EX-10.1






Exhibit 10.1




SECOND AMENDMENT




          SECOND AMENDMENT, dated as of June 6, 2008 (this “Amendment”), to the Second Amended
and Restated Credit Agreement, dated as of December 13, 2005 (as amended by the First Amendment
dated as of April 24, 2006 and as further 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 several banks and other financial institutions or
entities from time to time parties thereto (the “Lenders”), Deutsche Bank Trust Company
Americas, as administrative agent (in such capacity, the “Administrative Agent”) and the
other agents parties thereto.




WITNESSETH:




          WHEREAS, the Borrower and Holdings have requested that the Lenders agree to effect certain
modifications to the Credit Agreement as described herein;




          WHEREAS, the Borrower and Holdings have requested that the Lenders amend the Credit Agreement
to provide for (i) the establishment of new commitments (the “New Revolving Commitments”)
to make Revolving Loans, and to acquire participations in Letters of Credit and Swingline Loans
under the Credit Agreement, which will replace a portion of the existing Revolving Commitments of
certain Revolving Lenders being terminated by the Borrower hereby (the “Terminated Revolving
Commitments”), in each case in the amounts determined by the Borrower and J.P. Morgan
Securities Inc., as sole lead arranger and bookrunner for this Amendment (in such capacity, the
“Lead Arranger”) and notified to the Additional Revolving Lenders (as defined below) and
the Revolving Lenders holding such Terminated Revolving Commitments on or prior to the Second
Amendment Effective Date (provided that, for the avoidance of doubt, the aggregate amount of the
New Revolving Commitments shall equal the aggregate amount of all Terminated Revolving
Commitments), and which, except as amended hereby, will have the same terms as the existing
Revolving Commitments (and with any portion of outstanding Letters of Credit and Swingline Loans
under the Terminated Revolving Commitments to be deemed outstanding under the New Revolving
Commitments upon the effectiveness thereof) and (ii) new revolving loans thereunder (the “New
Revolving Loans”), the proceeds of which will be utilized to refinance the Revolving Loans
outstanding under the Terminated Revolving Commitments immediately prior to the effectiveness of
this Amendment and which, except as amended hereby, will have the same terms as the currently
outstanding Revolving Loans;




          WHEREAS, each Person that executes and delivers this Amendment in the capacity of an
additional revolving lender (an “Additional Revolving Lender” (which term will include any
existing Revolving Lender (an “Existing Revolving Lender”) undertaking commitments in
respect of New Revolving Commitments)) will provide New Revolving Commitments on the Second
Amendment Effective Date and will be deemed to have agreed to be an Extending Revolving Lender (as
defined below), with the proceeds of New Revolving Loans to be used to repay the principal amount
of Revolving Loans outstanding under the Terminated Revolving Commitments;




 









 








          WHEREAS, each Existing Revolving Lender and/or Additional Revolving Lender that executes this
Amendment in the further capacity of an extending revolving lender (an “Extending Revolving
Lender”) will be deemed to have further agreed that the Revolving Termination Date for its
Revolving Commitments shall be June 30, 2011;




          WHEREAS, the Lenders are willing, subject to the terms and conditions set forth herein, to so
amend the Credit Agreement;




          WHEREAS, each Person that executes and delivers this Amendment in the capacity of a consenting
Lender will be deemed to have agreed to the terms of this Amendment; and




          WHEREAS, the Additional Revolving Lenders are severally willing to make or provide the New
Revolving Commitments and New Revolving Loans as contemplated hereby, in each case, subject to the
terms and conditions set forth herein.




          NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth,
the parties hereto agree as follows:




          SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.




          SECTION 2. Amendment of the Credit Agreement. The Credit Agreement is hereby amended,
effective as of the Second Amendment Effective Date (as defined below), as follows:




          2.1. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended
as follows:





     (a) by inserting the following new definitions in appropriate alphabetical order:




     “Extending Revolving Lender”: as defined in the Second Amendment.




