
            than 5.00 to 1.00, $450,000,000;

                  (h) investments (including debt obligations and equity
            securities) received in connection with the bankruptcy or
            reorganization of, or settlement of delinquent accounts and disputes
            with, customers and suppliers, in each case in the ordinary course
            of business;

                  (i) extensions of trade credit in the ordinary course of
            business;

                  (j) Investments consisting of non-cash consideration received
            in respect of sales, transfers or other dispositions of assets to
            the extent permitted by Section 6.05;

                  (k) Swap Agreements entered into in compliance with Section
            6.07;

                  (l) loans and advances by the Borrower and any of its
            Subsidiaries to their employees or to Associated Employees in the
            ordinary course of business and for bona fide business purposes in
            an aggregate amount at any time outstanding not in excess of
            $15,000,000;

                  (m) Investments consisting of Sellers' Retained Interests in
            Securitizations permitted by Section 6.05; and

                  (n) Investments in Unrestricted Subsidiaries and any other
            Person (other than Foreign Subsidiaries) made with Designated Equity
            Proceeds or, to the extent not made with



                                                                              67

            Designated Equity Proceeds, in an aggregate amount at any time
            outstanding not in excess of $75,000,000.

                  Section 6.05 Asset Sales. The Borrower will not, and will not
permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of
any asset, including any Equity Interest owned by it and any sale of
Securitization Assets in connection with a Securitization, nor will the Borrower
permit any of it Subsidiaries to issue any additional Equity Interest in such
Subsidiary, except:

                  (a) sales of (x) inventory and (y) used, surplus, obsolete or
            worn-out equipment and Permitted Investments in the ordinary course
            of business;

                  (b) sales, transfers and dispositions to the Borrower or a
            Subsidiary; provided that any such sales, transfers or dispositions
            involving a Subsidiary that is not a Loan Party shall be made in
            compliance with Section 6.09;

                  (c) sales of receivables on substantially the same terms that
            receivables are purchased by Qwest Corp. pursuant to the Billing and
            Collection Agreement as in effect on the Original Closing Date prior
            to November 1, 2004, and thereafter as in effect on November 1,
            2004, including sales of receivables pursuant to and in accordance
            with the Billing and Collection Agreement;

                  (d) sale and leaseback transactions permitted by Section 6.06;

                  (e) Permitted Asset Swaps;

                  (f) sales, transfers and dispositions of any Equity Interests
            in any Unrestricted Subsidiary to Persons other than the Parent,
            Holdings, the Borrower or any Subsidiary;

                  (g) sales of Securitization Assets to one or more
            Securitization Vehicles in Securitizations; provided that (i) each
            such Securitization is effected on market terms as reasonably
            determined by the management of the Borrower, (ii) the aggregate
            amount of Third Party Interests in respect of all such
            Securitizations does not exceed $232,000,000 at any time
            outstanding, (iii) the proceeds to each such Securitization Vehicle
            from the issuance of Third Party Interests are applied substantially
            simultaneously with receipt thereof to the purchase from the
            Borrower or Subsidiaries of Securitization Assets and an amount
            equal to 100% of the Net Proceeds from each such Securitization is
            applied to the mandatory repayment of Term Loans in accordance with
            Section 2.11(c) and (iv) the Equity Interests and Sellers' Retained
            Interests in respect of each such Securitization Vehicle shall be
            pledged to the Collateral Agent under the Collateral Agreement;

                  (h) sales, transfers and other dispositions of assets (other
            than Equity Interests in a Subsidiary) that are not permitted by any
            other clause of this Section; provided that the aggregate cumulative
            fair market value of all assets sold, transferred or otherwise
            disposed of after the Original Closing Date in reliance upon this
            clause (h) shall not exceed $300,000,000; and

                  (i) sales, transfers and other dispositions of assets utilized
            in connection with Shared Services Assets and Operations to RHD
            Corp. or a subsidiary thereof in connection with the provision by
            RHD Corp. or such subsidiary of Shared Services;

provided that (x) all sales, transfers, leases and other dispositions permitted
hereby (other than pursuant to clauses (a)(y), (b) and (e) above) shall be made
for at least 75% cash consideration or, in the case of



                                                                              68

Permitted Investments, sales of receivables or sale and leaseback transactions,
100% cash consideration, and (y) all sales, transfers, leases and other
dispositions permitted by clauses (a) and (h) above shall be made for fair
value.

                  Section 6.06 Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of its Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred, except (a) for the Headquarters
Sale-Leaseback and any other such sale of any fixed or capital assets that is
made for cash consideration in an amount not less than the cost of such fixed or
capital asset and is consummated within 90 days after the Borrower or such
Subsidiary acquires or completes the construction of such fixed or capital asset
and (b) in each case, to the extent all Capital Lease Obligations, Attributable
Debt and Liens associated with such sale and leaseback transaction are permitted
by Section 6.01(a)(vii) and Section 6.02(a)(v) (treating the property subject
thereto as being subject to a Lien securing the related Attributable Debt, in
the case of a sale and leaseback not accounted for as a Capital Lease
Obligation).

                  Section 6.07 Swap Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a)
Swap Agreements required by Section 5.14, (b) Swap Agreements entered into in
the ordinary course of business to hedge or mitigate risks to which the Borrower
or any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries) in the conduct of its
business or the management of its liabilities, (c) Swap Agreements required by
any Securitization and (d) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.

                  Section 6.08 Restricted Payments; Certain Payments of
Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit
any Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) Holdings may declare and pay dividends with
respect to its capital stock payable solely in additional shares of its common
stock, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably
with respect to their capital stock, (iii) Holdings and the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management, employees or Associated Employees (including
former employees and former Associated Employees) of Holdings, the Borrower and
its Subsidiaries; provided that the amount thereof, taken together with any
payments or transfers of cash, assets or debt securities pursuant to clause (f)
of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) provided no
Event of Default is continuing or would result therefrom, the Borrower may pay
dividends to Holdings (x) within the 30-day period prior to any payment date for
interest on Permitted Holdings Debt and any Put Financing Indebtedness of
Holdings (contingent or otherwise) in the amount of such interest payment and
(y) at any time in such amounts as may be necessary to permit Holdings to pay
its expenses and liabilities incurred in the ordinary course (other than
payments in respect of Indebtedness or Restricted Payments), (v) provided no
Event of Default is continuing or would result therefrom, the Borrower may make
Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted
Payments to the Parent, (A) in an aggregate amount not to exceed $12,500,000
during any fiscal year of the Borrower and (B) so long as the Pro Forma RP
Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such
Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an
aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for
the immediately preceding fiscal year of the Borrower less the amount of any
other Designated Excess Cash Expenditures made with such Borrower's Portion of
Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to
make Tax Payments to



                                                                              69

the extent not disallowed by Section 6.14; provided that all Restricted Payments
made pursuant to this clause (vi) are used by the Parent or Holdings for the
purpose specified in clause (vi) within 30 days of receipt thereof, (vii)
provided that no Event of Default is continuing or would result therefrom, the
Borrower may pay dividends to Holdings, and Holdings may, in turn, pay such
dividends to the Parent to enable RHD Corp. to (A) repurchase its common stock
and (B) pay cash dividends on its common stock, in an aggregate amount for the
preceding clauses (A) and (B) during any fiscal year not to exceed, if the
Leverage Ratio (determined on a pro forma basis after giving effect to such
Restricted Payment) for the period of four consecutive fiscal quarters most
recently ended on or prior to the date of such Restricted Payment is (w) greater
than 4.00 to 1.0, 10% of Excess Cash Flow for the previous year, (x) greater
than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow
for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to
3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) less than
3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that
no Event of Default is continuing or would result therefrom, the Borrower may
from time to time pay cash dividends to Holdings and Holdings may, in turn, use
the proceeds thereof to pay cash dividends to the Parent, in each case in an
amount not in excess of the West Allocable Share of regularly scheduled cash
interest payable during the next period of 30 days on any Put Financing
Indebtedness of Parent and any Qualifying Parent Indebtedness, provided,
however, that (A) any such dividends relating to any such cash interest payment
must be paid not earlier than 30 days prior to the date when such cash interest
is required to be paid by the Parent and the proceeds must (except to the extent
prohibited by applicable subordination provisions) be applied by the Parent to
the payment of such interest when due and (B) in the case of Qualifying Parent
Indebtedness, no payment of dividends may be made pursuant to this clause (viii)
in respect of the West Allocable Share of cash interest on such Indebtedness
other than Base QPI unless the Interest Coverage Ratio (determined on a pro
forma basis after giving effect to such dividend payment) for the period of four
consecutive fiscal quarters most recently ended on or prior to the date of such
dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time
to time pay cash dividends to Holdings and Holdings may, in turn, use the
proceeds thereof to pay cash dividends to the Parent, in each case in an amount
not in excess of the amount necessary to repurchase the Existing Parent Notes
pursuant to the Change in Control Offers, (x) provided that no Event of Default
is continuing or would result therefrom, the Borrower may from time to time pay
cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof
to pay cash dividends to the Parent, in each case in an amount not in excess of
the RHD Allocable Share of regularly scheduled cash interest payable during the
next period of 30 days on the outstanding Indebtedness of RHD Corp., provided,
however, that (A) any such dividends relating to any such cash interest payment
must be paid not earlier than 30 days prior to the date when such cash interest
is required to be paid by RHD Corp. and the proceeds must (except to the extent
prohibited by applicable subordination provisions, if any) be applied by RHD
Corp. to the payment of such interest when due, (B) no payment of dividends may
be made pursuant to this clause (x) in respect of the RHD Allocable Share of
cash interest on such Indebtedness other than Base RHD Indebtedness unless the
Interest Coverage Ratio (determined on a pro forma basis after giving effect to
such dividend payment) for the period of four consecutive fiscal quarters most
recently ended on or prior to the date of such dividend payment is not less than
1.75 to 1.00 and (C) at the time of the incurrence of such Indebtedness (other
than Base RHD Indebtedness outstanding on the Restatement Effective Date), and
after giving effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25
to 1.00, and (xi) the Borrower may from time to time pay cash dividends to
Holdings and Holdings may, in turn, use the proceeds thereof to pay cash
dividends to the Parent, in each case in an amount not in excess of the proceeds
of the Tranche B-1 Term Loans made on or after the Restatement Effective Date,
provided, however, that such proceeds must be applied to consummate the Parent
Acquisition in accordance with the Merger Agreement and/or to redeem Existing
Notes pursuant to any Change in Control Offers.

                      (b)The Parent, Holdings and the Borrower will not, nor
      will they permit any Subsidiary to, make or agree to pay or make, directly
      or indirectly, any payment or other distribution



                                                                              70

      (whether in cash, securities or other property) of or in respect of
      principal of or interest on any Indebtedness, or any payment or other
      distribution (whether in cash, securities or other property), including
      any sinking fund or similar deposit, on account of the purchase,
      redemption, retirement, acquisition, cancellation or termination of any
      Indebtedness, except:

                        (i) payment of Indebtedness created under the Loan
            Documents;

                        (ii) payment of regularly scheduled interest and
            principal payments as and when due in respect of any Indebtedness
            (including any Put Financing Indebtedness), other than payments in
            respect of the Senior Subordinated Debt, Permitted Subordinated
            Indebtedness, Qualifying Parent Indebtedness, Parent Non-Cash Pay
            Debt or other subordinated Indebtedness prohibited by the
            subordination provisions thereof;

                        (iii) refinancings of Indebtedness to the extent
            permitted by Section 6.01;

                        (iv) payment of secured Indebtedness that becomes due as
            a result of the voluntary sale or transfer of the property or assets
            securing such Indebtedness;

                        (v) prepayment of Capital Lease Obligations in an
            aggregate cumulative amount from and after the Original Closing Date
            not exceeding $7,500,000;

                        (vi) Optional Repurchases of other Indebtedness
            involving cumulative expenditures in any fiscal year not in excess
            of an amount equal to the Borrower's Portion of Excess Cash Flow for
            the immediately preceding fiscal year less the amount of other
            Designated Excess Cash Expenditures made with such Borrower's
            Portion of Excess Cash Flow, provided, however, that on the date of
            each such Optional Repurchase the Pro Forma Leverage Ratio is less
            than 5.00 to 1.00;

                        (vii) Optional Repurchases of other Indebtedness
            involving expenditures in an amount not in excess of (x) that
            portion of the Net Proceeds (or Allocable Net Proceeds, as the case
            may be) from any Equity Issuance (or portion thereof) in respect of
            which the Required Percentage is 50% which is not required to be
            applied to the prepayment of Term Loans pursuant to Section 2.11(c)
            and (y) 50% of the Net Proceeds (or Allocable Net Proceeds, as the
            case may be) from any Equity Issuance (or portion thereof) in
            respect of which the Required Percentage is 0%; provided, however,
            that (I) such Optional Repurchases are effected within 180 days of
            the receipt of the Net Proceeds (or Allocable Net Proceeds) from the
            relevant Equity Issuance and (II) in the case of Optional
            Repurchases made pursuant to clause (y), the Borrower makes the
            related mandatory prepayment of Term Borrowings required by Section
            2.11(e); and

                        (viii) repurchases of the Existing Notes pursuant to the
            Change in Control Offers.

                      (c)The Parent, Holdings and the Borrower will not, and
      will not permit any Subsidiary to, furnish any funds to, make any
      Investment in, or provide other consideration to any other Person
      (including an Unrestricted Subsidiary) for purposes of enabling such
      Person to, or otherwise permit any such Person to, make any Restricted
      Payment or other payment or distribution restricted by this Section that
      could not be made directly by Holdings or the Borrower in accordance with
      the provisions of this Section.

                  Section 6.09 Transactions with Affiliates. Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, sell, lease or
otherwise transfer any property or assets to, or



                                                                              71

purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except (a)
transactions that do not involve Holdings or any of its subsidiaries that are
not Subsidiaries and are at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties; provided that such
transactions, if not in the ordinary course of business, are set forth in
writing and have been approved by a majority of the members of the Governing
Board of the Borrower having no personal stake in such transactions, and, if
such transaction involves an amount in excess of $20,000,000, has been
determined by a nationally recognized appraisal or investment banking firm to be
fair, from a financial standpoint, to the Borrower and its Subsidiaries, (b)
transactions between or among the Borrower and the Subsidiary Loan Parties not
involving any other Affiliate, (c) any Restricted Payment permitted by Section
6.08, (d) the sale of receivables on substantially the same terms that the
Borrower Receivables are purchased by Qwest Corp. pursuant to the Billing and
Collection Agreement as in effect on the Original Closing Date or on or before
November 1, 2004, and thereafter as in effect on November 1, 2004, (e) the
payment of reasonable fees to directors of Holdings or the Borrower who are not
employees of the Borrower or any of its Subsidiaries, (f) any issuance of
securities, or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock options and stock
ownership plans or similar employee benefit plans for employees or Associated
Employees of the Borrower and its Subsidiaries, which, in each case, have been
approved by the Governing Board of the Borrower, provided that any payments of
cash or transfers of debt securities or assets pursuant to this clause (f),
taken together with Restricted Payments pursuant to Section 6.08(a)(iii), shall
not exceed $15,000,000 in any fiscal year of the Borrower, (g) the existence of,
or performance by the Borrower or any of its Subsidiaries of its obligations
under the terms of, any tax sharing agreement permitted under Section 6.14 to
which it is a party as of the Original Closing Date, (h) Shared Services
Payments made to the Parent and/or RHD Corp. not less frequently than quarterly
pursuant to procedures (including procedures for allocating reimbursable costs)
approved as being fair and reasonable by a majority of the members of the
Governing Board of the Borrower, (i) transfers of assets utilized in connection
with Shared Services Assets and Operations to RHD Corp. (or a subsidiary of RHD
Corp.) in connection with the provision of Shared Services by RHD Corp. or such
subsidiary to RHD Inc. and/or Parent and their respective subsidiaries, (j)
transactions between RHD Inc. and/or its Subsidiaries, on the one hand, and the
Borrower and/or its Subsidiaries, on the other hand, for which the reimbursement
or consideration or represents an allocation on a fair and reasonable basis to
such person, provided that, such allocation represents an amount no less than
cost, (k) transactions under the Employee Cost Sharing Agreement, including
payments thereunder to the East Borrower or to the Employee Company in respect
of Associated Employees, (l) sales of Securitization Assets to Securitization
Vehicles and other transactions effected as part of Securitizations permitted by
Section 6.05 and (m) arrangements pursuant to which payments by Qwest for
advertising in directories that were committed to be made in connection with the
West Acquisition and the acquisition by the East Borrower of Qwest's directories
services business in the East Territories are allocated approximately 58% to the
Borrower and approximately 42% to the East Borrower (without regard to the
directories in which such advertising is actually placed).

                  Section 6.10 Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of Holdings,
the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets to the Secured Parties securing the Obligations,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of
the Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by any Loan Document,
Senior Subordinated Debt Document or Senior Unsecured Debt Document (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.10 (but shall apply to any extension or renewal
of, or any amendment or modification



                                                                              72

expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to any
Put Financing, any Qualifying Parent Indebtedness, any Parent Non-Cash Pay Debt,
any Permitted Holdings Debt or any indebtedness of RHD Corp., (v) clause (a) of
the foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and the proceeds thereof, (vi) clause (a) of the foregoing shall
not apply to customary provisions in leases restricting the assignment thereof,
(vii) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement related to any Indebtedness incurred by a Subsidiary
prior to the date on which such Subsidiary was acquired by Holdings (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (viii) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
related to the refinancing of Indebtedness, provided that the terms of any such
restrictions or conditions are not materially less favorable to the Lenders than
the restrictions or conditions contained in the predecessor agreements, (ix) the
foregoing shall not apply to customary restrictions contained in any documents
relating to any Securitizations, provided that such restrictions only apply to
the applicable Securitization Vehicle and its assets and (x) the foregoing shall
not apply to customary provisions in joint venture agreements.

                  Section 6.11 Change in Business. Each of Holdings and the
Borrower will not, and will not permit any Subsidiary to, engage at any time in
any business or business activity other than a Permitted Business. Without
limiting the foregoing, Holdings shall not engage in any business or conduct any
activity other than holding the capital stock of the Borrower, and activities
reasonably related thereto.

                  Section 6.12 Fiscal Year. Each of Holdings and the Borrower
shall not change its fiscal year for accounting and financial reporting purposes
to end on any date other than December 31.

                  Section 6.13 Amendment of Material Documents. (a) Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend,
modify or waive any of its rights under (i) any Senior Subordinated Debt
Document, (ii) any Senior Unsecured Debt Document, (iii) the Employee Cost
Sharing Agreement, (iv) the written agreement relating to licenses and
sublicenses of intellectual property by Parent to Borrower and the East Borrower
or (v) its certificate of incorporation, by-laws or other organizational
documents if, taken as a whole, such amendment, modification or waiver is
adverse in any material respect to the interests of the Lenders.

                      (b)Neither Holdings nor the Borrower will, nor will they
      permit the Parent or any Subsidiary to, amend, modify, waive or terminate
      any of its rights under (i) the West Acquisition Agreement or any of the
      Core Qwest Agreements, (ii) the tax sharing agreement described in Section
      6.14 or (iii) the Parent Acquisition Agreement, in the case of clauses (i)
      and (ii) above to the extent that, taken as a whole, such amendment,
      modification, waiver or termination is adverse in any material respect to
      the interests of the Lenders and in the case of clause (iii) above, in a
      manner that is material and adverse to the Lenders without the consent of
      the Administrative Agent, such consent not to be unreasonably withheld or
      delayed.

                  Section 6.14 Tax Payments. Except pursuant to a tax sharing
agreement having customary terms and conditions which has been approved by the
Arrangers (such approval not to be unreasonably withheld or delayed), Holdings
and the Borrower will not, and will not permit any Subsidiary to, (i) make
payments in respect of Applicable Taxes (whether owed by them or any other
Person) in amounts (in the aggregate for Holdings and the Subsidiaries) in
excess of those that would be



                                                                              73

payable by (or at times other than when such taxes would be payable by) Holdings
and the Subsidiaries as a separate consolidated group for tax purposes or (ii)
provide funds to the Parent or any Affiliates of the Parent (other than Holdings
and the Subsidiaries) for the payment of Applicable Taxes of members of any
consolidated tax group including the Parent or Holdings and the Subsidiaries in
amounts in excess of, or at times other than, those permitted by clause (i)
above.

                  Section 6.15 Interest Coverage Ratio. Holdings and the
Borrower will not permit the Interest Coverage Ratio as of the last day of a
fiscal quarter set forth below to be less than the ratio set forth below
opposite such date:



Fiscal Quarter Ended                    Ratio
- --------------------                    -----
                                 
March 31, 2006                      1.50 to 1.00
June 30, 2006                       1.50 to 1.00
September 30, 2006                  1.50 to 1.00
December 31, 2006                   1.50 to 1.00
March 31, 2007                      1.50 to 1.00
June 30, 2007                       1.50 to 1.00
September 30, 2007                  1.50 to 1.00
December 31, 2007                   1.50 to 1.00
March 31, 2008                      1.50 to 1.00
June 30, 2008                       1.50 to 1.00
September 30, 2008                  1.50 to 1.00
December 31, 2008                   1.50 to 1.00
March 31, 2009                      1.50 to 1.00
June 30, 2009                       1.50 to 1.00
September 30, 2009                  1.50 to 1.00
December 31, 2009                   1.50 to 1.00


                  Section 6.16 [Reserved].

                  Section 6.17 Leverage Ratio. Holdings and the Borrower will
not permit the Leverage Ratio as of the last day of a fiscal quarter set forth
below to exceed the ratio set forth opposite such date:



Fiscal Quarter Ended                     Ratio
- --------------------                     -----
                                   
March 31, 2006                        6.50 to 1.00
June 30, 2006                         6.50 to 1.00
September 30, 2006                    6.50 to 1.00
December 31, 2006                     6.00 to 1.00
March 31, 2007                        6.00 to 1.00
June 30, 2007                         6.00 to 1.00
September 30, 2007                    6.00 to 1.00
December 31, 2007                     5.50 to 1.00
March 31, 2008                        5.50 to 1.00
June 30, 2008                         5.50 to 1.00
September 30, 2008                    5.50 to 1.00
December 31, 2008                     5.00 to 1.00
March 31, 2009                        5.00 to 1.00




                                                                              74

                                   
June 30, 2009                         5.00 to 1.00
September 30, 2009                    5.00 to 1.00
December 31, 2009                     4.75 to 1.00



                  Section 6.18 Senior Secured Leverage Ratio. Holdings and the
Borrower will not permit the Senior Secured Leverage Ratio as of the last day of
a fiscal quarter set forth below to exceed the ratio set forth opposite such
date:



Fiscal Quarter Ended                      Ratio
- --------------------                      -----
                                   
March 31, 2006                        4.50 to 1.00
June 30, 2006                         4.50 to 1.00
September 30, 2006                    4.50 to 1.00
December 31, 2006                     4.50 to 1.00
March 31, 2007                        4.50 to 1.00
June 30, 2007                         4.50 to 1.00
September 30, 2007                    4.50 to 1.00
December 31, 2007                     4.00 to 1.00
March 31, 2008                        4.00 to 1.00
June 30, 2008                         4.00 to 1.00
September 30, 2008                    4.00 to 1.00
December 31, 2008                     3.75 to 1.00
March 31, 2009                        3.75 to 1.00
June 30, 2009                         3.75 to 1.00
September 30, 2009                    3.75 to 1.00
December 31, 2009                     3.50 to 1.00


                  Section 6.19 [Reserved].

                  Section 6.20 Collections, Funds and Permitted Investments.
Holdings and the Borrower (a) will at all times cause all payments in respect of
accounts receivable of the Borrower and the Subsidiaries (including but not
limited to purchase price payments under the Billing and Collection Agreement)
and all other cash payments to or for the benefit of the Borrower and the
Subsidiaries (collectively, "Receipts") to be deposited directly into bank
accounts (including lockbox accounts) in respect of which no Affiliate of the
Borrower (other than a Subsidiary Loan Party or, in the case of funds of Foreign
Subsidiaries, Foreign Subsidiaries) has any interest or claim (collectively,
"Borrower Bank Accounts") and (b) will not cause or permit Receipts to be
commingled at any time with funds owned (beneficially or otherwise) by, or
subject to claims of, any Affiliate of the Borrower other than a Subsidiary Loan
Party or, in the case of Receipts of Foreign Subsidiaries, Foreign Subsidiaries
(including without limitation, the Parent or any subsidiary of the Parent other
than the Borrower and its Subsidiaries). Holdings and the Borrower will at all
times cause all cash and Permitted Investments owned or held by Holdings, the
Borrower or any Subsidiary to be held only in Borrower Bank Accounts and in
securities accounts over which no Affiliate of the Borrower (other than a
Subsidiary Loan Party or, in the case of cash and Permitted Investments of
Foreign Subsidiaries, Foreign Subsidiaries) has any interest or claim.



                                                                              75

                  Section 6.21 Employee Outsourcing Arrangements. In the event
of any bankruptcy or insolvency of the East Borrower while the Employee Cost
Sharing Agreement is in effect, the Borrower will, unless the Required Lenders
otherwise consent, use its commercially reasonable efforts (including by
exercising such rights as are legally available to it under such agreement) to
directly employ all Associated Employees as soon as practicable.

                  Section 6.22 Parent Covenants. (a) The Parent will not engage
in any business or activity other than the ownership of outstanding shares of
capital stock of Holdings and East Holdings, the issuance and sale of its common
stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt, any Put Financing
Indebtedness and, to the extent permitted hereby, Qualifying Parent
Indebtedness, the ownership of Shared Services Assets and Operations, the
provision of Shared Services and, in each case, activities incidental thereto.
The Parent will not own or acquire any assets (other than shares of capital
stock of Holdings and East Holdings, assets constituting Shared Services Assets
and Operations, cash and Permitted Investments) or incur any liabilities (other
than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent
permitted hereby, Qualifying Parent Indebtedness, ordinary course trade
payables, employee compensation liabilities (including, without limitation,
loans and advances to employees in the ordinary course of business) and other
liabilities incurred in the ordinary course in connection with the provision of
Shared Services by the Parent or any subsidiary of the Parent, liabilities under
the Loan Documents, liabilities under the East Credit Facilities substantially
equivalent to those under Section 6.22(b), liabilities imposed by law, including
tax liabilities, and other liabilities incidental to the maintenance of its
existence and permitted activities). The Parent will not create, incur, assume
or permit to exist any Lien on any property or assets now owned or hereafter
acquired by it, other than Permitted Encumbrances. The Parent shall not in any
event incur or permit to exist any Indebtedness for borrowed money other than
(i) Parent Non-Cash Pay Debt, (ii) any Put Financing Indebtedness and (iii)
Qualifying Parent Indebtedness; provided, however, that in the case of
Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance
Conditions are satisfied at the time of any such issuance of Qualifying Parent
Indebtedness; provided, further, however, that notwithstanding any other
provision of this Agreement or any other Loan Document, it is expressly
understood and agreed that the Parent shall not be personally liable under the
Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party
agrees to look solely to the Pledged Collateral (as defined in the Parent Pledge
Agreement) for satisfaction of the Parent's obligations under the Parent Pledge
Agreement.

                      (b)In the event and on each occasion that the Parent
      receives any West Acquisition Agreement Recovery, it will, not later than
      five Business Days after receipt thereof, contribute the full amount of
      such West Acquisition Agreement Recovery to the common capital of Holdings
      (unless such amount shall have previously been contributed to the common
      capital of East Holdings pursuant to Section 6.21(b) of the East Credit
      Agreement), or utilize the full amount of such West Acquisition Agreement
      Recovery to purchase Equity Interests of Holdings (or the Equity Interests
      of East Holdings pursuant to Section 6.21(b) of the East Credit
      Agreement). Promptly after receiving the proceeds of any capital
      contribution from, or from the purchase of its Equity Interests by, the
      Parent pursuant to this paragraph, Holdings will contribute the full
      amount thereof to the common capital of the Borrower. Promptly after
      receiving payment from any East Entity with respect to the provision by
      Holdings or any of its subsidiaries of Shared Services to any East Entity,
      Parent will contribute the full amount of such payment to the common
      capital of Holdings and, if such Shared Services were performed by a
      subsidiary of Holdings, Holdings will contribute such amount to the
      Borrower.

                      (c)The Parent will ensure that any Shared Services
      Payments made by the Borrower or its Subsidiaries to the Parent represent
      only reimbursement for cash expenses actually incurred by the Parent or
      RHD Corp., as the case may be, or any of their respective subsidiaries
      (other than Holdings, RHD Inc. or any of their respective subsidiaries)
      (including accrued costs payable in cash by the Parent or RHD Corp., as
      the case may be, or any of their respective subsidiaries (other than



                                                                              76

      Holdings, RHD Inc. or any of their respective subsidiaries) within the
      30-day period after its receipt of a Shared Services Payment) that are
      directly attributable to the provision of Shared Services to the Borrower
      and its Subsidiaries or, if not directly attributable to such Shared
      Services, are not directly attributable to Shared Services provided to any
      other Persons and represent a fair and equitable allocation of such
      out-of-pocket expenses that are not so directly attributable among the
      Borrower and the Subsidiaries, on the one hand, and all other Persons, on
      the other hand, to which the Parent or RHD Corp., as the case may be, or
      any of their respective subsidiaries (other than Holdings, RHD Inc. or any
      of their respective subsidiaries) provides Shared Services (including the
      East Borrower and its subsidiaries (including "unrestricted subsidiaries"
      permitted by the East Credit Facilities) and any Unrestricted
      Subsidiaries). Shared Services Payments will not in any event include
      payments in respect of trade payables incurred in connection with the
      conduct of the Permitted Businesses of the Borrower and the Subsidiaries
      (including, for example, payables relating to printing costs, distribution
      costs, and costs of inventory, paper and other raw materials), which shall
      be incurred and paid directly by the Borrower and the Subsidiaries (it
      being understood, however, that trade payables of the Parent or RHD Corp.,
      as the case may be, or any of their respective subsidiaries (other than
      Holdings, RHD Inc. or any of their respective subsidiaries) incurred in
      the ordinary course relating to assets included in the Shared Services
      Assets and Operations or the provision of Shared Services may be incurred
      by the Parent or RHD Corp., as the case may be, or any of their respective
      subsidiaries (other than Holdings, RHD Inc. or any of their respective
      subsidiaries) and reimbursed as Shared Services Payments in accordance
      herewith). The Parent will invoice the Borrower and the Subsidiaries for
      Shared Services Payments on a periodic basis, not less frequently than
      quarterly. The Parent will from time to time provide the Administrative
      Agent with such analyses and other information regarding Shared Services
      Payments, including with respect to attributions and allocations of costs
      and expenses to the Borrower and the Subsidiaries, as the Administrative
      Agent may reasonably request.