     “Outstanding Holdings Bonds”: (a) the 6.875% Senior Notes of Holdings
due 2013 issued under the Indenture, dated as of January 14, 2005, between Holdings,
as issuer, and The Bank of New York, as trustee, (b) the 6.875% Series A-1 Senior
Discount Notes of Holdings due 2013 issued under the Indenture, dated as of January
27, 2006, between Holdings, as issuer, and The Bank of New York, as trustee, (c) the
6.875% Series A-2 Senior Discount Notes of Holdings due 2013 issued under the
Indenture, dated as of January 27, 2006, between Holdings (as successor to R.H.
Donnelley Finance Corporation III), as issuer, and the Bank of New York, as trustee,
(d) the 8.875% Series A-3 Senior Notes of Holdings due 2016 issued under the
Indenture, dated as of January 27, 2006, between Holdings (as successor to R.H.
Donnelley Finance Corporation III), as issuer, and The Bank of New York, as trustee,
and (e) the 8.875% Series A-4



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Senior Notes of Holdings due 2017 issued under the Indenture, dated as of
October 2, 2007 between Holdings, as issuer, and The Bank of New York, as trustee.




     “Permitted Exchange Debt”: (a) senior unsecured and/or senior
subordinated Indebtedness of the Borrower which (i) (A) is issued in exchange for
Outstanding Holdings Bonds (with any Outstanding Holdings Bonds received in such
exchange to be contributed to Holdings for cancellation) or (B) is issued to
Holdings (or the proceeds of which are substantially concurrently
dividended to Holdings) for the purpose of exchanges by Holdings of such Permitted Exchange Debt
for Outstanding Holdings Bonds or substantially concurrent purchases by Holdings of Outstanding
Holdings Bonds, as applicable, (ii) has terms and conditions (including interest
rates) customary for comparable debt offerings issued in capital markets
transactions at the time of its issuance, (iii) 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 May 2015, (iv) is not secured by any assets of Holdings, the Borrower
or any Subsidiary and (v) if such Indebtedness is senior subordinated Indebtedness,
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 (b)
Guarantee Obligations of any Subsidiary Guarantor in respect thereof,
provided that any such Guarantee Obligations in respect of senior
subordinated Indebtedness constituting Permitted Exchange Debt shall be subordinated
to the Obligations to the same extent as such senior subordinated Indebtedness.




     “Permitted Exchange Debt Documents”: the agreements pursuant to which
any Permitted Exchange Debt is issued.




     “Permitted Senior Subordinated Exchange Debt”: senior subordinated
Indebtedness of the Borrower constituting Permitted Exchange Debt.




     “Second Amendment”: the Second Amendment to this Agreement, dated as
of June 6, 2008.




     “Second Amendment Effective Date”: the date on which the conditions
precedent set forth in Section 5 of the Second Amendment shall have been satisfied.




     (b) by deleting the definition of Additional Senior Subordinated Debt in its entirety
and substituting in lieu thereof the following new definition:




     “Additional Senior Subordinated Debt”: (a) senior subordinated
Indebtedness of the Borrower issued in capital market transactions which (i) has
terms and conditions (including interest rates) customary for comparable debt
offerings at the time of its issuance, (ii) does not mature, and is not subject to



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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-2 Maturity Date,
(iii) is not secured by any assets of Holdings, the Borrower or any Subsidiary and
(iv) is subordinated to the Obligations pursuant to a written instrument delivered,
and reasonably satisfactory, to the Administrative Agent and (b) Guarantee
Obligations of any Subsidiary Guarantor in respect thereof, provided that
such Guarantee Obligations are subordinated to the Obligations to the same extent as
such senior subordinated Indebtedness.




     (c) by deleting the definition of Additional Senior Unsecured Notes in its entirety and
substituting in lieu thereof the following new definition:




     “Additional Senior Unsecured Notes”: (a) senior unsecured Indebtedness
of the Borrower issued in capital market transactions which (i) has terms and
conditions (including interest rates) customary for comparable debt offerings at the
time of its issuance, (ii) 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-2 Maturity Date and (iii) is not secured by any
assets of Holdings, the Borrower or any Subsidiary and (b) Guarantee Obligations of
any Subsidiary Guarantor in respect thereof.




     (d) by deleting the definition of Applicable Margin in its entirety and substituting in
lieu thereof the following new definition:




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



	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar Loans	 	Base Rate Loans
	Revolving Loans and Swingline Loans
	 	 	3.50	%	 	 	2.50	%
	Tranche D-1 Term Loans and Tranche
D-2 Term Loans
	 	 	3.75	%	 	 	2.75	%







     provided that if at any time the Applicable Margin with respect to any
outstanding Tranche C Term Loans is more than 0.50% greater than the Applicable
Margin with respect to Tranche D-1 Term Loans and Tranche D-2 Term Loans, the
Applicable Margin with respect to Tranche D-1 Term Loans and Tranche D-2 Term Loans
shall be increased such that the Applicable Margin with respect to such Tranche D-1
Term Loans and Tranche D-2 Term Loans is equal to



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the margins applicable to each Type of Tranche C Term Loan minus 0.50% and
solely for the purpose of determining any adjustment to the Applicable Margin with
respect to Tranche D-1 Term Loans and Tranche D-2 Term Loans required by this
proviso, 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).




     (e) by deleting the definition of Base Rate in its entirety and substituting in lieu
thereof the following new definition:




     “Base Rate”: for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus
0.50% and (c) 4.00%. 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.




     (f) by deleting the definition of Commitment Fee Rate in its entirety and substituting
in lieu thereof the following new definition:




     “Commitment Fee Rate”: 0.50% per annum.




     (g) by deleting the definition of Eurodollar Base Rate in its entirety and substituting
in lieu thereof the following new definition:




     “Eurodollar Base Rate”: with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the greater of (a) 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 Reuters Screen LIBOR 01 Page as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period (or in the event that such rate does
not appear on Reuters Screen LIBOR 01 Page (or otherwise on such screen), the
“Eurodollar Base Rate” 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



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conducted for delivery on the first day of such Interest Period for the number
of days comprised therein) and (b) 3.00%.




     (h) by deleting the definition of Revolving Commitment Period in its entirety and
substituting in lieu thereof the following new definition:




     “Revolving Commitment Period”: the period from and including the
Second Amendment Effective Date to the Revolving Termination Date.




     (i) by deleting the definition of Revolving Termination Date in its entirety and
substituting in lieu thereof the following new definition:




     “Revolving Termination Date”: December 31, 2009; provided that
the Revolving Termination Date in respect of the Revolving Commitments of the
Extending Revolving Lenders shall be June 30, 2011.




     (j) by deleting the definition of Specified Change of Control in its entirety and
substituting in lieu thereof the following new definition:




     “Specified Change of Control”: a “Change of Control” (or any other
defined term having a similar purpose) as defined in the Additional Senior
Subordinated Debt Documents, the Additional Senior Unsecured Debt Documents or the
Permitted Exchange Debt Documents.



          2.2. Amendment to Section 4.2(c). Section 4.2(c) of the Credit Agreement is hereby
amended by inserting the phrase “any Permitted Exchange Debt,” before the phrase “any Additional
Senior Subordinated Debt” in clause (ii) of the proviso thereto.




          2.3. Amendment to Section 7.2. Section 7.2 of the Credit Agreement is hereby amended
by deleting paragraph (e) thereof in its entirety and substituting in lieu thereof the following
new paragraph (e):





     “(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, the Additional
Senior Subordinated Debt Documents, the Additional Senior Unsecured Debt Documents
or the Permitted Exchange Debt Documents.”



          2.4. Amendment to Section 7.10(f). Section 7.10(f) of the Credit Agreement is hereby
amended by inserting the phrase “any Permitted Exchange Debt,” before the phrase “any Additional
Senior Subordinated Debt”.