                  Section 6.23 Designation of Unrestricted Subsidiaries. (a)
Holdings may not designate any Subsidiary as an Unrestricted Subsidiary and
Holdings may after the Original Closing Date designate any other newly formed or
acquired subsidiary as an Unrestricted Subsidiary under this Agreement (a
"Designation") only if:

                        (i) such subsidiary does not own any Equity Interests of
            any Subsidiary;

                        (ii) no Event of Default shall have occurred and be
            continuing at the time of or after giving effect to such
            Designation;

                        (iii) after giving effect to such Designation and any
            related Investment to be made in such designated subsidiary by
            Holdings or any Subsidiary (which shall in any event include any
            existing Investment in such Person at the time it is designated as
            an Unrestricted Subsidiary), (A) any such existing Investment and
            related Investment would comply with Section 6.04 and (B) Holdings
            and the Subsidiaries would be in compliance with each of the
            Financial Covenants, calculated on a pro forma basis as if such
            Designation and Investment had occurred immediately prior to the
            first day of the period of four consecutive fiscal quarters most
            recently ended; and

                        (iv) Holdings has delivered to the Administrative Agent
            (A) written notice of such Designation and (B) a certificate, dated
            the effective date of such Designation, of a Financial Officer
            stating that no Event of Default has occurred and is continuing and
            setting forth reasonably detailed calculations demonstrating pro
            forma compliance with the Financial Covenants in accordance with
            paragraph (iii) above.

                      (b)Neither Holdings nor any Subsidiary shall at any time
      (i) provide a Guarantee of any Indebtedness of any Unrestricted
      Subsidiary, (ii) be directly or indirectly liable for any



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      Indebtedness of any Unrestricted Subsidiary or (iii) be directly or
      indirectly liable for any other Indebtedness which provides that the
      holder thereof may (upon notice, lapse of time or both) declare a default
      thereon (or cause such Indebtedness or the payment thereof to be
      accelerated, payable or subject to repurchase prior to its final scheduled
      maturity) upon the occurrence of a default with respect to any other
      Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in
      the case of clause (i) or (ii) to the extent permitted under Section 6.01
      and 6.04 hereof. Each Designation shall be irrevocable, and no
      Unrestricted Subsidiary may become a Subsidiary, be merged with or into
      Holdings or any Subsidiary or liquidate into or transfer substantially all
      its assets to Holdings or any Subsidiary.

                  Section 6.24 Commingling of Accounts. Each of Holdings and the
Borrower will not, nor will it cause or permit any Subsidiary to, commingle
amounts relating to Securitization Assets sold pursuant to a Securitization with
cash or any other amounts of Holdings, the Borrower and the Subsidiaries other
than the temporary commingling of collections on and proceeds of any accounts
receivable or related assets of the Borrower and its Subsidiaries, in each case
as may be necessary to identify and sort such collections and proceeds.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
            or any reimbursement obligation in respect of any LC Disbursement
            when and as the same shall become due and payable, whether at the
            due date thereof or at a date fixed for prepayment thereof or
            otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
            any fee or any other amount (other than an amount referred to in
            clause (a) of this Article) payable under this Agreement or any
            other Loan Document, when and as the same shall become due and
            payable, and such failure shall continue unremedied for a period of
            three Business Days;

                  (c) any representation or warranty made or deemed made by or
            on behalf of the Parent, Holdings, the Borrower or any Subsidiary in
            or in connection with any Loan Document or any amendment or
            modification thereof or waiver thereunder, or in any certificate
            furnished pursuant to or in connection with any Loan Document or any
            amendment or modification thereof or waiver thereunder, shall prove
            to have been incorrect in any material respect when made or deemed
            made;

                  (d) the Parent, Holdings or the Borrower shall fail to observe
            or perform any covenant, condition or agreement contained in Section
            5.02, 5.04 (with respect to the existence of Holdings or the
            Borrower), 5.11 or in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
            covenant, condition or agreement contained in any Loan Document
            (other than those specified in clause (a), (b) or (d) of this
            Article), and such failure shall continue unremedied for a period of
            30 days after notice thereof from the Administrative Agent to the
            Borrower (which notice will promptly be given at the request of any
            Lender);

                  (f) Holdings, the Borrower or any Subsidiary shall fail to
            make any payment (whether of principal or interest and regardless of
            amount) in respect of any Material



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            Indebtedness, when and as the same shall become due and payable
            (after giving effect to any applicable grace period specified in the
            agreement or instrument governing such Indebtedness);

                  (g) any event or condition occurs that results in any Material
            Indebtedness becoming due prior to its scheduled maturity or that
            enables or permits (with or without the giving of notice, the lapse
            of time or both) the holder or holders of any Material Indebtedness
            or any trustee or agent on its or their behalf to cause any Material
            Indebtedness to become due, or to require the prepayment,
            repurchase, redemption or defeasance thereof, prior to its scheduled
            maturity; provided that this clause (g) (i) shall not apply to (A)
            secured Indebtedness that becomes due as a result of the voluntary
            sale or transfer of the property or assets securing such
            Indebtedness and (B) repurchases of the Existing Notes pursuant to
            the Change in Control Offers and (ii) shall give effect to any
            notice required or grace period provided in the agreement or
            instrument governing such relevant Material Indebtedness, but shall
            not give effect to any waiver granted by the holders of such
            relevant Material Indebtedness after the giving of such notice or
            during such applicable grace period;

                  (h) an involuntary proceeding shall be commenced or an
            involuntary petition shall be filed seeking (i) liquidation,
            reorganization or other relief in respect of Holdings, the Borrower
            or any Material Subsidiary or its debts, or of a substantial part of
            its assets, under any Federal, state or foreign bankruptcy,
            insolvency, receivership or similar law now or hereafter in effect
            or (ii) the appointment of a receiver, trustee, custodian,
            sequestrator, conservator or similar official for Holdings, the
            Borrower or any Subsidiary or for a substantial part of its assets,
            and, in any such case, such proceeding or petition shall continue
            undismissed for 60 days or an order or decree approving or ordering
            any of the foregoing shall be entered;

                  (i) Holdings, the Borrower or any Material Subsidiary shall
            (i) voluntarily commence any proceeding or file any petition seeking
            liquidation, reorganization or other relief under any Federal, state
            or foreign bankruptcy, insolvency, receivership or similar law now
            or hereafter in effect, (ii) consent to the institution of any
            proceeding or petition described in clause (h) of this Article,
            (iii) apply for or consent to the appointment of a receiver,
            trustee, custodian, sequestrator, conservator or similar official
            for Holdings, the Borrower or any Subsidiary or for a substantial
            part of its assets, (iv) file an answer admitting the material
            allegations of a petition filed against it in any such proceeding
            that would entitle the other party or parties to an order for
            relief, (v) make a general assignment for the benefit of creditors
            or (vi) take any action for the purpose of effecting any of the
            foregoing;

                  (j) one or more judgments for the payment of money in an
            aggregate amount in excess of $20,000,000 (net of amounts covered by
            insurance) shall be rendered against Holdings, the Borrower, any
            Subsidiary or any combination thereof and the same shall remain
            undischarged for a period of 30 consecutive days during which
            execution shall not be effectively stayed, or any action shall be
            legally taken by a judgment creditor to attach or levy upon any
            assets of Holdings, the Borrower or any Subsidiary to enforce any
            such judgment;

                  (k) an ERISA Event shall have occurred that, in the opinion of
            the Required Lenders, when taken together with all other ERISA
            Events that have occurred, could reasonably be expected to result in
            a Material Adverse Effect;

                  (l) any Lien purported to be created under any Security
            Document shall cease to be, or shall be asserted by any Loan Party
            not to be, a valid and perfected Lien on any Collateral having, in
            the aggregate, a value in excess of $15,000,000, with the priority
            required by the applicable Security Document, except (i) as a result
            of the sale or other disposition of the



                                                                              79

            applicable Collateral in a transaction permitted under the Loan
            Documents or (ii) as a result of the Agent's failure to maintain
            possession of any stock certificates, promissory notes or other
            instruments delivered to it under the Collateral Agreement;

                  (m) a Change in Control shall occur;

                  (n) any Guarantee under the Collateral Agreement for any
            reason shall cease to be in full force and effect (other than in
            accordance with its terms), or any Guarantor shall assert in writing
            that the Collateral Agreement or any Guarantee thereunder has ceased
            to be or is not enforceable; or

                  (o) the material breach of, or loss of rights under, any Core
            Qwest Agreement that has resulted in a material adverse effect on
            the business, operations, assets, liabilities, financial condition
            or results of operations of Holdings, the Borrower and its
            Subsidiaries, taken as a whole;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may with the
consent of the Required Lenders, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole, and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and in
case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                                    THE AGENT

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Agent as its agent and authorizes the Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Agent by the
terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank serving as the Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with Holdings, the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Agent hereunder.

                  The Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the



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Agent is required to exercise in writing as directed by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (c) except as expressly set
forth in the Loan Documents, the Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Parent, Holdings, the Borrower or any of its Subsidiaries that is communicated
to or obtained by the bank serving as Agent or any of its Affiliates in any
capacity (other than as Agent). The Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of its
own gross negligence or wilful misconduct. The Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Agent by Holdings, the Borrower or a Lender, and the Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered thereunder
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Agent.

                  The Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

                  The Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Agent. The Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Agent.

                  Subject to the appointment and acceptance of a successor to
the Agent as provided in this paragraph, the Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the
Borrower (such consent not to be unreasonably withheld or delayed and such
consent not to be required if an Event of Default under clause (a), (b), (h) or
(i) of Article VII has occurred and is continuing), to appoint a successor. If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent and Collateral Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring Agent,



                                                                              81

its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.

                  Each party hereto authorizes the Agent to enter into customary
intercreditor agreements in connection with Securitizations permitted under this
Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.01 Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                        (i) if to Holdings or the Borrower, to it at Dex Media
            West, Inc., 198 Inverness Drive West, Englewood, Colorado, 80112
            Attention of Chief Executive Officer (Telecopy No. (303) 784-1964);

                        (ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan
            and Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas
            77002, Attention of Maryann Bui (Telecopy No. (713) 750-2358), with
            a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New
            York 10017, Attention of James Stone (Telecopy No. (212) 270-0213);

                        (iii) if to the Issuing Bank or the Swingline Lender, to
            JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111
            Fannin, 10th Floor, Houston, Texas 77002, Attention of Maryann Bui
            (Telecopy No. (713) 750-2358), with a copy to JPMorgan Chase Bank,
            N.A., 270 Park Avenue, New York, New York 10017, Attention of James
            Stone (Telecopy No. (212) 270-0213); and

                        (iv) if to any other Lender, to it at its address (or
            telecopy number) set forth in its Administrative Questionnaire.

                      (b)Notices and other communications to the Lenders
      hereunder may be delivered or furnished by electronic communications
      pursuant to procedures approved by the Administrative Agent; provided that
      the foregoing shall not apply to notices pursuant to Article II unless
      otherwise agreed by the Administrative Agent and the applicable Lender.
      The Administrative Agent or the Borrower may, in its discretion, agree to
      accept notices and other communications to it hereunder by electronic
      communications pursuant to procedures approved by it; provided that
      approval of such procedures may be limited to particular notices or
      communications.

                      (c)Any party hereto may change its address or telecopy
      number for notices and other communications hereunder by notice to the
      other parties hereto. All notices and other



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      communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given on the date of
      receipt.

                  Section 9.02 Waivers; Amendments. (a) No failure or delay by
the Agent, the Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Agent, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time.

                      (b)Neither this Agreement nor any other Loan Document nor
      any provision hereof or thereof may be waived, amended or modified except,
      in the case of this Agreement, pursuant to an agreement or agreements in
      writing entered into by Holdings, the Borrower and the Required Lenders
      or, in the case of any other Loan Document, pursuant to an agreement or
      agreements in writing entered into by the Agent and the Loan Party or Loan
      Parties that are parties thereto, in each case with the consent of the
      Required Lenders; provided that no such agreement shall (i) increase the
      Commitment of any Lender without the written consent of such Lender, (ii)
      reduce the principal amount of any Loan or LC Disbursement held by any
      Lender or reduce the rate of interest thereon, or reduce any fees payable
      hereunder, without the written consent of such Lender, (iii) postpone the
      maturity of any Lender's Loan, or any scheduled date of payment of the
      principal amount of any Lender's Term Loan under Section 2.10, or the
      required date of reimbursement of any LC Disbursement held by any Lender,
      or any date for the payment of any interest or fees payable to any Lender
      hereunder, or reduce the amount of, waive or excuse any such payment, or
      postpone the scheduled date of expiration of any Commitment, without the
      written consent of such Lender, (iv) change Section 2.18(b) or Section
      2.18(c) in a manner that would alter the pro rata sharing of payments
      required thereby or change the last sentence of Section 2.08(c) in a
      manner which would alter the pro rata reduction of Commitments thereby,
      without the written consent of each Lender, (v) change any of the
      provisions of this Section or the definition of "Required Lenders" or any
      other provision of any Loan Document specifying the number or percentage
      of Lenders (or Lenders of any Class) required to waive, amend or modify
      any rights thereunder or make any determination or grant any consent
      thereunder, without the written consent of each Lender (or each Lender of
      such Class, as the case may be), (vi) release Holdings or any Subsidiary
      Loan Party from its Guarantee under the Collateral Agreement (except as
      expressly provided in the Collateral Agreement), or limit its liability in
      respect of such Guarantee, without the written consent of each Lender,
      (vii) release all or any substantial part of the Collateral from the Liens
      of the Security Documents, without the written consent of each Lender,
      (viii) change any provisions of any Loan Document in a manner that by its
      terms adversely affects the rights in respect of payments due to Lenders
      holding Loans of any Class differently than those holding Loans of any
      other Class, without the written consent of Lenders holding a majority in
      interest of the outstanding Loans and unused Commitments of each affected
      Class or (ix) limit the rights of the Tranche B Lenders or Tranche B-1
      Lenders to decline mandatory prepayments as provided in Section 2.11,
      without the written consent of Tranche B Lenders or Tranche B-1 Lenders,
      as the case may be, holding a majority of the outstanding Tranche B Loans
      or Tranche B-1 Loans, as the case may be; provided, further that (A) no
      such agreement shall amend, modify or otherwise affect the rights or
      duties of the Agent, the Issuing Bank or the Swingline Lender without the
      prior written consent of the Agent, the Issuing Bank



                                                                              83

      or the Swingline Lender, as the case may be, and (B) any waiver, amendment
      or modification of this Agreement that by its terms affects the rights or
      duties under this Agreement of the Revolving Lenders (but not the Tranche
      A Lenders, Tranche B Lenders and Tranche B-1 Lenders), the Tranche A
      Lenders (but not the Revolving Lenders, Tranche B Lenders and Tranche B-1
      Lenders), the Tranche B Lenders (but not the Revolving Lenders, Tranche A
      Lenders and Tranche B-1 Lenders) or the Tranche B-1 Lenders (but not the
      Revolving Lenders, the Tranche A Lenders and the Tranche B Lenders) may be
      effected by an agreement or agreements in writing entered into by
      Holdings, the Borrower and requisite percentage in interest of the
      affected Class of Lenders that would be required to consent thereto under
      this Section if such Class of Lenders were the only Class of Lenders
      hereunder at the time. Notwithstanding the foregoing, any provision of
      this Agreement may be amended by an agreement in writing entered into by
      Holdings, the Borrower, the Required Lenders and the Agent (and, if their
      rights or obligations are affected thereby, the Issuing Bank and the
      Swingline Lender) if (i) by the terms of such agreement the Commitment of
      each Lender not consenting to the amendment provided for therein shall
      terminate upon the effectiveness of such amendment and (ii) at the time
      such amendment becomes effective, each Lender not consenting thereto
      receives payment in full of the principal of and interest accrued on each
      Loan made by it and all other amounts owing to it or accrued for its
      account under this Agreement.

                      (b)If, in connection with any proposed change, waiver,
      discharge or termination of or to any of the provisions of this Agreement
      as contemplated by clauses (i) through (ix), inclusive, of the first
      proviso to Section 9.02(b), the consent of Lenders having Revolving
      Exposures, Term Loans and unused Commitments representing more than
      66-2/3% of the sum of the total Revolving Exposures, outstanding Term
      Loans and unused Commitments at such time is obtained but the consent of
      one or more of such other Lenders whose consent is required is not
      obtained, then the Borrower shall have the right, so long as all
      non-consenting Lenders whose individual consent is required are treated as
      described in either clause (i) or (ii) below, to either (i) replace each
      such non-consenting Lender or Lenders (or, at the option of the Borrower
      if any such Lender's consent is required with respect to less than all
      Classes of Loans (or related Commitments), to replace only the Commitments
      and/or Loans of any such non-consenting Lender that gave rise to the need
      to obtain such Lender's individual consent) with one or more assignees
      pursuant to, and with the effect of an assignment under, Section 2.19 so
      long as at the time of such replacement, each such assignee consents to
      the proposed change, waiver, discharge or termination or (ii) terminate
      such non-consenting Lender's Commitment (if such Lender's consent is
      required as a result of its Commitment) and/or repay each Class of
      outstanding Loans of such Lender that gave rise to the need to obtain such
      Lender's consent and/or cash collateralize its LC Exposure, in accordance
      with Section 2.05(j); provided (A) that, unless the Commitments that are
      terminated and Loans that are repaid pursuant to the preceding clause (ii)
      are immediately replaced in full at such time through the addition of new
      Lenders or the increase of the Commitments and/or outstanding Loans of
      existing Lenders (who in each case must specifically consent thereto),
      then in the case of any action pursuant to the preceding clause (ii),
      Lenders having Revolving Exposures, Term Loans and unused Commitments
      representing more than 66-2/3% of the sum of the total Revolving
      Exposures, outstanding Term Loans and unused Commitments at such time
      (determined after giving effect to the proposed action) shall specifically
      consent thereto and (B) any such replacement or termination transaction
      described above shall be effective on the date notice is given of the
      relevant transaction and shall have a settlement date no earlier than five
      Business Days and no later than 90 days after the relevant transaction;
      provided further that the Borrower shall not have the right to replace a
      Lender, terminate its Commitment or repay its Loans solely as a result of
      the exercise of such Lender's rights (and the withholding of any required
      consent by such Lender) pursuant to the second proviso to Section 9.02(b).

                  Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agent, the Arrangers and their Affiliates, including



                                                                              84

the reasonable fees, charges and disbursements of (a) a single transaction and
documentation counsel for the Agent and the Arrangers and (b) such other local
counsel and special counsel as may be required in the reasonable judgment of the
Agent and the Arrangers, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Agent, the Arrangers, the Issuing Bank or
any Lender, (including the fees, charges and disbursements of (a) a single
transaction and documentation counsel for the Agent, the Arrangers, the Issuing
Bank and any Lender and (b) such other local counsel and special counsel as may
be required in the reasonable judgment of the Agent and the Arrangers) in
connection with documentary taxes or the enforcement or protection of its rights
in connection with the Loan Documents, including its rights under this Section,
or in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.

                      (b)The Borrower shall indemnify the Agent, the Arrangers,
      the Issuing Bank and each Lender, and each Related Party of any of the
      foregoing Persons (each such Person being called an "Indemnitee") against,
      and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of (a) a single transaction and documentation counsel for
      any Indemnitee and (b) such other local counsel and special counsel as may
      be required in the reasonable judgment of the Agent and the Arrangers,
      incurred by or asserted against any Indemnitee arising out of, in
      connection with, or as a result of (i) the execution or delivery of any
      Loan Document or any other agreement or instrument contemplated hereby,
      the performance by the parties to the Loan Documents of their respective
      obligations thereunder or the consummation of the Transactions or any
      other transactions contemplated hereby, (ii) any Loan or Letter of Credit
      or the use of the proceeds therefrom (including any refusal by the Issuing
      Bank to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply
      with the terms of such Letter of Credit), (iii) any actual or alleged
      presence or Release of Hazardous Materials on or from any Mortgaged
      Property or any other property currently or formerly owned or operated by
      the Borrower or any of its Subsidiaries, or any Environmental Liability
      related in any way to the Borrower or any of its Subsidiaries, or (iv) any
      actual or prospective claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether based on contract, tort or any
      other theory and regardless of whether any Indemnitee is a party thereto;
      provided that such indemnity shall not, as to any Indemnitee, be available
      to the extent that such losses, claims, damages, liabilities or related
      expenses are determined by a court of competent jurisdiction by final and
      nonappealable judgment to have resulted from the gross negligence or
      wilful misconduct of such Indemnitee.

                      (c)To the extent that the Borrower fails to pay any amount
      required to be paid by it to the Agent, the Issuing Bank or the Swingline
      Lender under paragraph (a) or (b) of this Section, each Lender severally
      agrees to pay to the Agent, the Issuing Bank or the Swingline Lender, as
      the case may be, such Lender's pro rata share (determined as of the time
      that the applicable unreimbursed expense or indemnity payment is sought)
      of such unpaid amount; provided that the unreimbursed expense or
      indemnified loss, claim, damage, liability or related expense, as the case
      may be, was incurred by or asserted against the Agent, the Issuing Bank or
      the Swingline Lender in its capacity as such. For purposes hereof, a
      Lender's "pro rata share" shall be determined based upon its share of the
      sum of the total Revolving Exposures, outstanding Term Loans and unused
      Commitments at the time.



                                                                              85

                      (d)To the extent permitted by applicable law, neither
      Holdings nor the Borrower shall assert, and each hereby waives, any claim
      against any Indemnitee, on any theory of liability, for special, indirect,
      consequential or punitive damages (as opposed to direct or actual damages)
      arising out of, in connection with, or as a result of, this Agreement or
      any agreement or instrument contemplated hereby, the Transactions, any
      Loan or Letter of Credit or the use of the proceeds thereof.

                      (e) All amounts due under this Section shall be payable
      not later than 10 days after written demand therefor.

                  Section 9.04 Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
(i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

                      (b) (i) Subject to the conditions set forth in paragraph
      (b)(ii) below, any Lender may assign to one or more assignees all or a
      portion of its rights and obligations under this Agreement (including all
      or a portion of its Commitment and the Loans at the time owing to it),
      with the prior written consent (such consent not to be unreasonably
      withheld or delayed) of:

                        (A) the Borrower, provided that no consent of the
            Borrower shall be required (x) for an assignment by a Revolving
            Lender to an existing Revolving Lender or an assignment of Term
            Loans to a Lender, an Affiliate of a Lender, an Approved Fund (as
            defined below) or, (y) if an Event of Default under clause (a), (b),
            (h) or (i) of Article VII has occurred and is continuing, any other
            assignee; and

                        (B) the Administrative Agent (and, in the case of an
            assignment of all or a portion of any Lender's obligations in
            respect of its LC Exposure, the Issuing Bank), provided that no
            consent of the Administrative Agent or Issuing Bank, as the case may
            be, shall be required for an assignment of Term Loans to an assignee
            that is a Lender immediately prior to giving effect to such
            assignment, an Affiliate of a Lender or an Approved Fund.

                        (ii) Assignments shall be subject to the following
            conditions:

                        (A) except in the case of an assignment to a Lender, an
            Affiliate of a Lender or an Approved Fund or an assignment of the
            entire remaining amount of the assigning Lender's Commitment, the
            amount of the Commitment of the assigning Lender subject to each
            such assignment (determined as of the date the Assignment and
            Assumption with respect to such assignment is delivered to the
            Administrative Agent) shall not be less than $1,000,000 unless each
            of the Borrower and the Administrative Agent otherwise consent,
            provided that no such consent of the Borrower shall be required if
            an Event of Default under clause (a), (b), (h) or (i) of Article VII
            has occurred and is continuing;



                                                                              86

                        (B) each partial assignment shall be made as an
            assignment of a proportionate part of all the assigning Lender's
            rights and obligations under this Agreement, provided that this
            clause shall not be construed to prohibit the assignment of a
            proportionate part of all the assigning Lender's rights and
            obligations in respect of one Class of Commitments or Loans;

                        (C) the parties to each assignment shall execute and
            deliver to the Administrative Agent an Assignment and Assumption,
            together with a processing and recordation fee of $3,500 (it being
            understood that only a single processing and recordation fee of
            $3,500 will be payable with respect to any multiple assignments to
            or by a Lender, an Affiliate of a Lender or an Approved Fund
            pursuant to clause (ii)(A) above, each of which is individually less
            than $1,000,000, that are simultaneously consummated); and

                        (D) the assignee, if it shall not be a Lender, shall
            deliver to the Administrative Agent an Administrative Questionnaire.

                  For purposes of this Section 9.04(b), the term "Approved Fund"
has the following meaning:

                  "Approved Fund" means any Person (other than an natural
person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business
and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) any entity or an Affiliate of an entity that administers or
manages a Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

                  (iv) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time, which register shall indicate that each lender
is entitled to interest paid with respect to such Loans and LC Disbursements
(the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section



                                                                              87

and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.

                        (c)(i) Any Lender may, without the consent of, or notice
            to, the Borrower, the Administrative Agent, the Issuing Bank or the
            Swingline Lender, sell participations to one or more banks or other
            entities (a "Participant") in all or a portion of such Lender's
            rights and obligations under this Agreement (including all or a
            portion of its Commitment and the Loans owing to it); provided that
            (A) such Lender's obligations under this Agreement shall remain
            unchanged, (B) such Lender shall remain solely responsible to the
            other parties hereto for the performance of such obligations and (C)
            the Borrower, the Administrative Agent, the Issuing Bank and the
            other Lenders shall continue to deal solely and directly with such
            Lender in connection with such Lender's rights and obligations under
            this Agreement. Any agreement or instrument pursuant to which a
            Lender sells such a participation shall provide that such Lender
            shall retain the sole right to enforce this Agreement and to approve
            any amendment, modification or waiver of any provision of this
            Agreement; provided that such agreement or instrument may provide
            that such Lender will not, without the consent of the Participant,
            agree to any amendment, modification or waiver described in the
            first proviso to Section 9.02(b) that affects such Participant.
            Subject to paragraph (c)(ii) of this Section, the Borrower agrees
            that each Participant shall be entitled to the benefits of Sections
            2.15, 2.16 and 2.17 to the same extent as if it were a Lender and
            had acquired its interest by assignment pursuant to paragraph (b) of
            this Section. To the extent permitted by law, each Participant also
            shall be entitled to the benefits of Section 9.08 as though it were
            a Lender, provided such Participant agrees to be subject to Section
            2.18(c) as though it were a Lender.

                      (ii) A Participant shall not be entitled to receive any
      greater payment under Section 2.15 or 2.17 than the applicable Lender
      would have been entitled to receive with respect to the participation sold
      to such Participant, unless the sale of the participation to such
      Participant is made with the Borrower's prior written consent. A
      Participant that would be a Foreign Lender if it were a Lender shall not
      be entitled to the benefits of Section 2.17 unless the Borrower is
      notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Borrower, to comply with
      Section 2.17(e) as though it were a Lender.

                        (d)Any Lender may at any time pledge or assign a
            security interest in all or any portion of its rights under this
            Agreement to secure obligations of such Lender, including without
            limitation any pledge or assignment to secure obligations to a
            Federal Reserve Bank, and this Section shall not apply to any such
            pledge or assignment of a security interest; provided that no such
            pledge or assignment of a security interest shall release a Lender
            from any of its obligations hereunder or substitute any such pledgee
            or assignee for such Lender as a party hereto.

                  Section 9.05 Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the



                                                                              88

transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

                  Section 9.06 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when the conditions set forth in
Section 5 of the Agreement to Amend and Restate shall have been satisfied, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

                  Section 9.07 Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  Section 9.08 Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  Section 9.09 Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                      (b)Each of Holdings and the Borrower hereby irrevocably
      and unconditionally submits, for itself and its property, to the
      nonexclusive jurisdiction of the Supreme Court of the State of New York
      sitting in New York County and of the United States District Court of the
      Southern District of New York, and any appellate court from any thereof,
      in any action or proceeding arising out of or relating to any Loan
      Document, or for recognition or enforcement of any judgment, and each of
      the parties hereto hereby irrevocably and unconditionally agrees that all
      claims in respect of any such action or proceeding may be heard and
      determined in such New York State or, to the extent permitted by law, in
      such Federal court. Each of the parties hereto agrees that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law. Nothing in this Agreement or any other Loan
      Document shall affect any right that the Agent, the Issuing Bank or any
      Lender may otherwise have to bring any action or proceeding relating to
      this Agreement or any other Loan Document against Holdings, the Borrower
      or its properties in the courts of any jurisdiction.

                      (c)Each of Holdings and the Borrower hereby irrevocably
      and unconditionally waives, to the fullest extent it may legally and
      effectively do so, any objection which it may now or hereafter have to the
      laying of venue of any suit, action or proceeding arising out of or
      relating to this



                                                                              89

      Agreement or any other Loan Document in any court referred to in paragraph
      (b) of this Section. Each of the parties hereto hereby irrevocably waives,
      to the fullest extent permitted by law, the defense of an inconvenient
      forum to the maintenance of such action or proceeding in any such court.

                      (d)Each party to this Agreement irrevocably consents to
      service of process in the manner provided for notices in Section 9.01.
      Nothing in this Agreement or any other Loan Document will affect the right
      of any party to this Agreement to serve process in any other manner
      permitted by law.

                  Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  Section 9.11 Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  Section 9.12 Confidentiality. Each of the Agent, the Issuing
Bank and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (ii) any pledgee referred to in Section 9.04(d) or (iii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower. For the
purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Agent, the Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by Holdings or the
Borrower; provided that, in the case of information received from Holdings or
the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding
anything herein to the



                                                                              90

contrary or in any other written or oral understanding or agreement to which the
parties hereto are parties or by which they are bound, the parties to this
Agreement agree that (i) any obligations of confidentiality contained herein and
therein do not apply and have not applied from the commencement of discussions
between the parties to the tax treatment and tax structure of the transactions
contemplated by the Loan Documents and (ii) each party (and any employee,
representative or other agent of such party) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transactions contemplated by the Loan Documents and all materials of any
kind (including opinions or other tax analyses) that are provided to it relating
to such tax treatment and tax structure; provided that tax treatment and tax
structure shall not include the identity of any existing or future party (or any
affiliate of such party) to this Agreement or any other Loan Document and
provided further that each party recognizes that the privilege each has to
maintain, in its sole discretion, the confidentiality of a communication
relating to the transactions contemplated by the Loan Documents, including a
confidential communication with its attorney or a confidential communication
with a federally authorized tax practitioner under Section 7525 of the Code, is
not intended to be affected by the foregoing.

                  Section 9.13 Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  Section 9.14 Termination or Release. (a) At such time as the
Loans, the Borrower's obligations to reimburse the Issuing Bank pursuant to
Section 2.05(e) for LC Disbursements, all accrued interest and fees under this
Agreement, and all other obligations under the Loan Documents (other than (i)
obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable
and (ii) obligations in respect of outstanding Letters of Credit) shall have
been paid in full in cash, the Commitments have been terminated and all Letters
of Credit shall have been discharged or cash collateralized to the reasonable
satisfaction of the Agent and Issuing Bank (each of which shall have confirmed
such satisfaction by written notice to the Borrower), the Collateral shall be
released from the Liens created by the Security Documents, and the obligations
(other than those expressly stated to survive termination) of the Agent and each
Loan Party under the Security Documents shall terminate, all without delivery of
any instrument or performance of any act by any Person.

                      (b)A Subsidiary Loan Party shall automatically be released
      from its obligations under the Collateral Agreement and the security
      interests in the Collateral of such Subsidiary Loan Party shall be
      automatically released upon the consummation of any transaction permitted
      by this Agreement as a result of which such Subsidiary Loan Party ceases
      to be a Subsidiary of the Borrower.

                      (c)Upon any sale or other transfer by any Loan Party of
      any Collateral that is permitted under this Agreement to any Person that
      is not a Loan Party, or upon the effectiveness of any written consent to
      the release of the security interest granted by the Collateral Agreement
      in any Collateral pursuant to Section 9.02 of this Agreement, the security
      interest in such Collateral shall be automatically released.



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                      (d)In connection with any termination or release pursuant
      to paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent
      shall execute and deliver to any Loan Party at such Loan Party's expense
      all documents that such Loan Party shall reasonably request to evidence
      such termination or release. Any execution and delivery of documents
      pursuant to this Section 9.14 shall be without recourse to or warranty by
      the Collateral Agent or any Lender.

                  Section 9.15 USA Patriot Act. Each Lender hereby notifies the
Parent, Holdings and the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "USA Patriot Act"), it is required to obtain, verify and record information
that identifies the Parent, Holdings and the Borrower, which information
includes the name and address of the Parent, Holdings and the Borrower and other
information that will allow such Lender to identify the Parent, Holdings and the
Borrower in accordance with the USA Patriot Act.



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                            DEX MEDIA WEST, INC.,

                            By: _____________________
                                Name:
                                Title:

                            DEX MEDIA WEST LLC,

                            By: _____________________
                                Name:
                                Title:

                            DEX MEDIA, INC.,

                            By: _____________________
                                Name:
                                Title:

EX-10.4

                                                                    EXHIBIT 10.4

                         AGREEMENT TO AMEND AND RESTATE

            AGREEMENT TO AMEND AND RESTATE, dated as of December 13, 2005 (this
"Agreement"), among those lenders party to the Existing Credit Agreement
referred to below immediately prior to the Restatement Effective Date referred
to below (the "Lenders") and R.H. Donnelley Corporation, a Delaware corporation
("RHD Corp."). Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings provided such terms in the Existing
Credit Agreement referred to below.

                              W I T N E S S E T H:

            WHEREAS, Dex Media, Inc., a Delaware corporation ("Parent"), Dex
Media East, Inc., a Delaware corporation ("Holdings"), Dex Media East LLC, a
Delaware limited liability company (the "Borrower") and certain lenders are
parties to a Credit Agreement, dated as of November 8, 2002, as amended (as in
effect immediately prior to the Restatement Effective Date (as defined below),
the "Existing Credit Agreement");

            WHEREAS, Parent has entered into an Agreement and Plan of Merger,
dated as of October 3, 2005 (the "Merger Agreement"), by and among RHD Corp.,
Parent and Forward Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of RHD Corp. ("Merger Sub"), pursuant to which RHD Corp. will acquire
(the "Parent Acquisition") the Parent;

            WHEREAS, the Parent Acquisition will be effected by merging (the
"Merger") Parent with and into Merger Sub with Merger Sub being the survivor of
the Merger;

            WHEREAS, RHD Corp. intends to finance the Parent Acquisition,
related transactions and the related fees and expenses with (a) the issuance of
approximately 36.3 million new shares of common stock of RHD Corp., (b) up to
$503,000,000 from new term loans to be made available to Dex Media West LLC, a
wholly owned subsidiary of Parent, (c) up to $2,292,000,000 in cash proceeds
from the issuance by RHD Corp. (or a finance vehicle subsidiary as the initial
issuer thereof) of senior notes, and (d) up to $250,000,000 in cash proceeds
from the issuance by Parent (or a finance vehicle subsidiary as the initial
issuer thereof) of senior notes (the foregoing clauses (a) through (d), the
"Financing Transactions");

            WHEREAS, Parent, Holdings and the Borrower have requested that the
Lenders amend and restate the Existing Credit Agreement as provided in this
Agreement; and

            WHEREAS, the Lenders are willing to amend and restate the Existing
Credit Agreement on the terms and conditions set forth herein.

            NOW THEREFORE, subject to the terms and conditions of this
Agreement, the parties hereto agree as follows:

            1. The parties hereto hereby agree that on the Restatement Effective
Date the Existing Credit Agreement shall be amended and restated in the form
attached hereto as Annex I (as so amended and restated, the "Restated Credit
Agreement"). It is understood and agreed that the Restated Credit Agreement will
be dated as of the Restatement Effective Date.

            2. The Lenders hereby direct and authorize JPMorgan Chase Bank, N.A.
as Administrative Agent and Collateral Agent (together with any other Lender as
required) to effect



amendments reasonably satisfactory to JPMorgan Chase Bank, N.A. to the Loan
Documents other than the Existing Credit Agreement to give effect to the
Restated Credit Agreement, and the Lenders and the Administrative Agent hereby
acknowledge that the Parent Agreement has terminated in accordance with its
terms.

            3. This Agreement shall become effective (the "AAR Effective Date")
on the date on which the Administrative Agent shall have received a counterpart
to this Agreement, executed and delivered by RHD Corp. and the Required Lenders
under, and as defined in, the Existing Credit Agreement.

            4. The Restated Credit Agreement shall become effective on the date
on which all of the conditions specified below shall have been satisfied (the
"Restatement Effective Date"):

            (a) Loan Documents. The Administrative Agent shall have received (i)
an executed counterpart to the Restated Credit Agreement by Parent, Holdings and
the Borrower and (ii) a counterpart to any amendments or acknowledgments to the
Security Documents as the Administrative Agent deems reasonably necessary or
appropriate in order to continue to provide the benefits thereof to the Loans
and the obligations of the Loan Parties in connection therewith on the same
basis as such benefits are provided prior to the Restatement Effective Date.

            (b) Parent Acquisition. The Parent Acquisition shall have been, or
shall substantially contemporaneously be, consummated in accordance with the
Merger Agreement, and no material provision of the Merger Agreement shall have
been waived, amended, supplemented or otherwise modified in a manner that is
material and adverse to the Lenders without the consent of the Administrative
Agent.

            (c) Lien Searches. The Administrative Agent shall have received the
results of a recent Lien search in each of the jurisdictions where assets of
Parent, Holdings, the Borrower and its Subsidiaries are located (within the
meaning of the Uniform Commercial Code), and such search shall reveal no liens
on any of the assets of Parent, Holdings, the Borrower and its Subsidiaries,
except for liens permitted by Section 6.02 of the Restated Credit Agreement or
discharged on or prior to the Restatement Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

            (d) Closing Certificate. The Administrative Agent shall have
received a certificate of each Loan Party, dated the Restatement Effective Date
with appropriate insertions and attachments including the certificate of
incorporation of each Loan Party that is a corporation certified by the relevant
authority of the jurisdiction of organization of such Loan Party, and a long
form good standing certificate for each Loan Party from its jurisdiction of
organization.

            (e) Legal Opinions. The Administrative Agent shall have received the
legal opinion of Jones Day, counsel to the Borrower and its Subsidiaries,
covering such matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require.

            (f) Pledged Stock; Stock Powers; Pledged Notes. To the extent not
previously delivered, the Collateral Agent (or its agent) shall have received
(i) the certificates representing the shares of Capital Stock pledged pursuant
to the Collateral Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the Collateral Agent
pursuant to the Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.

                                      -2-


            (g) Filings, Registrations and Recordings. Each document (including
any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by the Collateral Agent to be
filed, registered or recorded in order to create or maintain in favor of the
Collateral Agent, for the benefit of the Lenders, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 6.02 of the
Restated Credit Agreement), shall have been executed and delivered (if
applicable) and be in proper form for filing, registering or recording.

            (h) Solvency Certificate. The Administrative Agent shall have
received a certificate of the chief financial officer of the Borrower certifying
as to the solvency of the Loan Parties, taken as a whole, on the Restatement
Effective Date.

            (i) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in Sections 3.02, 3.03(b), 3.18 and 3.19 of
the Restated Credit Agreement shall be true and correct in all material respects
(it being understood that, notwithstanding anything contained herein, the
Restated Credit Agreement or any other Loan Document to the contrary, no other
representations and warranties shall be made on the Restatement Effective Date).

            (j) Schedules to the Restated Credit Agreement. The Lenders shall
have received schedules to the Restated Credit Agreement in form and substance
reasonably satisfactory to it.

            5. The Lenders hereby confirm and agree that notwithstanding
anything contained in the Existing Credit Agreement to the contrary, (i) Parent
may enter into and perform its obligations under the Merger Agreement, (ii)
Parent may form and hold a subsidiary (the "Financing Subsidiary") for the
purpose of being the initial issuer of debt securities that will constitute New
Parent Notes (as defined in the Restated Credit Agreement) upon the merger of
the Financing Subsidiary with and into Parent in connection with the financing
of the Parent Acquisition and (iii) Parent or the Financing Subsidiary, as
applicable, is permitted to incur any Indebtedness created by such New Parent
Notes notwithstanding the PHD Issuance Conditions to the contrary and in
connection therewith may grant liens on the proceeds of such notes in favor of
the purchasers thereof and/or escrow agent to the extent such notes are closed
in escrow.

            6. This Agreement is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Existing Credit
Agreement or any other Loan Document.

            7. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

            8. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            9. RHD Corp. shall be a third party beneficiary of this Agreement.

                                      -3-


                            [signature page follows]

                                      -4-


            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                    R.H. DONNELLEY CORPORATION for the purposes
                                    of Section 9,

                                        By: /s/ Robert J. Bush
                                            ---------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President, General
                                                     Counsel and Corporate
                                                     Secretary

               Signature Page to the Dex East Amendment Agreement



                                        JPMORGAN CHASE BANK, N.A.,
                                        as Administrative Agent

                                        By: /s/ Peter B. Thauer
                                            -------------------------
                                            Name:  Peter B. Thauer
                                            Title: Vice President

               Signature Page to the Dex East Amendment Agreement



                                                                         ANNEX A

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

                                CREDIT AGREEMENT

                                   dated as of

                                November 8, 2002,

                 as amended and restated as of ___________, 2006

                                      among

                                DEX MEDIA, INC.,

                              DEX MEDIA EAST, INC.,

                               DEX MEDIA EAST LLC,
                                  as Borrower,

                            The Lenders Party Hereto

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

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

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

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

                      BEAR STEARNS CORPORATE LENDING INC.,
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                     GOLDMAN SACHS CREDIT PARTNERS, L.P. and
                               UBS SECURITIES LLC,
                           as Co-Documentation Agents

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

          J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS LLC,
                   as Co-Lead Arrangers and Joint Bookrunners

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



                                TABLE OF CONTENTS

                                                                                 
                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms....................................................     1
Section 1.02   Classification of Loans and Borrowings...........................    30
Section 1.03   Terms Generally..................................................    31
Section 1.04   Accounting Terms; GAAP...........................................    31

                                   ARTICLE II

                                   THE CREDITS

Section 2.01   Commitments......................................................    31
Section 2.02   Loans and Borrowings.............................................    32
Section 2.03   Requests for Borrowings..........................................    32
Section 2.04   Swingline Loans..................................................    33
Section 2.05   Letters of Credit................................................    34
Section 2.06   Funding of Borrowings............................................    34
Section 2.07   Interest Elections...............................................    34
Section 2.08   Termination and Reduction of Commitments.........................    34
Section 2.09   Repayment of Loans; Evidence of Debt.............................    34
Section 2.10   Amortization of Term Loans.......................................    34
Section 2.11   Prepayment of Loans..............................................    34
Section 2.12   Fees.............................................................    34
Section 2.13   Interest.........................................................    34
Section 2.14   Alternate Rate of Interest.......................................    34
Section 2.15   Increased Costs..................................................    34
Section 2.16   Break Funding Payments...........................................    34
Section 2.17   Taxes............................................................    34
Section 2.18   Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......    34
Section 2.19   Mitigation Obligations; Replacement of Lenders...................    34

                                ARTICLE III

                      REPRESENTATIONS AND WARRANTIES

Section 3.01   Organization; Powers.............................................    34
Section 3.02   Authorization; Enforceability....................................    34
Section 3.03   Governmental Approvals; No Conflicts.............................    34
Section 3.04   Financial Condition; No Material Adverse Change..................    34
Section 3.05   Properties.......................................................    34
Section 3.06   Litigation and Environmental Matters.............................    34
Section 3.07   Compliance with Laws and Agreements..............................    34
Section 3.08   Investment and Holding Company Status............................    34
Section 3.09   Taxes............................................................    34
Section 3.10   ERISA; Margin Regulations........................................    34
Section 3.11   Disclosure.......................................................    34





                                                                  Contents, p. 2

                                                                                 
Section 3.12   Subsidiaries.....................................................    34
Section 3.13   Insurance........................................................    34
Section 3.14   Labor Matters....................................................    34
Section 3.15   Solvency.........................................................    34
Section 3.16   Senior Indebtedness..............................................    34
Section 3.17   Parent Acquisition...............................................    34
Section 3.18   Security Documents...............................................    34
Section 3.19   Liens............................................................    34
Section 3.20   No Burdensome Restrictions.......................................    34

                                   ARTICLE IV

                                   CONDITIONS

Section 4.01   Each Credit Event................................................    34

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section 5.01   Financial Statements and Other Information.......................    34
Section 5.02   Notices of Material Events.......................................    34
Section 5.03   Information Regarding Collateral.................................    34
Section 5.04   Existence; Conduct of Business...................................    34
Section 5.05   Payment of Obligations...........................................    34
Section 5.06   Maintenance of Properties........................................    34
Section 5.07   Insurance........................................................    34
Section 5.08   Casualty and Condemnation........................................    34
Section 5.09   Books and Records; Inspection and Audit Rights...................    34
Section 5.10   Compliance with Laws.............................................    34
Section 5.11   Use of Proceeds and Letters of Credit............................    34
Section 5.12   Additional Subsidiaries..........................................    34
Section 5.13   Further Assurances...............................................    34
Section 5.14   Interest Rate Protection.........................................    34
Section 5.15   Transition of Qwest Billing......................................    34

                                   ARTICLE VI

                               NEGATIVE COVENANTS

Section 6.01   Indebtedness; Certain Equity Securities..........................    34
Section 6.02   Liens............................................................    34
Section 6.03   Fundamental Changes..............................................    34
Section 6.04   Investments, Loans, Advances, Guarantees and Acquisitions........    34
Section 6.05   Asset Sales......................................................    34
Section 6.06   Sale and Leaseback Transactions..................................    34
Section 6.07   Swap Agreements..................................................    34
Section 6.08   Restricted Payments; Certain Payments of Indebtedness............    34
Section 6.09   Transactions with Affiliates.....................................    34
Section 6.10   Restrictive Agreements...........................................    34





                                                                  Contents, p. 3

                                                                                 
Section 6.11   Change in Business...............................................    34
Section 6.12   Fiscal Year......................................................    34
Section 6.13   Amendment of Material Documents..................................    34
Section 6.14   Tax Payments.....................................................    34
Section 6.15   Interest Coverage Ratio..........................................    34
Section 6.16   [Reserved].......................................................    34
Section 6.17   Leverage Ratio...................................................    34
Section 6.18   Senior Secured Leverage Ratio....................................    34
Section 6.19   [Reserved].......................................................    34
Section 6.20   Collections, Funds and Permitted Investments.....................    34
Section 6.21   Parent Covenants.................................................    34
Section 6.22   Designation of Unrestricted Subsidiaries.........................    34
Section 6.23   Employee Outsourcing Arrangements................................    34
Section 6.24   Commingling of Accounts..........................................    34

                                   ARTICLE VII

                                EVENTS OF DEFAULT

                                  ARTICLE VIII

                                    THE AGENT

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.01   Notices..........................................................    34
Section 9.02   Waivers; Amendments..............................................    34
Section 9.03   Expenses; Indemnity; Damage Waiver...............................    34
Section 9.04   Successors and Assigns...........................................    34
Section 9.05   Survival.........................................................    34
Section 9.06   Counterparts; Integration; Effectiveness.........................    34
Section 9.07   Severability.....................................................    34
Section 9.08   Right of Setoff..................................................    34
Section 9.09   Governing Law; Jurisdiction; Consent to Service of Process.......    34
Section 9.10   WAIVER OF JURY TRIAL.............................................    34
Section 9.11   Headings.........................................................    34
Section 9.12   Confidentiality..................................................    34
Section 9.13   Interest Rate Limitation.........................................    34
Section 9.14   Termination or Release...........................................    34
Section 9.15   USA Patriot Act..................................................    34





SCHEDULES:
- ----------
                        
Schedule 2.01     --       Commitments
Schedule 3.03     --       Governmental Approvals; No Conflicts
Schedule 3.05     --       Properties




                                                                  Contents, p. 4

                        
Schedule 3.06     --       Disclosed Matters
Schedule 3.12     --       Subsidiaries
Schedule 3.13     --       Insurance
Schedule 6.01     --       Existing Indebtedness
Schedule 6.02     --       Existing Liens
Schedule 6.04     --       Existing Investments
Schedule 6.10     --       Existing Restrictions





EXHIBITS:
- ---------
                
Exhibit A      --  Form of Assignment and Assumption
Exhibit B      --  Form of Guarantee and Collateral Agreement
Exhibit C      --  Form of Affiliate Subordination Agreement
Exhibit D      --  Form of Parent Pledge Agreement




            CREDIT AGREEMENT dated as of November 8, 2002, as amended and
restated as of ____________, 2006 (this "Agreement"), among DEX MEDIA, INC., a
Delaware corporation, DEX MEDIA EAST, INC., a Delaware corporation, DEX MEDIA
EAST LLC, a Delaware limited liability company, the LENDERS from time to time
party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent and
collateral agent for such lenders.

            The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Affiliate Subordination Agreement" means an Affiliate Subordination
Agreement substantially in the form of Exhibit C pursuant to which intercompany
obligations and advances owed by any Loan Party are subordinated to the
Obligations.

            "Agent" means JPMorgan Chase Bank, N.A., in its capacities as
Administrative Agent and/or Collateral Agent, and each of its Affiliates and
successors acting in any such capacity. The Administrative Agent may act on
behalf of or in place of any Person included in the "Agent".

            "Agreement to Amend and Restate" means the Agreement to Amend and
Restate, dated as of December 13, 2005, among RHD Corp. (for purposes of Section
9 thereof), the Administrative Agent and the lenders party thereto.

            "Allocable Net Proceeds" means, with respect to (i) any Equity
Issuance of the Parent, 42% of the Net Proceeds of such Equity Issuance and (ii)
any Damages Event, the Net Proceeds of that portion of any liquidated damage
payment pursuant to the Non-Competition Agreement or the Publishing Agreement,
or any payments in settlement of claims relating thereto, that is calculated
with reference to, or otherwise allocable to, the purchase price paid for the
East Acquisition. For purposes of determining



                                                                               2

Allocable Net Proceeds, any costs and expenses deducted from gross proceeds
shall be allocated ratably to that portion of Net Proceeds representing
Allocable Net Proceeds and that portion not representing Allocable Net Proceeds.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus -1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

            "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the relative amounts
of the Revolving Exposures of the Revolving Lenders.

            "Applicable Rate" means, for any day (a) with respect to any Tranche
B Term Loan, 0.75% per annum, in the case of an ABR Loan, and 1.75% per annum,
in the case of a Eurodollar Loan, and (b) with respect to any ABR Loan or
Eurodollar Loan that is a Revolving Loan or a Tranche A Term Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "ABR Spread",
"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the
Leverage Ratio as of the most recent determination date:



                                    ABR          Eurodollar      Commitment Fee
       Leverage Ratio:             Spread          Spread             Rate
       ---------------             ------        ----------      --------------
                                                        
         Category 1                 0.25%            1.25%            0.375%
 greater than or equal to
        3.75 to 1.00

         Category 2                  0.0%            1.00%            0.375%
 greater than or equal to
        2.75 to 1.00
but less than 3.75 to 1.00

         Category 3                  0.0%           0.875%            0.375%
  less than 2.75 to 1.00


            For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; provided that
the Leverage Ratio shall be deemed to be greater than 3.75 to 1.00 (A) at any
time that an Event of Default has occurred and is continuing or (B) if the
Borrower fails to deliver the consolidated financial statements required to be
delivered by it pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until such consolidated financial
statements are delivered.

            "Approved Fund" has the meaning assigned to such term in Section
9.04.

            "Arrangers" means J.P. Morgan Securities Inc. and Wachovia Capital
Markets LLC.



                                                                               3

            "Asset Disposition" means (a) any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction but
excluding any sale of Securitization Assets pursuant to a Securitization) of any
property or asset of the Borrower or any Subsidiary and the receipt by the
Borrower or any Subsidiary Loan Party of any dividend or distribution from any
Unrestricted Subsidiary representing proceeds from the disposition by such
Unrestricted Subsidiary of assets outside the ordinary course of business or
from the sale of any Equity Interests in such Unrestricted Subsidiary, other
than (i) dispositions described in clauses (a), (b), (c), (d) and (e) of Section
6.05 and (ii) other dispositions and dividends or distributions resulting in
aggregate Net Proceeds not exceeding $10,000,000 during any fiscal year of the
Borrower, (b) any casualty or other insured damage to, or any taking under power
of eminent domain or by condemnation or similar proceeding of, any property or
asset of the Borrower or any Subsidiary, but only to the extent that the Net
Proceeds therefrom have not been applied to repair, restore or replace such
property or asset within 365 days after such event and (c) any transfer of
Securitization Assets in a Securitization (and any subsequent transfer of
Securitization Assets that results in any increase in the aggregate funded
amount of any Securitization over the greatest aggregate funded amount
previously outstanding thereunder), provided that a Prepayment Event shall only
exist with respect to a Securitization to the extent the aggregate funded amount
of all such Securitizations outstanding at the time of determination exceeds the
aggregate amount of prepayments of Term Loans previously made hereunder in
respect of Securitizations.

            "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Associated Employees" means employees of the Borrower or of the
Employee Company that provide substantial services to or for the benefit of the
West Borrower and its Subsidiaries and in respect of which the West Borrower
makes payments to the Borrower or the Employee Company pursuant to the Employee
Cost Sharing Agreement.

            "Attributable Debt" means, on any date, in respect of any lease of
Holdings, the Borrower or any Subsidiary entered into as part of a sale and
leaseback transaction subject to Section 6.06, (a) if such lease is a Capital
Lease Obligation, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP and (b) if
such lease is not a Capital Lease Obligation, the capitalized amount of the
remaining lease payments under such lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a Capital Lease Obligation.

            "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
ss.101 et seq.), as amended from time to time, and any successor statute.

            "Base QPI" means up to $750,000,000 of aggregate principal amount of
Qualifying Parent Indebtedness at any time outstanding.

            "Base RHD Indebtedness" means up to $2,650,000,000 of aggregate
principal amount of Indebtedness of RHD Corp. at any time outstanding.

            "Billing and Collection Agreement" means (a) prior to November 1,
2004, the Agreement for the Provision of Billing and Collection Services for
Directory Publishing Services dated as of November 8, 2002, between Qwest Corp.
and the Borrower and (b) after November 1, 2004, the Agreement for the Provision
of Billing and Collection Services for Directory Publishing Services dated as of
November 1, 2004, between Qwest Corp. and Parent.



                                                                               4

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrower" means Dex Media East LLC, a Delaware limited liability
company, all of the Equity Interests of which are owned by Holdings.

            "Borrower Receivables" means the receivables of the Borrower or its
Subsidiaries subject to purchase by Qwest Corp. pursuant to the Billing and
Collection Agreement.

            "Borrower's Portion of Excess Cash Flow" means, with respect to
Excess Cash Flow in respect of any fiscal year (a) if the Leverage Ratio as of
the end of such fiscal year is less than 5.00 to 1.00, 100% of the amount of
such Excess Cash Flow and (b) otherwise, 50% of the amount of such Excess Cash
Flow.

            "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

            "Borrowing Request" means a request by the Borrower for a Borrowing
in accordance with Section 2.03.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Expenditures" means, for any period, without duplication,
the additions to property, plant and equipment and other capital expenditures of
the Borrower and its consolidated Subsidiaries for such period, determined in
accordance with GAAP.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Change in Control" means:

            (a) the acquisition of ownership, beneficially or of record, by any
      Person other than Holdings of any Equity Interest in the Borrower;

            (b) the acquisition of ownership, beneficially or of record, by any
      Person other than the Parent of any Equity Interest in Holdings;

            (c) the acquisition of ownership, beneficially or of record, by any
      Person other than RHD Corp. of any Equity Interest in the Parent;

            (d) occupation of a majority of the seats (other than vacant seats)
      on the Governing Board of the Parent or Holdings by Persons who were
      neither (i) nominated by the Governing Board of the Parent or Holdings or
      (ii) appointed by Persons so nominated;



                                                                               5

            (e) the occurrence of a "Change of Control", as defined in the
      Senior Subordinated Debt Documents (but excluding any such Change of
      Control thereunder in connection with the consummation of the Parent
      Acquisition); or

            (f) the occurrence of a "Change of Control", as defined in the
      Senior Unsecured Debt Documents (but excluding any such Change of Control
      thereunder in connection with the consummation of the Parent Acquisition).

            "Change in Control Offers" means, in connection with or as a result
of the Parent Acquisition, the respective requirements of (a) Parent to offer to
repurchase the Existing Parent Notes and (b) the Borrower to offer to repurchase
the Senior Unsecured Notes and the Senior Subordinated Notes, in each case at a
premium to the outstanding principal amount thereof.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche A Term Loans, Tranche B Term Loans or Swingline Loans.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral" means any and all "Collateral", as defined in any
Security Document, including any and all "Pledged Collateral" as defined in the
Parent Pledge Agreement.

            "Collateral Agent" means JPMorgan Chase Bank, N.A., in its capacity
as collateral agent for the Secured Parties.

            "Collateral Agreement" means the Guarantee and Collateral Agreement
among Holdings, the Borrower, the Subsidiary Loan Parties and the Agent,
substantially in the form of Exhibit B.