          2.5. Amendment to Section 8.1. Section 8.1 of the Credit Agreement is hereby amended
as follows:




          (a) by deleting paragraph (a) thereof in its entirety and substituting in lieu thereof the
following new paragraph (a):




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     “(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio at the end of any fiscal quarter ending on or after the Second Amendment
Effective Date to exceed 5.25 to 1.00.”



          (b) by deleting paragraph (b) thereof in its entirety and substituting in lieu thereof the
following new paragraph (b):





     “(b) Consolidated Senior Secured Leverage Ratio. Permit the
Consolidated Senior Secured Leverage Ratio at the end of any fiscal quarter ending
on or after the Second Amendment Effective Date to exceed 3.50 to 1.00.”



          (c) by deleting paragraph (c) thereof in its entirety and substituting in lieu thereof the
following new paragraph (c):





     “(c) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of the
Borrower ending on or after the Second Amendment Effective Date to be less than 1.45
to 1.0.”



          (d) by adding the following new paragraph (d):





     “(d) Notwithstanding the foregoing, in connection with any requirement for
calculating pro forma compliance with the covenants set forth in this Section 8.1
prior to the end of the first fiscal quarter after the Second Amendment Effective
Date, such calculation shall be made as of the most recent fiscal quarter ended
prior to the Second Amendment Effective Date based on the covenants that would apply
at the end of the first such quarter after the Second Amendment Effective Date.”



          2.6. Amendment to Section 8.2. Section 8.2 of the Credit Agreement is hereby amended
by (i) deleting the word “and” after paragraph (a)(xviii) thereof, (ii) replacing the period after
paragraph (a)(xix) thereof with a semicolon followed by the word “and” and (iii) adding the
following new paragraph (a)(xx):





     “(xx) Permitted Exchange Debt in an aggregate principal amount not to exceed
$700,000,000, so long as (A) the Borrower and its Subsidiaries are in compliance, on
a pro forma basis after giving effect to the incurrence of such Permitted Exchange
Debt, with the covenants set forth in Section 8.1 (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), (B) no Default or Event of
Default shall have



7









 







then occurred and be continuing or would result therefrom and (C) at the time
of such incurrence, the Administrative Agent shall have received copies of all
indentures and other instruments evidencing or governing such Permitted Exchange
Debt, in each case certified by a Responsible Officer of the Borrower as being true,
complete and correct.”



          2.7. Amendment to Section 8.6. Section 8.6 of the Credit Agreement is hereby amended
by (i) deleting the word “and” after paragraph (j) thereof, (ii) replacing the period after
paragraph (k) thereof with a semicolon and (iii) adding the following new paragraphs (l) and (m):





     “(l) any Restricted Payment resulting from (i) the exchange of Outstanding
Holdings Bonds for Permitted Exchange Debt permitted to be incurred under Section
8.2(a)(xx) shall be permitted (with any Outstanding Holdings Bonds received in such
exchange to be distributed to Holdings for cancellation) and (ii) the issuance of
Permitted Exchange Debt permitted to be incurred under Section 8.2(a)(xx) to
Holdings (or the dividending to Holdings of the proceeds of any
issuance of Permitted Exchange Debt permitted to be incurred under Section 8.2(a)(xx))
for the purpose of exchanges by Holdings of such Permitted Exchange Debt
for Outstanding Holdings Bonds or substantially concurrent purchases by Holdings of Outstanding
Holdings Bonds, as applicable, shall be permitted; and




     (m) so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the Borrower may pay cash dividends to
Holdings to the extent such cash is immediately recontributed as an equity
contribution to the Borrower; provided, that such contribution shall not
constitute Net Cash Proceeds of a sale of Capital Stock for purposes of this
Agreement.”