            "Collateral and Guarantee Requirement" means the requirement that:

            (a) the Agent shall have received from each Loan Party either (i) a
      counterpart of the Collateral Agreement duly executed and delivered on
      behalf of such Loan Party or (ii) in the case of any Person that becomes a
      Loan Party after the Restatement Effective Date, a supplement to the
      Collateral Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Loan Party;

            (b) all outstanding Equity Interests of the Borrower and each
      Subsidiary owned by or on behalf of any Loan Party shall have been pledged
      pursuant to the Collateral Agreement (except that the Loan Parties shall
      not be required to pledge more than 65% of the outstanding voting Equity
      Interests of any Foreign Subsidiary that is not a Loan Party) and the
      Agent shall have received all certificates or other instruments
      representing such Equity Interests, together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank;



                                                                               6

            (c) all Indebtedness of Holdings, the Borrower and each Subsidiary
      that is owing to any Loan Party shall be evidenced by a promissory note
      and shall have been pledged pursuant to the Collateral Agreement and the
      Agent shall have received all such promissory notes, together with note
      powers or other instruments of transfer with respect thereto endorsed in
      blank, and all such Indebtedness shall be subordinated to the Obligations
      pursuant to the Affiliate Subordination Agreement;

            (d) all documents and instruments, including Uniform Commercial Code
      financing statements, required by law or reasonably requested by the Agent
      to be filed, registered or recorded to create the Liens intended to be
      created by the Collateral Agreement (including any supplements thereto)
      and perfect such Liens to the extent required by, and with the priority
      required by, the Collateral Agreement, shall have been filed, registered
      or recorded or delivered to the Agent for filing, registration or
      recording;

            (e) the Agent shall have received (i) counterparts of any Mortgage
      required to be entered into after the Restatement Effective Date pursuant
      to Section 5.13 with respect to each Mortgaged Property duly executed and
      delivered by the record owner of such Mortgaged Property, (ii) a policy or
      policies of title insurance issued by a nationally recognized title
      insurance company insuring the Lien of each such Mortgage as a valid first
      Lien on the Mortgaged Property described therein, free of any other Liens
      except as expressly permitted by Section 6.02, together with such
      endorsements, coinsurance and reinsurance as the Agent or the Required
      Lenders may reasonably request, and (iii) such surveys, abstracts,
      appraisals, legal opinions and other documents as the Agent or the
      Required Lenders may reasonably request with respect to any such Mortgage
      or Mortgaged Property; and

            (f) each Loan Party shall have obtained all consents and approvals
      required to be obtained by it in connection with the execution and
      delivery of all Security Documents (or supplements thereto) to which it is
      a party, the performance of its obligations thereunder and the granting by
      it of the Liens thereunder.

            "Consolidated Cash Interest Expense" means, for any period, the
excess of (a) the sum of (i) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations) of Holdings, the Borrower and
the Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, plus (ii) any cash payments made during such period in
respect of obligations referred to in clause (b)(iii) below that were amortized
or accrued in a previous period, plus (iii) the amount of dividends paid by
Holdings during such period pursuant to Sections 6.08(a)(viii) and 6.08(a)(x),
plus (iv) to the extent not otherwise included in the interest expense of
Holdings, the Borrower and the Subsidiaries for such period, commissions,
discounts, yield, loss on sales and other fees and charges during such period in
connection with any Securitizations payable to any person other than Holdings,
the Borrower and the Subsidiaries, minus (b) the sum of (i) interest income of
Holdings, the Borrower and the Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP, plus (ii) to the extent included in
such consolidated interest expense for such period, amounts attributable to
amortization of financing costs, plus (iii) to the extent included in such
consolidated interest expense for such period, non-cash amounts attributable to
amortization of debt discounts or accrued interest payable in kind for such
period, plus (iv) to the extent included in such consolidated interest expense
for such period, amounts attributable to premiums paid, prepayment fees or
penalties related to the repayment of Indebtedness, plus (v) to the extent
included in the interest expense of Holdings, the Borrower and the Subsidiaries
for such period, any one time financing fees upon entering into any
Securitization. For purposes of the foregoing, interest expense of any Person
shall be determined after giving effect to any net payments made or received by
such Person with respect to interest rate Swap Agreements (other than early
termination payments).



                                                                               7

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges or non-cash charges for such period (provided,
however, that any cash payment or expenditure made with respect to any such
non-cash charge shall be subtracted in computing Consolidated EBITDA during the
period in which such cash payment or expenditure is made), (v) restructuring and
synergy charges incurred during the fiscal periods ending on or prior to
December 31, 2007 in connection with the Parent Acquisition in an aggregate
amount not exceeding $40,000,000 and (vi) non-recurring charges consisting of
(A) severance costs associated with a restructuring, (B) payments of customary
investment and commercial banking fees and expenses, (C) cash premiums or
penalties payable in connection with the early extinguishment of Indebtedness
and (D) costs associated with the termination of projects to develop information
technology and software, and minus (b) without duplication and to the extent
included in determining such Consolidated Net Income, any extraordinary gains
and non-cash gains for such period, all determined on a consolidated basis in
accordance with GAAP. For purposes of calculating the Leverage Ratio and the
Senior Secured Leverage Ratio as of any date, if the Borrower or any
consolidated Subsidiary has made any Permitted Acquisition or sale, transfer,
lease or other disposition outside of the ordinary course of business of a
Subsidiary or of assets constituting a business unit, in each case as permitted
by Section 6.05, during the period of four consecutive fiscal quarters (a
"Reference Period") most recently ended on or prior to such date, Consolidated
EBITDA for the such Reference Period shall be calculated after giving pro forma
effect thereto, as if such Permitted Acquisition or sale, transfer, lease or
other disposition (and any related incurrence, repayment or assumption of
Indebtedness with any new Indebtedness being deemed to be amortized over the
applicable testing period in accordance with its terms) had occurred on the
first day of such Reference Period.

            "Consolidated Net Income" means, for any period, the net income or
loss, before the effect of the payment of any dividends in respect of preferred
stock, of Holdings, the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP (adjusted to reflect any charge,
tax or expense incurred or accrued by the Parent during such period as though
such charge, tax or expense had been incurred by the Borrower, to the extent
that Holdings or the Borrower has made or would be entitled under the Loan
Documents to make and intends to make any payment or dividend to or for the
account of the Parent in respect thereof (but without duplication of any such
charge, tax or expense in respect of which West Holdings or the West Borrower
has made or intends to make a payment or dividend to or for the account of the
Parent)); provided that there shall be excluded (a) the income of any Person
(other than the Borrower or a Subsidiary Loan Party) in which any other Person
(other than the Borrower or any Subsidiary Loan Party or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of the Subsidiary Loan Parties during such period,
and (b) the income or loss of any Person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary
or the date that such Person's assets are acquired by the Borrower or any
Subsidiary.

            "Contractual Obligation" means, as to any Person, any obligation of
such Person under any provision of any security issued by such Person or of any
agreement, undertaking, contract, indenture, mortgage, deed of trust or other
instrument, document or agreement to which such Person is a party or by which it
or any of its property is bound.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.



                                                                               8

            "Core Qwest Agreements" means the Publishing Agreement and the
Non-Competition Agreement.

            "Damages Event" means the receipt by the Parent, Holdings, the
Borrower or any Affiliate of the Parent of any payment made by Qwest Corp.,
Qwest or any Affiliate thereof (i) constituting liquidated damages or other
damages paid pursuant to, or as a result of the breach or asserted breach of
obligations under, any Core Qwest Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under any Core Qwest Agreement.

            "Debt Issuance" means the incurrence by Holdings, the Borrower or
any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section
6.01(a) (other than by clause (x) thereof).

            "Default" means any event or condition that constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Designated Equity Proceeds" means (a) Equity Proceeds received by
the Parent or Holdings and (b) Equity Proceeds received by Holdings representing
Net Proceeds from the issuance of Parent Non-Cash Pay Debt, which in each case
(i) not later than the date of receipt thereof by the Parent or Holdings are
designated as such by the Parent or Holdings, as applicable, pursuant to a
notice given to the Administrative Agent specifying the amount thereof and the
Designated Equity Proceeds Uses to which such Equity Proceeds will be applied
(and the respective amounts to be applied if multiple uses are specified), which
specification shall comply with the limitations set forth in the definition of
Designated Equity Proceeds Use, and, in the case of Equity Proceeds in respect
of Non-Cash Pay Preferred Stock or representing proceeds from the issuance of
Parent Non-Cash Pay Debt, attaching the certificate of designation, indenture,
or other operative document containing the terms and conditions of such Non-Cash
Pay Preferred Stock or Parent Non-Cash Pay Debt, as the case may be, and any
purchase or subscription agreement relating to the issuance and sale thereof,
and (ii) except for Designated Equity Proceeds specified to be applied to
general working capital needs, are, within 90 days of the date of receipt
thereof (or in the case of proceeds from Parent Non-Cash Pay Debt, from the date
of receipt thereof by the Parent) applied to the Designated Equity Proceeds Uses
specified in such notice in the amounts so specified. Any Equity Proceeds that
do not satisfy the foregoing requirements will be deemed Equity Proceeds (or
Allocable Net Proceeds, as applicable) in respect of which Section 2.11(c) will
apply, and in the case of any failure to satisfy the requirement in clause (ii)
of the immediately preceding sentence, will be deemed to have been received at
the time the 90-day period referred to therein expires. Notwithstanding the
foregoing, Designated Equity Proceeds (x) may include amounts dividended by
Holdings to the Parent pursuant to Section 6.08(a)(vii) which are thereafter
reinvested by the Parent in Equity Interests of Holdings and (y) shall not in
any event include Equity Proceeds received by the Parent which constitute
"Designated Equity Proceeds" as defined in, and for purposes of, the West Credit
Facilities.

            "Designated Equity Proceeds Use" means the application of Designated
Equity Proceeds (a) to consummate a Permitted Acquisition pursuant to Section
6.04(g), (b) to make an Investment pursuant to Section 6.04(d) or Section
6.04(n), (c) to provide additional working capital to the Borrower and its
Subsidiaries or (d) to make Capital Expenditures for additions to property,
plant and equipment of the Borrower and its Subsidiaries.

            "Designated Excess Cash Expenditures" means the use of the
Borrower's Portion of Excess Cash Flow in respect of any fiscal year (i) to make
Restricted Payments pursuant to Section 6.08(a)(v)(B) or (ii) to effect Optional
Repurchases of Indebtedness pursuant to Section 6.08(b)(vi).



                                                                               9

            "Dex" means Qwest Dex, Inc., a Colorado corporation.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Domestic Subsidiary" means any Subsidiary that is organized under
the laws of the United States of America or any State thereof or the District of
Columbia.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "East Acquisition" means the acquisition by the Borrower pursuant to
the East Acquisition Agreement of all of the Equity Interests of SGN LLC, a
Delaware limited liability company, and the other transactions contemplated by
the East Acquisition Agreement and the documents related thereto. Immediately
after such acquisition of SGN LLC, the Borrower was merged with and into SGN
LLC, which changed its name to "Dex Media East LLC".

            "East Acquisition Agreement" means the Purchase Agreement dated as
of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings LLC.

            "East Acquisition Agreement Recovery" means the receipt by the
Parent, Holdings, the Borrower or any Affiliate of the Parent of any payment
made by Qwest Corp., Qwest or any Affiliate thereof (x) (i) constituting damages
paid pursuant to, or as a result of the breach or asserted breach of obligations
under, the East Acquisition Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under the East Acquisition Agreement,
except, in each case, any such receipt of a payment that constitutes a Damages
Event or (y) constituting purchase price adjustments under the East Acquisition
Agreement.

            "East Allocable Share" means, with respect to any amount, 42% of
such amount.

            "Employee Company" means a limited purpose, bankruptcy remote
limited liability company to be established, if required by the provisions of
Section 6.23 , with at least 49% of the Equity Interests of which owned by
Holdings or a wholly owned subsidiary thereof and at least 49% of the Equity
Interests of which owned by West Holdings or a wholly owned subsidiary thereof,
with the remaining Equity Interests owned by Holdings or a wholly owned
subsidiary thereof, West Holdings or a wholly owned subsidiary thereof or the
Parent, the sole business of which will be (x) to employ substantially all
management and other employees conducting and providing services to (i)
businesses conducted by the Borrower or its subsidiaries or (ii) the West
Borrower or its subsidiaries and (y) to be compensated by the Borrower and the
West Borrower, on a current cost-recovery basis, for the out-of-pocket costs and
expenses (including salaries, bonus and benefit costs) of providing such
employees for the benefit of the Borrower and the West Borrower, as the case may
be, pursuant to the Employee Cost Sharing Agreement.

            "Employee Cost Sharing Agreement" means that certain Employee Cost
Sharing Agreement, dated as of December 31, 2003, by and among Dex Media
Services LLC, Parent, the Borrower and the West Borrower.

            "Environmental Laws" means all applicable federal, state, and local
laws (including common law), regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and binding agreements
with any Governmental Authority in each case, relating to protection of the
environment, natural resources, human health and safety or the presence, Release
of, or exposure to, Hazardous Materials, or the generation, manufacture,
processing, distribution, use, treatment,



                                                                              10

storage, transport, recycling or handling of, or the arrangement for such
activities with respect to, Hazardous Materials.

            "Environmental Liability" means any liability, claim, action, suit,
judgment or order under or relating to any Environmental Law for any damages,
injunctive relief, losses, fines, penalties, fees, expenses (including
reasonable fees and expenses of attorneys and consultants) or costs, whether
contingent or otherwise, including those arising from or relating to: (a)
compliance or non-compliance with any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

            "Equipment Sale-Leaseback" means the transaction in which Qwest
Corp. will transfer ownership of certain information technology assets to a
third party and the Borrower will lease an undivided 50% interest in such
hardware from such third party.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person of whatever
nature, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.

            "Equity Issuance" means the issuance by Parent, Holdings, the
Borrower or any Subsidiary of any Equity Interests, or the receipt by Parent,
Holdings, the Borrower or any Subsidiary of any capital contribution, other than
(i) any such issuance of Equity Interests to, or receipt of any such capital
contribution from, the Parent, Holdings, the Borrower or a Subsidiary, (ii) any
such issuance of Equity Interests or any such receipt of capital contributions
to the extent the Net Proceeds therefrom constitute Designated Equity Proceeds
and (iii) any issuance of Equity Interests to, or receipt of any capital
contributions from, members of management of the Parent or its subsidiaries, in
each case, either directly or indirectly through the Parent.

            "Equity Proceeds" means the Net Proceeds received by the Parent or
Holdings from contributions to its common equity or from the issuance and sale
of its common Equity Interests or Non-Cash Pay Preferred Stock.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any



                                                                              11

Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
VII.

            "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

            (a) Consolidated Net Income for such fiscal year, adjusted to
      exclude any gains or losses attributable to Prepayment Events; plus

            (b) depreciation, amortization and other non-cash charges or losses
      deducted in determining such Consolidated Net Income for such fiscal year;
      plus

            (c) the sum of (i) the amount, if any, by which Net Working Capital
      decreased during such fiscal year plus (ii) the net amount, if any, by
      which the deferred income taxes of Holdings, the Borrower and its
      consolidated Subsidiaries increased during such fiscal year; minus

            (d) the sum of (i) any non-cash gains included in determining such
      Consolidated Net Income for such fiscal year plus (ii) the amount, if any,
      by which Net Working Capital increased during such fiscal year plus (iii)
      the net amount, if any, by which the deferred income taxes of Holdings,
      the Borrower and its consolidated Subsidiaries decreased during such
      fiscal year; minus

            (e) the sum of (i) Capital Expenditures for such fiscal year (except
      to the extent attributable to the incurrence of Capital Lease Obligations
      or otherwise financed by incurring Long-Term Indebtedness and except to
      the extent made with Net Proceeds in respect of Prepayment Events or
      Designated Equity Proceeds) plus (ii) cash consideration paid during such
      fiscal year to make acquisitions or other capital investments (other than
      Permitted Investments and except to the extent financed by incurring
      Long-Term Indebtedness); minus

            (f) the aggregate principal amount of Long-Term Indebtedness repaid
      or prepaid by Holdings, the Borrower and its consolidated Subsidiaries
      during such fiscal year, excluding (i) Indebtedness in respect of
      Revolving Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to
      Section 2.11(a), (c), (d) or (e), and (iii) repayments or prepayments of
      Long-Term Indebtedness financed by incurring other Long-Term Indebtedness;
      minus

            (g) the aggregate amount of cash dividends paid by Holdings to the
      Parent during such fiscal year pursuant to Sections 6.08(a)(vii),
      6.08(a)(viii) and 6.08(a)(x); minus

            (h) the aggregate amount of cash restructuring and synergy charges
      incurred during the fiscal periods ending on or prior to December 31, 2007
      in connection with the Parent Acquisition in an aggregate amount not
      exceeding $40,000,000.



                                                                              12

            "Excluded Capital Expenditures" means (a) Capital Expenditures of
Holdings, the Borrower and the Subsidiaries in a cumulative aggregate amount not
exceeding $40,000,000 required to be made under the East Acquisition Agreement
and any other agreements directly relating to the East Acquisition and (b)
Capital Expenditures of Holdings, the Borrower and the Subsidiaries in a
cumulative aggregate amount not exceeding $30,000,000 in respect of the IT
Upgrade Project.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.17(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.17(e).

            "Existing Notes" means the Existing Parent Notes, the Senior
Unsecured Notes and the Senior Subordinated Notes.

            "Existing Parent Discount Notes" means 9.0% Senior Discount Notes of
Parent due 2013.

            "Existing Parent Notes" means the Existing Parent Discount Notes and
the Existing Parent Senior Notes.

            "Existing Parent Senior Notes" means 8.0% Senior Notes of Parent due
2013.

            "Existing Parent Senior Notes Indenture" means the Indenture, dated
as of November 10, 2003, under which the Existing Parent Senior Notes were
issued.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Covenants" means the covenants set forth in Sections
6.15, 6.17, and 6.18.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

            "Financing Transactions" means (a) the execution, delivery and
performance by the Parent and each Loan Party of the Loan Documents to which it
is to be a party, the borrowing of Loans, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder and (b) the execution,



                                                                              13

delivery and performance by the Parent of the New Parent Note Documents to which
it is to be a party, the issuance of the New Parent Notes and the use of the
proceeds thereof.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

            "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Governing Board" means (a) the managing member or members or any
controlling committee of members of any Person, if such Person is a limited
liability company, (b) the board of directors of any Person, if such Person is a
corporation or (c) any similar governing body of any Person.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

            "Guarantors" means Holdings and the Subsidiary Loan Parties.

            "Hazardous Materials" means (i) any petroleum products or byproducts
and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde
foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other
ozone-depleting substances; or (ii) any chemical, material, substance or waste
that is prohibited, limited or regulated by or pursuant to any applicable
Environmental Law.

            "Headquarters Sale-Leaseback" means the sale and leaseback of the
Borrower's headquarters facility located at 198 Inverness Drive West, Englewood,
Colorado.

            "Holdings" means Dex Media East, Inc., a Delaware corporation, all
of the Equity Interests of which are on the Restatement Effective Date, owned by
the Parent.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such



                                                                              14

Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

            "Information Memorandum" means the Confidential Information
Memorandum dated November 2005, as modified or supplemented prior to the
Restatement Effective Date, relating to the Borrower and the Parent Acquisition.

            "Initial Base QPI" means the Qualifying Parent Indebtedness existing
on the Restatement Effective Date and the New Parent Notes.

            "Installment Date" has the meaning assigned to such term in Section
2.10(a).

            "Interest Coverage Ratio" means, on any date, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Cash Interest Expense for the period of
four consecutive fiscal quarters of the Borrower ended on such date.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.07.

            "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter if, at the time of
the relevant Borrowing, all Lenders participating therein agree to make an
interest period of such duration available), as the Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day



                                                                              15

of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

            "Investment" means purchasing, holding or acquiring (including
pursuant to any merger with any Person that was not a Wholly Owned Subsidiary
prior to such merger) any Equity Interest, evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, or making or permitting to exist any loans or advances (other
than commercially reasonable extensions of trade credit) to, guaranteeing any
obligations of, or making or permitting to exist any investment in, any other
Person, or purchasing or otherwise acquiring (in one transaction or a series of
transactions) any assets of any Person constituting a business unit. The amount,
as of any date of determination, of any Investment shall be the original cost of
such Investment (including any Indebtedness of a Person existing at the time
such Person becomes a Subsidiary in connection with any Investment and any
Indebtedness assumed in connection with any acquisition of assets), plus the
cost of all additions, as of such date, thereto and minus the amount, as of such
date, of any portion of such Investment repaid to the investor in cash or
property as a repayment of principal or a return of capital (including pursuant
to any sale or disposition of such Investment), as the case may be, but without
any other adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment. In determining the
amount of any Investment or repayment involving a transfer of any property other
than cash, such property shall be valued at its fair market value at the time of
such transfer.

            "IP License Agreement" means the Intercompany License Agreement
dated as of September 9, 2003, between the Parent, the Borrower and the West
Borrower.

            "Issuing Bank" means JPMorgan Chase Bank, N.A., in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

            "IT Upgrade Project" means the migration of the information
technology systems, software and platforms utilized by the Borrower and its
Subsidiaries in the operation of their businesses to a new platform.

            "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such
time.

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.



                                                                              16

            "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate screen (or on
any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

            "Loan Document Obligations" has the meaning assigned to such term in
the Collateral Agreement.

            "Loan Documents" means this Agreement and the Security Documents.

            "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

            "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.
For purposes of determining the Long-Term Indebtedness of Holdings, the Borrower
and the Subsidiaries, Indebtedness of Holdings, the Borrower or any Subsidiary
owed to Holdings, the Borrower or a Subsidiary shall be excluded.

            "Margin Stock" shall have the meaning assigned to such term in
Regulation U of the Board.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, prospects, assets, liabilities, financial condition or
results of operations of Holdings, the Borrower and the Subsidiaries, taken as a
whole or (b) any material rights of or benefits available to the Lenders under
any of the Loan Documents.

            "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of Holdings, the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $20,000,000. For purposes of



                                                                              17

determining Material Indebtedness, the "principal amount" of the obligations of
Holdings, the Borrower or any Subsidiary in respect of any Swap Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Holdings, the Borrower or such Subsidiary would be required to
pay if such Swap Agreement were terminated at such time.

            "Material Subsidiary" means (i) any Securitization Vehicle and (ii)
any other Subsidiary, including its subsidiaries, which meets any of the
following conditions: (a) Holdings', the Borrower's and the other Subsidiaries'
investments in and advances to such Subsidiary exceed 5% of the consolidated
total assets of Holdings and the Subsidiaries as of the end of the most recently
completed fiscal year, (b) the consolidated assets of such Subsidiary exceed 5%
of the consolidated total assets of Holdings and the Subsidiaries as of the end
of the most recently completed fiscal year or (c) the consolidated pre-tax
income from continuing operations of such Subsidiary for the most recently ended
period of four consecutive fiscal quarters exceeds 5% of the consolidated
pre-tax income from continuing operations of Holdings and the Subsidiaries for
such period.

            "Merger" has the meaning assigned to such term in the definition of
"Parent".

            "Merger Agreement" means the Agreement and Plan of Merger, dated as
of October 3, 2005, among Parent, RHD Corp. and Merger Sub.

            "Merger Sub" has the meaning assigned to such term in the definition
of "Parent".

            "Moody's" means Moody's Investors Service, Inc.

            "Mortgage" means any mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
real property and improvements thereto to secure the Obligations delivered after
the Restatement Effective Date pursuant to Section 5.13. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

            "Mortgaged Property" means each parcel of real property and
improvements thereto owned by a Loan Party with respect to which a Mortgage is
granted pursuant to Section 5.13.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any debt instrument or equity security received as non-cash proceeds,
but only as and when received, (ii) in the case of a casualty, insurance
proceeds, and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses (including underwriting discounts and commissions and
collection expenses) paid or payable by the Parent, Holdings, the Borrower and
the Subsidiaries to third parties (including Affiliates, if permitted by Section
6.09) in connection with such event, (ii) in the case of a sale, transfer or
other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by the Parent, Holdings, the Borrower and
the Subsidiaries as a result of such event to repay Indebtedness (other than
Loans) secured by such asset or otherwise subject to mandatory prepayment as a
result of such event, and (iii) the amount of all taxes paid (or reasonably
estimated to be payable) by the Parent, Holdings, the Borrower and the
Subsidiaries (provided that such amounts withheld or estimated for the payment
of taxes shall, to the extent not utilized for the payment of taxes, be deemed
to be Net Proceeds received when such nonutilization is determined), and the
amount of any reserves established by the Parent, Holdings, the Borrower and the
Subsidiaries to fund contingent



                                                                              18

liabilities reasonably estimated to be payable, in each case that are directly
attributable to such event (provided that any reversal of any such reserves will
be deemed to be Net Proceeds received at the time and in the amount of such
reversal), in each case as determined reasonably and in good faith by the chief
financial officer of the Borrower.

            "Net Working Capital" means, at any date, (a) the consolidated
current assets of Holdings, the Borrower and its consolidated Subsidiaries as of
such date (excluding cash, Permitted Investments and current deferred income
taxes) minus (b) the consolidated current liabilities of Holdings, the Borrower
and its consolidated Subsidiaries as of such date (excluding current liabilities
in respect of Indebtedness and current deferred income taxes). Net Working
Capital at any date may be a positive or negative number. Net Working Capital
increases when it becomes more positive or less negative and decreases when it
becomes less positive or more negative.

            "New Parent Note Documents" means the indenture under which the New
Parent Notes are issued and all other instruments, agreements and other
documents evidencing or governing the New Parent Notes.

            "New Parent Notes" means senior notes of Parent to be issued in
connection with the Parent Acquisition.

            "Non-Cash Pay Preferred Stock" means preferred stock or other
preferred securities or membership interests of Holdings or the Parent which (i)
are not mandatorily redeemable, in whole or part, or required to be repurchased
or reacquired, in whole or part, by (A) Holdings or the Parent (unless such
redemption is required only if and to the extent then permitted by this
Agreement) or (B) the Borrower or any Subsidiary, and which do not require any
payment of cash dividends or distributions, in each case, prior to the date that
is six months after the Tranche B Maturity Date, (ii) are not secured by any
assets of the Parent, Holdings, the Borrower or any Subsidiary, (iii) are not
guaranteed by Holdings, the Borrower or any Subsidiary and (iv) are not
exchangeable or convertible into Indebtedness of the Parent, Holdings, the
Borrower or any Subsidiary (other than Parent Non-Cash Pay Debt) or any
preferred stock or other Equity Interest (other than common equity of the Parent
or Non-Cash Pay Preferred Stock).

            "Non-Competition Agreement" means the Non-Competition and
Non-Solicitation Agreement dated as of the Original Closing Date, among the
Borrower, the West Borrower, Dex Holdings LLC, Qwest Corp., Qwest and Dex.

            "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

            "Optional Repurchase" means, with respect to any outstanding
Indebtedness, any optional or voluntary repurchase, redemption or prepayment
made in cash of such Indebtedness, the related payment in cash of accrued
interest to the date of such repurchase, redemption or prepayment on the
principal amount of such Indebtedness repurchased, redeemed or prepaid, the
payment in cash of associated premiums (whether voluntary or mandatory) on such
principal amount and the cash payment of other fees and expenses incurred in
connection with such repurchase, redemption or prepayment.

            "Original Closing Date" means November 8, 2002.

            "Original Credit Agreement" means the Credit Agreement, dated as
November 8, 2002, as amended, among Parent, Holdings, the Borrower, JPMorgan
Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as administrative agent, and
others.



                                                                              19

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

            "Parent" means Dex Media, Inc., a Delaware corporation. Immediately
upon consummation of the Parent Acquisition, Parent will be merged (the
"Merger") with and into Forward Acquisition Corp., a wholly owned Subsidiary of
RHD Corp. ("Merger Sub"), and the term "Parent" will thereafter mean the
surviving entity in the Merger, which will change its name to Dex Media, Inc.
Upon consummation of the Merger, Parent will be a wholly owned direct Subsidiary
of RHD Corp.

            "Parent Acquisition" means the acquisition of Parent by RHD Corp.
pursuant to the Merger Agreement, and the other transactions contemplated by the
Merger Agreement and the documents related thereto.

            "Parent Acquisition Effective Date" means the date upon which the
Parent Acquisition shall have been consummated pursuant to the Merger Agreement;
provided that, no material provision of the Merger Agreement shall have been
waived, amended, supplemented or otherwise modified in a manner adverse to the
Lenders without the consent of the Administrative Agent.

            "Parent Leverage Ratio" means the Consolidated Leverage Ratio (as
such term is defined in the Existing Parent Senior Notes Indenture as in effect
on the Restatement Effective Date without giving effect to any amendment or
modification thereto); provided however, that such leverage ratio shall be
computed without giving effect to the purchase method of accounting for the
purposes of this Agreement notwithstanding its computation for the purposes of
the Existing Parent Senior Notes Indenture.

            "Parent Non-Cash Pay Debt" means Indebtedness of the Parent which
(i) does not mature or amortize, and is not mandatorily redeemable, in whole or
in part, or required to be repurchased or reacquired, in whole or in part, by
the Parent (unless such redemption is required only if and to the extent then
permitted by this Agreement), and which does not require any payment of cash
interest, in each case prior to the date that is six months after the Tranche B
Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary and (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock).

            "Parent Pledge Agreement" means the Parent Pledge Agreement between
the Parent and the Agent, substantially in the form of Exhibit D.

            "Participant" has the meaning set forth in Section 9.04.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Perfection Certificate" means a certificate in the form of Exhibit
II to the Collateral Agreement or any other form approved by the Collateral
Agent.

            "Permitted Acquisitions" means any acquisition (by merger,
consolidation or otherwise) by the Borrower or a Subsidiary Loan Party of all or
substantially all the assets of, or all the Equity Interests in, a Person or
division or line of business of a Person, if (a) immediately after giving effect



                                                                              20

thereto, no Default has occurred and is continuing or would result therefrom,
(b) such acquired Person is organized under the laws of the United States of
America or any State thereof or the District of Columbia and substantially all
the business of such acquired Person or business consists of one or more
Permitted Businesses and not less than 80% of the consolidated gross operating
revenues of such acquired Person or business for the most recently ended period
of twelve months is derived from domestic operations in the United States of
America, (c) each Subsidiary resulting from such acquisition (and which survives
such acquisition) other than any Foreign Subsidiary, shall be a Subsidiary Loan
Party and at least 80% of the Equity Interests of each such Subsidiary shall be
owned directly by the Borrower and/or Subsidiary Loan Parties and shall have
been (or within 10 Business Days (or such longer period as may be acceptable to
the Agent) after such acquisition shall be) pledged pursuant to the Collateral
Agreement (subject to the limitations of the pledge of Equity Interests of
Foreign Subsidiaries set forth in the definition of "Collateral and Guarantee
Requirement"), (d) the Collateral and Guarantee Requirement shall have been (or
within 10 Business Days (or such longer period as may be acceptable to the
Agent) after such acquisition shall be) satisfied with respect to each such
Subsidiary, (e) the Borrower and the Subsidiaries are in compliance, on a pro
forma basis after giving effect to such acquisition, with the Financial
Covenants, recomputed as of the last day of the most recently ended fiscal
quarter of the Borrower for which financial statements are available, as if such
acquisition had occurred on the first day of the relevant period for testing
compliance and (f) the Borrower has delivered to the Agent an officer's
certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above,
together with all relevant financial information for the Person or assets
acquired and reasonably detailed calculations demonstrating satisfaction of the
requirement set forth in clause (e) above.

            "Permitted Asset Swap" means any transfer of properties or assets by
the Borrower or any of its Subsidiaries in which at least 90% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in a Permitted Business; provided that (a) the
aggregate fair market value (as determined in good faith by the Governing Board
of the Borrower) of the property or assets being transferred by the Borrower or
such Subsidiary is not greater than the aggregate fair market value (as
determined in good faith by the Governing Board of the Borrower) of the property
or assets received by the Borrower or such Subsidiary in such exchange and (b)
the aggregate fair market value (as determined in good faith by the Governing
Board of the Borrower) of all property or assets transferred by the Borrower and
any of its Subsidiaries in any such transfer, together with the cumulative
aggregate fair market value of property or assets transferred in all prior
Permitted Asset Swaps, does not exceed 15% of the Borrower's consolidated net
revenues for the prior fiscal year.

            "Permitted Business" means the telephone and internet directory
services businesses and businesses reasonably related, incidental or ancillary
thereto and in the case of any Securitization Vehicle, Securitizations.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.05;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      landlord's, repairmen's and other like Liens imposed by law, arising in
      the ordinary course of business and securing obligations that are not
      overdue by more than 60 days or are being contested in compliance with
      Section 5.05;

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;



                                                                              21

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business;

            (e) judgment liens in respect of judgments or attachments that do
      not constitute an Event of Default under clause (j) of Article VII; and

            (f) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that are not substantial in amount and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Holdings Debt" means Indebtedness of Holdings which (i)
does not mature, and is not subject to mandatory repurchase, redemption or
amortization (other than pursuant to customary asset sale or change in control
provisions requiring redemption or repurchase only if and to the extent then
permitted by this Agreement), in each case, prior to the date that is six months
after the Tranche B Maturity Date, (ii) is not secured by any assets of
Holdings, the Borrower or any Subsidiary, (iii) is not Guaranteed by the
Borrower or any Subsidiary, (iv) is not exchangeable or convertible into
Indebtedness of Holdings (except other Permitted Holdings Debt), the Borrower or
any Subsidiary or any preferred stock or other Equity Interest (other than
common equity or Non-Cash Pay Preferred Stock of the Parent or Holdings,
provided that any such exchange or conversion, if effected, would not result in
a Change in Control) and (v) if subordinated, is subordinated to the Obligations
pursuant to a written instrument delivered, and reasonably satisfactory, to the
Administrative Agent or on terms substantially identical to (and no less
favorable in any significant respect to the Lenders than) the subordination
terms applicable to the Senior Subordinated Debt.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing or allowing for liquidation at the original par value
      at the option of the holder within one year from the date of acquisition
      thereof;

            (b) investments in commercial paper (other than commercial paper
      issued by the Parent, Holdings, the Borrower or any of their Affiliates)
      maturing within 270 days from the date of acquisition thereof and having,
      at such date of acquisition, the highest credit rating obtainable from S&P
      or from Moody's;

            (c) investments in certificates of deposit, banker's acceptances,
      time deposits or overnight bank deposits maturing within 180 days from the
      date of acquisition thereof issued or guaranteed by or placed with, and
      money market deposit accounts issued or offered by, any domestic office of
      any commercial bank organized under the laws of the United States of
      America or any State thereof which has a combined capital and surplus and
      undivided profits of not less than $500,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above; and



                                                                              22

            (e) money market funds that (i) comply with the criteria set forth
      in Securities and Exchange Commission Rule 2a-7 under the Investment
      Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and
      (iii) have portfolio assets of at least $5,000,000,000.

            "Permitted Subordinated Indebtedness" means Indebtedness of the
Borrower which (i) does not mature, and is not subject to mandatory repurchase,
redemption or amortization (other than pursuant to customary asset sale or
change in control provisions requiring redemption or repurchase only if and to
the extent then permitted by this Agreement), in each case, prior to the date
that is six months after the Tranche B Maturity Date, (ii) is not secured by any
assets of Holdings, the Borrower or any Subsidiary, (iii) is not exchangeable or
convertible into Indebtedness of Holdings, the Borrower or any Subsidiary or any
preferred stock or other Equity Interest (other than common equity or Non-Cash
Pay Preferred Stock of the Parent or Holdings, provided that any such exchange
or conversion, if effected, would not result in a Change in Control) and (iv)
is, together with any Guarantee thereof by any Subsidiary (a "Permitted
Subordinated Guarantee"), subordinated to the Obligations pursuant to a written
instrument delivered, and reasonably satisfactory, to the Administrative Agent
or on terms substantially identical to (and no less favorable in any significant
respect to the Lenders than) the subordination terms applicable to the Senior
Subordinated Debt.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prepayment Event" means any (a) Asset Disposition, (b) Equity
Issuance, (c) Debt Issuance or (d) Damages Event.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Pro Forma Compliance" means, with respect to any event, that
Holdings and the Borrower are in pro forma compliance with the Financial
Covenants recomputed as if the event with respect to which Pro Forma Compliance
is being tested had occurred on the first day of each relevant period with
respect to which current compliance with such Financial Covenants would be
determined (for example, in the case of Financial Covenants based on
Consolidated EBITDA, as if such event had occurred on the first day of the four
fiscal quarter period ending on the last day of the most recent fiscal quarter
in respect of which financial statements have been delivered pursuant to Section
5.01(a) or (b)).

            "Pro Forma Leverage Ratio" means, on any date, the ratio of (a)
Total Indebtedness as of such date (giving effect to any incurrence or repayment
of Indebtedness on such date, including as a result of any acquisition to be
consummated on such date) to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower most recently ended on or prior to
such date (calculated by giving pro forma effect to any material acquisitions or
dispositions consummated after the commencement of such period or to be
consummated on the calculation date as if such acquisitions or dispositions had
been consummated on the first day of such period).



                                                                              23

            "Pro Forma RP Coverage Ratio" means, on the date of any Restricted
Payment proposed to be made pursuant to Section 6.08(a)(v)(B), the ratio of (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date minus the amount of such proposed
Restricted Payment and any other Restricted Payments made during such period
pursuant to Section 6.08(a)(v) to (b) Consolidated Cash Interest Expense for
such period.

            "Publishing Agreement" means the Publishing Agreement dated as of
the Original Closing Date among Dex Holdings LLC, the Borrower, the West
Borrower and Qwest Corp.

            "Put Financing" means the financing required to fund any purchases
of Existing Notes required to be made by the Parent or the Borrower, as the case
may be, pursuant to the Change in Control Offers.

            "Put Financing Indebtedness" means Indebtedness incurred pursuant to
any Put Financing.

            "Qualifying Parent Indebtedness" means Indebtedness of the Parent,
other than Parent Non-Cash Pay Debt and any Put Financing, which (i) does not
mature or amortize, and is not mandatorily redeemable, in whole or part, or
required to be repurchased or reacquired, in whole or part (unless such
redemption is required only if and to the extent then permitted by this
Agreement), in each case prior to the date that is six months after the Tranche
B Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary, (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock) and (v) is issued solely for cash consideration and bears interest (which
may be payable in cash) at a fixed rate which represents a market rate of
interest for such Qualifying Parent Indebtedness at the time of its issuance.

            "QPI Issuance Conditions" means, with respect to any issuance of
Qualifying Parent Indebtedness, other than Initial Base QPI, the following
conditions:

            (a) at the time of such issuance, and after giving effect thereto,
      (i) no Default shall have occurred and be continuing, (ii) Holdings and
      the Borrower shall be in Pro Forma Compliance and (iii) Parent Leverage
      Ratio shall not exceed 6.50 to 1.0; and

            (b) at the time of such issuance, the Agent shall have received (i)
      copies of all indentures and other instruments evidencing or governing
      such Qualifying Parent Indebtedness, in each case certified by an
      executive officer of the Parent as being true, complete and correct, and
      (ii) a certificate of an executive officer of the Parent, dated the date
      of such issuance, confirming satisfaction of the applicable conditions set
      forth in clause (a) above and setting forth calculations, in reasonable
      detail, of Pro Forma Compliance and of the Parent Leverage Ratio referred
      to above.

            "Qwest" means Qwest Communications International Inc., a Delaware
corporation.

            "Qwest Corp." means Qwest Corporation, a Colorado corporation.

            "Qwest Services" means Qwest Services Corporation, a Colorado
corporation.

            "Refinancing Indebtedness" means Indebtedness issued or incurred
(including by means of the extension or renewal of existing Indebtedness) to
extend, renew or refinance existing Indebtedness



                                                                              24

("Refinanced Debt"); provided that (i) such extending, renewing or refinancing
Indebtedness is in an original aggregate principal amount not greater than the
aggregate principal amount of, and unpaid interest on, the Refinanced Debt plus
the amount of any premiums paid thereon and fees and expenses associated
therewith, (ii) such Indebtedness has a later maturity and a longer weighted
average life than the Refinanced Debt, (iii) such Indebtedness bears a market
interest rate (as determined in good faith by the board of directors of the
Borrower) as of the time of its issuance or incurrence, (iv) if the Refinanced
Debt or any Guarantees thereof are subordinated to the Obligations, such
Indebtedness and Guarantees thereof are subordinated to the Obligations on terms
no less favorable in any significant respect to the holders of the Obligations
than the subordination terms of such Refinanced Debt or Guarantees thereof (and
no Loan Party that has not guaranteed such Refinanced Debt Guarantees such
Indebtedness), (v) such Indebtedness contains covenants and events of default
and is benefited by Guarantees (if any) which, taken as a whole, are determined
in good faith by the board of directors of the Borrower not to be materially
less favorable to the Lenders than the covenants and events of default of or
Guarantees (if any) in respect of such Refinanced Debt, (vi) if such Refinanced
Debt or any Guarantees thereof are secured, such Indebtedness and any Guarantees
thereof are either unsecured or secured only by such assets as secured the
Refinanced Debt and Guarantees thereof, (vii) if such Refinanced Debt and any
Guarantees thereof are unsecured, such Indebtedness and Guarantees thereof are
also unsecured, (viii) such Indebtedness is issued only by the issuer of such
Refinanced Indebtedness and (ix) the proceeds of such Indebtedness are applied
promptly (and in any event within 45 days) after receipt thereof to the
repayment of such Refinanced Debt.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the directors, officers, employees, agents, trustees,
Controlling Persons and advisors of such Person and of each of such Person's
Affiliates.

            "Release" means any actual or threatened release, spill, emission,
leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into or through the environment or within or upon any
building, structure, facility or fixture.

            "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

            "Required Percentage" has the meaning assigned to such term in
Section 2.11(c).

            "Requirement of Law" means, with respect to any Person, the charter
and by-laws or other organizational or governing documents of such Person, and
any law, rule or regulation (including Environmental Laws and ERISA) or order,
decree or other determination of an arbitrator or a court or other Governmental
Authority applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

            "Restatement Effective Date" has the meaning assigned to such term
in the Agreement to Amend and Restate.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation, termination or amendment of any Equity Interests in the Parent,
Holdings, the Borrower or any Subsidiary or of any



                                                                              25

option, warrant or other right to acquire any such Equity Interests in the
Parent, Holdings, the Borrower or any Subsidiary.

            "Revolving Availability Period" means the period from but excluding
the Original Closing Date to but excluding the earlier of the Revolving Maturity
Date and the date of termination of the Revolving Commitments.

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable. The aggregate amount of the Lenders'
Revolving Commitments on June 16, 2005 was $100,000,000.

            "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure and Swingline Exposure at such time.

            "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

            "Revolving Loan" means a Loan made or continued pursuant to clause
(b) of Section 2.01.

            "Revolving Maturity Date" means November 8, 2008, or, if such day is
not a Business Day, the next preceding Business Day.

            "RHD Allocable Share" means, with respect to any amount, 35% of such
amount.

            "RHD Corp." means R.H. Donnelley Corporation, a Delaware
corporation.

            "RHD Inc." means R.H. Donnelley Inc., a Delaware corporation and a
wholly owned direct subsidiary of RHD Corp.

            "RHD Leverage Ratio" means the Leverage Ratio (as such term is
defined in the Indenture, dated as of January 14, 2005, under which the 6-7/8%
Senior Notes of RHD Corp. due 2013 were issued, as in effect on the Restatement
Effective Date without giving effect to any amendment or modification thereto).

            "S&P" means Standard & Poor's Ratings Group, Inc.

            "Secured Parties" has the meaning assigned to such term in the
Collateral Agreement.

            "Securitization" means any transaction or series of transactions
entered into by the Borrower or any Subsidiary pursuant to which the Borrower or
such Subsidiary, as the case may be, sells, conveys or otherwise transfers to a
Securitization Vehicle Securitization Assets of the Borrower or such Subsidiary
(or grants a security interest in such Securitization Assets transferred or
purported to be transferred to such Securitization Vehicle), and which
Securitization Vehicle finances the acquisition of



                                                                              26

such Securitization Assets (i) with proceeds from the issuance of Third Party
Interests, (ii) with Sellers' Retained Interests or (iii) with proceeds from the
sale or collection of Securitization Assets previously purchased by such
Securitization Vehicle.

            "Securitization Assets" means any accounts receivable owed to or
owned by the Borrower or any Subsidiary (whether now existing or arising or
acquired in the future) arising in the ordinary course of business from the sale
of goods or services, all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in respect
of such accounts receivable, all proceeds of such accounts receivable and other
assets (including contract rights) which are of the type customarily transferred
in connection with securitizations of accounts receivable and which are sold,
transferred or otherwise conveyed by the Borrower or a Subsidiary to a
Securitization Vehicle in connection with a Securitization permitted by Section
6.05.

            "Securitization Vehicle" means a Person that is a direct wholly
owned Subsidiary or Unrestricted Subsidiary of the Borrower or of a Subsidiary
of the Borrower formed for the purpose of effecting one or more Securitizations
to which the Borrower or its Subsidiaries transfer Securitization Assets and
which, in connection therewith, issues Third Party Interests or Sellers'
Retained Interests; provided that such Securitization Vehicle shall engage in no
business other than the purchase of Securitization Assets pursuant to
Securitizations permitted by Section 6.05, the issuance of Third Party Interests
or other funding of such Securitizations and any activities reasonably related
thereto, and provided further that

            (x) no portion of the Indebtedness or any other obligations
      (contingent or otherwise) of such Securitization Vehicle (i) is guaranteed
      by the Borrower or any Subsidiary (excluding guarantees of obligations
      (other than the principal of and interest on Indebtedness) pursuant to
      Standard Securitization Undertakings), (ii) is recourse to or obligates
      the Borrower or any other Subsidiary of the Borrower in any way other than
      pursuant to Standard Securitization Undertakings, or (iii) subjects any
      property or asset of the Borrower or any other Subsidiary of the Borrower,
      directly or indirectly, contingently or otherwise, to the satisfaction
      thereof, other than pursuant to Standard Securitization Undertakings;

            (y) neither the Borrower nor any Subsidiary has any material
      contract, agreement, arrangement or understanding with such Securitization
      Vehicle other than on terms which the Borrower reasonably believes to be
      no less favorable to the Borrower or such Subsidiary than those that might
      be obtained at the time from Persons that are not Affiliates of the
      Borrower; and

            (z) neither the Borrower nor any Subsidiary has any obligation to
      maintain or preserve such Securitization Vehicle's financial condition or
      cause such Securitization Vehicle to achieve certain levels of operating
      results.

            "Security Documents" means the Collateral Agreement, the Parent
Pledge Agreement, the Mortgages and each other security agreement or other
instrument or document executed and delivered pursuant to Section 5.12 or 5.13
or pursuant to the Collateral Agreement to secure any of the Obligations.

            "Security Interests" has the meaning assigned to such term in the
Collateral Agreement.

            "Sellers' Retained Interests" means the debt or equity interests
held by the Borrower or any Subsidiary in a Securitization Vehicle to which
Securitization Assets have been transferred in a Securitization permitted by
Section 6.05, including any such debt or equity received in consideration for
the Securitization Assets transferred.



                                                                              27

            "Senior Indebtedness" means at any time, Total Indebtedness at such
time, except (to the extent counted as Total Indebtedness) the Senior
Subordinated Debt, Permitted Subordinated Debt, Permitted Holdings Debt and any
other Indebtedness of Holdings not Guaranteed by the Borrower or any Subsidiary.

            "Senior Secured Indebtedness" means at any time, the principal
amount of all the Obligations and all other Senior Indebtedness, other than
unsecured Senior Indebtedness, in each case included in Total Indebtedness at
such time.

            "Senior Secured Leverage Ratio" means, on any date, the ratio of (a)
Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the
period of four consecutive fiscal quarters of the Borrower most recently ended
on or prior to such date.

            "Senior Subordinated Debt" means the Indebtedness represented by the
Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each
as defined in the Senior Subordinated Debt Documents), guarantees of Exchange
Notes and any replacement Exchange Notes).

            "Senior Subordinated Debt Documents" means the indenture under which
the Senior Subordinated Debt was issued and all other instruments, agreements
and other documents evidencing or governing the Senior Subordinated Debt or
providing for any Guarantee or other right in respect thereof.

            "Senior Subordinated Notes" means the Borrower's 12-1/8% Senior
Subordinated Notes due 2012 in an initial aggregate principal amount of
$525,000,000.

            "Senior Unsecured Debt" means the Indebtedness represented by the
Senior Unsecured Notes (including the Note Guarantees, Exchange Notes (each as
defined in the Senior Unsecured Debt Documents), guarantees of Exchange Notes
and any replacement Exchange Notes).

            "Senior Unsecured Debt Documents" means the indenture under which
the Senior Unsecured Debt was issued and all other instruments, agreements and
other documents evidencing or governing the Senior Unsecured Debt or providing
for any Guarantee or other right in respect thereof.

            "Senior Unsecured Notes" means the Borrower's 9-7/8% Senior Notes
due 2009 in an initial aggregate principal amount of $450,000,000.

            "Shared Services" means the centralized services utilizing the
Shared Services Assets and Operations which are provided by the Parent or RHD
Corp., as the case may be, or any of their respective subsidiaries to Permitted
Businesses conducted by the Borrower and its Subsidiaries, the West Borrower and
its subsidiaries (including any "unrestricted subsidiaries" permitted by the
West Credit Facilities) and/or Unrestricted Subsidiaries in accordance with the
provisions of Section 6.21(c).

            "Shared Services Assets and Operations" means (a) the information
technology assets and related operations and (b) the general administrative and
corporate level services and related assets, in each case that are owned and
operated by the Parent or RHD Corp., as the case may be, or any of their
respective subsidiaries and used to provide centralized services with respect to
Permitted Businesses conducted by (i) RHD Corp. and its subsidiaries, (ii) the
Borrower and its subsidiaries, (iii) the West Borrower and its subsidiaries
(including any unrestricted subsidiaries permitted by the West Credit
Facilities) and (iv) any Unrestricted Subsidiaries permitted hereunder.

            "Shared Services Payments" means payments by the Borrower and its
Subsidiaries in cash to the Parent or RHD Corp., as the case may be, in respect
of the provision by the Parent or RHD



                                                                              28

Corp. or any of their respective subsidiaries (other than Holdings, RHD Inc. or
any of their respective subsidiaries) to the Borrower and its subsidiaries of
Shared Services; provided, however, that all such payments shall be made solely
to reimburse the Parent or RHD Corp., as the case may be, for those actual cash
costs (including accrued costs payable by the Parent, RHD Corp. or any of their
respective subsidiaries (other than Holdings, RHD Inc. or any of their
respective subsidiaries) in cash within the 30-day period after receipt of a
Shared Services Payment) associated with the Shared Services Assets and
Operations that are directly attributable or otherwise allocable to the
provision of such services to the Borrower and its Subsidiaries (it being
understood that to the extent that any of the costs of such services cannot be
clearly allocated as between the Borrower and its Subsidiaries, on the one hand,
and the West Borrower and its subsidiaries, RHD Inc. and its subsidiaries or
Unrestricted Subsidiaries, on the other hand, such costs shall be allocated on a
fair and reasonable basis).

            "Standard Securitization Undertakings" means representations,
warranties, covenants, indemnities and guarantees of performance entered into by
the Borrower or any Subsidiary which the Borrower has determined in good faith
to be customary in a Securitization, including those relating to the servicing
of the assets of a Securitization Vehicle.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, Controlled or held by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.

            "Subsidiary" means (a) any subsidiary of Holdings on the Restatement
Effective Date, including the Borrower, and (b) each subsidiary of Holdings
organized or acquired after the Restatement Effective Date that has not been
designated as an Unrestricted Subsidiary in accordance with the provisions of
Section 6.22.

            "Subsidiary Loan Party" means any Subsidiary other than the Borrower
that is not (x) a Foreign Subsidiary or (y) a Securitization Vehicle.

            "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments



                                                                              29

only on account of services provided by current or former directors, officers,
employees or consultants of the Borrower or the Subsidiaries shall be a Swap
Agreement.

            "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the total
Swingline Exposure at such time.

            "Swingline Lender" means JPMorgan Chase Bank, N.A. in its capacity
as lender of Swingline Loans hereunder.

            "Swingline Loan" means a Loan made pursuant to Section 2.04.

            "Tax Payments" means payments in cash in respect of Federal, state
and local (i) income, franchise and other similar taxes and assessments imposed
on (or measured by) net income which are paid or payable by or on behalf of the
Borrower and its Subsidiaries or which are directly attributable to (or arising
as a result of) the operations of the Borrower and its Subsidiaries and (ii)
taxes which are not determined by reference to income, but which are imposed on
a direct or indirect owner of the Borrower as a result of such owner's ownership
of the equity of the Borrower (such taxes in clauses (i) and (ii), "Applicable
Taxes").

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Term Loans" means Tranche A Term Loans and Tranche B Term Loans.

            "Territories" means the states of Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota and the metropolitan
statistical area of El Paso, Texas.

            "Third Party Interests" means, with respect to any Securitization,
notes, bonds or other debt instruments, beneficial interests in a trust,
undivided ownership interests in receivables or other securities issued for cash
consideration by the relevant Securitization Vehicle to banks, financing
conduits, investors or other financing sources (other than Holdings and the
Subsidiaries) the proceeds of which are used to finance, in whole or in part,
the purchase by such Securitization Vehicle of Securitization Assets in a
Securitization. The amount of any Third Party Interests shall be deemed to equal
the aggregate principal, stated or invested amount of such Third Party Interests
which are outstanding at such time.

            "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of Holdings, the Borrower and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP;
provided that, the amount of such Indebtedness shall be without regard to the
effects of purchase method of accounting requiring that the amount of such
Indebtedness be valued at its fair market value instead of its outstanding
principal amount.

            "Tranche A Lender" means a Lender with an outstanding Tranche A Term
Loan.

            "Tranche A Maturity Date" means November 8, 2008, or, if such day is
not a Business Day, the next preceding Business Day.

            "Tranche A Term Loan" means a "Tranche A Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
Section 2.01(a).



                                                                              30

            "Tranche B Lender" means a Lender with an outstanding Tranche B Term
Loan.

            "Tranche B Maturity Date" means May 8, 2009, or, if such day is not
a Business Day, the next preceding Business Day.

            "Tranche B Term Loan" means a "Tranche B Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
to Section 2.01(a).

            "Transactions" means the Parent Acquisition and the Financing
Transactions.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

            "Unrestricted Subsidiary" means any subsidiary of Holdings that has
been designated as an Unrestricted Subsidiary by Holdings pursuant to and in
compliance with Section 6.22. No Unrestricted Subsidiary may own any Equity
Interests of the Borrower, a Subsidiary or West Holdings or any of its
subsidiaries (other than an "unrestricted subsidiary" of West Holdings pursuant
to the West Credit Agreement).

            "West Allocable Share" means, with respect to any amount, 58% of
such amount.

            "West Borrower" means Dex Media West LLC, a Delaware limited
liability company, which is a subsidiary of West Holdings.

            "West Credit Agreement" means the Credit Agreement, dated as of
September 9, 2003, as amended and restated as of the date hereof, among the
Parent, West Holdings, the West Borrower, various lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.

            "West Credit Facilities" means the West Credit Agreement and the
guarantee, security and other agreements entered into in connection with and
defined as "Loan Documents" in the West Credit Agreement.

            "West Entities" means West Holdings, the West Borrower and their
subsidiaries.

            "West Holdings" means Dex Media West, Inc., a Delaware corporation
and a subsidiary of the Parent.

            "West Territories" means Arizona, Idaho, Montana, Oregon, Utah,
Washington and Wyoming.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            Section 1.02 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").



                                                                              31

            Section 1.03 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. Any reference made
in this Agreement or any other Loan Document to any consolidated financial
statement or statements of Holdings, the Borrower and the Subsidiaries means
such financial statement or statements prepared on a combined basis for
Holdings, the Borrower and the Subsidiaries pursuant to GAAP and accounting for
any Unrestricted Subsidiary on an unconsolidated basis as investments, not
utilizing the equity method.

                                   ARTICLE II

                                   THE CREDITS

            Section 2.01 Commitments. (a) Subject to the terms and conditions
set forth herein, on the Restatement Effective Date, each Lender agrees to
continue any outstanding Term Loans, if any, made by it under the Original
Credit Agreement, each continued Term Loan to constitute a Tranche A Term Loan
or Tranche B Term Loan to the extent so constituted under the Original Credit
Agreement and to remain subject to the same Interest Period applicable to them
immediately prior to the Restatement Effective Date.

            (b) Subject to the terms and conditions set forth herein, each
Lender agrees to make (or, with respect to Revolving Loans outstanding on the
Restatement Effective Date, continue) Revolving Loans to the Borrower from time
to time during the Revolving Availability Period in an aggregate principal
amount that will not (after giving effect to any concurrent use of the proceeds
thereof to repay Swingline Loans or LC Disbursements) result in such Lender's
Revolving Exposure exceeding such Lender's Revolving Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.



                                                                              32

            (c) Amounts repaid in respect of Term Loans may not be reborrowed.

            Section 2.02 Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

            (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR
Loan.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $1,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of
15 Eurodollar Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, Tranche A Maturity Date or Tranche B Maturity
Date, as applicable.

            Section 2.03 Requests for Borrowings. To request funding of a
Revolving Borrowing or Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

            (i) whether the requested Borrowing is to be a Revolving Borrowing,
      Tranche A Term Borrowing or Tranche B Term Borrowing;

            (ii) the aggregate amount of such Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) subject to the proviso to the fourth sentence of Section
      2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurodollar
      Borrowing;



                                                                              33

            (v) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and

            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

            Section 2.04 Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 2:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan
or Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever; provided that no
Lender shall be required to acquire a participation in any Swingline Loan to the
extent that doing so would cause the Revolving Exposure of such Lender to exceed
such Lender's Revolving Commitment. Each Revolving Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds,
in the same manner as provided in Section 2.06 with respect to Loans made by
such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline



                                                                              34

Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.

            Section 2.05 Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account or the account of any Subsidiary, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank on
the Original Closing Date and, at any time and from time to time thereafter
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration



                                                                              35

and in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever; provided that no Lender shall be required to acquire a
participation in any Letter of Credit to the extent that doing so would cause
the Revolving Exposure of such Lender to exceed such Lender's Revolving
Commitment.

            (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
(whether or not the conditions in Section 4.01 are satisfied or a Default
exists) each of the Administrative Agent and the Borrower shall have the
absolute and unconditional right to require that such payment be financed with
an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrower, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
strictly with the terms of such Letter of Credit, or (iv)



                                                                              36

any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Borrower's obligations hereunder. None of the Administrative Agent, the Lenders,
the Issuing Bank or any of their Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the provisions of
this Section 2.05(f) shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

            (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor



                                                                              37

or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

            (j) Cash Collateralization. If any Event of Default under clauses
(a), (b), (h) or (i) of Article VII shall occur and be continuing or if the
Loans have been accelerated pursuant to Article VII as a result of any other
Event of Default, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. The Borrower also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.11(b). Each such deposit under this Section or Section 2.11(b)
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement, and the
Borrower hereby grants to the Agent, for the benefit of the Secured Parties, a
security interest in all funds and investments from time to time in such
account, and in the proceeds thereof, to secure the Obligations. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
under this Section 2.05(j) as a result of the occurrence of an Event of Default
specified above, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after the applicable Events
of Default have been cured or waived. If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower as and to
the extent that, after giving effect to such return, the Borrower would remain
in compliance with Section 2.11(b) and no Default shall have occurred and be
continuing.

            Section 2.06 Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans and Swingline Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the Issuing Bank.



                                                                              38

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

            Section 2.07 Interest Elections. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

            (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".



                                                                              39

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

            Section 2.08 Termination and Reduction of Commitments. (a) The
Revolving Commitments shall terminate on the Revolving Maturity Date.