          2.8. Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended
by (i) deleting the word “and” after paragraph (m) thereof, (ii) by renumbering paragraph (n)
thereof as paragraph (o) and (iii) by adding the following new paragraph (n):





     “(n) Investments in Outstanding Holdings Bonds in connection with the
substantially concurrent exchange of such Outstanding Holdings Bonds for Permitted
Exchange Debt permitted to be incurred under Section 8.2(a)(xx) (with any
Outstanding Holdings Bonds received in such exchange to be distributed to Holdings
for cancellation); and”



          2.9. Amendment to Section 8.9. Section 8.9 of the Credit Agreement is hereby amended
as follows:




          (a) by deleting clause (ii) of paragraph (a) thereof in its entirety and substituting in lieu
thereof the following new clause (ii):





     “(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, the Additional Senior Subordinated Debt and the



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Permitted Senior Subordinated Exchange Debt prohibited by the subordination
provisions thereof,”



          (b) by (i) deleting the word “and” after clause (vi) of paragraph (a) thereof, (ii) replacing
the semicolon after clause (vii) of paragraph (a) thereof with a comma followed by the word “and”
and (iii) adding the following new clause (viii) to paragraph (a) thereof:





     “(viii) Investments in Outstanding Holdings Bonds permitted by Section 8.8(n)
and the payment of fees and expenses in connection therewith (with any Outstanding
Holdings Bonds received to be distributed to Holdings for cancellation);”



          (c) by inserting the phrase “any Permitted Exchange Debt,” before the phrase “the Additional
Senior Subordinated Debt” in paragraph (b) thereof.




          (d) by deleting paragraph (d) thereof in its entirety and substituting in lieu thereof the
following new paragraph (d):





     “(d) 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, any Additional Senior Subordinated Debt Documents or any Permitted
Exchange Debt Documents governing Permitted Senior Subordinated Exchange Debt.”



          2.10. Amendment to Section 8.12. Section 8.12 of the Credit Agreement is hereby
amended by inserting the phrase “any Permitted Exchange Debt,” before the phrase “any Additional
Senior Subordinated Debt” in clause (b) thereof.




          2.11. Amendment to Section 8.14. Section 8.14 of the Credit Agreement is hereby
amended by deleting clause (a) thereof in its entirety and substituting in lieu thereof the
following new clause (a):





     “(a) this Agreement and the other Loan Documents, the Notes Indentures and the
Additional Senior Subordinated Debt Documents, Additional Senior Unsecured Debt
Documents and the Permitted Exchange Debt Documents and the Preferred Stock,”



          2.12. Amendment to Section 8.15(a). Section 8.15(a) of the Credit Agreement is hereby
amended by deleting clause (A) thereof in its entirety and substituting in lieu thereof the
following new clause (A):





     “(A) any restrictions imposed by law or existing under the Loan Documents, the
Notes Indentures and the Additional Senior Subordinated Debt Documents, Additional
Senior Unsecured Debt Documents or Permitted Exchange Debt Documents,”



9









 





          2.13. Amendment to Section 8A.1(a). Section 8A.1(a) of the Credit Agreement is hereby
amended by inserting the phrase “and the Permitted Exchange Debt,” after the phrase “the Notes” in
clause (ii)(v)(A) thereof.




          2.14. Amendment to Section 9. Section 9 of the Credit Agreement is hereby amended by
deleting paragraph (m) thereof in its entirety and substituting in lieu thereof the following new
paragraph (m):





     “(m) the Senior Subordinated Notes, Additional Senior Subordinated Debt or
Permitted Senior Subordinated Exchange 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, the Additional
Senior Subordinated Debt Documents or the Permitted Exchange Debt Documents
governing any Permitted Senior Subordinated Exchange Debt, or any Loan Party, any
Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated
Notes, Additional Senior Subordinated Debt or Permitted Senior Subordinated Exchange
Notes, as the case may be, or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Notes, Additional Senior Subordinated Debt or
Permitted Senior Subordinated Exchange Notes, as the case may be, shall so assert;”



          SECTION 3. Waiver of Pro Rata Treatment and Payments. The requirements of Sections
4.8(a) and 4.8(c) of the Credit Agreement are hereby waived in order to permit (i) the termination
of the Terminated Revolving Commitments, and the repayment of the Revolving Loans outstanding
thereunder, on the Second Amendment Effective Date and (ii) the termination of the Revolving
Commitments of Revolving Lenders who are not Extending Revolving Lenders, and the repayment of the
Revolving Loans outstanding thereunder, on the Revolving Maturity Date applicable to such Revolving
Commitments, in each case without a corresponding pro rata reduction in the
remaining Revolving Commitments or repayment of Revolving Loans thereunder.




          SECTION 4. Supplement to the Credit Agreement.




          4.1. Subject to the terms and conditions set forth herein, (i) each Additional Revolving
Lender agrees to provide New Revolving Commitments to the Borrower on the Second Amendment
Effective Date in an amount equal to its Additional Revolving Commitment Amount and (ii) the
portion of all Letters of Credit and Swingline Loans outstanding under the Terminated Revolving
Commitments as of the Second Amendment Effective Date shall cease to be outstanding thereunder and
shall be deemed to be outstanding under the New Revolving Commitments as of such Second Amendment
Effective Date. For purposes hereof and of the Credit Agreement, a Person shall become an
Additional Revolving Lender by executing and delivering a signature page to this Amendment pursuant
to which such Person (i) commits to make or provide New Revolving Commitments on the Second
Amendment Effective Date in the amounts set forth on such signature page and (ii) agrees to become
party to the Credit Agreement as a Revolving Lender and to be bound by the terms and provisions
thereof. The “Additional



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Revolving Commitment Amount” of such Additional Revolving Lender shall be the amount set forth
on its signature page to this Amendment or such lesser amount as is allocated to it by the Borrower
and the Lead Arranger by notice to such Lender prior to the Second Amendment Effective Date;
provided that, for the avoidance of doubt, the aggregate amount of the New Revolving
Commitments shall equal the aggregate amount of all Terminated Revolving Commitments. The
Additional Revolving Commitment Amounts of the Additional Revolving Lenders are several and no
Additional Revolving Lender shall be responsible for any other Additional Revolving Lender’s
failure to make New Revolving Loans or provide New Revolving Commitments. The amount of each
Additional Revolving Lender’s Additional Revolving Commitment Amount shall be recorded by the
Administrative Agent on its books on the Second Amendment Effective Date and notified to the
applicable Additional Revolving Lender. The amount of the Total Revolving Commitment on the Second
Amendment Effective Date after giving effect to the terms of this Amendment is $175,000,000, and
assuming no reductions of Revolving Commitments prior thereto, the amount of the Total Revolving
Commitment after giving effect the termination of the Revolving Commitments of Revolving Lenders
who are not Extending Revolving Lenders on December 31, 2009 will be $100,000,000.




          4.2. All New Revolving Loans to be made on the Second Amendment Effective Date which are
Eurodollar Loans shall have initial Interest Periods ending on the same dates as the Interest
Periods applicable to the Revolving Loans existing under the Terminated Revolving Commitments, and
the Eurodollar Rates applicable to such New Revolving Loans during such initial Interest Periods
shall be the same as those applicable to the Revolving Loans existing under the Terminated
Revolving Commitments. For purposes of the foregoing, such Interest Periods shall be assigned to
the New Revolving Loans of each Additional Revolving Lender in the same proportion that such
Interest Periods applied to the Revolving Loans under the Terminated Revolving Commitments on the
Second Amendment Effective Date.




          4.3. On the Second Amendment Effective Date, the Borrower shall apply the proceeds of the New
Revolving Loans to prepay in full the Revolving Loans existing under the Terminated Revolving
Commitments. The Borrower shall also pay to each Revolving Lender holding a Terminated Revolving
Commitment any accrued and unpaid interest or fees in respect of such Terminated Revolving
Commitment or the Revolving Loans made thereunder.




          4.4. On and after the Second Amendment Effective Date, each reference (singular and plural) in
the Credit Agreement to “Revolving Commitment” and “Revolving Loans” shall be deemed to include the
New Revolving Commitments and New Revolving Loans.




          4.5. On the Second Amendment Effective Date, the Borrower shall be deemed to have terminated
the Terminated Revolving Commitments, effective as of the Second Amendment Effective Date, and to
have complied with the requirements of Section 3.6 of the Credit Agreement (including the notice
requirements thereof).




          SECTION 5. Effectiveness. This Amendment shall become effective as of the date (the
“Second Amendment Effective Date”) on which the following conditions have been satisfied:




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     (a) The Administrative Agent (or its counsel) shall have received duly executed and
completed counterparts hereof (in the form provided and specified by the Administrative
Agent) that, when taken together, bear the signatures of (w) the Borrower and Holdings, (x)
the Required Lenders, (y) the Majority Facility Lenders of the Revolving Facility and (z)
each Additional Revolving Lender.




     (b) The Administrative Agent shall have received such legal opinions, documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to
the organization, existence and good standing of each Loan Party, the authorization of this
Amendment and the transactions contemplated hereby and any other legal matters relating to
the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated
hereby, all in form and substance reasonably satisfactory to the Administrative Agent.




     (c) Each Loan Party that has not executed and delivered this Amendment shall have
entered into a written instrument reasonably satisfactory to the Administrative Agent
pursuant to which it confirms that it consents to this Amendment and that the Security
Documents to which it is a party will continue to apply in respect of the Credit Agreement,
as amended hereby, and the Obligations of such Loan Party.




     (d) The Lenders and the Administrative Agent shall have received all fees required to
be paid on or before the Second Amendment Effective Date.




     (e) To the extent invoiced, the Administrative Agent shall have received payment or
reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and
any other out-of-pocket expenses of the Administrative Agent required to be paid or
reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.




     (f) To the extent any Indebtedness is incurred on the Second Amendment Effective Date
under Section 8.2(a)(xx) of the Credit Agreement as amended hereby, the Administrative Agent
shall have received copies of all indentures, offering documents or other agreements entered
into in connection with such Indebtedness.




     (g) No Default or Event of Default shall have occurred and be continuing under the
Credit Agreement.




     (h) All representations and warranties set forth in Section 5 of the Credit Agreement
shall be true and correct in all material respects, except to the extent such
representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects as
of such earlier date).




     (i) All amounts required to be paid by the Borrower pursuant to Section 4.3 hereof
shall have been paid as specified therein.



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          SECTION 6. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, each of the Borrower and Holdings represents and warrants to each of the
Lenders, the Additional Revolving Lenders and the Administrative Agent that as of the Second
Amendment Effective Date:




          6.1. This Amendment has been duly authorized, executed and delivered by it and this Amendment
and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation,
enforceable against it 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.




          6.2. Each of the representations and warranties set forth in Section 5 of the Credit Agreement
are true and correct in all material respects on and as of the Second Amendment Effective Date with
the same effect as though made on and as of the Second Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects as of such earlier
date).




          SECTION 7. Effect of Amendment.




          7.1. Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other provision of the Credit
Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and affect. Nothing herein shall be deemed to entitle the Borrower to
a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document in similar or different circumstances.




          7.2. On and after the Second Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference
to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit
Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of
the Credit Agreement and the other Loan Documents.




          SECTION 8. General.




          8.1. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          8.2. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.




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          8.3. Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of this Amendment by
facsimile or electronic transmission shall be as effective as delivery of a manually executed
counterpart hereof.




          8.4. Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.




[remainder of page intentionally left blank]




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




	 	 	 	 	 
	 	R.H. DONNELLEY CORPORATION

 	 
	 	By:  	/s/ Jenny L. Apker
 	 
	 	 	Name:  	Jenny L. Apker 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	R.H. DONNELLEY INC.

 	 
	 	By:  	/s/ Jenny L. Apker
 	 
	 	 	Name:  	Jenny L. Apker 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS, as Administrative Agent

 	 
	 	By:  	/s/ Omayra Laucella
 	 
	 	 	Name:  	Omayra Laucella 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                               /s/ Evelyn Thierry
 	 
	 	 	Name:  	Evelyn Thierry 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Second Amendment