            (b) The Borrower may at any time, without premium or penalty,
terminate, or from time to time reduce, the Revolving Commitments; provided that
(i) each reduction of the Revolving Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if, after
giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, the sum of the Revolving Exposures would exceed the total
Revolving Commitments.

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Revolving
Commitments shall be permanent. Each reduction of the Revolving Commitments
shall be made ratably among the Lenders in accordance with their respective
Revolving Commitments.

            Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Term
Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that
were outstanding on the date such Borrowing was requested.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by



                                                                              40

such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form reasonably satisfactory to the Administrative Agent. Such
promissory note shall state that it is subject to the provisions of this
Agreement. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

            Section 2.10 Amortization of Term Loans. (a) Subject to adjustment
pursuant to paragraph (d) of this Section 2.10, the Borrower shall repay Tranche
A Term Borrowings on each date set forth below in an amount equal to the
percentage of the aggregate principal amount of the Tranche A Loans continued on
the Restatement Effective Date set forth opposite such date (each such date
being called an "Installment Date"):



                                              Percentage of
                                             Principal Amount
         Date                                  to be Repaid
- -----------------------                      ----------------
                                          
March 31, 2006                                   6.92258%
June 30, 2006                                    6.92258%
September 30, 2006                               6.92258%
December 31, 2006                                6.92258%
March 31, 2007                                   7.26938%
June 30, 2007                                    7.26938%
September 30, 2007                               7.26938%
December 31, 2007                                7.26938%
March 31, 2008                                  10.80804%
June 30, 2008                                   10.80804%
September 30, 2008                              10.80804%
Tranche A Maturity Date                         10.80804%


            (b) Subject to adjustment pursuant to paragraph (d) of this Section
2.10, the Borrower shall repay Tranche B Borrowings on each date set forth below
in an amount equal to the percentage of


                                                                              41
the aggregate principal amount of Tranche B Term Loans continued on the
Restatement Effective Date set forth opposite such date:



                             Percentage of
                           Principal Amount
      Date                   to be Repaid
- -----------------------    -----------------
                        
March 31, 2006                  1.04167%
June 30, 2006                   1.04167%
September 30, 2006              1.04167%
December 31, 2006               1.04167%
March 31, 2007                  1.04167%
June 30, 2007                   1.04167%
September 30, 2007              1.04167%
December 31, 2007               1.04167%
March 31, 2008                  1.04167%
June 30, 2008                   1.04167%
September 30, 2008             20.83333%
December 31, 2008              20.83333%
March 31, 2009                 23.43750%
Tranche B Maturity Date        24.47917%


            (c) To the extent not previously paid, (i) all Tranche A Term Loans
shall be due and payable on the Tranche A Maturity Date and (ii) all Tranche B
Term Loans shall be due and payable on the Tranche B Maturity Date.

            (d) Any mandatory or optional prepayment of a Term Borrowing of
either Class shall be applied to reduce the subsequent scheduled repayments of
the Term Borrowings of such Class to be made pursuant to this Section ratably.

            (e) Prior to any repayment of any Term Borrowings of either Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment. Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

            Section 2.11 Prepayment of Loans. The Borrower shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
without premium or penalty (but subject to Section 2.16), in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 (or $500,000 or more, in the case of Swingline Loans) or, if less,
the amount outstanding, subject to the requirements of this Section.

            (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrower shall prepay
Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative Agent
pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

            (c) In the event and on each occasion that any Net Proceeds (other
than any Net Proceeds from (i) the issuance of the New Parent Notes and (ii) any
Put Financing) are received by or on behalf of the Parent, Holdings, the
Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower



                                                                              42

shall, not later than the Business Day next after the date on which such Net
Proceeds are received, prepay Term Borrowings in an aggregate amount equal to
the Required Percentage of such Net Proceeds or, in the case of an Equity
Issuance by the Parent or a Damages Event, the Required Percentage of the
Allocable Net Proceeds of such Prepayment Event; provided that, in the case of
any Asset Disposition, if the Borrower shall deliver to the Administrative Agent
a certificate of a Financial Officer to the effect that the Borrower or a
Subsidiary intends to apply the Net Proceeds from such event (or a portion
thereof specified in such certificate), within 365 days after receipt of such
Net Proceeds, to acquire real property, equipment or other assets to be used in
the business of the Borrower or such Subsidiaries or to fund a Permitted
Acquisition in accordance with the terms of Section 6.04, and certifying that no
Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Proceeds in respect of such
event (or the portion of such Net Proceeds specified in such certificate, if
applicable) except to the extent of any such Net Proceeds therefrom that have
not been so applied by the end of such 365-day period, at which time a
prepayment shall be required in an amount equal to such Net Proceeds that have
not been so applied. For purposes hereof, "Required Percentage" shall mean: (i)
in the case of an Asset Disposition or a Damages Event, 100%; (ii) in the case
of a Debt Issuance, (A) if on the date of the relevant issuance, the Pro Forma
Leverage Ratio is greater than 4.0 to 1.0, 100% or (B) if on the date of the
relevant issuance, the Pro Forma Leverage Ratio is less than or equal to 4.0 to
1.0, 0% (it being understood that a portion of such Net Proceeds from a Debt
Issuance may be applied so as to reduce such Pro Forma Leverage Ratio to less
than 4.0 to 1.0, and that the Required Percentage for the remainder of such Net
Proceeds shall be 0%); and (iii) in the case of an Equity Issuance, (A) if on
the date of the relevant prepayment, the Pro Forma Leverage Ratio is greater
than 4.0 to 1.0, 50% or (B) on the date of the relevant prepayment, the Pro
Forma Leverage Ratio is less than or equal to 4.0 to 1.0, 0% (it being
understood that a portion of such Net Proceeds from an Equity Issuance may be
applied so as to reduce such Pro Forma Leverage Ratio to less than 4.0 to 1.0,
and that the Required Percentage for the remainder of such Net Proceeds shall be
0%).

            (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 2004, the Borrower will
prepay Term Borrowings in an aggregate amount equal to (i) 50% of Excess Cash
Flow for such fiscal year less (ii) any voluntary prepayments of Term Loans made
pursuant to Section 2.11(a) during such fiscal year; provided that, with respect
to each such fiscal year ending on or after December 31, 2005, no such
prepayment of Term Borrowings shall be required if the Leverage Ratio as of the
end of such fiscal year is less than 5.0 to 1.0. Each prepayment pursuant to
this paragraph shall be made on or before the date on which financial statements
are delivered pursuant to Section 5.01 with respect to the fiscal year for which
Excess Cash Flow is being calculated (and in any event within 100 days after the
end of such fiscal year).

            (e) In the event and on each occasion that any Optional Repurchase
is made pursuant to Section 6.08(b)(vii)(y), the Borrower shall on the last day
of each fiscal quarter prepay Term Borrowings in an aggregate amount equal to
the aggregate amounts expended on such Optional Repurchases during such fiscal
quarter; provided, however, that if the amount expended on any such Optional
Repurchase when taken together with the aggregate amounts expended on all other
such Optional Repurchases in respect of which a prepayment of Term Borrowings
has not yet been made under this paragraph (e) (the "Cumulative Amount") is
greater than $20,000,000, the Borrower shall prepay Term Borrowings in an
aggregate amount equal to the Cumulative Amount not later than the date on which
such Optional Repurchase is made.

            (f) Prior to any optional or, subject to Sections 2.11(c), (d) and
(e), mandatory prepayment of Borrowings hereunder, the Borrower shall select the
Borrowing or Borrowings to be prepaid and shall specify such selection in the
notice of such prepayment pursuant to paragraph (g) of this Section. In the
event of any optional or mandatory prepayment of Term Borrowings made at a time
when Term Borrowings of more than one Class remain outstanding, the Borrower
shall select Term Borrowings



                                                                              43

to be prepaid so that the aggregate amount of such prepayment is allocated
between the Tranche A Term Borrowings and Tranche B Term Borrowings pro rata
based on the aggregate principal amount of outstanding Borrowings of each such
Class; provided that, so long as and to the extent that any Tranche A Term
Borrowings remain outstanding, any Tranche B Lender may elect, by notice to the
Administrative Agent by telephone (confirmed by telecopy) at least one Business
Day prior to the prepayment date, to decline all or any portion of any
prepayment of its Tranche B Term Loans pursuant to this Section (other than an
optional prepayment pursuant to paragraph (a) of this Section, which may not be
declined), in which case the aggregate amount of the prepayment that would have
been applied to prepay Tranche B Term Loans but was so declined shall be applied
to prepay Tranche A Term Borrowings.

            (g) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 2:00 p.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 3:00 p.m., New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date, the principal amount of each Borrowing or portion thereof
to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if a notice of
optional prepayment is given in connection with a conditional notice of
termination of the Revolving Commitments as contemplated by Section 2.08, then
such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest and other
amounts to the extent required by Sections 2.13 and 2.16.

            Section 2.12 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the daily unused amount of each
Revolving Commitment of such Lender during the period from and including the
Original Closing Date to but excluding the date on which such Revolving
Commitment terminates. Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the
dates on which such Revolving Commitments terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

            (b) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate from time to time in effect for purposes of determining the interest rate
applicable to Eurodollar Revolving Loans on the daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Original Closing Date to
but excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of
0.125% per annum on the



                                                                              44

average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Original Closing Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable in arrears on the third Business Day following such
last day; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

            (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

            Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.



                                                                              45

            Section 2.14 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate for such Interest
      Period; or

            (b) the Administrative Agent is advised by the Required Lenders that
      the Adjusted LIBO Rate for such Interest Period will not adequately and
      fairly reflect the cost to such Lenders of making or maintaining their
      Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing; provided, however, that, in the
case of a notice received pursuant to clause (b) above, if the Administrative
Agent is able prior to the commencement of such Interest Period to ascertain,
after using reasonable efforts to poll the Lenders giving such notice, that a
rate other than the Alternate Base Rate would adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period, the Administrative Agent shall notify the
Borrower of such alternate rate and the Borrower may agree by written notice to
the Agent prior to the commencement of such Interest Period to increase the
Applicable Rate for the Loans included in such Borrowing for such Interest
Period to result in an interest rate equal to such alternate rate, in which case
such increased Applicable Rate shall apply to all the Eurodollar Loans included
in the relevant Borrowing.

            Section 2.15 Increased Costs. (a) If any Change in Law (except with
respect to Taxes, which shall be governed by Section 2.17) shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

            (ii) impose on any Lender or the Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

            (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by,



                                                                              46

such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time after submission by such Lender to the
Borrower of a written request therefor, the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

            (c) A certificate of a Lender or the Issuing Bank setting forth in
reasonable detail the matters giving rise to a claim under this Section 2.15 and
the calculation of such claim by such Lender or the Issuing Bank or its holding
company, as the case may be, shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            Section 2.16 Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(g) and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall consist of an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate that such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the Eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

            Section 2.17 Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of, and without deduction for, any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be



                                                                              47

increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto. A certificate as to the amount of such payment or
liability prepared in good faith and delivered to the Borrower by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be presumed correct, provided that upon
reasonable request of the Borrower, a Lender shall provide all relevant
information reasonably accessible to it justifying such amount.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

            (f) If the Administrative Agent, a Lender or the Issuing Bank
determines, in its reasonable judgment, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to the Borrower within a reasonable
period of time (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such Lender or the Issuing Bank and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent, such Lender or the Issuing Bank, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the Issuing Bank in the event the Administrative Agent, such
Lender or the Issuing Bank is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative
Agent, any Lender or the Issuing Bank to make available its tax returns (or any
other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person.



                                                                              48

            Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 2:00 p.m., New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.

            (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the relative aggregate amounts of principal of and accrued
interest on their Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.



                                                                              49

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

            Section 2.19 Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consent shall not unreasonably be withheld and (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and funded participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and such Lender shall be released from all obligations hereunder. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.



                                                                              50

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            Each of Holdings and the Borrower and, solely for purposes of
Sections 3.01, 3.02, 3.03, 3.08, 3.09 and 3.12, the Parent represents and
warrants to the Lenders that:

            Section 3.01 Organization; Powers. Each of the Parent, Holdings, the
Borrower and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

            Section 3.02 Authorization; Enforceability. The Transactions entered
into and to be entered into by the Parent and each Loan Party are within the
Parent's or such Loan Party's (as the case may be) corporate or limited
liability company powers and have been duly authorized by all necessary
corporate or limited liability company and, if required, stockholder or member
action. This Agreement has been duly executed and delivered by each of the
Parent, Holdings and the Borrower and constitutes, and each other Loan Document
to which the Parent or any Loan Party is to be a party, when executed and
delivered by the Parent or such Loan Party (as the case may be), will
constitute, a legal, valid and binding obligation of the Parent, Holdings, the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

            Section 3.03 Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except as set forth on Schedule
3.03 or have been obtained or made and are in full force and effect and except
filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any applicable law or regulation or the charter, limited liability
company agreement, by-laws or other organizational documents of the Parent,
Holdings, the Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Parent, Holdings, the
Borrower or any of its Subsidiaries or any of their assets, or give rise to a
right thereunder to require any payment to be made by the Parent, Holdings, the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Parent, Holdings, the Borrower or any
of its Subsidiaries, except Liens permitted under Section 6.02.

            Section 3.04 Financial Condition; No Material Adverse Change. The
audited consolidated balance sheets of Holdings as of December 31, 2002,
December 31, 2003 and December 31, 2004 and the related consolidated statements
of operations and of cash flows for the fiscal years ended on such dates,
reported on without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by KPMG LLP, present fairly
the consolidated financial condition of Holdings as of such dates, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of Holdings as of such dates and for such periods in accordance with GAAP,
subject to normal year-end audit adjustments.

            (b) Holdings has heretofore furnished to the Lenders its projected
pro forma consolidated balance sheet as of December 31, 2005 prepared giving
effect to the Transactions as if such Transactions



                                                                              51

had occurred on such date. Such projected pro forma consolidated balance sheet
has been prepared in good faith based on the same assumptions used to prepare
the pro forma financial statements included in the Information Memorandum (which
assumptions are believed by Holdings and the Borrower to be reasonable at the
time prepared).

            (c) Except as disclosed in the financial statements referred to
above or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of Holdings,
the Borrower or its Subsidiaries has, as of the Restatement Effective Date, any
contingent liabilities, unusual long-term commitments or unrealized losses that,
individually or in the aggregate, could reasonably be excepted to result in a
Material Adverse Effect.

            (d) Since December 31, 2004, there has been no material adverse
change in the business, operations, prospects, assets, liabilities or financial
condition of Holdings, the Borrower and its Subsidiaries, taken as a whole.

            Section 3.05 Properties. (a) Each of Holdings, the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

            (b) Each of Holdings, the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by Holdings,
the Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except, in each case, for any matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

            (c) Schedule 3.05 sets forth the address of each real property that
is owned or leased by the Borrower or any of its Subsidiaries as of the
Restatement Effective Date after giving effect to the Transactions.

            Section 3.06 Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower, any of its Subsidiaries
or any of their respective executive officers or directors (i) which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Transactions.

            (b) Except for either the Disclosed Matters or any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, none of Holdings, the Borrower or any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any facts or circumstances which are
reasonably likely to form the basis for any Environmental Liability.

            Section 3.07 Compliance with Laws and Agreements. Each of Holdings,
the Borrower and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and
all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.



                                                                              52

            Section 3.08 Investment and Holding Company Status. None of the
Parent, Holdings, the Borrower or any of its Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

            Section 3.09 Taxes. Each of the Parent, Holdings, the Borrower and
its Subsidiaries has timely filed or caused to be filed all material Tax returns
and reports required to have been filed and has paid or caused to be paid all
material Taxes required to have been paid by it, except any Taxes that are being
contested in good faith by appropriate proceedings and for which the Parent,
Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its
books adequate reserves.

            Section 3.10 ERISA; Margin Regulations. (a) During the five year
period prior to the date on which this representation is made or deemed to be
made with respect to any Plan or Multiemployer Plan, no ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability has occurred during such five year period or
for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount that would
reasonably be expected to have a Material Adverse Effect, and the present value
of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that would reasonably be expected to have a Material Adverse
Effect.

            (b) None of Holdings, the Borrower or any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock. No part of
the proceeds of any Loan or any Letter of Credit will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, in any
manner that would entail a violation of the Regulations of the Board, including
Regulation T, U or X.

            Section 3.11 Disclosure. Neither the Information Memorandum nor any
of the other written reports, financial statements, certificates or other
written information, taken as a whole, furnished by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as of the date thereof and as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Holdings and the Borrower
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable (i) at the time such projected financial
information was prepared, (ii) on the date of the Information Memorandum and
(iii) as of the date hereof.

            Section 3.12 Subsidiaries. As of the Restatement Effective Date, the
Parent does not have any subsidiaries other than (a) West Holdings, the West
Borrower and the West Borrower's subsidiaries and (b) Holdings, the Borrower and
the Borrower's Subsidiaries, and Holdings does not have any subsidiaries other
than the Borrower and the Borrower's Subsidiaries. Schedule 3.12 sets forth (i)
the name of, and the ownership interest of the Parent in, each subsidiary of the
Parent and identifies each subsidiary that is a Subsidiary Loan Party, in each
case as of the Restatement Effective Date, (ii) the name of, and the ownership
interest of Holdings in, each subsidiary of Holdings and identifies each
subsidiary



                                                                              53

that is a Subsidiary Loan Party, in each case as of the Restatement Effective
Date, and (iii) the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Restatement Effective Date.

            Section 3.13 Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of Holdings, the Borrower and its
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums due and payable in respect of such insurance have
been paid. Holdings and the Borrower believe that the insurance maintained by or
on behalf of Holdings, the Borrower and its Subsidiaries is adequate.

            Section 3.14 Labor Matters. As of the Restatement Effective Date,
there are no strikes, lockouts or slowdowns against Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. Except as could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect: (a) the hours worked by and
payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters; (b) all payments
due from Holdings, the Borrower or any Subsidiary, or for which any claim may be
made against Holdings, the Borrower or any Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary; and (c) the consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

            Section 3.15 Solvency. Immediately after the consummation of the
Transactions to occur on the Restatement Effective Date and immediately
following the making of each Loan made on the Restatement Effective Date and
after giving effect to the application of the proceeds of such Loans and to the
rights of reimbursement, contribution and subrogation created by the Collateral
Agreement, (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

            Section 3.16 Senior Indebtedness. The Obligations constitute "Senior
Indebtedness" under and as defined in the Senior Subordinated Debt Documents.

            Section 3.17 Parent Acquisition. As of the Restatement Effective
Date, the Merger Agreement has been duly authorized, executed and delivered by
each of the parties thereto and constitutes a legal, valid and binding
obligation of each such party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law. A
true, correct and complete copy (including any amendments and waivers) of the
Merger Agreement has been furnished to the Administrative Agent.

            Section 3.18 Security Documents. (a) The Collateral Agreement is
effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. In the case of the Pledged
Stock (as defined in the Collateral Agreement) described in the Collateral
Agreement, when stock certificates



                                                                              54

representing such Pledged Stock are delivered to the Collateral Agent, and in
the case of the other Collateral described in the Collateral Agreement (other
than the Intellectual Property, as defined in the Collateral Agreement), when
financing statements and other filings specified on Schedule 5 of the Perfection
Certificate in appropriate form are filed in the offices specified on Schedule 6
of the Perfection Certificate (as updated by the Borrower from time to time in
accordance with Section 5.03), the Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements, in each case prior and superior in right
to any other Person (except, in the case of Collateral other than Pledged Stock,
Liens permitted by Section 6.02(a)).

            (b) When the Collateral Agreement or a summary thereof is properly
filed in the United States Patent and Trademark Office and the United States
Copyright Office, and, with respect to Collateral in which a security interest
cannot be perfected by such filings, upon the proper filing of the financing
statements referred to in paragraph (a) above, the Collateral Agreement and such
financing statements shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in the
Intellectual Property (as defined in the Collateral Agreement), in each case
prior and superior in right to any other Person (it being understood that
subsequent recordings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a lien on registered
trademarks and patents, trademark and patent applications and registered
copyrights acquired by the grantors after the date hereof).

            (c) The Mortgages, if any, entered into after the Restatement
Effective Date pursuant to Section 5.13 shall be effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of the Loan Parties' right, title and interest
in and to the Mortgaged Property thereunder and the proceeds thereof, and when
such Mortgages are filed in the proper real estate filing offices, such
Mortgages shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of Loan Parties in such Mortgages Property and the
proceeds thereof, in each case prior and superior in right to any other Person,
other than with respect to the rights of Person pursuant to Liens expressly
permitted by Section 6.02(a).

            Section 3.19 Liens. There are no Liens of any nature whatsoever on
any properties of Holdings, the Borrower or any of its Subsidiaries other than
Permitted Encumbrances and Liens permitted by Section 6.02(a).

            Section 3.20 No Burdensome Restrictions. None of Holdings, the
Borrower or any of its Subsidiaries is a party to or bound by any Contractual
Obligation, or subject to any Requirement of Law, which has resulted in a
Material Adverse Effect.

                                   ARTICLE IV

                                   CONDITIONS

            Section 4.01 Each Credit Event. The obligation of each Lender to
make a Loan on any date, and of the Issuing Bank to issue, increase, renew or
extend any Letter of Credit on any date, is subject to receipt of the request
therefor in accordance herewith and to the satisfaction of the following
conditions:

            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents shall be true and correct in all material respects
      on and as of the date such Loan is



                                                                              55

      made or the date of issuance, increase, renewal or extension of such
      Letter of Credit, as applicable, except to the extent such representations
      and warranties expressly relate to an earlier date (in which case such
      representations and warranties shall be true and correct in all material
      respects on and as of such earlier date); provided, however, that for
      purposes of making the representations and warranties contained in Section
      3.04(d), solely in connection with a request for a Revolving Loan or
      issuance for the increase, renewal or extension of any Letter of Credit,
      the term "prospects" contained therein shall be disregarded.

            (b) At the time of and immediately after giving effect to such
      Borrowing or the issuance, increase, renewal or extension of such Letter
      of Credit, as applicable, no Default shall have occurred and be
      continuing.

Each funding of Loans and each issuance, increase, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

            UNTIL the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

            Section 5.01 Financial Statements and Other Information. Holdings
and the Borrower will furnish to the Administrative Agent and each Lender:

            (a) no later than the earlier of (i) 10 days after the date that
      Holdings is required to file a report on Form 10-K with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not Holdings is so subject to such reporting requirements),
      and (ii) 100 days after the end of each fiscal year of Holdings, Holdings
      audited consolidated balance sheet and related statements of operations,
      stockholders' equity and cash flows as of the end of and for such year,
      setting forth in each case in comparative form the figures for the
      previous fiscal year, all reported on by KPMG LLP or other independent
      public accountants of recognized national standing (without a "going
      concern" or like qualification or exception and without any qualification
      or exception as to the scope of such audit or other material qualification
      or exception) to the effect that such consolidated financial statements
      present fairly in all material respects the financial condition and
      results of operations of Holdings and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied;

            (b) no later than the earlier of (i) 10 days after the date that
      Holdings is required to file a report on Form 10-Q with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not Holdings is so subject to such reporting requirements),
      and (ii) 55 days after the end of each of the first three fiscal quarters
      of each fiscal year of Holdings, Holdings unaudited consolidated balance
      sheet and related statements of operations, stockholders' equity and cash
      flows as of the end of and for such fiscal quarter and the then elapsed
      portion of the fiscal year, setting forth in each case in comparative form
      the figures for the corresponding period



                                                                              56

or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial condition and results of operations of
Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;

      (c) concurrently with any delivery of financial statements under clause
(a) or (b) above, a certificate of a Financial Officer of the Borrower (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with the Financial Covenants, (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such change
has occurred, specifying the effect of such change on the financial statements
accompanying such certificate, (iv) identifying any Subsidiary formed or
acquired since the end of the previous fiscal quarter, (v) identifying any
parcels of real property or improvements thereto with a value exceeding
$10,000,000 that have been acquired by any Loan Party since the end of the
previous fiscal quarter, (vi) identifying any changes of the type described in
Section 5.03(a) that have not been previously reported by the Borrower, (vii)
identifying any Permitted Acquisition or other acquisitions of going concerns
and any Investments in Unrestricted Subsidiaries that have been consummated
since the end of the previous fiscal quarter, including the date on which each
such acquisition or Investment was consummated and the consideration therefor,
(viii) identifying any material Intellectual Property (as defined in the
Collateral Agreement) with respect to which a notice is required to be delivered
under the Collateral Agreement and has not been previously delivered, (ix)
identifying any Prepayment Events that have occurred since the end of the
previous fiscal quarter and setting forth a reasonably detailed calculation of
the Net Proceeds (and, if applicable, Allocable Net Proceeds) received from any
such Prepayment Events, (x) identifying any Designated Equity Proceeds received
during the previous fiscal quarter and any application of Designated Equity
Proceeds during the previous fiscal quarter to Designated Equity Proceeds Uses
and (xi) identifying any change in the locations at which equipment and
inventory, in each case with a value in excess of $10,000,000, are located, if
not owned by a Loan Party;

      (d) concurrently with any delivery of financial statements under clause
(a) above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default (which certificate may
be limited to the extent required by accounting rules, guidelines or practice);

      (e) within 30 days after the commencement of each fiscal year of the
Borrower, a detailed consolidated budget for such fiscal year (broken down by
month and including a projected consolidated balance sheet and related
statements of projected operations and cash flow as of the end of and for such
fiscal year and setting forth the assumptions used for purposes of preparing
such budget) and, promptly when available, any significant revisions of such
budget;

      (f) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Parent, Holdings, the Borrower or any Subsidiary with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed by the Parent to its shareholders generally; and



                                                                              57

            (g) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Parent, Holdings, the Borrower or any Subsidiary, or compliance with the
      terms of any Loan Document, as the Administrative Agent (including on
      behalf of any Lender) may reasonably request.

            Section 5.02 Notices of Material Events. Holdings and the Borrower
will furnish to the Administrative Agent and each Lender written notice of the
following promptly after any Financial Officer or executive officer of Holdings,
the Borrower or any Subsidiary obtains knowledge thereof:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Parent, Holdings, the Borrower or any Affiliate thereof that involves
      a reasonable possibility of an adverse determination and which, if
      adversely determined, could reasonably be expected to result in a Material
      Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in a Material Adverse Effect; and

            (d) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            Section 5.03 Information Regarding Collateral. The Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Party's legal name, as reflected in its organization documents, (ii) in
any Loan Party's jurisdiction of organization or corporate structure and (iii)
in any Loan Party's identity, Federal Taxpayer Identification Number or
organization number, if any, assigned by the jurisdiction of its organization.
The Borrower agrees not to effect or permit any change referred to in clauses
(i) through (iii) of the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Agent to continue at all times following such change to have a valid, legal
and perfected security interest in all the Collateral for the benefit of the
Secured Parties. The Borrower also agrees promptly to notify the Administrative
Agent if any damage to or destruction of Collateral that is uninsured and has a
fair market value exceeding $10,000,000 occurs.

            (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause (a) of
Section 5.01, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer and the chief legal officer of the Borrower
(i) setting forth the information required pursuant to Section 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate most recently delivered
or the date of the most recent certificate delivered pursuant to this Section
and (ii) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under the Collateral Agreement for a
period of not less than 18



                                                                              58

months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period).

            Section 5.04 Existence; Conduct of Business. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, contracts, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.03
or any sale of assets permitted under Section 6.05.

            Section 5.05 Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, pay its material
Indebtedness and other material obligations, including Tax liabilities, before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and
(b) Holdings, the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP.

            Section 5.06 Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

            Section 5.07 Insurance. Each of Holdings and the Borrower will, and
will cause each of its Subsidiaries to, maintain, with financially sound and
reputable insurance companies (a) insurance in such amounts (with no greater
risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.

            Section 5.08 Casualty and Condemnation. The Borrower (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any Collateral fairly valued at more than
$10,000,000 or the commencement of any action or proceeding for the taking of
any Collateral or any material part thereof or material interest therein under
power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in
accordance with the applicable provisions of the Security Documents and this
Agreement.

            Section 5.09 Books and Records; Inspection and Audit Rights. Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Each of Holdings and the Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

            Section 5.10 Compliance with Laws. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations, including Environmental Laws, and orders of any Governmental
Authority applicable to it, its operations or its property, except where the



                                                                              59

failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

            Section 5.11 Use of Proceeds and Letters of Credit. The proceeds of
the Revolving Loans and Swingline Loans will be used only for general corporate
purposes of the Borrower. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations U and X. Letters of
Credit will be issued only to support obligations of the Borrower and its
Subsidiaries incurred for general corporate purposes.

            Section 5.12 Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Restatement Effective Date, the Borrower will,
within three Business Days after such Subsidiary is formed or acquired, notify
the Administrative Agent and the Lenders thereof and, within 10 Business Days
after such Subsidiary is formed or acquired, cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary (if it is a
Subsidiary Loan Party) and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

            Section 5.13 Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, Mortgages and other documents), that may be
required under any applicable law, or that the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the expense of the Loan Parties;
provided, that the Collateral and Guarantee Requirement need not be satisfied
with respect to (i) real properties owned by Holdings, the Borrower or any
Subsidiary with an individual fair market value (including fixtures and
improvements) that is less than $10,000,000 and (ii) any real property held by
Holdings, the Borrower or any Subsidiary as a lessee under a lease. Holdings and
the Borrower also agree to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be created
by the Security Documents.

            (b) If any material asset (including any real property or
improvements thereto or any interest therein) that has an individual fair market
value of more than $10,000,000 is acquired by the Borrower or any Subsidiary
Loan Party after the Restatement Effective Date or owned by an entity at the
time it becomes a Subsidiary Loan Party (in each case other than assets
constituting Collateral under the Collateral Agreement that become subject to
the Lien of the Collateral Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause
such asset to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties; provided, that the Collateral and Guarantee
Requirement need not be satisfied with respect to (i) real properties owned by
Holdings, the Borrower or any Subsidiary with an individual fair market value
(including fixtures and improvements) that is less than $10,000,000, (ii) any
real property held by Holdings, the Borrower or any Subsidiary as a lessee under
a lease and (iii) other assets with respect to which the Agent determines that
the cost or impracticability of including such assets as Collateral would be
excessive in relation to the benefits to the Secured Parties.

            Section 5.14 Interest Rate Protection. As promptly as practicable,
and in any event within 90 days after the Restatement Effective Date, the
Borrower will enter into, and thereafter for a period of not less than three
years will maintain in effect, one or more interest rate protection agreements



                                                                              60

on such terms and with such parties as shall be reasonably satisfactory to the
Administrative Agent, to the extent necessary to fix or limit the interest cost
to the Borrower with respect to at least 33% of the Long-Term Indebtedness of
Holdings and the Borrower (after taking into account all fixed-rate Long-Term
Indebtedness, with the East Allocable Share of all Long-Term Indebtedness of
Parent being deemed to be Long-Term Indebtedness of Holdings and the Borrower
solely for purposes of determining compliance with this Section 5.14).

            Section 5.15 Transition of Qwest Billing. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, at all times maintain
procedures and systems permitting the receivables billing and collection
services performed for the Borrower by Qwest Corp. under the Billing and
Collection Agreement to be assumed and conducted by the Borrower or a Subsidiary
(or the Parent or a subsidiary of the Parent on behalf of the Borrower as one of
the Shared Services) substantially equivalent to (and permitting such a
transition within a timeframe no longer than that achievable under) the
procedures and systems currently in effect that were implemented pursuant to
Section 5.15 of the West Credit Agreement.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

            Section 6.01 Indebtedness; Certain Equity Securities. Holdings and
the Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Indebtedness or any Attributable Debt, except:

            (i) Indebtedness created under the Loan Documents and any Permitted
      Holdings Debt, Permitted Subordinated Indebtedness or other unsecured
      Indebtedness of the Borrower or its Subsidiaries in each case to the
      extent the Net Proceeds thereof are used to refinance Indebtedness created
      under the Loan Documents;

            (ii) the Senior Subordinated Debt and Refinancing Indebtedness in
      respect thereof;

            (iii) the Senior Unsecured Debt and Refinancing Indebtedness in
      respect thereof;

            (iv) Indebtedness existing on the Original Closing Date and set
      forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof;

            (v) Indebtedness of the Borrower to any Subsidiary and of any
      Subsidiary to the Borrower or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or
      any Subsidiary Loan Party shall be subject to Section 6.04;

            (vi) Guarantees by the Borrower of Indebtedness of any Subsidiary
      and by any Subsidiary of Indebtedness of any other Subsidiary; provided
      that Guarantees by the Borrower or any Subsidiary Loan Party of
      Indebtedness of any Subsidiary that is not a Loan Party shall be subject
      to Section 6.04;



                                                                              61

      (vii) (A) Indebtedness and Attributable Debt of the Borrower or any
Subsidiary incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals, refinancings and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (other than by an
amount not greater than fees and expenses, including premium and defeasance
costs, associated therewith) or result in a decreased average weighted life
thereof; provided that (1) such Indebtedness or Attributable Debt is
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement and (2) the aggregate principal amount of
Indebtedness and Attributable Debt permitted by this clause (vii)(A) shall not
exceed $30,000,000 at any time outstanding, (B) Capital Lease Obligations and
Attributable Debt in respect of the Equipment Sale-Leaseback not in excess of
$15,000,000 at any time outstanding and (C) Capital Lease Obligations and
Attributable Debt in respect of the Headquarters Sale-Leaseback not in excess of
$12,500,000 at any time outstanding;

      (viii) Indebtedness of any Person that becomes a Subsidiary after the
Original Closing Date; provided that (A) such Indebtedness exists at the time
such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary (except to the extent such
Indebtedness refinanced other Indebtedness to facilitate such entity becoming a
Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by
this clause (viii) shall not exceed $20,000,000 at any time outstanding;

      (ix) other unsecured Indebtedness in an aggregate principal amount not
exceeding $50,000,000 at any time outstanding;

      (x) Third Party Interests issued by Securitization Vehicles in
Securitizations permitted by Section 6.05, and Indebtedness represented by such
Third Party Interests and Indebtedness consisting of Standard Securitization
Undertakings, provided that the aggregate amount of such Third Party Interests
shall not exceed $168,000,000 at any time outstanding;

      (xi) Permitted Holdings Debt, Permitted Subordinated Indebtedness (and any
related Permitted Subordinated Guarantee) and any other unsecured Indebtedness,
in each case without any limitation as to amount so long as Holdings, the
Borrower and the Subsidiaries are in compliance, on a pro forma basis after
giving effect to the incurrence of such Indebtedness, with the Financial
Covenants, and the Net Proceeds of such Indebtedness are applied to prepay Loans
to the extent required by Section 2.11(c);

      (xii) Permitted Holdings Debt and Permitted Subordinated Indebtedness (and
any related Permitted Subordinated Guarantee) incurred to finance a Permitted
Acquisition; provided that (1) such Indebtedness is incurred at the time of or
within 90 days after consummation of such Permitted Acquisition and (2) the
aggregate principal amount of Indebtedness permitted by this clause (xii) shall
not exceed $200,000,000 at any time outstanding; and

      (xiii) Indebtedness incurred pursuant to any Put Financing.

            (b) Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary to, issue any preferred stock or other preferred Equity Interests,
other thian (i) Non-Cash Pay Preferred Stock of Holdings and (ii) Third Party
Interests issued by Securitization Vehicles.



                                                                              62

            Section 6.02 Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

            (i) Liens created under the Loan Documents;

            (ii) Permitted Encumbrances;

            (iii) any Lien existing on the Original Closing Date and set forth
      in Schedule 6.02 on any property or asset of the Borrower or any
      Subsidiary; provided that (A) such Lien shall not apply to any other
      property or asset of the Borrower or any Subsidiary (other than proceeds)
      and (B) such Lien shall secure only those obligations which it secures on
      the date hereof and extensions, renewals, refinancings and replacements
      thereof that do not increase the outstanding principal amount thereof or
      result in an earlier maturity date or decreased weighted average life
      thereof;

            (iv) any Lien existing on any property or asset prior to the
      acquisition thereof by the Borrower or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the
      Original Closing Date prior to the time such Person becomes a Subsidiary;
      provided that (A) such Lien is not created in contemplation of or in
      connection with such acquisition or such Person becoming a Subsidiary, as
      the case may be, (B) such Lien shall not apply to any other property or
      assets of the Borrower or any Subsidiary (other than proceeds) and (C)
      such Lien shall secure only those obligations which it secures on the date
      of such acquisition or the date such Person becomes a Subsidiary, as the
      case may be and extensions, renewals, refinancings and replacements
      thereof that do not increase the outstanding principal amount thereof
      (other than by an amount not in excess of fees and expenses, including
      premium and defeasance costs, associated therewith) or result in a
      decreased average weighted life thereof;

            (v) Liens on fixed or capital assets acquired, constructed or
      improved by the Borrower or any Subsidiary; provided that (A) such Liens
      secure Indebtedness permitted by clause (vii) of Section 6.01(a), (B) such
      Liens and the Indebtedness secured thereby are incurred prior to or within
      90 days after such acquisition or the completion of such construction or
      improvement, (C) the Indebtedness secured thereby does not exceed the cost
      of acquiring, constructing or improving such fixed or capital assets and
      (D) such Liens shall not apply to any other property or assets of the
      Borrower or any Subsidiary (other than proceeds);

            (vi) Liens in favor of any Securitization Vehicle or any collateral
      agent on Securitization Assets transferred or purported to be transferred
      to such Securitization Vehicle in connection with Securitizations
      permitted by Section 6.05; and

            (vii) Liens not otherwise permitted by this Section 6.02 securing
      obligations other than Indebtedness and involuntary Liens not otherwise
      permitted by this Section 6.02 securing Indebtedness, which obligations
      and Indebtedness are in an aggregate amount not in excess of $20,000,000
      at any time outstanding.

            (b) Holdings will not create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect thereof, except Liens created under the Collateral Agreement and
Permitted Encumbrances.



                                                                              63

            Section 6.03 Fundamental Changes. (a) Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, (i) any Subsidiary may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan
Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate
with any other Person in order to effect a Permitted Acquisition and (iv) any
Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

            (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than a
Permitted Business.

            (c) Holdings will not engage in any business or activity other than
the ownership of all the outstanding shares of capital stock of the Borrower and
activities incidental thereto. Holdings will not own or acquire any assets
(other than shares of capital stock of the Borrower, cash and Permitted
Investments) or incur any liabilities (other than liabilities under the Loan
Documents, obligations of Holdings in respect of Permitted Holdings Debt,
obligations under any employment agreement, stock option plans or other benefit
plans for management or employees of Holdings, the Borrower and its
Subsidiaries, liabilities imposed by law, including tax liabilities, and other
liabilities incidental to its existence and permitted business and activities).

            Section 6.04 Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, make, purchase, hold or acquire (including pursuant to any merger with any
Person that was not a wholly owned Subsidiary prior to such merger) any
Investment, except:

            (a) the East Acquisition;

            (b) Permitted Investments;

            (c) Investments existing on the date hereof and set forth on
      Schedule 6.04;

            (d) Investments by the Borrower and its Subsidiaries in Equity
      Interests in (i) Subsidiaries that are Subsidiary Loan Parties immediately
      prior to the time of such Investments and (ii) Foreign Subsidiaries;
      provided that the aggregate amount of investments by Loan Parties in,
      loans and advances by Loan Parties to, and Guarantees by Loan Parties of
      Indebtedness of, Subsidiaries that are not Loan Parties (including all
      such investments, loans, advances and Guarantees existing on the Original
      Closing Date but excluding any such Investments made after the Original
      Closing Date with Designated Equity Proceeds) shall not exceed $20,000,000
      at any time outstanding;

            (e) loans or advances made by the Borrower to any Subsidiary and
      made by any Subsidiary to the Borrower or any other Subsidiary; provided
      that (A) any such loans and advances made to a Loan Party shall be
      subordinated to the Obligations pursuant to the Affiliate Subordination
      Agreement and shall be evidenced by a promissory note pledged pursuant to
      the Collateral Agreement and (B) the amount of such loans and advances
      made by Loan Parties to



                                                                              64

      Subsidiaries that are not Loan Parties shall be subject to the limitation
      set forth in clause (d) above;

            (f) Guarantees constituting Indebtedness permitted by Section 6.01;
      provided that (i) a Subsidiary shall not Guarantee either the Senior
      Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary
      also has Guaranteed the Obligations pursuant to the Collateral Agreement,
      (B) such Guarantee of the Senior Subordinated Debt is subordinated to such
      Guarantee of the Obligations on terms no less favorable to the Lenders
      than the subordination provisions of the Senior Subordinated Debt and (C)
      such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt
      provides for the release and termination thereof, without action by any
      party, upon any release and termination of such Guarantee of the
      Obligations, and (ii) the aggregate principal amount of Indebtedness of
      Subsidiaries that are not Loan Parties that is Guaranteed by any Loan
      Party shall be subject to the limitation set forth in clause (d) above;

            (g) Permitted Acquisitions, provided that such Permitted
      Acquisitions shall be made (i) for consideration consisting of common
      stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with
      Designated Equity Proceeds or, (ii) to the extent not made for such stock
      consideration or with Designated Equity Proceeds, for other consideration
      provided that the aggregate cumulative amount of such other consideration
      paid after the Original Closing Date for all such Permitted Acquisitions
      (including any Indebtedness of any acquired entity existing immediately
      after consummation of such acquisition or repaid or assumed by Holdings or
      a Subsidiary in connection therewith) shall not exceed $200,000,000 or, if
      at the time of and after giving pro forma effect to any such Permitted
      Acquisition, the Pro Forma Leverage Ratio would be less than 5.00 to 1.00,
      $300,000,000;

            (h) investments (including debt obligations and equity securities)
      received in connection with the bankruptcy or reorganization of, or
      settlement of delinquent accounts and disputes with, customers and
      suppliers, in each case in the ordinary course of business;

            (i) extensions of trade credit in the ordinary course of business;

            (j) Investments consisting of non-cash consideration received in
      respect of sales, transfers or other dispositions of assets to the extent
      permitted by Section 6.05;

            (k) Swap Agreements entered into in compliance with Section 6.07;

            (l) loans and advances by the Borrower and any of its Subsidiaries
      to their employees in the ordinary course of business and for bona fide
      business purposes in an aggregate amount at any time outstanding not in
      excess of $10,000,000;

            (m) Investments consisting of Sellers' Retained Interests in
      Securitizations permitted by Section 6.05; and

            (n) Investments in Unrestricted Subsidiaries and any other Person
      (other than Foreign Subsidiaries) made with Designated Equity Proceeds or,
      to the extent not made with Designated Equity Proceeds, in an aggregate
      amount at any time outstanding not in excess of $50,000,000.

            Section 6.05 Asset Sales. The Borrower will not, and will not permit
any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interest owned by it and any sale of Securitization
Assets in connection with a Securitization, nor will the Borrower permit any of
it Subsidiaries to issue any additional Equity Interest in such Subsidiary,
except:



                                                                              65

            (a) sales of (x) inventory and (y) used, surplus, obsolete or
      worn-out equipment and Permitted Investments in the ordinary course of
      business;

            (b) sales, transfers and dispositions to the Borrower or a
      Subsidiary; provided that any such sales, transfers or dispositions
      involving a Subsidiary that is not a Loan Party shall be made in
      compliance with Section 6.09;

            (c) sales of receivables on substantially the same terms that the
      receivables are purchased by Qwest Corp. pursuant to the Billing and
      Collection Agreement as in effect on the Original Closing Date prior to
      November 1, 2004, and thereafter as in effect on November 1, 2004,
      including sales of receivables pursuant to and in accordance with the
      Billing and Collection Agreement;

            (d) sale and leaseback transactions permitted by Section 6.06;

            (e) Permitted Asset Swaps;

            (f) sales, transfers and dispositions of any Equity Interests in any
      Unrestricted Subsidiary to Persons other than the Parent, Holdings, the
      Borrower or any Subsidiary;

            (g) sales of Securitization Assets to one or more Securitization
      Vehicles in Securitizations; provided that (i) each such Securitization is
      effected on market terms as reasonably determined by the management of the
      Borrower, (ii) the aggregate amount of Third Party Interests in respect of
      all such Securitizations does not exceed $168,000,000 at any time
      outstanding, (iii) the proceeds to each such Securitization Vehicle from
      the issuance of Third Party Interests are applied substantially
      simultaneously with receipt thereof to the purchase from the Borrower or
      Subsidiaries of Securitization Assets and an amount equal to 100% of the
      Net Proceeds from each such Securitization is applied to the mandatory
      repayment of Term Loans in accordance with Section 2.11(c) and (iv) the
      Equity Interests and Sellers' Retained Interests in respect of each such
      Securitization Vehicle shall be pledged to the Collateral Agent under the
      Collateral Agreement;

            (h) sales, transfers and other dispositions of assets (other than
      Equity Interests in a Subsidiary) that are not permitted by any other
      clause of this Section; provided that the aggregate cumulative fair market
      value of all assets sold, transferred or otherwise disposed of after the
      Original Closing Date in reliance upon this clause (h) shall not exceed
      $200,000,000; and

            (i) sales, transfers and other dispositions of assets utilized in
      connection with Shared Services Assets and Operations to RHD Corp. or a
      subsidiary thereof in connection with the provision by RHD Corp. or such
      subsidiary of Shared Services;

provided that (x) all sales, transfers, leases and other dispositions permitted
hereby (other than pursuant to clauses (a)(y), (b) and (e) above) shall be made
for at least 75% cash consideration or, in the case of Permitted Investments,
sales of receivables or sale and leaseback transactions, 100% cash
consideration, and (y) all sales, transfers, leases and other dispositions
permitted by clauses (a) and (h) above shall be made for fair value.

            Section 6.06 Sale and Leaseback Transactions. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially



                                                                              66

the same purpose or purposes as the property sold or transferred, except (a) for
the Equipment Sale-Leaseback, the Headquarters Sale-Leaseback and any other such
sale of any fixed or capital assets that is made for cash consideration in an
amount not less than the cost of such fixed or capital asset and is consummated
within 90 days after the Borrower or such Subsidiary acquires or completes the
construction of such fixed or capital asset and (b) in each case, to the extent
all Capital Lease Obligations, Attributable Debt and Liens associated with such
sale and leaseback transaction are permitted by Sections 6.01(a)(vii) and
6.02(a)(v) (treating the property subject thereto as being subject to a Lien
securing the related Attributable Debt, in the case of a sale and leaseback not
accounted for as a Capital Lease Obligation).

            Section 6.07 Swap Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Swap Agreement, except (a)
Swap Agreements required by Section 5.14, (b) Swap Agreements entered into in
the ordinary course of business to hedge or mitigate risks to which the Borrower
or any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries) in the conduct of its
business or the management of its liabilities, (c) Swap Agreements required by
any Securitization and (d) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.

            Section 6.08 Restricted Payments; Certain Payments of Indebtedness.
Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except (i)
Holdings may declare and pay dividends with respect to its capital stock payable
solely in additional shares of its common stock, (ii) Subsidiaries of the
Borrower may declare and pay dividends ratably with respect to their capital
stock, Holdings and the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management,
employees or Associated Employees (including former employees and former
Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided
that the amount thereof, taken together with any payments or transfers of cash,
assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed
$10,000,000 in any fiscal year, provided no Event of Default is continuing or
would result therefrom, the Borrower may pay dividends to Holdings (x) within
the 30-day period prior to any payment date for interest on Permitted Holdings
Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in
the amount of such interest payment and (y) at any time in such amounts as may
be necessary to permit Holdings to pay its expenses and liabilities incurred in
the ordinary course (other than payments in respect of Indebtedness or
Restricted Payments), provided no Event of Default is continuing or would result
therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings
may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate
amount not to exceed $5,000,000 during any fiscal year of the Borrower and (B)
so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if
on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than
5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of
Excess Cash Flow for the immediately preceding fiscal year of the Borrower less
the amount of any other Designated Excess Cash Expenditures made with such
Borrower's Portion of Excess Cash Flow, Restricted Payments in amounts as shall
be necessary to make Tax Payments to the extent not disallowed by Section 6.14;
provided that all Restricted Payments made pursuant to this clause (vi) are used
by the Parent or Holdings for the purpose specified in clause (vi) within 30
days of receipt thereof, provided that no Event of Default is continuing or
would result therefrom, the Borrower may pay dividends to Holdings, and Holdings
may, in turn, pay such dividends to the Parent to enable RHD Corp. to (A)
repurchase its common stock and (B) pay cash dividends on its common stock, in
an aggregate amount for the preceding clauses (A) and (B) during any fiscal year
not to exceed, if the Leverage Ratio (determined on a pro forma basis after
giving effect to such Restricted Payment) for the period of four



                                                                              67

consecutive fiscal quarters most recently ended on or prior to the date of such
Restricted Payment is (w) greater than 4.00 to 1.0, 10% of Excess Cash Flow for
the previous year, (x) greater than 3.50 to 1.0 but less than or equal to 4.00
to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to
1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the
previous year and (z) less than 3.00 to 1.0, 50% of Excess Cash Flow for the
previous year, provided that no Event of Default is continuing or would result
therefrom, the Borrower may from time to time pay cash dividends to Holdings and
Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the East Allocable Share of
regularly scheduled cash interest payable during the next period of 30 days on
any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness,
provided, however, that (A) any such dividends relating to any such cash
interest payment must be paid not earlier than 30 days prior to the date when
such cash interest is required to be paid by the Parent and the proceeds must
(except to the extent prohibited by applicable subordination provisions) be
applied by the Parent to the payment of such interest when due and (B) in the
case of Qualifying Parent Indebtedness, no payment of dividends may be made
pursuant to this clause (viii) in respect of the East Allocable Share of cash
interest on such Indebtedness other than Base QPI unless the Interest Coverage
Ratio (determined on a pro forma basis after giving effect to such dividend
payment) for the period of four consecutive fiscal quarters most recently ended
on or prior to the date of such dividend payment is not less than 1.75 to 1.00,
(ix) the Borrower may from time to time pay cash dividends to Holdings and
Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the amount necessary to
repurchase the Existing Parent Notes pursuant to the Change in Control Offers,
and (x) provided that no Event of Default is continuing or would result
therefrom, the Borrower may from time to time pay cash dividends to Holdings,
and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the RHD Allocable Share of
regularly scheduled cash interest payable during the next period of 30 days on
the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such
dividends relating to any such cash interest payment must be paid not earlier
than 30 days prior to the date when such cash interest is required to be paid by
RHD Corp. and the proceeds must (except to the extent prohibited by applicable
subordination provisions, if any) be applied by RHD Corp. to the payment of such
interest when due, (B) no payment of dividends may be made pursuant to this
clause (x) in respect of the RHD Allocable Share of cash interest on such
Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio
(determined on a pro forma basis after giving effect to such dividend payment)
for the period of four consecutive fiscal quarters most recently ended on or
prior to the date of such dividend payment is not less than 1.75 to 1.00 and (C)
at the time of the incurrence of such Indebtedness (other than Base RHD
Indebtedness outstanding on the Restatement Effective Date), and after giving
effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to 1.00.

            (b) The Parent, Holdings and the Borrower will not, nor will they
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Indebtedness, except:

            (i) payment of Indebtedness created under the Loan Documents;

            (ii) payment of regularly scheduled interest and principal payments
      as and when due in respect of any Indebtedness (including any Put
      Financing Indebtedness), other than payments in respect of the Senior
      Subordinated Debt, Permitted Subordinated Indebtedness, Qualifying Parent
      Indebtedness, Parent Non-Cash Pay Debt or other subordinated Indebtedness
      prohibited by the subordination provisions thereof;



                                                                              68

            (iii) refinancings of Indebtedness to the extent permitted by
      Section 6.01;

            (iv) payment of secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

            (v) prepayment of Capital Lease Obligations in an aggregate
      cumulative amount from and after the Original Closing Date not exceeding
      $5,000,000;

            (vi) Optional Repurchases of other Indebtedness involving cumulative
      expenditures in any fiscal year not in excess of an amount equal to the
      Borrower's Portion of Excess Cash Flow for the immediately preceding
      fiscal year less the amount of other Designated Excess Cash Expenditures
      made with such Borrower's Portion of Excess Cash Flow, provided, however,
      that on the date of each such Optional Repurchase the Pro Forma Leverage
      Ratio is less than 5.00 to 1.00;

            (vii) Optional Repurchases of other Indebtedness involving
      expenditures in an amount not in excess of (x) that portion of the Net
      Proceeds (or Allocable Net Proceeds, as the case may be) from any Equity
      Issuance (or portion thereof) in respect of which the Required Percentage
      is 50% which is not required to be applied to the prepayment of Term Loans
      pursuant to Section 2.11(c) and (y) 50% of the Net Proceeds (or Allocable
      Net Proceeds, as the case may be) from any Equity Issuance (or portion
      thereof) in respect of which the Required Percentage is 0%; provided,
      however, that (I) such Optional Repurchases are effected within 180 days
      of the receipt of the Net Proceeds (or Allocable Net Proceeds) from the
      relevant Equity Issuance and (II) in the case of Optional Repurchases made
      pursuant to clause (y), the Borrower makes the related mandatory
      prepayment of Term Borrowings required by Section 2.11(e); and

            (viii) repurchases of the Existing Notes pursuant to the Change in
      Control Offers.

            (c) The Parent, Holdings and the Borrower will not, and will not
permit any Subsidiary to, furnish any funds to, make any Investment in, or
provide other consideration to any other Person (including an Unrestricted
Subsidiary) for purposes of enabling such Person to, or otherwise permit any
such Person to, make any Restricted Payment or other payment or distribution
restricted by this Section that could not be made directly by Holdings or the
Borrower in accordance with the provisions of this Section.

            Section 6.09 Transactions with Affiliates. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions that do not involve Holdings or any
of its subsidiaries that are not Subsidiaries and are at prices and on terms and
conditions not less favorable to the Borrower or such Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties; provided that
such transactions, if not in the ordinary course of business, are set forth in
writing and have been approved by a majority of the members of the Governing
Board of the Borrower having no personal stake in such transactions, and, if
such transaction involves an amount in excess of $20,000,000, has been
determined by a nationally recognized appraisal or investment banking firm to be
fair, from a financial standpoint, to the Borrower and its Subsidiaries, (b)
transactions between or among the Borrower and the Subsidiary Loan Parties not
involving any other Affiliate, (c) any Restricted Payment permitted by Section
6.08, (d) the sale of receivables on substantially the same terms that the
Borrower Receivables are purchased by Qwest Corp. pursuant to the Billing and
Collection Agreement as in effect on the Original Closing Date or on or before
November 1, 2004, and thereafter as in effect on November 1, 2004, (e) the
payment of reasonable fees to directors of Holdings or the Borrower who are not
employees of the



                                                                              69

Borrower or any of its Subsidiaries, (f) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans or
similar employee benefit plans for employees or Associated Employees of the
Borrower and its Subsidiaries, which, in each case, have been approved by the
Governing Board of the Borrower, provided that any payments of cash or transfers
of debt securities or assets pursuant to this clause (f), taken together with
Restricted Payments pursuant to Section 6.08(a)(iii), shall not exceed
$10,000,000 in any fiscal year of the Borrower, (g) the existence of, or
performance by the Borrower or any of its Subsidiaries of its obligations under
the terms of, any tax sharing agreement permitted under Section 6.14 to which it
is a party as of the Original Closing Date, (h) Shared Services Payments made to
the Parent and/or RHD Corp. not less frequently than quarterly pursuant to
procedures (including procedures for allocating reimbursable costs) approved as
being fair and reasonable by a majority of the members of the Governing Board of
the Borrower, (i) transfers of assets utilized in connection with Shared
Services Assets and Operations to RHD Corp. (or a subsidiary of RHD Corp.) in
connection with the provision of Shared Services by RHD Corp. or such subsidiary
to RHD Inc. and/or Parent and their respective subsidiaries, (j) transactions
between RHD Inc. and/or its Subsidiaries, on the one hand, and the Borrower
and/or its Subsidiaries, on the other hand, for which the reimbursement or
consideration represents an allocation on a fair and reasonable basis to such
person provided that, such allocation represents an amount no less than cost,
(k) transactions under the Employee Cost Sharing Agreement, including payments
thereunder to the West Borrower or to the Employee Company in respect of
Associated Employees, (l) sales of Securitization Assets to Securitization
Vehicles and other transactions effected as part of Securitizations permitted by
Section 6.05, and (m) arrangements pursuant to which payments by Qwest for
advertising in directories that were committed to be made in connection with the
East Acquisition and the acquisition by the West Borrower of Qwest's directories
services business in the West Territories are allocated approximately 42% to the
Borrower and approximately 58% to the West Borrower (without regard to the
directories in which such advertising is actually placed).

            Section 6.10 Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of Holdings,
the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets to the Secured Parties securing the Obligations,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of
the Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by any Loan Document,
Senior Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.10 (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to any Put Financing, any Qualifying Parent
Indebtedness, any Parent Non-Cash Pay Debt, any Permitted Holdings Debt or any
indebtedness of RHD Corp., (v) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and the proceeds
thereof, (vi) clause (a) of the foregoing shall not apply to customary
provisions in leases restricting the assignment thereof, (vii) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
related to any Indebtedness incurred by a Subsidiary prior to the date on which
such Subsidiary was acquired by Holdings (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (viii) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any



                                                                              70

agreement related to the refinancing of Indebtedness, provided that the terms of
any such restrictions or conditions are not materially less favorable to the
Lenders than the restrictions or conditions contained in the predecessor
agreements, (ix) the foregoing shall not apply to customary restrictions
contained in any documents relating to any Securitizations, provided that such
restrictions only apply to the applicable Securitization Vehicle and its assets
and (x) the foregoing shall not apply to customary provisions in joint venture
agreements.

            Section 6.11 Change in Business. Each of Holdings and the Borrower
will not, and will not permit any Subsidiary to, engage at any time in any
business or business activity other than a Permitted Business. Without limiting
the foregoing, Holdings shall not engage in any business or conduct any activity
other than holding the capital stock of the Borrower, and activities reasonably
related thereto.

            Section 6.12 Fiscal Year. Each of Holdings and the Borrower shall
not change its fiscal year for accounting and financial reporting purposes to
end on any date other than December 31.

            Section 6.13 Amendment of Material Documents. (a) Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, amend, modify or
waive any of its rights under (i) any Senior Subordinated Debt Document, (ii)
any Senior Unsecured Debt Document, (iii) the Employee Cost Sharing Agreement,
(iv) the IP License Agreement or (v) its certificate of incorporation, by-laws
or other organizational documents if, taken as a whole, such amendment,
modification or waiver is adverse in any material respect to the interests of
the Lenders.

            (b) Neither Holdings nor the Borrower will, nor will they permit the
Parent or any Subsidiary to, amend, modify, waive or terminate any of its rights
under (i) the East Acquisition Agreement or any of the Core Qwest Agreements,
(ii) the tax sharing agreement described in Section 6.14 (iii) the Parent
Acquisition Agreement, in the case of clauses (i) and (ii) above to the extent
that, taken as a whole, such amendment, modification, waiver or termination is
adverse in any material respect to the interests of the Lenders and in the case
of clause (iii) above, in a manner that is material and adverse to the Lenders
without the consent of the Administrative Agent, such consent not to be
unreasonably withheld or delayed.

            Section 6.14 Tax Payments. Except pursuant to a tax sharing
agreement having customary terms and conditions which has been approved by the
Arrangers (such approval not to be unreasonably withheld or delayed), Holdings
and the Borrower will not, and will not permit any Subsidiary to, (i) make
payments in respect of Applicable Taxes (whether owed by them or any other
Person) in amounts (in the aggregate for Holdings and the Subsidiaries) in
excess of those that would be payable by (or at times other than when such taxes
would be payable by) Holdings and the Subsidiaries as a separate consolidated
group for tax purposes or (ii) provide funds to the Parent or any Affiliates of
the Parent (other than Holdings and the Subsidiaries) for the payment of
Applicable Taxes of members of any consolidated tax group including the Parent
or Holdings and the Subsidiaries in amounts in excess of, or at times other
than, those permitted by clause (i) above.

            Section 6.15 Interest Coverage Ratio. Holdings and the Borrower will
not permit the Interest Coverage Ratio as of the last day of a fiscal quarter
set forth below to be less than the ratio set forth below opposite such date:



Fiscal Quarter Ended     Ratio
- --------------------     ------------
                      
March 31, 2006           1.50 to 1.00
June 30, 2006            1.50 to 1.00
September 30, 2006       1.50 to 1.00




                                                                          71


Fiscal Quarter Ended     Ratio
- --------------------     ------------
                      
December 31, 2006        1.50 to 1.00
March 31, 2007           1.50 to 1.00
June 30, 2007            1.50 to 1.00
September 30, 2007       1.50 to 1.00
December 31, 2007        1.50 to 1.00
March 31, 2008           1.50 to 1.00
June 30, 2008            1.50 to 1.00
September 30, 2008       1.50 to 1.00
December 31, 2008        1.75 to 1.00
March 31, 2009           1.75 to 1.00


            Section 6.16 [Reserved].

            Section 6.17 Leverage Ratio. Holdings and the Borrower will not
permit the Leverage Ratio as of the last day of a fiscal quarter set forth below
to exceed the ratio set forth opposite such date:



Fiscal Quarter Ended     Ratio
- --------------------     ------------
                      
March 31, 2006           5.25 to 1.00
June 30, 2006            5.25 to 1.00
September 30, 2006       5.25 to 1.00
December 31, 2006        5.25 to 1.00
March 31, 2007           5.25 to 1.00
June 30, 2007            5.25 to 1.00
September 30, 2007       5.25 to 1.00
December 31, 2007        5.00 to 1.00
March 31, 2008           5.00 to 1.00
June 30, 2008            5.00 to 1.00
September 30, 2008       5.00 to 1.00
December 31, 2008        4.75 to 1.00
March 31, 2009           4.75 to 1.00


            Section 6.18 Senior Secured Leverage Ratio. Holdings and the
Borrower will not permit the Senior Secured Leverage Ratio as of the last day of
a fiscal quarter set forth below to exceed the ratio set forth opposite such
date:



Fiscal Quarter Ended     Ratio
- --------------------     ------------
                      
March 31, 2006           3.75 to 1.00
June 30, 2006            3.75 to 1.00
September 30, 2006       3.75 to 1.00
December 31, 2006        3.75 to 1.00
March 31, 2007           3.75 to 1.00
June 30, 2007            3.75 to 1.00
September 30, 2007       3.75 to 1.00
December 31, 2007        3.50 to 1.00
March 31, 2008           3.50 to 1.00
June 30, 2008            3.50 to 1.00
September 30, 2008       3.50 to 1.00




                                                                              72



Fiscal Quarter Ended        Ratio
- --------------------     ------------
                      
December 31, 2008        3.50 to 1.00
March 31, 2009           3.50 to 1.00


            Section 6.19 [Reserved].

            Section 6.20 Collections, Funds and Permitted Investments. Holdings
and the Borrower (a) will at all times cause all payments in respect of accounts
receivable of the Borrower and the Subsidiaries (including but not limited to
purchase price payments under the Billing and Collection Agreement) and all
other cash payments to or for the benefit of the Borrower and the Subsidiaries
(collectively, "Receipts") to be deposited directly into bank accounts
(including lockbox accounts) in respect of which no Affiliate of the Borrower
(other than a Subsidiary Loan Party or, in the case of funds of Foreign
Subsidiaries, Foreign Subsidiaries) has any interest or claim (collectively,
"Borrower Bank Accounts") and (b) will not cause or permit Receipts to be
commingled at any time with funds owned (beneficially or otherwise) by, or
subject to claims of, any Affiliate of the Borrower other than a Subsidiary Loan
Party or, in the case of Receipts of Foreign Subsidiaries, Foreign Subsidiaries
(including without limitation, the Parent or any subsidiary of the Parent other
than the Borrower and its Subsidiaries). Holdings and the Borrower will at all
times cause all cash and Permitted Investments owned or held by Holdings, the
Borrower or any Subsidiary to be held only in Borrower Bank Accounts and in
securities accounts over which no Affiliate of the Borrower (other than a
Subsidiary Loan Party or, in the case of cash and Permitted Investments of
Foreign Subsidiaries, Foreign Subsidiaries) has any interest or claim.

            Section 6.21 Parent Covenants. (a) The Parent will not engage in any
business or activity other than the ownership of outstanding shares of capital
stock of Holdings and West Holdings, the issuance and sale of its common stock,
Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt, any Put Financing
Indebtedness and, to the extent permitted hereby, Qualifying Parent
Indebtedness, the ownership of Shared Services Assets and Operations, the
provision of Shared Services and, in each case, activities incidental thereto.
The Parent will not own or acquire any assets (other than shares of capital
stock of Holdings and West Holdings, assets constituting Shared Services Assets
and Operations, cash and Permitted Investments) or incur any liabilities (other
than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent
permitted hereby, Qualifying Parent Indebtedness, ordinary course trade
payables, employee compensation liabilities (including, without limitation,
loans and advances to employees in the ordinary course of business) and other
liabilities incurred in the ordinary course in connection with the provision of
Shared Services by the Parent or any subsidiary of the Parent, liabilities under
the Loan Documents, liabilities under the West Credit Facilities substantially
equivalent to those under Section 6.21(b), liabilities imposed by law, including
tax liabilities, and other liabilities incidental to the maintenance of its
existence and permitted activities). The Parent will not create, incur, assume
or permit to exist any Lien on any property or assets now owned or hereafter
acquired by it other than Permitted Encumbrances. The Parent shall not in any
event incur or permit to exist any Indebtedness for borrowed money other than
(i) Parent Non-Cash Pay Debt, (ii) any Put Financing Indebtedness and (iii)
Qualifying Parent Indebtedness; provided, however, that in the case of
Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance
Conditions are satisfied at the time of any such issuance of Qualifying Parent
Indebtedness; provided, further, however, that notwithstanding any other
provision of this Agreement or any other Loan Document, it is expressly
understood and agreed that the Parent shall not be personally liable under the
Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party
agrees to look solely to the Pledged Collateral (as defined in the Parent Pledge
Agreement) for satisfaction of the Parent's obligations under the Parent Pledge
Agreement.



                                                                              73

            (b) In the event and on each occasion that the Parent receives any
East Acquisition Agreement Recovery, it will, not later than five Business Days
after receipt thereof, contribute the full amount of such East Acquisition
Agreement Recovery to the common capital of Holdings (unless such amount shall
have previously been contributed to the common capital of West Holdings pursuant
to Section 6.22(b) of the West Credit Agreement), or utilize the full amount of
such East Acquisition Agreement Recovery to purchase Equity Interests of
Holdings (or the Equity Interests of West Holdings pursuant to Section 6.22(b)
of the West Credit Agreement). Promptly after receiving the proceeds of any
capital contribution from, or from the purchase of its Equity Interests by, the
Parent pursuant to this paragraph, Holdings will contribute the full amount
thereof to the common capital of the Borrower. Promptly after receiving payment
from any West Entity with respect to the provision by Holdings or any of its
subsidiaries of Shared Services to any West Entity, Parent will contribute the
full amount of such payment to the common capital of Holdings and, if such
Shared Services were performed by a subsidiary of Holdings, Holdings will
contribute such amount to the Borrower.

            (c) The Parent will ensure that any Shared Services Payments made by
the Borrower or its Subsidiaries to the Parent represent only reimbursement for
cash expenses actually incurred by the Parent or RHD Corp., as the case may be,
or any of their respective subsidiaries (other than Holdings, RHD Inc. or any of
their respective subsidiaries) (including accrued costs payable in cash by the
Parent or RHD Corp., as the case may be, or any of their respective subsidiaries
(other than Holdings, RHD Inc. or any of their respective subsidiaries) within
the 30-day period after its receipt of a Shared Services Payment) that are
directly attributable to the provision of Shared Services to the Borrower and
its Subsidiaries or, if not directly attributable to such Shared Services, are
not directly attributable to Shared Services provided to any other Persons and
represent a fair and equitable allocation of such out-of-pocket expenses that
are not so directly attributable among the Borrower and the Subsidiaries, on the
one hand, and all other Persons, on the other hand, to which the Parent or RHD
Corp., as the case may be, or any of their respective subsidiaries (other than
Holdings, RHD Inc. or any of their respective subsidiaries) provides Shared
Services (including the West Borrower and its subsidiaries (including
"unrestricted subsidiaries" permitted by the West Credit Facilities) and any
Unrestricted Subsidiaries). Shared Services Payments will not in any event
include payments in respect of trade payables incurred in connection with the
conduct of the Permitted Businesses of the Borrower and the Subsidiaries
(including, for example, payables relating to printing costs, distribution
costs, and costs of inventory, paper and other raw materials), which shall be
incurred and paid directly by the Borrower and the Subsidiaries (it being
understood, however, that trade payables of the Parent or RHD Corp., as the case
may be, or any of their respective subsidiaries (other than Holdings, RHD Inc.
or any of their respective subsidiaries) incurred in the ordinary course
relating to assets included in the Shared Services Assets and Operations or the
provision of Shared Services may be incurred by the Parent or RHD Corp., as the
case may be, or any of their respective subsidiaries (other than Holdings, RHD
Inc. or any of their respective subsidiaries) and reimbursed as Shared Services
Payments in accordance herewith). The Parent will invoice the Borrower and the
Subsidiaries for Shared Services Payments on a periodic basis, not less
frequently than quarterly. The Parent will from time to time provide the
Administrative Agent with such analyses and other information regarding Shared
Services Payments, including with respect to attributions and allocations of
costs and expenses to the Borrower and the Subsidiaries, as the Administrative
Agent may reasonably request.

            Section 6.22 Designation of Unrestricted Subsidiaries. (a) Holdings
may not designate any Subsidiary as an Unrestricted Subsidiary and Holdings may
after the Original Closing Date designate any other newly formed or acquired
subsidiary as an Unrestricted Subsidiary under this Agreement (a "Designation")
only if:

            (i) such subsidiary does not own any Equity Interests of any
      Subsidiary;



                                                                              74

            (ii) no Event of Default shall have occurred and be continuing at
      the time of or after giving effect to such Designation;

            (iii) after giving effect to such Designation and any related
      Investment to be made in such designated subsidiary by Holdings or any
      Subsidiary (which shall in any event include any existing Investment in
      such Person at the time it is designated as an Unrestricted Subsidiary),
      (A) any such existing Investment and related Investment would comply with
      Section 6.04 and (B) Holdings and the Subsidiaries would be in compliance
      with each of the Financial Covenants, calculated on a pro forma basis as
      if such Designation and Investment had occurred immediately prior to the
      first day of the period of four consecutive fiscal quarters most recently
      ended; and

            (iv) Holdings has delivered to the Administrative Agent (A) written
      notice of such Designation and (B) a certificate, dated the effective date
      of such Designation, of a Financial Officer stating that no Event of
      Default has occurred and is continuing and setting forth reasonably
      detailed calculations demonstrating pro forma compliance with the
      Financial Covenants in accordance with paragraph (iii) above.

            (b) Neither Holdings nor any Subsidiary shall at any time (i)
provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (ii) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness
which provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon (or cause such Indebtedness or the payment thereof to
be accelerated, payable or subject to repurchase prior to its final scheduled
maturity) upon the occurrence of a default with respect to any other
Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the
case of clause (i) or (ii) to the extent permitted under Section 6.01 and 6.04
hereof. Each Designation shall be irrevocable, and no Unrestricted Subsidiary
may become a Subsidiary, be merged with or into Holdings or any Subsidiary or
liquidate into or transfer substantially all its assets to Holdings or any
Subsidiary.

            Section 6.23 Employee Outsourcing Arrangements. In the event of any
bankruptcy or insolvency of the West Borrower while the Employee Cost Sharing
Agreement is in effect, the Borrower will, unless the Required Lenders otherwise
consent, use its commercially reasonable efforts (including by exercising such
rights as are legally available to it under such agreement) to directly employ
all Associated Employees as soon as practicable.

            Section 6.24 Commingling of Accounts. Each of Holdings and the
Borrower will not, nor will it cause or permit any Subsidiary to, commingle
amounts relating to Securitization Assets sold pursuant to a Securitization with
cash or any other amounts of Holdings, the Borrower and the Subsidiaries other
than the temporary commingling of collections on and proceeds of any accounts
receivable or related assets of the Borrower and its Subsidiaries, in each case
as may be necessary to identify and sort such collections and proceeds.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

            If any of the following events ("Events of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of any Loan or any
      reimbursement obligation in respect of any LC Disbursement when and as the
      same shall become due and payable, whether at the due date thereof or at a
      date fixed for prepayment thereof or otherwise;



                                                                              75

      (b) the Borrower shall fail to pay any interest on any Loan or any fee or
any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Loan Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of three Business Days;

      (c) any representation or warranty made or deemed made by or on behalf of
the Parent, Holdings, the Borrower or any Subsidiary in or in connection with
any Loan Document or any amendment or modification thereof or waiver thereunder,
or in any certificate furnished pursuant to or in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, shall
prove to have been incorrect in any material respect when made or deemed made;

      (d) the Parent, Holdings or the Borrower shall fail to observe or perform
any covenant, condition or agreement contained in Section 5.02, 5.04 (with
respect to the existence of Holdings or the Borrower), 5.11 or in Article VI;

      (e) any Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in any Loan Document (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will promptly be given at the
request of any Lender);

      (f) Holdings, the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable
(after giving effect to any applicable grace period specified in the agreement
or instrument governing such Indebtedness);

      (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) (i) shall not apply to (A) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness and (B) repurchases of the
Existing Notes pursuant to the Change in Control Offers and (ii) shall give
effect to any notice required or grace period provided in the agreement or
instrument governing such relevant Material Indebtedness, but shall not give
effect to any waiver granted by the holders of such relevant Material
Indebtedness after the giving of such notice or during such applicable grace
period;

      (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of Holdings, the Borrower or any Material Subsidiary or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary or
for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

      (i) Holdings, the Borrower or any Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any



                                                                              76

      Federal, state or foreign bankruptcy, insolvency, receivership or similar
      law now or hereafter in effect, (ii) consent to the institution of any
      proceeding or petition described in clause (h) of this Article, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings, the Borrower
      or any Subsidiary or for a substantial part of its assets, (iv) file an
      answer admitting the material allegations of a petition filed against it
      in any such proceeding that would entitle the other party or parties to an
      order for relief, (v) make a general assignment for the benefit of
      creditors or (vi) take any action for the purpose of effecting any of the
      foregoing;

            (j) one or more judgments for the payment of money in an aggregate
      amount in excess of $20,000,000 (net of amounts covered by insurance)
      shall be rendered against Holdings, the Borrower, any Subsidiary or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to
      attach or levy upon any assets of Holdings, the Borrower or any Subsidiary
      to enforce any such judgment;

            (k) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in a Material
      Adverse Effect;

            (l) any Lien purported to be created under any Security Document
      shall cease to be, or shall be asserted by any Loan Party not to be, a
      valid and perfected Lien on any Collateral having, in the aggregate, a
      value in excess of $10,000,000, with the priority required by the
      applicable Security Document, except (i) as a result of the sale or other
      disposition of the applicable Collateral in a transaction permitted under
      the Loan Documents or (ii) as a result of the Agent's failure to maintain
      possession of any stock certificates, promissory notes or other
      instruments delivered to it under the Collateral Agreement;

            (m) a Change in Control shall occur;

            (n) any Guarantee under the Collateral Agreement for any reason
      shall cease to be in full force and effect (other than in accordance with
      its terms), or any Guarantor shall assert in writing that the Collateral
      Agreement or any Guarantee thereunder has ceased to be or is not
      enforceable; or

            (o) the material breach of, or loss of rights under, any Core Qwest
      Agreement that has resulted in a material adverse effect on the business,
      operations, assets, liabilities, financial condition or results of
      operations of Holdings, the Borrower and its Subsidiaries, taken as a
      whole;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may with the
consent of the Required Lenders, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole, and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and in
case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate and the principal of
the Loans then outstanding,



                                                                              77

together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                  ARTICLE VIII

                                    THE AGENT

            Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Agent as its agent and authorizes the Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably
incidental thereto.

            The bank serving as the Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Agent, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Agent hereunder.

            The Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Agent is required to
exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Parent,
Holdings, the Borrower or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Agent or any of its Affiliates in any capacity
(other than as Agent). The Agent shall not be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Agent by
Holdings, the Borrower or a Lender, and the Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Agent.

            The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be



                                                                              78

liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

            The Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

            Subject to the appointment and acceptance of a successor to the
Agent as provided in this paragraph, the Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the
Borrower (such consent not to be unreasonably withheld or delayed and such
consent not to be required if an Event of Default under clause (a), (b), (h) or
(i) of Article VII has occurred and is continuing), to appoint a successor. If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent and Collateral Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.

            Each party hereto authorizes the Agent to enter into customary
intercreditor agreements in connection with Securitizations permitted under this
Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

            Section 9.01 Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:



                                                                              79

            (i) if to Holdings or the Borrower, to it at Dex Media East, Inc.,
      198 Inverness Drive West, Englewood, Colorado 80112 Attention of Chief
      Executive Officer (Telecopy No. (303) 784-1964);

            (ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
      Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
      of Maryann Bui (Telecopy No. (713) 750-2358), with a copy to JPMorgan
      Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of
      James Stone (Telecopy No. (212) 270-0213);

            (iii) if to the Issuing Bank or the Swingline Lender, to JPMorgan
      Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor,
      Houston, Texas 77002, Attention of Maryann Bui (Telecopy No. (713)
      750-2358), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New
      York, New York 10017, Attention of James Stone (Telecopy No. (212)
      270-0213); and

            (iv) if to any other Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire.

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

            Section 9.02 Waivers; Amendments. (a) No failure or delay by the
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agent, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether the Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

            (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender



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without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement held by any Lender or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of
such Lender, (iii) postpone the maturity of any Lender's Loan, or any scheduled
date of payment of the principal amount of any Lender's Term Loan under Section
2.10, or the required date of reimbursement of any LC Disbursement held by any
Lender, or any date for the payment of any interest or fees payable to any
Lender hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of such Lender, (iv) change Section 2.18(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby or change the last
sentence of Section 2.08(c) in a manner which would alter the pro rata reduction
of Commitments thereby, without the written consent of each Lender, (v) change
any of the provisions of this Section or the definition of "Required Lenders" or
any other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee
under the Collateral Agreement (except as expressly provided in the Collateral
Agreement), or limit its liability in respect of such Guarantee, without the
written consent of each Lender, (vii) release all or any substantial part of the
Collateral from the Liens of the Security Documents, without the written consent
of each Lender, (viii) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class
or (ix) limit the rights of the Tranche B Lenders to decline mandatory
prepayments as provided in Section 2.11, without the written consent of Tranche
B Lenders holding a majority of the outstanding Tranche B Loans; provided,
further that (A) no such agreement shall amend, modify or otherwise affect the
rights or duties of the Agent, the Issuing Bank or the Swingline Lender without
the prior written consent of the Agent, the Issuing Bank or the Swingline
Lender, as the case may be, and (B) any waiver, amendment or modification of
this Agreement that by its terms affects the rights or duties under this
Agreement of the Revolving Lenders (but not the Tranche A Lenders and Tranche B
Lenders), the Tranche A Lenders (but not the Revolving Lenders and Tranche B
Lenders) or the Tranche B Lenders (but not the Revolving Lenders and Tranche A
Lenders) may be effected by an agreement or agreements in writing entered into
by Holdings, the Borrower and requisite percentage in interest of the affected
Class of Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the time.
Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by Holdings, the Borrower, the Required
Lenders and the Agent (and, if their rights or obligations are affected thereby,
the Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement
the Commitment of each Lender not consenting to the amendment provided for
therein shall terminate upon the effectiveness of such amendment and (ii) at the
time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under
this Agreement.

            (c) If, in connection with any proposed change, waiver, discharge or
termination of or to any of the provisions of this Agreement as contemplated by
clauses (i) through (ix), inclusive, of the first proviso to Section 9.02(b),
the consent of Lenders having Revolving Exposures, Term Loans and unused
Commitments representing more than 66-2/3% of the sum of the total Revolving
Exposures, outstanding Term Loans and unused Commitments at such time is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clause (i) or (ii) below, to either (i) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if any such
Lender's consent is required with respect to less than all Classes of Loans (or
related Commitments), to replace only the Commitments and/or Loans of any such
non-consenting



                                                                              81

Lender that gave rise to the need to obtain such Lender's individual consent)
with one or more assignees pursuant to, and with the effect of an assignment
under, Section 2.19 so long as at the time of such replacement, each such
assignee consents to the proposed change, waiver, discharge or termination or
(ii) terminate such non-consenting Lender's Commitment (if such Lender's consent
is required as a result of its Commitment) and/or repay each Class of
outstanding Loans of such Lender that gave rise to the need to obtain such
Lender's consent and/or cash collateralize its LC Exposure, in accordance with
Section 2.05(j); provided (A) that, unless the Commitments that are terminated
and Loans that are repaid pursuant to the preceding clause (ii) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to the preceding clause (ii), Lenders having Revolving Exposures, Term
Loans and unused Commitments representing more than 66-2/3% of the sum of the
total Revolving Exposures, outstanding Term Loans and unused Commitments at such
time (determined after giving effect to the proposed action) shall specifically
consent thereto and (B) any such replacement or termination transaction
described above shall be effective on the date notice is given of the relevant
transaction and shall have a settlement date no earlier than five Business Days
and no later than 90 days after the relevant transaction; provided further that
the Borrower shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 9.02(b).

            Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent, the
Arrangers and their Affiliates, including the reasonable fees, charges and
disbursements of (a) a single transaction and documentation counsel for the
Agent and the Arrangers and (b) such other local counsel and special counsel as
may be required in the reasonable judgment of the Agent and the Arrangers, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Agent, the Arrangers, the Issuing Bank or any Lender, (including the
fees, charges and disbursements of (a) a single transaction and documentation
counsel for the Agent, the Arrangers, the Issuing Bank and any Lender and (b)
such other local counsel and special counsel as may be required in the
reasonable judgment of the Agent and the Arrangers) in connection with
documentary taxes or the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

            (b) The Borrower shall indemnify the Agent, the Arrangers, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of (a) a single
transaction and documentation counsel for any Indemnitee and (b) such other
local counsel and special counsel as may be required in the reasonable judgment
of the Agent and the Arrangers, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with



                                                                              82

the terms of such Letter of Credit), (iii) any actual or alleged presence or
Release of Hazardous Materials on or from any Mortgaged Property or any other
property currently or formerly owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

            (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Agent, the Issuing Bank or the Swingline Lender in its capacity as
such. For purposes hereof, a Lender's "pro rata share" shall be determined based
upon its share of the sum of the total Revolving Exposures, outstanding Term
Loans and unused Commitments at the time.

            (d) To the extent permitted by applicable law, neither Holdings nor
the Borrower shall assert, and each hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable not later
than 10 days after written demand therefor.

            Section 9.04 Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it), with the prior written
consent (such consent not to be unreasonably withheld or delayed) of:

            (A) the Borrower, provided that no consent of the Borrower shall be
      required (x) for an assignment by a Revolving Lender to an existing
      Revolving Lender or an assignment of Term Loans to a Lender, an Affiliate
      of a Lender, an Approved Fund (as defined below) or, (y) if an



                                                                              83

      Event of Default under clause (a), (b), (h) or (i) of Article VII has
      occurred and is continuing, any other assignee; and

            (B) the Administrative Agent (and, in the case of an assignment of
      all or a portion of any Lender's obligations in respect of its LC
      Exposure, the Issuing Bank), provided that no consent of the
      Administrative Agent or Issuing Bank, as the case may be, shall be
      required for an assignment of Term Loans to an assignee that is a Lender
      immediately prior to giving effect to such assignment, an Affiliate of a
      Lender or an Approved Fund.

        (ii) Assignments shall be subject to the following conditions:

            (A) except in the case of an assignment to a Lender, an Affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitment, the amount of the Commitment
      of the assigning Lender subject to each such assignment (determined as of
      the date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent) shall not be less than $1,000,000
      unless each of the Borrower and the Administrative Agent otherwise
      consent, provided that no such consent of the Borrower shall be required
      if an Event of Default under clause (a), (b), (h) or (i) of Article VII
      has occurred and is continuing;

            (B) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, provided that this clause shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Class of Commitments or
      Loans;

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500 (it being understood that only a
      single processing and recordation fee of $3,500 will be payable with
      respect to any multiple assignments to or by a Lender, an Affiliate of a
      Lender or an Approved Fund pursuant to clause (ii)(A) above, each of which
      is individually less than $1,000,000, that are simultaneously
      consummated); and

            (D) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

            For purposes of this Section 9.04(b), the term "Approved Fund" has
the following meaning:

            "Approved Fund" means any Person (other than an natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) any
entity or an Affiliate of an entity that administers or manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any



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assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time, which register shall indicate that each lender is entitled to
interest paid with respect to such Loans and LC Disbursements (the "Register").
The entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of, or notice to, the
Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a "Participant") in
all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.



                                                                              85

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

            Section 9.05 Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

            Section 9.06 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when the conditions set forth in
Section 4 of the Agreement to Amend and Restate shall have been satisfied, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

            Section 9.07 Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            Section 9.08 Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.



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            Section 9.09 Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against Holdings, the Borrower or its properties in the courts of
any jurisdiction.

            (c) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

            Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            Section 9.11 Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            Section 9.12 Confidentiality. Each of the Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by



                                                                              87

applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (ii) any pledgee referred to in Section 9.04(d) or (iii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower. For the
purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Agent, the Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by Holdings or the
Borrower; provided that, in the case of information received from Holdings or
the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding
anything herein to the contrary or in any other written or oral understanding or
agreement to which the parties hereto are parties or by which they are bound,
the parties to this Agreement agree that (i) any obligations of confidentiality
contained herein and therein do not apply and have not applied from the
commencement of discussions between the parties to the tax treatment and tax
structure of the transactions contemplated by the Loan Documents and (ii) each
party (and any employee, representative or other agent of such party) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure; provided that tax treatment and tax structure shall not include the
identity of any existing or future party (or any affiliate of such party) to
this Agreement or any other Loan Document and provided further that each party
recognizes that the privilege each has to maintain, in its sole discretion, the
confidentiality of a communication relating to the transactions contemplated by
the Loan Documents, including a confidential communication with its attorney or
a confidential communication with a federally authorized tax practitioner under
Section 7525 of the Code, is not intended to be affected by the foregoing.

            Section 9.13 Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

            Section 9.14 Termination or Release. (a) At such time as the Loans,
the Borrower's obligations to reimburse the Issuing Bank pursuant to Section
2.05(e) for LC Disbursements, all accrued interest and fees under this
Agreement, and all other obligations under the Loan Documents (other than (i)
obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable
and (ii) obligations in



                                                                              88

respect of outstanding Letters of Credit) shall have been paid in full in cash,
the Commitments have been terminated and all Letters of Credit shall have been
discharged or cash collateralized to the reasonable satisfaction of the Agent
and Issuing Bank (each of which shall have confirmed such satisfaction by
written notice to the Borrower), the Collateral shall be released from the Liens
created by the Security Documents, and the obligations (other than those
expressly stated to survive termination) of the Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument
or performance of any act by any Person.

            (b) A Subsidiary Loan Party shall automatically be released from its
obligations under the Collateral Agreement and the security interests in the
Collateral of such Subsidiary Loan Party shall be automatically released upon
the consummation of any transaction permitted by this Agreement as a result of
which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower.

            (c) Upon any sale or other transfer by any Loan Party of any
Collateral that is permitted under this Agreement to any Person that is not a
Loan Party, or upon the effectiveness of any written consent to the release of
the security interest granted by the Collateral Agreement in any Collateral
pursuant to Section 9.02 of this Agreement, the security interest in such
Collateral shall be automatically released.

            (d) In connection with any termination or release pursuant to
paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall
execute and deliver to any Loan Party at such Loan Party's expense all documents
that such Loan Party shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section 9.14
shall be without recourse to or warranty by the Collateral Agent or any Lender.

            Section 9.15 USA Patriot Act. Each Lender hereby notifies the
Parent, Holdings and the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "USA Patriot Act"), it is required to obtain, verify and record information
that identifies the Parent, Holdings and the Borrower, which information
includes the name and address of the Parent, Holdings and the Borrower and other
information that will allow such Lender to identify the Parent, Holdings and the
Borrower in accordance with the USA Patriot Act.



                                                                              89

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                       DEX MEDIA EAST, INC.,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:

                                       DEX MEDIA EAST LLC,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:

                                       DEX MEDIA, INC.,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:



                                                                              90

                                       JPMORGAN CHASE BANK, N.A.,
                                       individually and as Administrative Agent,

                                          by
                                            ____________________________________
                                            Name:
                                            Title: