EXHIBIT 10.1
                                                                  EXECUTION COPY

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

                                CREDIT AGREEMENT

                                   dated as of

                                November 8, 2002

                                      among

                                DEX MEDIA, INC.,

                              DEX MEDIA EAST, INC.,

                               DEX MEDIA EAST LLC,
                                  as Borrower,

                            The Lenders Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                           J.P. MORGAN EUROPE, LIMITED
                                 as London Agent

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

                         J.P. MORGAN SECURITIES INC. and
                         BANC OF AMERICA SECURITIES LLC,
                  as Joint Bookrunners and Joint Lead Arrangers

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

                             BANK OF AMERICA, N.A.,
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                        LEHMAN COMMERCIAL PAPER INC. and
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            as Co-Syndication Agents


================================================================================
                                              [CS&M Reference Number:  6701-270]


<PAGE>
                                            TABLE OF CONTENTS

                                               ARTICLE I.
                                               ----------

                                               DEFINITIONS
                                               -----------

<TABLE>

         <S>               <C>                                                                         <C>
         SECTION 1.01      DEFINED TERMS.................................................................1
         SECTION 1.02      CLASSIFICATION OF LOANS AND BORROWINGS.......................................36
         SECTION 1.03      TERMS GENERALLY..............................................................36
         SECTION 1.04      ACCOUNTING TERMS; GAAP.......................................................36
         SECTION 1.05      PROVISIONS APPLICABLE TO TRANCHE B EURO LOANS................................37

                                                  ARTICLE II.
                                                  -----------

                                                  THE CREDITS
                                                  -----------

         SECTION 2.01      COMMITMENTS..................................................................37
         SECTION 2.02      LOANS AND BORROWINGS.........................................................37
         SECTION 2.03      REQUESTS FOR BORROWINGS......................................................38
         SECTION 2.04      SWINGLINE LOANS..............................................................39
         SECTION 2.05      LETTERS OF CREDIT............................................................40
         SECTION 2.06      FUNDING OF BORROWINGS........................................................44
         SECTION 2.07      INTEREST ELECTIONS...........................................................45
         SECTION 2.08      TERMINATION AND REDUCTION OF COMMITMENTS.....................................46
         SECTION 2.09      REPAYMENT OF LOANS; EVIDENCE OF DEBT.........................................47
         SECTION 2.10      AMORTIZATION OF TERM LOANS...................................................48
         SECTION 2.11      PREPAYMENT OF LOANS..........................................................50
         SECTION 2.12      FEES.........................................................................52
         SECTION 2.13      INTEREST.....................................................................53
         SECTION 2.14      ALTERNATE RATE OF INTEREST...................................................54
         SECTION 2.15      INCREASED COSTS..............................................................54
         SECTION 2.16      BREAK FUNDING PAYMENTS.......................................................56
         SECTION 2.17      TAXES........................................................................56
         SECTION 2.18      PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SETOFFS...................57
         SECTION 2.19      MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS...............................59

                                                    ARTICLE III.
                                                    ------------

                                              REPRESENTATIONS AND WARRANTIES
                                              ------------------------------

         SECTION 3.01      ORGANIZATION; POWERS.........................................................60
         SECTION 3.02      AUTHORIZATION; ENFORCEABILITY................................................60
         SECTION 3.03      GOVERNMENTAL APPROVALS; NO CONFLICTS.........................................60
         SECTION 3.04      FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE..............................61
         SECTION 3.05      PROPERTIES...................................................................62
</table>


                                                i
<page>
<TABLE>

         <S>               <C>                                                                         <C>
         SECTION 3.06      LITIGATION AND ENVIRONMENTAL MATTERS.........................................62
         SECTION 3.07      COMPLIANCE WITH LAWS AND AGREEMENTS..........................................62
         SECTION 3.08      INVESTMENT AND HOLDING COMPANY STATUS........................................62
         SECTION 3.09      TAXES........................................................................63
         SECTION 3.10      ERISA; MARGIN REGULATIONS....................................................63
         SECTION 3.11      DISCLOSURE...................................................................63
         SECTION 3.12      SUBSIDIARIES.................................................................64
         SECTION 3.13      INSURANCE....................................................................64
         SECTION 3.14      LABOR MATTERS................................................................64
         SECTION 3.15      SOLVENCY.....................................................................64
         SECTION 3.16      SENIOR INDEBTEDNESS..........................................................65
         SECTION 3.17      ACQUISITION..................................................................65
         SECTION 3.18      SECURITY DOCUMENTS...........................................................65
         SECTION 3.19      LIENS........................................................................66
         SECTION 3.20      NO BURDENSOME RESTRICTIONS...................................................66

                                                    ARTICLE IV.
                                                    -----------

                                                    CONDITIONS
                                                    ----------

         SECTION 4.01      EFFECTIVE DATE...............................................................66
         SECTION 4.02      EACH CREDIT EVENT............................................................69
         SECTION 4.03      TRANCHE A CREDIT EVENT.......................................................70

                                                    ARTICLE V.
                                                    ----------

                                               AFFIRMATIVE COVENANTS
                                               ---------------------

         SECTION 5.01      FINANCIAL STATEMENTS AND OTHER INFORMATION...................................71
         SECTION 5.02      NOTICES OF MATERIAL EVENTS...................................................73
         SECTION 5.03      INFORMATION REGARDING COLLATERAL.............................................73
         SECTION 5.04      EXISTENCE; CONDUCT OF BUSINESS...............................................74
         SECTION 5.05      PAYMENT OF OBLIGATIONS.......................................................74
         SECTION 5.06      MAINTENANCE OF PROPERTIES....................................................74
         SECTION 5.07      INSURANCE....................................................................74
         SECTION 5.08      CASUALTY AND CONDEMNATION....................................................74
         SECTION 5.09      BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS...............................75
         SECTION 5.10      COMPLIANCE WITH LAWS.........................................................75
         SECTION 5.11      USE OF PROCEEDS AND LETTERS OF CREDIT........................................75
         SECTION 5.12      ADDITIONAL SUBSIDIARIES......................................................75
         SECTION 5.13      FURTHER ASSURANCES...........................................................76
         SECTION 5.14      INTEREST RATE PROTECTION.....................................................76
         SECTION 5.15      TRANSITION OF QWEST BILLING..................................................77
         SECTION 5.16      STANDBY RECEIVABLES PURCHASE AGREEMENT.......................................77
</table>


                                                        ii
<page>
                                                        ARTICLE VI.
                                                        -----------

                                                      NEGATIVE COVENANTS
                                                      ------------------

<TABLE>

         <S>               <C>                                                                         <C>
         SECTION 6.01      INDEBTEDNESS; CERTAIN EQUITY SECURITIES......................................77
         SECTION 6.02      LIENS........................................................................79
         SECTION 6.03      FUNDAMENTAL CHANGES..........................................................80
         SECTION 6.04      INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS....................81
         SECTION 6.05      ASSET SALES..................................................................82
         SECTION 6.06      SALE AND LEASEBACK TRANSACTIONS..............................................83
         SECTION 6.07      SWAP AGREEMENTS..............................................................83
         SECTION 6.08      RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS........................83
         SECTION 6.09      TRANSACTIONS WITH AFFILIATES.................................................85
         SECTION 6.10      RESTRICTIVE AGREEMENTS.......................................................86
         SECTION 6.11      CHANGE IN BUSINESS...........................................................87
         SECTION 6.12      FISCAL YEAR..................................................................87
         SECTION 6.13      AMENDMENT OF MATERIAL DOCUMENTS..............................................87
         SECTION 6.14      TAX PAYMENTS.................................................................87
         SECTION 6.15      INTEREST EXPENSE COVERAGE RATIO..............................................88
         SECTION 6.16      FIXED CHARGE COVERAGE RATIO..................................................88
         SECTION 6.17      LEVERAGE RATIO...............................................................89
         SECTION 6.18      SENIOR SECURED LEVERAGE RATIO................................................89
         SECTION 6.19      SENIOR LEVERAGE RATIO........................................................90
         SECTION 6.20      COLLECTIONS, FUNDS AND PERMITTED INVESTMENTS.................................91
         SECTION 6.21      PARENT COVENANTS.............................................................91
         SECTION 6.22      DESIGNATION OF UNRESTRICTED SUBSIDIARIES.....................................93

                                                       ARTICLE VII.
                                                       ------------

                                                    EVENTS OF DEFAULT
                                                    -----------------

                                                      ARTICLE VIII.
                                                      -------------

                                                        THE AGENT
                                                        ---------


                                                       ARTICLE IX.
                                                       -----------

                                                      MISCELLANEOUS
                                                      -------------

         SECTION 9.01      NOTICES......................................................................99
         SECTION 9.02      WAIVERS; AMENDMENTS.........................................................100
         SECTION 9.03      EXPENSES; INDEMNITY; DAMAGE WAIVER..........................................102
         SECTION 9.04      SUCCESSORS AND ASSIGNS......................................................103
         SECTION 9.05      SURVIVAL....................................................................106
</table>


                                                               iii
<page>


<TABLE>

         <S>               <C>                                                                         <C>
         SECTION 9.06      COUNTERPARTS; INTEGRATION; EFFECTIVENESS....................................107
         SECTION 9.07      SEVERABILITY................................................................107
         SECTION 9.08      RIGHT OF SETOFF.............................................................107
         SECTION 9.09      GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS..................108
         SECTION 9.10      WAIVER OF JURY TRIAL........................................................108
         SECTION 9.11      HEADINGS....................................................................109
         SECTION 9.12      CONFIDENTIALITY.............................................................109
         SECTION 9.13      INTEREST RATE LIMITATION....................................................109
         SECTION 9.14      TERMINATION OR RELEASE......................................................110
         SECTION 9.15      CONVERSION OF CURRENCIES....................................................110
         SECTION 9.16      PARENT AGREEMENT............................................................111
</table>


                  SCHEDULES:

Schedule 1.05  --    Provisions Applicable to Tranche B Euro Loans
Schedule 2.01  --    Commitments
Schedule 3.05  --    Properties
Schedule 3.06  --    Disclosed Matters
Schedule 3.12  --    Subsidiaries
Schedule 3.13  --    Insurance
Schedule 5.15  --    Flash-Cut Capability Modifications and Procedures
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 Opinion of Latham & Watkins
Exhibit C   --   Form of Guarantee and Collateral Agreement
Exhibit D   --   Form of Perfection Certificate
Exhibit E   --   Form of Affiliate Subordination Agreement
Exhibit F   --   Form of Standby Receivables Purchase Agreement
Exhibit G   --   Form of Parent Standby Credit Facility
Exhibit H   --   Form of Parent Agreement



                                       iv
<PAGE>
                  CREDIT AGREEMENT dated as of November 8, 2002


                        (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, JPMORGAN CHASE BANK, a New York banking
                        corporation, as administrative agent and collateral
                        agent for such lenders, and J.P. Morgan Europe, Limited,
                        as London 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.

                  "Acquired Business" means all or substantially all of the
assets currently comprising the telephone and internet directory services
business of Dex in the Territories, including the rights to use for an agreed
period of time the Qwest name and trademarks in operating such businesses.

                  "Acquired Receivables" means the specifically identified
receivables of the Borrower or its Subsidiaries purchased by the Parent pursuant
to the Standby Receivables Purchase Agreement which, pursuant to the Billing and
Collection Agreement, were required to be purchased by Qwest Corp. and any
claims or causes of action against Qwest Corp. or its Affiliates in respect of
such receivables.

                  "Acquisition" means the acquisition by the Borrower pursuant
to the Acquisition Agreement of all the Equity Interests of SGN LLC, which shall
hold the Acquired Business, for a purchase price of $2,750,000,000 in cash,
subject to adjustment as set forth in the Acquisition Agreement, and the other
transactions contemplated by the Acquisition Agreement and the documents related
thereto. Immediately after such acquisition of SGN LLC, the Borrower will be
merged with and into SGN LLC, which will change its name to "Dex Media East
LLC".

                  "Acquisition Agreement" means the Purchase Agreement dated as
of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings LLC.

                  "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 Acquisition Agreement or (ii) representing amounts paid in settlement
or compromise of claims that Qwest Corp., Qwest or any Affiliate thereof has


                                       1
<page>

breached its obligations under the 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 Acquisition Agreement
(provided that any purchase price adjustment in respect of Section 2.7 of the
Acquisition Agreement will not be deemed to be an Acquisition Agreement Recovery
until such time as the Phase II Acquisition Agreement has been terminated
without the Phase II Closing Date having occurred).

                  "Adjusted Consolidated EBITDA" means, for any period,
Consolidated EBITDA for such period; provided, however, that (a) Adjusted
Consolidated EBITDA for the fiscal quarter ending June 30, 2002 shall (subject
to clause (b) below) be deemed to be $95,000,000 and Adjusted Consolidated
EBITDA for the fiscal quarter ending September 30, 2002 shall (subject to clause
(b) below) be an amount that is reasonably satisfactory to the Borrower and the
Arrangers, but in any event shall be no less than $91,000,000, (b) in the event
that the Phase II Acquisition is consummated, Adjusted Consolidated EBITDA for
the fiscal quarter ending June 30, 2002 shall be deemed to be $103,000,000 and
Adjusted Consolidated EBITDA for the fiscal quarter ending September 30, 2002
shall be adjusted in a manner reasonably satisfactory to the Borrower and the
Arrangers, but in any event shall be no less than $98,000,000, in each case for
purposes of any calculation of Adjusted Consolidated EBITDA required to be made
hereunder at any time on or after the Phase II Closing Date, and (c) the
foregoing amounts in or determined pursuant to clause (a) or (b), as applicable,
shall be used in calculating Adjusted Consolidated EBITDA for any period that
includes the fiscal quarter ending June 30, 2002 or September 30, 2002, as the
case may be.

                  "Adjusted LIBO Rate" means, with respect to any Eurocurrency
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, 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 E pursuant to which
intercompany obligations and advances owed by any Loan Party are subordinated to
the Obligations.

                  "Agent" means, collectively, JPMorgan Chase Bank, in its
capacities as Administrative Agent and/or Collateral Agent, J.P. Morgan Europe,
Limited, in its capacity as London Agent, and each of their 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" .


                                       2
<page>


                  "Allocable Net Proceeds" means, with respect to (i) any Equity
Issuance of the Parent after the consummation of the Phase II Acquisition, 42%
of the Net Proceeds of such Equity Issuance and (ii) any Damages Event occurring
after the consummation of the Phase II Acquisition, 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 Acquisition. For purposes of determining
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, respectively.

                  "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, (i) 3.00% per annum, in the case of an ABR Loan, or (ii)
4.00% per annum, in the case of a Eurocurrency Loan; provided that, if at any
time the Phase II Separate Financing Tranche B Term Loan Applicable Rate is
greater than the sum of the Applicable Rate set forth above plus 0.25%, the
Applicable Rate set forth above shall be automatically adjusted to be equal to
the Phase II Separate Financing Tranche B Term Loan Applicable Rate minus 0.25%;
provided further that, if the Phase II Separate Financing Tranche B Term Loans
are made with original issue discount to the principal amount thereof due at
maturity in an amount in excess of 1.00% (the percentage amount of such original
issue discount in excess of 1.00%, the "Phase II OID Excess Percentage"), the
Borrower agrees to pay to the Administrative Agent for the account of each
Tranche B Term Loan Lender hereunder, on the Phase II Closing Date, a
nonrefundable fee in cash equal to the product of (A) the principal amount of
outstanding Tranche B Term Loans of such Lender on the Phase II Closing Date and
(B) the lesser of (x) the applicable Phase II OID Excess Percentage and (y)
2.00%, and (b) with respect to any ABR Loan or Eurocurrency 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", "Eurocurrency Spread" or "Commitment Fee
Rate", as the case may be, based upon the Leverage Ratio as of the most recent
determination date; provided that until the Borrower shall have delivered the
financial statements and certificate required by Section 5.01(b) and Section
5.01(d), respectively, for the period ended on June 30, 2003, the "Applicable
Rate" for purposes of clause (b) shall be the applicable rate per annum set
forth below in Category 1:


                                       3
<page>

<table>
<caption>
===================================================================================================================
                                               ABR                     Eurocurrency              Commitment Fee
                                               ---                     ------------              --------------
         Leverage Ratio:                     Spread                       Spread                      Rate
-------------------------------------------------------------------------------------------------------------------
    
                                       <c>                          <c>                         <c>
           Category 1                         2.00%                        3.00%                       0.50%
    greater than or equal to
          6.00 to 1.00
-------------------------------------------------------------------------------------------------------------------
           Category 2
    greater than or equal to
          5.50 to 1.00
   but less than 6.00 to 1.00                 1.75%                        2.75%                       0.50%
-------------------------------------------------------------------------------------------------------------------
           Category 3
    greater than or equal to
          5.00 to 1.00
   but less than 5.50 to 1.00                 1.50%                        2.50%                       0.50%
-------------------------------------------------------------------------------------------------------------------
           Category 4
    greater than or equal to
          4.50 to 1.00
   but less than 5.00 to 1.000                1.25%                        2.25%                       0.375%
-------------------------------------------------------------------------------------------------------------------
           Category 5                         1.00%                        2.00%                       0.375%
     less than 4.50 to 1.00
===================================================================================================================
</table>


                  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 in Category 1 (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., Banc of
America Securities LLC, Wachovia Securities, Inc., Lehman Brothers Inc. and
Deutsche Bank Securities Inc.

                  "Asset Disposition" means (a) any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction) 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 and (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.

                  "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.


                                       4
<page>


                  "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.

                  "B&C Interruption" means a failure by Qwest Corp. to purchase
receivables of the Borrower or its Subsidiaries as required by and in accordance
with the terms of the Billing and Collection Agreement (including any failure to
effect purchases at the times, in the amounts or for the prices specified in the
Billing and Collection Agreement), including any such failure as a result of any
bankruptcy or insolvency affecting Qwest Corp. For purposes hereof, any B&C
Interruption will be deemed to be continuing from the time of such a failure to
purchase until the earlier of: (a) such time as Qwest Corp. has resumed
purchasing receivables of the Borrower and its Subsidiaries on a current basis
as required by and in accordance with the terms of the Billing and Collection
Agreement in respect of three consecutive billing cycles thereunder (regardless
of whether any previous failures to purchase prior to or during such B&C
Interruption have been cured) and (b) such time as the Borrower has assumed and
is conducting all billing and collection activities with respect to customers
previously subject to the Billing and Collection Agreement, all invoices are
being sent to such customers on a timely basis and six days have lapsed since
the completion of mailing of invoices to all such customers in the first billing
cycle in respect of which the Borrower has sent invoices to such customers.

                  "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.

                  "Billing and Collection Agreement" means the Agreement for the
Provision of Billing and Collection Services for Directory Publishing Services
dated as of the Effective Date, between Qwest Corp. and the Borrower.

                  "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.
Immediately upon consummation of the Acquisition, Dex Media East LLC will be
merged (the "Merger") with and into SGN LLC, the entity holding the assets
comprising the Acquired Business, and the term "Borrower" will thereafter mean
the surviving entity in the Merger, which will change its name to Dex Media East
LLC. Upon consummation of the Merger, the Borrower will be a wholly owned direct
Subsidiary of Holdings.


                                       5
<page>

                  "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurocurrency 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
Eurocurrency 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) prior to an IPO of the Parent or Holdings, (i) the failure
by the Permitted Holders to own (and retain the right to vote), directly or
indirectly through wholly owned investment vehicles, Equity Interests in the
Parent representing at least 70% of each of the aggregate ordinary voting power
and aggregate equity value represented by the issued and outstanding Equity
Interests in the Parent (other than Equity Interests in the Parent owned by
Qwest or its subsidiaries) or (ii) the failure by the Parent to own (and retain
the right to vote), directly and of record, Equity Interests in Holdings
representing at least 70% of each of the aggregate ordinary voting power and
aggregate equity value represented by the issued and outstanding Equity
Interests in Holdings;

                  (c) after an IPO of the Parent, (i) the acquisition of
ownership directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) other than the Permitted Holders of Equity Interests in the Parent
representing more than 20% of the aggregate voting power represented by the
outstanding Equity Interests in the Parent and representing a greater percentage
of such aggregate ordinary voting power than that represented by Equity
Interests in the Parent owned beneficially and of record by the Permitted
Holders or (ii) the failure by the Parent to own (and retain the right to vote),
directly and of record, Equity Interests in Holdings representing at least 70%
of each of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in Holdings;


                                       6
<page>


                  (d) after an IPO of Holdings, (i) the failure by the Permitted
Holders to own (and retain the right to vote), directly or indirectly through
wholly owned investment vehicles, Equity Interests in the Parent representing at
least 70% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in the Parent (other than Equity Interests owned by
Qwest or its subsidiaries) or (ii) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) other than
the Parent of Equity Interests in Holdings representing more than 20% of the
aggregate voting power represented by the outstanding Equity Interests in
Holdings and representing a greater percentage of such aggregate ordinary voting
power than that represented by Equity Interests in Holdings owned directly and
of record by the Parent;

                  (e) 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;

                  (f) the occurrence of a "Change of Control", as defined in the
Senior Subordinated Debt Documents; or

                  (g) the occurrence of a "Change of Control", as defined in the
Senior Unsecured Debt Documents.

                  "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
and, when used in reference to any Commitment, refers to whether such Commitment
is a Revolving Commitment, Tranche A Commitment or Tranche B 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.

                  "Collateral Agent" means JPMorgan Chase Bank, in its capacity
as collateral agent for the Secured Parties.



                                       7
<page>

                  "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 C.

                  "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 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;

                  (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 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.


                                       8
<page>

                  "Commitment" means a Revolving Commitment, Tranche A
Commitment or Tranche B 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, 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, (ii) to the extent
included in such consolidated interest expense for such period, amounts
attributable to amortization of financing costs, (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 accrued with respect to the Phase II
Ticking Fees that have been paid in cash or are currently payable. 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) any
expenses incurred in connection with the transition of Holdings and its
Subsidiaries to an operating company independent of Qwest and its Affiliates and
of Phase II Holdings and its subsidiaries, in an aggregate amount not exceeding
$15,000,000 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, the Senior Secured
Leverage Ratio and the Senior 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,



                                       9
<page>

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 Fixed Charges" means, for any period, the sum of
(a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount
of scheduled principal payments (but not (i) optional prepayments or mandatory
non-scheduled prepayments or (ii) the aggregate amount of the last four
scheduled principal payments of the Tranche B Term Loan) made during such period
in respect of Long-Term Indebtedness of Holdings, the Borrower and the
Subsidiaries, (c) the aggregate amount of optional principal payments made
during such period in respect of Long-Term Indebtedness of Holdings, the
Borrower and the Subsidiaries, to the extent that such payments reduced any
scheduled principal payments that would have become due within one year after
the date of the applicable payment, (d) cash Capital Expenditures of Holdings,
the Borrower and the Subsidiaries for such period, including any interest
accrued during such period in respect of Indebtedness of Holdings, the Borrower
or any Subsidiary that is required to be capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP, other
than Excluded Capital Expenditures, and (e) the aggregate amount of Federal,
state and local income taxes and franchise and other similar taxes and
assessments imposed on (or measured by) net income paid in cash by Holdings, the
Borrower and the Subsidiaries during such period (net of any cash refunds of
Taxes received by them during such period, to the extent that such refunds are
not otherwise at any time reflected in Consolidated Net Income).

                  "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 any payment or dividend to or for the account of the
Parent in respect thereof); 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.


                                       10
<page>


                  "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 (in each case, other than from the sale of
Equity Interests in an IPO), (b) to the extent permitted by the proviso to this
sentence, Equity Proceeds received by the Parent or Holdings from the sale of
Equity Interests in an IPO and (c) 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;
provided, however, that Equity Proceeds received by the Parent or Holdings from
the sale of Equity Interests in an IPO shall constitute Designated Equity
Proceeds only to the extent that such Equity Proceeds are designated by the
Parent or Holdings, as applicable, in accordance with the foregoing to be used
solely to consummate a Permitted Acquisition pursuant to Section 6.04(g) that
has been identified pursuant to a notice given by the Parent or Holdings, as
applicable, to the Administrative Agent prior to the consummation of such IPO,
and provided, further, that in the case of an IPO of the Parent after the Phase
II Closing Date, the amount of such Designated Equity Proceeds shall not exceed



                                       11
<page>

the Allocable Net Proceeds of such IPO. 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 may include (i) amounts dividended by Holdings to the
Parent pursuant to Section 6.08(a)(viii) which are thereafter reinvested by the
Parent in Equity Interests of Holdings and (ii) any Net Proceeds from an IPO of
the Parent after the Phase II Closing Date (other than Allocable Net Proceeds)
which have been invested in Phase II Holdings and are thereafter dividended to
the Parent in a manner permitted by the Phase II Senior 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(m), (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.

                  "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.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "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.


                                       12
<page>

                  "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 Financings" means the Phase I Equity Financing and the
Phase II Equity Financing.

                  "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 Holdings, the Borrower
or any Subsidiary or, at any time prior to an IPO of Holdings, by the Parent of
any Equity Interests, or the receipt by Holdings, the Borrower or any Subsidiary
or, at any time prior to an IPO of Holdings, by the Parent 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) the Phase I Equity Financing, (iii) the Phase II
Equity Financing, (iv) any sale of Equity Interests by the Parent or receipt of
equity contributions by the Parent (x) that is effected in connection with the
consummation of the Phase II Acquisition and the proceeds of which are used by
the Parent solely to pay a portion of the purchase price for the Phase II
Acquisition and fees and expenses incurred in connection therewith or (y) the
proceeds of which are utilized substantially simultaneously with the receipt
thereof to repay outstanding obligations of the Parent under the Parent Standby
Credit Facility or to purchase Subordinated Participations (as defined in the
Parent Agreement) pursuant to the Parent Agreement, (v) 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 (vi) any
issuance of Equity Interests to, or receipt of any capital contributions from,
the Permitted Holders, new or additional co-investors, members of management of
Holdings, the Borrower or any Subsidiary, in each case, either directly or
indirectly through the Parent (other than purchases of shares issued in an IPO
of Holdings or 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



                                       13
<page>

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.

                  "Euro" or "(euro)" means the single currency of the European
Union as constituted by the treaty establishing the European Community being the
Treaty of Rome, as amended from time to time and as referred to in the
legislative measures of the European Union for the introduction of, changeover
to or operation of the Euro in one or more member states.

                  "Eurocurrency", 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


                                       14
<page>

         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(c) or (d), and (iii) repayments or
         prepayments of Long-Term Indebtedness financed by incurring other
         Long-Term Indebtedness.

                  "Exchange Rate" means on any day, for purposes of determining
the US Dollar Equivalent of any amount denominated in Euro, the rate at which
Euro may be exchanged into dollars, as set forth at approximately 11:00 a.m.,
London time, on such day on the Reuters World Currency Page for Euro. In the
event that such rate does not appear on any Reuters World Currency Page, the
Exchange Rate shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower, or, in the absence of such an agreement,
such Exchange Rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of Euro are then being conducted, at or about
10:00 a.m., London time, on such date for the purchase of dollars for delivery
two Business Days later; provided that if at the time of any such determination,
for any reason, no such spot rate is being quoted, the Administrative Agent may
use any reasonable method it deems appropriate to determine such rate. Each
determination of the Exchange Rate by the Administrative Agent shall be
conclusive absent manifest error.

                  "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 Acquisition Agreement
and any other agreements directly relating to the 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).



                                       15
<page>

                  "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.

                  "Fee Letter" means the Fee Letter dated as of August 20, 2002,
between the Sponsors and the Arrangers, as amended, modified or supplemented
from time to time.

                  "Financial Covenants" means the covenants set forth in
Sections 6.15, 6.16, 6,17, 6.18, and 6.19

                  "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, (b) the execution, delivery and
performance by each Loan Party of the Senior Subordinated Debt Documents to
which it is to be a party, the issuance of the Senior Subordinated Debt and the
use of the proceeds thereof, (c) the execution, delivery and performance by each
Loan Party of the Senior Unsecured Debt Documents to which it is to be a party,
the issuance of the Senior Unsecured Debt and the use of the proceeds thereof
and (d) the Equity Financings.

                  "Fixed Charge Coverage Ratio" means for any period the ratio
of (a) Adjusted Consolidated EBITDA for such period to (b) Consolidated Fixed
Charges of the Borrower for such period.

                  "Flash-Cut Capability" will be deemed to have been achieved
when (a) a Financial Officer of the Borrower certifies to the Arrangers and
PricewaterhouseCoopers, acting as consultant to the Arrangers, that the
Flash-Cut Modifications and Procedures have been completed and (b)
PricewaterhouseCoopers certifies to the Arrangers that the Flash-Cut
Modifications and Procedures have been completed; provided, however, that, if
within 10 Business Days of receipt of the certification from the Borrower
described in clause (a), PricewaterhouseCoopers does not provide the
certification described in clause (b) and does not provide written notice to the
Arrangers and the Borrower that, in its opinion, the Flash-Cut Modifications
Procedures have not been completed, PricewaterhouseCoopers will be deemed to
have provided the certification described in clause (b).

                  "Flash-Cut Modifications and Procedures" means the billing and
collection systems modifications and procedures set forth in Schedule 5.15.



                                       16
<page>

                  "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 Effective Date, owned by the
Parent.


                                       17
<page>

                  "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 October, 2002, as modified or supplemented prior to the
Effective Date, relating to the Borrower and the Transactions.

                  "Initial Lenders" means JPMorgan Chase Bank, Bank of America,
N.A., Lehman Commercial Paper Inc., Wachovia Bank, National Association, and
Deutsche Bank Trust Company Americas.

                  "Insolvent" means, in the case of the certificate required by
Section 4.01(l) as to Qwest Services, Qwest Corp., Qwest or Dex, that: (i)(A)
the present fair salable value of its assets is less than the amount that will
be required to pay its probable liability on its existing debts as they become
absolute and matured or (B) the sum of such Person's debts (as such term is
defined in Section 101 of the Bankruptcy Code) is greater than all of its
property, at a fair valuation, exclusive of property transferred, concealed or
removed with intent to hinder, delay or defraud its creditors; (ii) such Person
is a defendant in an action for money damages and is reasonably likely to be
unable to satisfy any judgment which has been rendered against it in such
action; (iii) such Person is engaged or about to engage in a business or
transaction for which the property remaining in its hands after the conveyance
is an unreasonably small capital; (iv) such Person intends or believes that it
will incur debts beyond its ability to pay as they mature; (v) such Person is
entering into the Transactions or incurring any obligation in connection with
the Acquisition Agreements with the intent to hinder, delay or defraud any of
its creditors to which such Person is indebted on the Effective Date or any
creditor to which it might become indebted after the Effective Date; (vi) such
Person admits in writing that it will be unable to pay its debts as they come
due or is generally not paying its debts as they come due; (vii) such Person has
an involuntary case or other proceeding commenced against it which seeks
liquidation, reorganization or other relief with respect to its debts or other
liabilities under the Bankruptcy Code or any other bankruptcy, insolvency or
similar law then in effect; (viii) such Person has had a receiver, liquidator,



                                       18
<page>

custodian or other similar official appointed for it or any material part of its
property or seeks the appointment of such an official for it or any material
part of its property; (ix) such Person commences a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts or other liabilities under the Bankruptcy Code or any other
bankruptcy, insolvency or similar law; (x) such Person has made a general
assignment for the benefit of creditors; or (xi) such Person has been adjudged
or admitted that it is an insolvent or bankrupt.

                  "Installment Date" has the meaning assigned to such term in
Section 2.10(a).

                  "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 Eurocurrency 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 Eurocurrency 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 Eurocurrency
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



                                       19
<page>

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.

                  "IPO" means a bona fide underwritten initial public offering
of voting common stock of the Parent or Holdings as a direct result of which at
least 20% of the aggregate common stock of the Parent or Holdings, as applicable
(calculated on a fully diluted basis after giving effect to all options to
acquire voting common stock of the Parent then outstanding, regardless of
whether such options are then currently exercisable), is beneficially owned by
Persons other than the Permitted Holders, the Parent, Holdings and Affiliates of
the Parent or Holdings (including all directors, officers and employees of the
Parent, Holdings, the Borrower and any Subsidiary).

                  "Issuing Bank" means JPMorgan Chase Bank, 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.

                  "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Adjusted Consolidated EBITDA for the period
of four consecutive fiscal quarters of the Borrower ended on such date.



                                       20
<page>

                  "LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (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 Eurocurrency 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, the Security Documents
and the Parent Agreement.

                  "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.

                  "London Agent" means J.P. Morgan Europe, Limited, in its
capacity as London agent for the Lenders hereunder.

                  "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.

                  "Management Agreement" means the Management Agreement dated as
of the Effective Date, among the Borrower, the Parent and the Sponsors.

                  "Margin Stock" shall have the meaning assigned to such term in
Regulation U of the Board.


                                       21
<page>

                  "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 any 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.

                  "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 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



                                       22
<page>

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.

                  "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 Effective Date, among the Borrower,
GPP LLC, Dex Holdings LLC, Qwest Corp., Qwest and Dex.

                  "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

                  "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 that is
Controlled by Affiliates of the Sponsors.



                                       23
<page>

                  "Parent Agreement" means the Agreement dated the date hereof
between the Parent and the Agent, substantially in the form of Exhibit H.

                  "Parent Non-Cash Pay Debt" means Indebtedness of the Parent
which (i) 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 Standby Credit Facility" means a standby term loan
facility dated as of the Effective Date in an aggregate amount of not less than
$50,000,000, substantially in the form of Exhibit G, made available to the
Parent by the lenders thereunder.

                  "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 D 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



                                       24
<page>

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, shall 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.

                  "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;

                  (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 (k) 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.


                                       25
<page>


                  "Permitted Holders" means (i) Carlyle Partners III, L.P., (ii)
CP III Coinvestment, L.P., (iii) Carlyle Dex Partners L.P., (iv) Carlyle-Dex
Partners II, L.P., (v) Carlyle High Yield Partners, L.P., (vi) Welsh, Carson,
Anderson & Stowe IX, L.P., (vii) WCAS GP Associates LLC, (viii) WD Investors
LLC, (ix) A.S.F. Co-Investment Partners, L.P., (x) any additional private equity
investment fund approved by the Arrangers which acquires Equity Interests in the
Parent (including from an existing Permitted Holder) on or prior to the Phase II
Closing Date, (xi) any other investment fund Controlled and managed by (or
managed by a Controlled Affiliate of) the same general partner or investment
manager as any of the investment funds referred to in clause (i) through (x)
above, and (xiii) any co-investors with respect to any of the foregoing
investment funds investing in Equity Interests of the Parent on or prior to the
earlier of the Phase II Closing Date or the date on which the Phase II
Acquisition Agreement is terminated or expires.

                  "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, the Permitted Holders 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;



                                       26
<page>


                  (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

                  (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.

                  "Phase I Equity Financing" means (i) purchases by Permitted
Holders of Equity Interests of the Parent and/or contributions by Permitted
Holders to the equity capital of the Parent for aggregate cash consideration of
$655,000,000, (ii) the use by the Parent of the full amount of such cash
consideration to purchase common Equity Interests or Non-Cash Pay Preferred
Stock of Holdings and/or to make a cash contribution to the common equity of
Holdings and (iii) the use by Holdings of the full amount of such cash received
from the Parent to make a cash contribution to the common equity of the
Borrower, in each case on or prior to the Effective Date.

                  "Phase II Acquired Business" means all or substantially all of
the assets currently comprising the telephone and internet directory services
business of Dex in the Phase II Territories, including the rights to use for an
agreed period of time the Qwest name and trademarks in operating such
businesses.

                  "Phase II Acquisition" means the acquisition pursuant to the
Phase II Acquisition Agreement by the Parent of the Phase II Acquired Business
for a purchase price of $4,300,000,000 in cash, subject to adjustment as set
forth in the Phase II Acquisition Agreement, and the other transactions
contemplated by the Phase II Acquisition Agreement and the documents related
thereto.



                                       27
<page>


                  "Phase II Acquisition Agreement" means the Purchase Agreement
dated as of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings
LLC.

                  "Phase II Borrower" means Dex Media West LLC, a Delaware
limited liability company, which is a subsidiary of Phase II Holdings.

                  "Phase II Borrower Permitted Acquisition" means an acquisition
by the Phase II Borrower of a Person or substantially all the assets of a Person
that will become a subsidiary of the Phase II Borrower and a Guarantor of the
Phase II Senior Facilities, which acquisition is permitted by the terms of the
Phase II Senior Facilities.

                  "Phase II Closing Date" means the date upon which the Phase II
Acquisition is consummated.

                  "Phase II Equity Financing" means (i) purchases of Equity
Interests of the Parent and/or contributions to the equity capital of the Parent
for aggregate cash consideration of $50,000,000, (ii) the use by the Parent of
the full amount of such cash consideration to purchase common Equity Interests
or Non-Cash Pay Preferred Stock of Holdings and/or to make a cash contribution
to the common equity of Holdings and (iii) the use by Holdings of the full
amount of such cash received from the Parent to make a cash contribution to the
common equity of the Borrower, in each case on or prior to the Phase II Closing
Date.

                  "Phase II Holdings" means Dex Media West, Inc., a Delaware
corporation, all of the Equity Interests of which are owned by the Parent.

                  "Phase II Payment" means the distribution to the Parent,
simultaneously with (and subject to) the consummation of the Phase II
Acquisition, of up to the cash proceeds of the Phase II Equity Financing and the
proceeds of the Tranche A Term Loans made on the Phase II Closing Date for the
purpose of paying a portion of the purchase price for the Phase II Acquisition.

                  "Phase II Senior Facilities" means the senior secured credit
facilities to be made available to the Phase II Borrower in connection with the
Phase II Acquisition.

                  "Phase II Separate Financing Tranche B Term Loan" means the
Tranche B Term Loan under the Phase II Senior Facilities to be made available to
the Phase II Borrower in connection with the Phase II Acquisition.

                  "Phase II Separate Financing Tranche B Term Loan Applicable
Rate" means the interest rate spread per annum in respect of any Eurocurrency
Borrowings or alternate base rate borrowings for any Phase II Separate Financing
Tranche B Term Loan.

                  "Phase II Territories" means Arizona, Idaho, Montana, Oregon,
Utah, Washington and Wyoming.



                                       28
<page>


                  "Phase II Ticking Fees" means the commitment and ticking fees
payable in respect of the commitment to provide the Phase II Facilities and the
commitment to provide the Phase II Bridge Facilities (as defined in the Fee
Letter), in each case pursuant to the terms of the Fee Letter.

                  "Phase II Tranche A Commitment" means with respect to each
Lender, the commitment, if any, of such Lender to make a Tranche A Term Loan
hereunder on the Phase II Closing Date.

                  "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 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 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) Adjusted 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).

                  "Publishing Agreement" means the Publishing Agreement dated as
of the Effective Date among Dex Holdings LLC, the Borrower, GPP LLC and Qwest
Corp.

                  "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.

                  "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.



                                       29
<page>


                  "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. For purposes of determining the Required
Lenders at any time, the amount of any Tranche B Euro Loan shall be the US
Dollar Equivalent of the principal amount thereof 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.

                  "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 Holdings, the
Borrower or any Subsidiary or of any option, warrant or other right to acquire
any such Equity Interests in Holdings, the Borrower or any Subsidiary.

                  "Revolving Availability Period" means the period from but
excluding the Effective 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 initial aggregate amount of the
Lenders' Revolving Commitments is $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.



                                       30
<page>


                  "Revolving Loan" means a Loan made pursuant to clause (c) 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.

                  "S&P" means Standard & Poor's Ratings Group, Inc.

                  "Secured Parties" has the meaning assigned to such term in the
Collateral Agreement.

                  "Security Documents" means the Collateral 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" means Qwest, Qwest Services, Qwest Corp. and Dex.

                  "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 Leverage Ratio" means, on any date, the ratio of (a)
Senior Indebtedness as of such date to (b) Adjusted Consolidated EBITDA for the
period of four consecutive fiscal quarters of the Borrower most recently ended
on or prior to such date.

                  "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) Adjusted 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.



                                       31
<page>

                  "Senior Subordinated Notes" means the Borrower's Senior
Subordinated Notes due 2012 to be issued on or prior to the Effective Date in
the 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 Senior Unsecured
Notes due 2009 to be issued on or prior to the Effective Date in the 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 to
Permitted Businesses conducted by the Borrower and its Subsidiaries, the Phase
II Borrower and its subsidiaries (including any "unrestricted subsidiaries"
permitted by the Phase II Senior 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 and used to provide centralized
services with respect to Permitted Businesses conducted by (i) the Borrower and
its subsidiaries, (ii) if the Phase II Closing Date occurs, the Phase II
Borrower and its subsidiaries (including any unrestricted subsidiaries permitted
by the Phase II Senior Facilities) and (iii) any Unrestricted Subsidiaries
permitted hereunder.

                  "Shared Services Payments" means payments by the Borrower and
its Subsidiaries in cash to the Parent in respect of the provision by the Parent
to the Borrower and its subsidiaries of Shared Services; provided, however, that
all such payments shall be made solely to reimburse the Parent for those actual
cash costs (including accrued costs payable by the Parent 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 Phase II Borrower and its subsidiaries or
Unrestricted Subsidiaries, on the other hand, such costs shall be allocated on a
fair and reasonable basis).

                  "Sponsors" means Carlyle Partners III, L.P. and Welsh, Carson,
Anderson & Stowe IX, L.P.


                                       32
<page>


                  "Standby Receivables Purchase Agreement" means the Standby
Receivables Purchase Agreement dated as of the Effective Date between the Parent
and the Borrower, substantially in the form of Exhibit F.

                  "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.
Eurocurrency 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
Effective Date, including the Borrower, and (b) each subsidiary of Holdings
organized or acquired after the Effective Date that has not been designated as
an Unrestricted Subsidiary in accordance with the provisions of Section 6.22.
For purposes of the representations and warranties made herein on (and the
conditions to borrowing on) the Effective Date, the Acquisition and the Merger
shall be assumed to have already been consummated.

                  "Subsidiary Loan Party" means any Subsidiary other than the
Borrower that is not a Foreign Subsidiary.

                  "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.



                                       33
<page>


                  "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, 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.

                  "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.

                  "Trademark License Agreement" means the Trademark License
Agreement dated as of the Effective Date, among Qwest, Dex Holdings LLC, the
Borrower and GPP LLC.

                  "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche A Term Loan hereunder on
the Effective Date or the Phase II Closing Date, as the case may be, expressed
as an amount representing the maximum principal amount of the Tranche A Term
Loan to be made by such Lender 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 Tranche A Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Tranche A Commitment, as applicable. The initial amount
of the Lenders' Tranche A Commitments is $690,000,000.

                  "Tranche A Lender" means a Lender with a Tranche A Commitment
or an outstanding Tranche A Term Loan.


                                       34
<page>


                  "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 Loan made pursuant to clause (a)
of Section 2.01.

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on
the Effective Date, expressed as an amount representing the maximum principal
amount of the Tranche B Term Loan to be made by such Lender 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 Tranche B
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Tranche A Commitment, as
applicable. The initial aggregate amount of the Lenders' Tranche B Commitments
that are denominated in dollars is $660,700,000, and the initial aggregate
amount of the Lenders' Tranche B Commitments that are denominated in Euro are
(euro)40,000,000.

                  "Tranche B Euro Loan" means a Tranche B Term Loan that is
denominated in Euro.

                  "Tranche B Lender" means a Lender with a Tranche B Commitment
or 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 Loan made pursuant to clause (b)
of Section 2.01.

                  "Transactions" means the 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 Phase II Holdings or any of
its subsidiaries (other than an "unrestricted subsidiary" of Phase II Holdings
pursuant to the credit agreement relating to the Phase II Senior Facilities).

                  "US Dollar Equivalent" means, on any date of determination,
(a) with respect to any amount in dollars, such amount, and (b) with respect to
any amount in Euro, the equivalent in dollars of such amount, determined by the
Administrative Agent using the Exchange Rate with respect to Euro as of such
date.


                                       35
<page>


                  "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 "Eurocurrency Loan") or by Class
and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency
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 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.



                                       36
<page>

                  SECTION 1.05 Provisions Applicable to Tranche B Euro Loans.
Schedule 1.05 sets forth additional terms of this Agreement applicable to
Tranche B Euro Loans, which terms are hereby incorporated into this Agreement in
their entirety. Each provision of this Agreement is subject to the provisions
set forth in Schedule 1.05 to the extent any such provision relates to Tranche B
Euro Loans, the London Agent or the Lenders providing the Tranche B Euro Loans.

                                  ARTICLE II.
                                  -----------

                                  The Credits
                                  -----------

                  SECTION 2.01 Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees (a) to make Tranche A Term Loans to the
Borrower in a principal amount not exceeding its Tranche A Commitment (i) on the
Effective Date, provided that the aggregate principal amount of all Tranche A
Term Loans made on the Effective Date shall not exceed $530,000,000 and (ii) on
the Phase II Closing Date, provided that the aggregate principal amount of all
Tranche A Term Loans made on the Phase II Closing Date shall not exceed
$160,000,000, (b) to make a Tranche B Term Loan to the Borrower on the Effective
Date in a principal amount not exceeding its Tranche B Commitment and (c) to
make 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; provided, however, that Revolving Loans will be
available on the Effective Date in an amount not to exceed $50,000,000. Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in
respect of Term Loans may not be reborrowed.

                  SECTION 2.02 Loans and Borrowings (a) (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 Eurocurrency 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
Eurocurrency 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



                                       37
<page>

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 Eurocurrency 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
Eurocurrency 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 first sentence of Section
2.02(b), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing;

                  (v) in the case of a Eurocurrency 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.


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<page>


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 Eurocurrency 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) (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 2.06(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,



                                       39
<page>

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.

                  SECTION 2.05 Letters of Credit (a) . (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 Effective Date and, at any time and from time to time 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.


                                       40
<page>


                  (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.

                  (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 4.02 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),


                                       41
<page>

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
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.


                                       42
<page>


                  (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 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


                                       43
<page>

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,
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) . (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


                                       44
<page>

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) . (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 Eurocurrency 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 Eurocurrency 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 Eurocurrency Borrowing; and

                  (iv) if the resulting Borrowing is a Eurocurrency 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".


                                       45
<page>


If any such Interest Election Request requests a Eurocurrency 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 Eurocurrency 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 Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency
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) .(a)
Unless previously terminated, (i) Tranche A Commitments in the aggregate
principal amount of (x) $530,000,000 shall terminate at 5:00 p.m., New York City
time, on the Effective Date and (y) $160,000,000 shall terminate at 5:00 p.m.,
New York City time, on the earlier of (A) the Phase II Closing Date and (B)
December 15, 2003, (ii) the Tranche B Commitments shall terminate at 5:00 p.m.,
New York City time, on the Effective Date and (iii) 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.


                                       46
<page>


                  SECTION 2.09 Repayment of Loans; Evidence of Debt (a) . (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 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).



                                       47
<page>

                  SECTION 2.10 Amortization of Term Loans (a) . (a) The Borrower
shall repay Tranche A Term Borrowings on each date set forth below in the
aggregate principal amount set forth opposite such date (each such date being
called an "Installment Date"):

                      DATE                                       AMOUNT
               September 30, 2003                              $13,250,000
               December 31, 2003                               $13,250,000
               March 31, 2004                                  $14,575,000
               June 30, 2004                                   $14,575,000
               September 30, 2004                              $15,900,000
               December 31, 2004                               $15,900,000
               March 31, 2005                                  $19,875,000
               June 30, 2005                                   $19,875,000
               September 30, 2005                              $19,875,000
               December 31, 2005                               $19,875,000
               March 31, 2006                                  $26,500,000
               June 30, 2006                                   $26,500,000
               September 30, 2006                              $26,500,000
               December 31, 2006                               $26,500,000
               March 31, 2007                                  $27,825,000
               June 30, 2007                                   $27,825,000
               September 30, 2007                              $27,825,000
               December 31, 2007                               $27,825,000
               March 31, 2008                                  $36,437,500
               June 30, 2008                                   $36,437,500
               September 30, 2008                              $36,437,500
               Tranche A Maturity Date                         $36,437,500

; provided, however, that, in the event that Tranche A Term Loans are made on
the Phase II Closing Date, the principal amount payable in respect of Tranche A
Term Loans on each Installment Date that falls after the Phase II Closing Date
shall be increased by an amount equal to the product of (i) the aggregate amount
of all Tranche A Term Loans that are made on the Phase II Closing Date and (ii)
a fraction (expressed as a decimal), the numerator of which is the amount of the
installment set forth for such Installment Date in the above schedule and the
denominator of which is the aggregate principal amount of all installments set
forth in such schedule in respect of all Installment Dates that occur after the
Phase II Closing Date.

                  In the event that less than $530,000,000 of Tranche A Term
Loans are made on the Effective Date, then the installments set forth in the
above schedule shall automatically be reduced pro rata by an aggregate amount
equal to the excess of $530,000,000 over the amount of Tranche A Term Loans made
on the Effective Date, and such reductions shall be taken into account for
purposes of the proviso in the immediately preceding paragraph.


                                       48
<page>

                  (b) Subject to adjustment pursuant to paragraph (d) of this
Section, the Borrower shall repay Tranche B Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:


                                AMOUNT OF DOLLAR           AMOUNT OF EURO
                                DENOMINATED LOANS        DENOMINATED LOANS
DATE                              TO BE REPAID              TO BE REPAID
September 30, 2003                  $6,607,000              (euro)400,000
December 31, 2003                   $6,607,000              (euro)400,000
March 31, 2004                      $6,607,000              (euro)400,000
June 30, 2004                       $6,607,000              (euro)400,000
September 30, 2004                  $6,607,000              (euro)400,000
December 31, 2004                   $6,607,000              (euro)400,000
March 31, 2005                      $6,607,000              (euro)400,000
June 30, 2005                       $6,607,000              (euro)400,000
September 30, 2005                  $6,607,000              (euro)400,000
December 31, 2005                   $6,607,000              (euro)400,000
March 31, 2006                      $6,607,000              (euro)400,000
June 30, 2006                       $6,607,000              (euro)400,000
September 30, 2006                  $6,607,000              (euro)400,000
December 31, 2006                   $6,607,000              (euro)400,000
March 31, 2007                      $6,607,000              (euro)400,000
June 30, 2007                       $6,607,000              (euro)400,000
September 30, 2007                  $6,607,000              (euro)400,000
December 31, 2007                   $6,607,000              (euro)400,000
March 31, 2008                      $6,607,000              (euro)400,000
June 30, 2008                       $6,607,000              (euro)400,000
September 30, 2008                $125,533,000            (euro)7,600,000
December 31, 2008                 $125,533,000            (euro)7,600,000
March 31, 2009                    $138,747,000            (euro)8,400,000
Tranche B Maturity Date           $138,747,000            (euro)8,400,000

                  (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 first,
in direct order of the first four scheduled payments to become due under Section
2.10(a) or (b), and thereafter, ratably. If the initial aggregate amount of the
Lenders' Tranche B Commitments exceeds the aggregate principal amount of Tranche
B Term Loans that are made on the Effective Date, then the scheduled repayments
of Tranche B Term Borrowings to be made pursuant to this Section shall be
reduced ratably by an aggregate amount equal to such excess.

                  (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.


                                       49
<page>


                  SECTION 2.11 Prepayment of Loans (a) . (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
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 at any time prior to an IPO of Holdings or a Damages Event, in each case
occurring after the Phase II Closing Date, 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, 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, 2003, the Borrower will
prepay Term Borrowings in an aggregate amount equal to 75% of Excess Cash Flow
for such fiscal year; provided, that if the Senior Secured Leverage Ratio at the
end of any such fiscal year, after giving effect on a pro forma basis to


                                       50
<page>

repayments and incurrences of Indebtedness (except repayments of Revolving Loans
not accompanied by an equivalent permanent reduction in Revolving Commitments)
made at any time after the end of such fiscal year, is equal to or less than
2.50 to 1.00, the Borrower will prepay Term Borrowings in an aggregate amount
equal to 50% of Excess Cash Flow for such fiscal year (it being understood that
a portion of such Excess Cash Flow may be applied so as to reduce such pro forma
Senior Secured Leverage Ratio to less than 2.50 to 1.00, and that the applicable
percentage for such Excess Cash Flow thereafter to be applied shall be 50%).
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) Prior to any optional or, subject to Sections 2.11(c) and
(d), 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 (f) of this Section. All
optional or mandatory prepayments of Tranche B Term Loans shall be allocated
between Tranche B Term Borrowings denominated in dollars and those denominated
in Euro pro rata based on the aggregate principal amount of Borrowings
outstanding in each currency. 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 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. For purposes of determining any pro rata
allocation contemplated under this paragraph at any time, the amount of any
Tranche B Euro Loan shall be the US Dollar Equivalent of the principal amount
thereof at such time.

                  (f) 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 Eurocurrency 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


                                       51
<page>

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) . (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the daily unused amount of each Revolving
Commitment or Phase II Tranche A Commitment of such Lender during the period
from and including the Effective Date to but excluding the date on which such
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 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 Eurocurrency 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 Effective 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 Effective 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, commencing on the first such date to occur after the Effective Date;
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).


                                       52
<page>


                  (c) Except in the case of mandatory prepayments required under
Section 2.11(c) as a result of a Prepayment Event referred to in clause (a), (b)
or (d) of the definition of the term Prepayment Event or required under Section
2.11(d), all voluntary and mandatory prepayments of Tranche B Term Loans will be
accompanied by payment of a prepayment fee equal to (i) 2.0% of the aggregate
amount of such prepayment, if such prepayment is made during the first year
after the Effective Date and (ii) 1.0% of the aggregate amount of such
prepayment, if such prepayment is made during the second year after the
Effective Date.

                  (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) . (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 Eurocurrency 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 Eurocurrency 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.


                                       53
<page>


                  (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.

                  SECTION 2.14 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency 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 Eurocurrency Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurocurrency 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 Eurocurrency Loans
included in the relevant Borrowing.

                  SECTION 2.15 Increased Costs (a) . (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


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<page>


                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurocurrency 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 Eurocurrency 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, 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.


                                       55
<page>


                  SECTION 2.16 Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency 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 Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(f) and is revoked in accordance therewith) or (d) the
assignment of any Eurocurrency 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 eurocurrency 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) . (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 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


                                       56
<page>

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.

                  SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing
of Setoffs (a) . (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


                                       57
<page>

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 aggregate amount of principal of and accrued interest on
their respective 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). For purposes of determining the respective amounts of
any purchases required by this paragraph in respect of any disproportionate
payment received by any Lender, the amount of each Tranche B Euro Loan shall be
the US Dollar Equivalent of the principal amount thereof at the time the payment
giving rise to such purchases is received by the applicable Lender. The Borrower


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<PAGE>

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.

                  (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) . (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,


                                       59
<PAGE>

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.

                                  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 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 such as
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


                                       60
<PAGE>

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) . (a) The Borrower has heretofore furnished to the Lenders the consolidated
balance sheet and statements of income, stockholders equity and cash flows of
the Acquired Business (i) as of and for the fiscal years ended December 31,
2001, December 31, 2000 and December 31, 1999, reported on by KPMG LLP,
independent public accountants, without qualification and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended June 30, 2002, reviewed
by KPMG LLP, independent public accounts, as provided in Statement on Auditing
Standards No. 71, without qualification. Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Acquired Business as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii)
above.

                  (b) The Borrower has heretofore furnished to the Lenders its
pro forma consolidated balance sheet as of June 30, 2002 prepared giving effect
to the Transactions (other than the Phase II Equity Financing) as if such
Transactions had occurred on such date. Such pro forma consolidated balance
sheet (i) 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), (ii) is based on the best information available to Holdings and the
Borrower after due inquiry, (iii) accurately reflects all adjustments necessary
to give effect to the Transactions and (iv) presents fairly, in all material
respects, the pro forma financial position of the Borrower and its consolidated
Subsidiaries as of such date, as if the Transactions had occurred on such date.

                  (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 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, 2001, there has been no material
adverse change in the business, operations, prospects, assets, liabilities or
financial condition of the Acquired Business of Holdings, the Borrower and its
Subsidiaries, taken as a whole.


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<PAGE>


                  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
Effective Date after giving effect to the Transactions.

                  SECTION 3.06 Litigation and Environmental Matters (a) . (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.

                  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.


                                       62
<PAGE>


                  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) . (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.


                                       63
<PAGE>


                  SECTION 3.12 Subsidiaries. As of the Effective Date, the
Parent does not have any subsidiaries other than 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 Effective Date, (ii) the name of, and the ownership interest of
Holdings in, each subsidiary of Holdings and identifies each subsidiary that is
a Subsidiary Loan Party, in each case as of the 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 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 Effective Date. As of the Effective Date, all premiums 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 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 Effective Date and immediately following the
making of each Loan made on the 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


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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 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 Acquisition. As of the Effective Date, each of
the Acquisition Agreement and the Core Qwest Agreements 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 Acquisition Agreement and of
each of the Core Qwest Agreements has been furnished to the Administrative
Agent.

                  SECTION 3.18 Security Documents (a) . (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 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


                                       65
<PAGE>

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 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 Effective Date. The obligations of the Lenders to
make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of Latham & Watkins, counsel for the
         Borrower, substantially in the form of Exhibit B covering such other
         matters relating to the Loan Parties, the Loan Documents or the


                                       66
<PAGE>

         Transactions as the Required Lenders shall reasonably request. Each of
         Holdings and the Borrower hereby requests such counsel to deliver such
         opinions.

                  (c) The Administrative Agent shall have received such
         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 the Transactions and
         any other legal matters relating to the Loan Parties, the Loan
         Documents or the Transactions, all in form and substance satisfactory
         to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Borrower, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.02.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses (including reasonable fees, charges and
         disbursements of counsel) required to be reimbursed or paid by any Loan
         Party hereunder or under any other Loan Document.

                  (f) The Collateral and Guarantee Requirement shall have been
         satisfied and the Administrative Agent shall have received a completed
         Perfection Certificate dated the Effective Date and signed by an
         executive officer or Financial Officer of the Borrower, together with
         all attachments contemplated thereby, including the results of a search
         of the Uniform Commercial Code (or equivalent) filings made with
         respect to the Loan Parties in the jurisdictions contemplated by the
         Perfection Certificate and copies of the financing statements (or
         similar documents) disclosed by such search and evidence reasonably
         satisfactory to the Administrative Agent that the Liens indicated by
         such financing statements (or similar documents) are permitted by
         Section 6.02 or have been released.

                  (g) The Administrative Agent shall have received evidence that
         the insurance required by Section 5.07 and the Security Documents is in
         effect.

                  (h) The Phase I Equity Financing shall have been consummated,
         and the Borrower shall have received, as a common capital contribution
         from Holdings, gross cash proceeds of not less than $655,000,000 from
         the Phase I Equity Financing. The Administrative Agent shall have
         received copies of all instruments, agreements or other documents
         evidencing the Phase I Equity Financing, certified by a Financial
         Officer as complete and correct.

                  (i) The Borrower shall have received gross cash proceeds of
         not less than $525,000,000 from the issuance of the Senior Subordinated
         Debt. The terms and conditions of the Senior Subordinated Debt and the
         provisions of the Senior Subordinated Debt Documents shall be
         reasonably satisfactory to the Arrangers. The Administrative Agent
         shall have received copies of the Senior Subordinated Debt Documents,
         certified by a Financial Officer as complete and correct.


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<PAGE>


                  (j) The Borrower shall have received gross cash proceeds of
         not less than $450,000,000 from the issuance of the Senior Unsecured
         Debt. The terms and conditions of the Senior Unsecured Debt and the
         provisions of the Senior Unsecured Debt Documents shall be reasonably
         satisfactory to the Arrangers. The Administrative Agent shall have
         received copies of the Senior Unsecured Debt Documents, certified by a
         Financial Officer as complete and correct.

                  (k) The Acquisition shall have been consummated or shall be
         consummated simultaneously with the initial funding of the Loans on the
         Effective Date in accordance with applicable laws and the terms of the
         Acquisition Agreement and any documents related thereto, without any
         amendment to or waiver or other modification of any material term or
         condition in the Acquisition Agreement or any documents related thereto
         not approved by the Arrangers. The Administrative Agent shall have
         received copies of the Acquisition Agreement and any documents related
         thereto and all certificates, opinions and other documents delivered
         thereunder, certified by a Financial Officer as complete and correct.
         The structure of the Acquisition and the other Transactions and all
         Tax, legal and environmental matters and the accounting treatment
         related thereto shall be consistent with the terms set forth in the
         Acquisition Agreement and all documents related thereto and the
         information delivered to the Initial Lenders and the Arrangers as of
         August 20, 2002. The Arrangers shall be satisfied in all respects with
         the terms of any agreements (including definitive documentation) to be
         entered into in connection with the Transactions that had not been
         delivered to them on or prior to August 20, 2002, including without
         limitation those relating to the Phase I Equity Financing. The rights
         and obligations of Dex Holdings LLC under the Acquisition Agreement and
         the Trademark License Agreement shall be assigned by Dex Holdings LLC
         to the Parent and the rights and obligations of Dex Holdings LLC under
         the Publishing Agreement and the Non-Competition Agreement shall be
         assigned by Dex Holdings LLC to the Borrower, in each case pursuant to
         written instruments of assignment and assumption reasonably
         satisfactory to the Arrangers.

                  (l) The Administrative Agent shall have received a certificate
         from the chief financial officer, principal accounting officer,
         treasurer or controller of Qwest that none of Qwest Services, Qwest
         Corp., Qwest or Dex shall be Insolvent upon the consummation of the
         Acquisition and the other transactions contemplated by the Acquisition
         Agreement.

                  (m) After giving effect to the Transactions to be consummated
         on the Effective Date, the Parent, Holdings, the Borrower and the
         Subsidiaries shall have outstanding no Indebtedness or preferred Equity
         Interests other than (i) the Loans, (ii) the Senior Subordinated Debt,
         (iii) the Senior Unsecured Debt and (iv) the Indebtedness set forth in
         Schedule 6.01, and (v) Non-Cash Pay Preferred Stock of Holdings issued
         in connection with the Phase I Equity Financing.


                                       68
<PAGE>


                  (n) All consents and approvals required to be obtained from
         any Governmental Authority (including but not limited to state public
         utility commissions) or material third parties in connection with the
         Transactions shall have been obtained to the extent such consents or
         approvals are required under applicable laws or agreements or
         otherwise, and all applicable regulatory appeal periods shall have
         expired. The Administrative Agent shall have received a certificate of
         a Financial Officer of the Borrower, certifying that there is no claim,
         action or proceeding pending or, to the knowledge of the Sponsors or
         the Borrower, threatened, by any Governmental Authority to enjoin,
         restrain or prohibit (or by any other Person that has a reasonable
         likelihood of enjoining, restraining or prohibiting) the Acquisition,
         or by any Person that has a reasonable likelihood of imposing
         burdensome conditions on the Acquisitions.

                  (o) The Administrative Agent shall have received a certificate
         of a Financial Officer of the Borrower certifying, to the best of his
         or her knowledge, that, on a pro forma basis after giving effect to the
         Transactions, the Borrower (i) will have Adjusted Consolidated EBITDA
         for a twelve month period ending on June 30, 2002 of not less than
         $345,000,000 and (ii) will have a pro forma Leverage Ratio as of June
         30, 2002 of not greater than 6.50:1.00.

                  (p) Each of the Parent Agreement, the Parent Standby Credit
         Facility and the Standby Receivables Purchase Agreement shall have been
         executed and delivered and shall be in full force and effect, and the
         Administrative Agent shall have received satisfactory evidence thereof.
         The Administrative Agent shall have received copies of all
         documentation relating to each of the Parent Agreement, the Parent
         Standby Credit Facility and the Standby Receivables Purchase Agreement,
         certified by a Financial Officer as being complete and correct.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 5:00 p.m., New York City time, on December 15, 2002 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

                  SECTION 4.02 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 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


                                       69
<PAGE>

         making the representations and warranties contained in Section 3.04(d),
         solely in connection with a request of a Lender to make a Revolving
         Loan or a request of the Issuing Bank to issue, increase, renew or
         extend 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.

                  SECTION 4.03 Tranche A Credit Event. The obligation of each
Lender to make a Tranche A Term Loan on any date, other than such Tranche A Term
Loan to be made on the Effective Date, is subject to receipt of the request
therefore in accordance herewith and to the satisfaction of the following
conditions:

                  (a) The Phase II Equity Financing shall have been consummated,
         and the Borrower shall have received, on or prior to the Phase II
         Closing Date, gross cash proceeds of not less than $50,000,000 from the
         Phase II Equity Financing in the form of a common capital contribution
         from Holdings. The Administrative Agent shall have received copies of
         all instruments, agreements or other documents evidencing such
         additional capital contribution, certified by a Financial Officer as
         complete and correct.

                  (b) The Phase II Acquisition shall have been consummated or
         shall be consummated simultaneously with the funding of such Tranche A
         Term Loans in accordance with applicable laws and the terms of the
         Phase II Acquisition Agreement. The Phase II Closing Date shall be no
         later than December 15, 2003.

                  (c) The Pro Forma Leverage Ratio on such date shall not be
         greater than the maximum Leverage Ratio permitted by Section 6.17 as of
         the last day of the fiscal quarter most recently ended on or prior to
         such date.

                                   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:


                                       70
<PAGE>

                  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) 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 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) within 30 days after the end of each of the first two
         fiscal months of each fiscal quarter of Holdings, a summary income
         statement and balance sheet of Holdings and its consolidated
         Subsidiaries for such month and as of the last day of such month;

                  (d) 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


                                       71
<PAGE>

         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) if a B&C Interruption has at any time occurred,
         identifying and quantifying the amount of any receivables of the
         Borrower or its Subsidiaries which Qwest Corp. failed to purchase in
         accordance with the terms of the Billing and Collection Agreement and
         any cash payments from Qwest Corp. representing the payment of such
         unpurchased receivables or a payment in respect of any claim, including
         bankruptcy claim, of the Borrower or its Subsidiaries against Qwest
         Corp. relating to such unpurchased receivables, in either case that
         have arisen or occurred since the end of the previous fiscal quarter,
         (xi) 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 (xii) 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;

                  (e) 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);

                  (f) 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;

                  (g) 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 in the event the Parent or
         Holdings becomes a publicly traded company, distributed by the Parent
         or Holdings, as applicable, to its shareholders generally; and

                  (h) 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 or any Lender may reasonably request.


                                       72
<PAGE>


                  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;

                  (d) the occurrence of any B&C Interruption; and

                  (e) 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). (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 delivered on the
Effective Date or the date of the most recent certificate delivered pursuant to


                                       73
<PAGE>

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 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. (a) 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


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<PAGE>

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
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 (a) . (a)
The proceeds of the Term Loans borrowed on the Effective Date, together with the
proceeds of the Revolving Loans borrowed on the Effective Date, the Phase I
Equity Financing, the Senior Subordinated Debt and the Senior Unsecured Debt,
will be used only for the payment of (a) the purchase price payable under the
Acquisition Agreement as consideration for the Acquisition and (b) fees and
expenses payable in connection with the Transactions. The proceeds of the
Tranche A Term Loans borrowed after the Effective Date will be used only to fund
a portion of the Phase II Payment. The proceeds of the Revolving Loans borrowed
after the Effective Date 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.

                  (b) The proceeds of sales of receivables to the Parent
pursuant to the Standby Receivables Purchase Agreement will be used solely to
provide working capital for the payment of ordinary course expenses of the
Borrower and its Subsidiaries.

                  SECTION 5.12 Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Effective Date, the Borrower will,
within three Business Days after such Subsidiary is formed or acquired, notify
the Administrative Agent and the


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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 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) . (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 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 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, the effect of which shall be to fix or limit the interest
cost to the Borrower with respect to at least 50% of the Long-Term Indebtedness
of Holdings and the Borrower (after taking into account all fixed-rate Long-Term
Indebtedness).


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<PAGE>


                  SECTION 5.15 Transition of Qwest Billing. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to take such
commercially reasonable actions as may be necessary or appropriate (including
the exercise of rights under the Acquisition Agreement) to develop and implement
and have Qwest Corp. develop and implement, as soon as reasonably practicable,
the Flash-Cut Modifications and Procedures set forth on Schedule 5.15.

                  SECTION 5.16 Standby Receivables Purchase Agreement. During
the continuance of a B&C Interruption which commences prior to Flash-Cut
Capability having been achieved, the Borrower will sell and the Parent will
purchase Acquired Receivables as and when required by the terms of the Standby
Receivables Purchase Agreement; provided that this Section shall not require the
purchase or sale of Acquired Receivables to the extent the cumulative aggregate
purchase price would exceed $47,500,000.

                                  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) . (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;

                  (iii) the Senior Unsecured Debt;

                  (iv) Indebtedness existing on the date hereof and set forth in
Schedule 6.01 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 weighted
average life thereof;



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<PAGE>


                  (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;

                  (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 date hereof; 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) 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); and

                  (xi) 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 (xi) shall not exceed $200,000,000 at any time outstanding.




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<PAGE>


                  (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 Non-Cash Pay Preferred Stock of Holdings.


                  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 date hereof 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
         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 (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 of the Parent on any Acquired Receivables
         (including any related claims against Qwest Corp. arising under the
         Billing and Collection Agreement and the proceeds of such Acquired
         Receivables) purchased by the Parent pursuant to the Standby
         Receivables Purchase Agreement; and


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<PAGE>

                  (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.

                  SECTION 6.03 Fundamental Changes (a) . (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).


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<PAGE>

                  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 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 Effective Date but excluding any such Investments made
         after the Effective 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 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 Effective 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)


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<PAGE>

         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; and

                  (m) 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, 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
         the Acquired Receivables are purchased by Qwest Corp. pursuant to the
         Billing and Collection Agreement as in effect on the Effective Date,
         including sales of receivables pursuant to and in accordance with the
         Billing and Collection Agreement or the Standby Receivables Purchase
         Agreement;

                  (d) sale and leaseback transactions permitted by Section 6.06;

                  (e) Permitted Asset Swaps;


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<PAGE>


                  (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; and

                  (g) 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 Effective Date in reliance upon this clause (g) shall not
         exceed $200,000,000;

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 (g) 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 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 and (c) 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) . (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


                                       83
<PAGE>

(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 or employees (including
former 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 (g) of Section 6.09, do not exceed
$10,000,000 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 in the amount of such interests 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 $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 4.75 to 1.00, in an aggregate amount not to exceed that portion of
Excess Cash Flow for the immediately preceding fiscal year of the Borrower that
was not required by Section 2.11(c) to be applied to the prepayment of the Term
Loans, (vi) 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, (vii) the Phase II Payment may be made on the Phase II Closing Date,
(viii) provided that no Event of Default is continuing or would result therefrom
and that on the date of such Restricted Payment the Pro Forma Leverage Ratio is
less than 4.75 to 1.00, Holdings may, not later than the date that is 60 days
after the date of consummation of an IPO of Holdings or the Parent, make a
Restricted Payment to the Parent (x) in the case of an IPO of Holding, in an
amount equal to the portion of the Net Proceeds thereof that is neither
Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the
prepayment of Term Loans and (y) in the case of an IPO of the Parent, provided
the Net Proceeds, or Allocable Net Proceeds, if the Phase II Closing Date has
occurred, have been contributed to, or used to purchase Equity Interests of,
Holdings in accordance with Section 6.21(b), in an amount equal to the portion
of the Net Proceeds or (if the Phase II Closing Date has occurred) Allocable Net
Proceeds of such IPO that is neither Designated Equity Proceeds nor required by
Section 2.11(c) to be applied to the prepayment of Term Loans, provided,
further, however, that no Restricted Payment shall be made pursuant to this
clause (viii) unless all prepayments of Term Loans required under Section
2.11(c) in connection with any such IPO have been made and (ix) Restricted
Payments in amounts as shall be necessary to pay the Phase II Ticking Fees to
the extent that Holdings, the Borrower or any of the Subsidiaries shall not pay
such fees directly. For purposes hereof, "Pro Forma RP Coverage Ratio" shall
mean, on the date of any Restricted Payment proposed to be made pursuant to
clause (v)(B) above, the ratio of (I) Adjusted 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 clause (v) above to (II)
Consolidated Fixed Charges for such period.



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<PAGE>

                  (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, cancelation 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 Debt 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; and

                  (v) prepayment of Capital Lease Obligations in an aggregate
         cumulative amount not exceeding $5,000,000.

                  (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) provided no Event of Default set forth in
clauses (a) or (b) of Article VII is continuing or would result therefrom, any
payments to the Sponsors or any of their Controlled Affiliates pursuant to the
Management Agreement as in effect on the Effective Date; provided that any
payments pursuant to this cause (d) with respect to management fees shall not
exceed $2,000,000 in any fiscal year of the Borrower, plus all reasonable
out-of-pocket expenses incurred by, and indemnification rights of, the Sponsors
or their


                                       85
<PAGE>

Controlled Affiliates in connection with its performance of management,
consulting, monitoring, financial advisory or other services with respect to the
Borrower and its Subsidiaries, (e) the sale of receivables on substantially the
same terms that the Acquired Receivables are purchased by Qwest Corp. pursuant
to the Billing and Collection Agreement as in effect on the Effective Date
(including transactions in respect of the Standby Receivables Purchase
Agreement), (f) the payment of reasonable fees to directors of Holdings or the
Borrower who are not employees of the Borrower or any of its Subsidiaries, (g)
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
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 (g),
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, (h) 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 Effective Date and (i) Shared Services Payments
made to the Parent 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.

                  SECTION 6.10 Restrictive Agreements (a) 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) 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, (v) clause (a) of the foregoing shall not apply to customary provisions
in leases restricting the assignment thereof, (vi) 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), (vii) 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 and (viii) the foregoing
shall not apply to customary provisions in joint venture agreements.


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<PAGE>


                  (b) Holdings and the Borrower will not permit Phase II
Holdings or any of its subsidiaries to incur or permit to exist any Indebtedness
in connection with the Phase II Acquisition that provides that the holder
thereof may (upon notice, lapse of time or both) declare a default thereon or
cause the payment thereof to be accelerated or payable prior to its scheduled
maturity by reason of the occurrence of a Default or Event of Default under this
Agreement, unless this Agreement has been amended to include an equivalent event
of default upon the occurrence of a default with respect to such Indebtedness.

                  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) . (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 or (iii) 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 Acquisition Agreement, any of the Core Qwest Agreements
or, unless Flash-Cut Capability has been achieved, the Billing and Collection
Agreement, (ii) the Standby Receivables Purchase Agreement or (iii) the tax
sharing agreement described in Section 6.14, in each case 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.

                  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


                                       87
<PAGE>

(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 Expense Coverage Ratio. Holdings and the
Borrower will not permit the ratio of (a) Adjusted Consolidated EBITDA to (b)
Consolidated Cash Interest Expense, in each case for any period of four
consecutive fiscal quarters ending on 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, 2003                                1.60 to 1.00
                  June 30, 2003                                 1.60 to 1.00
                  September 30, 2003                            1.60 to 1.00
                  December 31, 2003                             1.60 to 1.00
                  March 31, 2004                                1.60 to 1.00
                  June 30, 2004                                 1.65 to 1.00
                  September 30, 2004                            1.65 to 1.00
                  December 31, 2004                             1.70 to 1.00
                  March 31, 2005                                1.70 to 1.00
                  June 30, 2005                                 1.70 to 1.00
                  September 30, 2005                            1.70 to 1.00
                  December 31, 2005                             1.75 to 1.00
                  March 31, 2006                                1.75 to 1.00
                  June 30, 2006                                 1.75 to 1.00
                  September 30, 2006                            1.75 to 1.00
                  December 31, 2006                             2.00 to 1.00
                  March 31, 2007                                2.00 to 1.00
                  June 30, 2007                                 2.00 to 1.00
                  September 30, 2007                            2.00 to 1.00
                  December 31, 2007                             2.25 to 1.00
                  March 31, 2008                                2.25 to 1.00
                  June 30, 2008                                 2.25 to 1.00
                  September 30, 2008                            2.25 to 1.00
                  December 31, 2008                             2.25 to 1.00
                  March 31, 2009                                2.25 to 1.00

                  SECTION 6.16 Fixed Charge Coverage Ratio. Holdings and the
Borrower will not permit the Fixed Charge Coverage Ratio for any period of four
consecutive fiscal quarters ending on or after December 31, 2003 to be less than
1.05 to 1.00.


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<PAGE>


                  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, 2003                       6.90 to 1.00
                  June 30, 2003                        6.90 to 1.00
                  September 30, 2003                   6.90 to 1.00
                  December 31, 2003                    6.75 to 1.00
                  March 31, 2004                       6.75 to 1.00
                  June 30, 2004                        6.75 to 1.00
                  September 30, 2004                   6.75 to 1.00
                  December 31, 2004                    6.50 to 1.00
                  March 31, 2005                       6.50 to 1.00
                  June 30, 2005                        6.50 to 1.00
                  September 30, 2005                   6.50 to 1.00
                  December 31, 2005                    6.00 to 1.00
                  March 31, 2006                       6.00 to 1.00
                  June 30, 2006                        6.00 to 1.00
                  September 30, 2006                   6.00 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, 2003                       3.85 to 1.00
                  June 30, 2003                        3.85 to 1.00
                  September 30, 2003                   3.85 to 1.00
                  December 31, 2003                    3.70 to 1.00
                  March 31, 2004                       3.60 to 1.00
                  June 30, 2004                        3.60 to 1.00
                  September 30, 2004                   3.50 to 1.00
                  December 31, 2004                    3.25 to 1.00


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<PAGE>

                  March 31, 2005                       3.25 to 1.00
                  June 30, 2005                        3.25 to 1.00
                  September 30, 2005                   3.25 to 1.00
                  December 31, 2005                    2.75 to 1.00
                  March 31, 2006                       2.75 to 1.00
                  June 30, 2006                        2.75 to 1.00
                  September 30, 2006                   2.75 to 1.00
                  December 31, 2006                    2.50 to 1.00
                  March 31, 2007                       2.50 to 1.00
                  June 30, 2007                        2.50 to 1.00
                  September 30, 2007                   2.50 to 1.00
                  December 31, 2007                    2.00 to 1.00
                  March 31, 2008                       2.00 to 1.00
                  June 30, 2008                        2.00 to 1.00
                  September 30, 2008                   2.00 to 1.00
                  December 31, 2008                    2.00 to 1.00
                  March 31, 2009                       2.00 to 1.00

                  SECTION 6.19 Senior Leverage Ratio. Holdings and the Borrower
will not permit the Senior 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, 2003                       5.25 to 1.00
                  June 30, 2003                        5.25 to 1.00
                  September 30, 2003                   5.25 to 1.00
                  December 31, 2003                    5.15 to 1.00
                  March 31, 2004                       5.00 to 1.00
                  June 30, 2004                        5.00 to 1.00
                  September 30, 2004                   5.00 to 1.00
                  December 31, 2004                    4.75 to 1.00
                  March 31, 2005                       4.75 to 1.00
                  June 30, 2005                        4.75 to 1.00
                  September 30, 2005                   4.75 to 1.00
                  December 31, 2005                    4.25 to 1.00
                  March 31, 2006                       4.25 to 1.00
                  June 30, 2006                        4.25 to 1.00
                  September 30, 2006                   4.25 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
                  December 31, 2008                    3.50 to 1.00
                  March 31, 2009                       3.50 to 1.00



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<PAGE>

                  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 Phase II Holdings, the issuance and sale of its
common stock, Non-Cash Pay Preferred Stock and Parent Non-Cash Pay Debt, the
purchase of Acquired Receivables pursuant to the terms of the Standby
Receivables Purchase Agreement and sales of Acquired Receivables (provided that
sales to Holdings, the Borrower or its Subsidiaries shall be made only pursuant
to the recourse provisions of the Standby Receivables Purchase Agreement), 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
Phase II Holdings, assets constituting Shared Services Assets and Operations,
Acquired Receivables, cash and Permitted Investments) or incur any liabilities
(other than Parent Non-Cash Pay Debt, ordinary course trade payables, employee
compensation liabilities and other liabilities incurred in the ordinary course
in connection with the provision of Shared Services, liabilities under the
Parent Standby Credit Facility and the related security agreement and other
security instruments and documents executed and delivered pursuant thereto,
liabilities under the Loan Documents, liabilities under the Phase II Senior
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 and Liens
created under the Parent Standby Credit Facility and the security agreement and
other security instruments and documents executed and delivered pursuant
thereto).


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<PAGE>


                  (b) In the event of an IPO of the Parent, the Parent will, not
later than five Business Days after receiving any Net Proceeds therefrom, (i)
contribute the full amount of such Net Proceeds to the common capital of
Holdings or utilize the full amount of such Net Proceeds to purchase Equity
Interests of Holdings or (ii) if the Phase II Closing Date has occurred,
contribute the Allocable Net Proceeds from such IPO to the common capital of
Holdings or utilize the full amount of such Allocable Net Proceeds to purchase
Equity Interests of Holdings. In the event and on each occasion that the Parent
issues or sells any Parent Non-Cash Pay Debt (other than Parent Non-Cash Pay
Debt the Net Proceeds of which are used substantially simultaneously with
receipt thereof to repay outstanding obligations of the Parent under the Parent
Standby Credit Facility or to purchase Subordinated Participations (as defined
in the Parent Agreement) pursuant to the Parent Agreement), it will, not later
than five Business Days after receipt of any Net Proceeds from such issuance or
sale, contribute the full amount of such Net Proceeds to the common capital of
Holdings (and/or Phase II Holdings, if the Phase II Closing Date has occurred)
or utilize the full amount of such Net Proceeds to purchase Equity Interests of
Holdings (and/or Phase II Holdings, if the Phase II Closing Date has occurred)
(in such proportions as the Parent may determine, so long as all such Net
Proceeds are so utilized). In the event and on each occasion that the Parent
receives any Acquisition Agreement Recovery, it will, not later than five
Business Days after receipt thereof, contribute the full amount of such
Acquisition Agreement Recovery to the common capital of Holdings or utilize the
full amount of such Acquisition Agreement Recovery to purchase Equity Interests
of Holdings. 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; provided, however, that such contribution need not be
made in the case of receipt of amounts representing Net Proceeds or Allocable
Net Proceeds of an IPO of the Parent to the extent, if any, that such Net
Proceeds are permitted to be, and in fact are, paid as a dividend by Holdings
pursuant to and in accordance with the provisions of Section 6.08(a)(viii).

                  (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 (including
accrued costs payable in cash by the Parent 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 provides Shared Services (including the
Phase II Borrower and its subsidiaries (including "unrestricted subsidiaries"
permitted by the Phase II Senior 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 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 and reimbursed as Shared Services Payments in accordance
herewith). The Parent will invoice the Borrower and the Subsidiaries for Shared


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<PAGE>

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.

                  (d) The Parent will not consummate the Phase II Acquisition
other than pursuant to the corporate ownership structure contemplated by this
Agreement and disclosed in the offering memorandum relating to the Senior
Subordinated Debt and the Senior Unsecured Debt, pursuant to which, immediately
after consummation of the Phase II Acquisition, the Phase II Borrower will be a
wholly owned subsidiary of Phase II Holdings, which will itself be a wholly
owned subsidiary of the Parent.

                  SECTION 6.22 Designation of Unrestricted Subsidiaries (a) .
(a) Holdings may not designate any Subsidiary as an Unrestricted Subsidiary and
Holdings may after the Effective 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 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


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<PAGE>

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.

                                  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 or the Parent shall fail to observe or perform
         any of its covenants or agreements set forth in Section 2 of the Parent
         Agreement;

                  (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);


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<PAGE>

                  (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 secured
         Indebtedness that becomes due as a result of the voluntary sale or
         transfer of the property or assets securing such Indebtedness 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;




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<PAGE>

                  (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;

                  (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; or

                  (p) at any time prior to the achievement of Flash-Cut
         Capability: (i) the Parent Standby Credit Facility shall cease to be in
         full force and effect by reason of the occurrence of an event described
         in clause (j) of Article VII of the Parent Standby Credit Facility (as
         in effect on the date hereof); (ii) any Guarantor under the Guarantee
         Agreement referred to in the Parent Standby Credit Facility shall fail
         to perform any of its obligations in respect of such Guarantee
         Agreement; (iii) the Standby Receivables Purchase Agreement shall cease
         to be in full force and effect for any reason other than expiration or
         termination (in either case) in accordance with its terms; or (iv) the
         Parent shall fail to purchase (for cash on the terms (including time of
         purchases, purchase price and recourse) provided for in the Standby
         Receivables Purchase Agreement upon satisfaction of the conditions set
         forth therein) during a B&C Interruption the Acquired Receivables which
         have not been purchased by Qwest Corp. on a timely basis in accordance
         with the terms of the Billing and Collection Agreement, other than
         Acquired Receivables that would have been purchased with the initial
         $25,000,000 of purchase price payments that Qwest Corp. has not made;
         provided that this clause (p) shall not apply to a failure of the
         Parent to purchase the Acquired Receivables which results from the
         failure of the lenders to fund borrowings under the Parent Standby
         Credit Facility upon the request of the Parent at any time when all
         conditions to such requested borrowing have been satisfied; 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


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<PAGE>

         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 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


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<PAGE>

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), 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.


                                       98
<PAGE>

                                  ARTICLE IX.
                                  -----------

                                 Miscellaneous
                                 -------------

                  SECTION 9.01 Notices (a) . (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 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, Loan and Agency
         Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
         York 10081, Attention of Janet Belden (Telecopy No. (212) 552-5658),
         with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, New York
         10017, Attention of James Stone (Telecopy No. (212) 270-0213);

                  (iii) if to the Issuing Bank, to JPMorgan Chase Bank, Loan and
         Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
         New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
         York, New York 10017, Attention of James Stone (Telecopy No. (212)
         270-0213);

                  (iv) if to the Swingline Lender, to JPMorgan Chase Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
         York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
         York, New York 10017, Attention of James Stone (Telecopy No. (212)
         270-0213); and

                  (v) 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.


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<PAGE>

                  (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 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


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<PAGE>

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 the
respective 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
the respective 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 nonconsenting 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


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<PAGE>

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) . (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 the terms of such Letter
of Credit), (iii) any actual or alleged presence or Release of Hazardous


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<PAGE>

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) . (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.


                                      103
<PAGE>


                  (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 for an assignment to a Lender, an Affiliate of a
         Lender, an Approved Fund (as defined below) or, 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 to an assignee that is a Lender immediately
         prior to giving effect to such assignment.

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

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender 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 a Lender or an Affiliate of
         a Lender 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.


                                      104
<PAGE>


                  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 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.


                                      105
<PAGE>


                  (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


                                      106
<PAGE>

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. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, 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.


                                      107
<PAGE>

                  SECTION 9.09 Governing Law; Jurisdiction; Consent to Service
of Process (a) . (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.


                                      108
<PAGE>

                  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 or (ii) 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.

                  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.


                                      109
<PAGE>


                  SECTION 9.14 Termination or Release (a) . (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. Any Lien on Acquired Receivables
under the Collateral Agreement shall be subject and subordinate to the interests
of the Parent and its transferees in such Acquired Receivables, including to any
Lien on such Acquired Receivables securing obligations of the Parent under the
Parent Standby Credit Facility.

                  (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 Conversion of Currencies (a) . (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees,
to the fullest extent that it may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

                  (b) The obligations of the Borrower in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the


                                      110
<PAGE>

"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss and if the Agreement Currency so purchased
exceeds the sum originally due to the Applicable Creditor, such Applicable
Creditor agrees to remit to the Borrower such excess. The obligations of the
Borrowers contained in this Section 9.15 shall survive the termination of this
Agreement and the payment of all other amounts owing hereunder.

                  SECTION 9.16 Parent Agreement. Each Lender authorizes the
Agent to enter into the Parent Agreement on behalf of such Lender and to effect
the sale by such Lender of Subordinated Participations pursuant to the Parent
Agreement in accordance with the terms and provisions thereof.


                                      111
<PAGE>


                  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: /s/ George Burnett
                                         ---------------------------------------
                                         Name: George Burnett



                                     DEX MEDIA EAST LLC,


                                     By: /s/ George Burnett
                                         ---------------------------------------
                                         Name: George Burnett



                                     DEX MEDIA, INC., solely for
                                     purposes of Sections 3.01, 3.02, 3.03,
                                     3.08, 3.12 and 6.21,


                                     By: /s/ George Burnett
                                         ---------------------------------------
                                         Name: George Burnett



                                     JPMORGAN CHASE BANK,
                                     individually and as Administrative Agent,


                                     By: /s/ Thomas H. Kuzlnk
                                         --------------------------------------
                                         Name: Thomas H. Kuzlnk
                                         Title: Vice President


                                      112
<PAGE>



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Bank of America, N.A.
                                          -------------------------------------


                                      By: /s/ Robert Klawinski
                                          --------------------------------------
                                          Name: Robert Klawinski
                                          Title: Managing Director



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT



                          Name of Lender: The Bank of Nova Scotia
                                          --------------------------------------


                                      By: /s/ Ian A. Hodgart
                                          --------------------------------------
                                          Name: Ian A. Hodgart
                                          Title: Authorized Signatory



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT



                          Name of Lender: Bear Stearns Corporate Lending Inc.
                                          --------------------------------------


                                      By: /s/ Keith C. Barnish
                                          --------------------------------------
                                          Name: Keith C. Barnish
                                          Title: Executive Vice President


                                      113
<PAGE>

SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: CIT Lending Services Corporate
                                          --------------------------------------


                                      By: /s/ Douglas Maher
                                          --------------------------------------
                                          Name: Douglas Maher
                                          Title: Vice President



                                      CITICORP INVESTMENTS LIMITED, as
                                      trustee for CITICORP INSURANCE AND
                                      INVESTMENT TRUST

                                      BY TRAVELERS ASSET MANAGEMENT
                                      INTERNATIONAL COMPANY, LLC


                                      By: /s/ Allen Cantrell
                                          --------------------------------------
                                          Name: Allen Cantrell
                                          Title: Investment Officer



                                      CITIGROUP INVESTMENTS CORPORATE LOAN FUND

                                      BY TRAVELERS ASSET MANAGEMENT
                                      INTERNATIONAL COMPANY, LLC


                                      By: /s/ Allen Cantrell
                                          --------------------------------------
                                          Name: Allen Cantrell
                                          Title: Investment Officer



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                                      COMMERZBANK AG, NEW YOUK AND GRAND
                                      CAYMAN BRANCHES


                                      By: /s/ Christian Jagenberg
                                          --------------------------------------
                                          Name: Christian Jagenberg
                                          Title: Senior Vice President and
                                                  Manager


                                      By: /s/ Steven F. Larsen
                                          --------------------------------------
                                          Name: Steven F. Larsen
                                          Title: Senior Vice President


                                      114
<PAGE>

SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender:  CREDIT LYONNAIS NEW YORK BRANCH
                                           -------------------------------------


                                      By: /s/ Alexander Averbukh
                                          --------------------------------------
                                          Name: Alexander Averbukh
                                          Title: Vice President



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Deutsche Bank Trust Company Americas
                                          --------------------------------------


                                      By: /s/ David Mayhew
                                          --------------------------------------
                                          Name: David Mayhew
                                          Title: Director


                                      By: /s/ Margaret Cheever
                                          --------------------------------------
                                          Name: Margaret Cheever
                                          Title: Managing Director



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: FLEET NATIONAL BANK
                                          --------------------------------------


                                      By: /s/ Srbui Seferian
                                          --------------------------------------
                                          Name: Srbui Seferian
                                          Title: Vice President

                                      115
<PAGE>


SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: General Electric Capital Corporation
                                          --------------------------------------


                                      By: /s/ Laurent Paris
                                          --------------------------------------
                                          Name: Laurent Paris
                                          Title: Vice President
                                                 Duly Authorized Signatory



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: The Governor and Company of the Bank
                                          of Ireland
                                          --------------------------------------


                                      By: /s/ David Walsh
                                          --------------------------------------
                                          Name: David Walsh
                                          Title: Authorised Signatory


                                      By: /s/ John S. Holt
                                          --------------------------------------
                                          Name: John S. Holt
                                          Title: Authorised Signatory



SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: GSC Partners, Gemini Ford Limited
                                          --------------------------------------


                                      By: /s/ Keith W. Abell
                                          --------------------------------------
                                          Name: Keith W. Abell
                                          Title: Co-President


                                      116
<PAGE>


 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: ING Capital LLC
                                          --------------------------------------


                                      By: /s/ William C. James
                                          --------------------------------------
                                          Name: William C. James
                                          Title: Director



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: KZH Crescent LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: KZH Crescent-2 LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: KZH Crescent-3 LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent


                                      117
<PAGE>

 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: KZH Highland-2 LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT

                          Name of Lender: KZH Pondutew LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT

                          Name of Lender: KZH Soleil-2 LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT

                          Name of Lender: KZH Waterside LLC
                                          --------------------------------------


                                      By: /s/ Susan Lee
                                          --------------------------------------
                                          Name: Susan Lee
                                          Title: Authorized Agent



                                      118
<PAGE>

 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: LEHMAN COMMERCIAL PAPER INC.
                                          --------------------------------------


                                      By: /s/ G. Robert Berzins
                                          --------------------------------------
                                          Name: G. Robert Berzins
                                          Title: Authorized Signatory



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Merrill Lynch Capital, a division
                                          of Merrill Lynch Business
                                          Financial Services, Inc.
                                          --------------------------------------


                                      By: /s/ Sheila C. Weimer
                                          --------------------------------------
                                          Name: Sheila C. Weimer
                                          Title: Vice President



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Pinehurst Trading, Inc.
                                          --------------------------------------


                                      By: /s/ Diana L. Mushill
                                          --------------------------------------
                                          Name: Diana L. Mushill
                                          Title: Assistant Vice President



                                      119
<PAGE>

 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: COOPERATIEVE CENTRALE RAIFFEISEN-
                                          BOERENLEENBANK B.A., "RABOBANK
                                          INTERNATIONAL", NEW YORK BRANCH
                                          --------------------------------------


                                      By: /s/ Michael R. Phelan
                                          --------------------------------------
                                          Name: Michael R. Phelan
                                          Title: Executive Director


                                      By: /s/ Ian Reece
                                          --------------------------------------
                                          Name: Ian Reece
                                          Title: Managing Director



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                         Name of Lender: Royal Bank of Scotland PLC
                                         ---------------------------------------


                                      By: /s/ John Speirs
                                          --------------------------------------
                                          Name: John Speirs
                                          Title: Director, LFG - NY.



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Transamerica Life Insurance Company
                                          --------------------------------------


                                      By: /s/ John Bailey
                                          --------------------------------------
                                          Name: John Bailey
                                          Title: Vice President


                                      120
<page>

                                      THE TRAVELERS INSURANCE COMPANY


                                      By: /s/ Allen  Cantrell
                                          --------------------------------------
                                          Name: Allen Cantrell
                                          Title: Investment Officer



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: UNITED OVERSEAS BANK LTD.,
                                          NEW YORK AGENCY
                                          --------------------------------------


                                      By: /s/ Kwong Yaw Wong
                                          --------------------------------------
                                          Name: Kwong Yaw Wong
                                          Title: Agent and General Manager


                                      By: /s/ Philip Cheong
                                          --------------------------------------
                                          Name: Philip Cheong
                                          Title: Vice President and
                                                 Deputy General Manager



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: US BANK
                                          --------------------------------------


                                      By: /s/ Jeffrey Miller
                                          --------------------------------------
                                          Name: Jeffrey Miller
                                          Title: Vice President



 SIGNATURE PAGE TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 8, 2002 AMONG DEX
 MEDIA, INC., DEX MEDIA EAST, INC. DEX MEDIA LLC, THE LENDERS THEREIN AND
 JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT


                          Name of Lender: Wachovia Bank, National Association
                                          --------------------------------------


                                      By: /s/ Jeffrey M. Graci
                                          --------------------------------------
                                          Name: Jeffrey M. Graci
                                          Title: Director



                                      121
<PAGE>


                                  SCHEDULE 1.05

                  Provisions Applicable to Tranche B Euro Loans
                  ---------------------------------------------

                  Reference is made to the Credit Agreement (the "Credit
Agreement") dated as of November 8, 2002, among Dex Media, Inc., Dex Media East,
Inc., Dex Media East LLC, the Lenders party thereto, JPMorgan Chase Bank, as
Administrative Agent, and J.P. Morgan Europe, Limited, as London Agent.
Capitalized terms used but not defined herein have the meanings assigned thereto
in the Credit Agreement.

                  Each provision of the Credit Agreement referred to in this
Schedule 1.05 shall be deemed to be supplemented or modified as set forth below
to the extent it relates to the Tranche B Euro Loans:

                  "Borrowing". A Borrowing comprised of Tranche B Euro Loans
shall constitute a "Tranche B Euro Borrowing".

                  "Business Day". When used in connection with a Loan
denominated in Euro, "Business Day" shall also exclude any day on which the
TARGET payment system is not open for the settlement of payments in Euro.

                  "LIBO Rate". With respect to any Eurocurrency Borrowing
denominated in Euro for any Interest Period, "LIBO Rate" means the rate per
annum determined by the London Agent at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, by
reference to the Banking Federation of the European Union Settlement Rates for
deposits in Euro (as reflected on the applicable Telerate screen), for a period
equal 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 Euro deposits of
(euro)5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the London 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.

                  "Interest Period". With respect to the initial Tranche Euro
Borrowing made on the Effective Date, the "Interest Period" shall also include
the period commencing on the date of such Borrowing and ending seven days
thereafter.

                  "Statutory Reserve Rate". With respect to any Tranche B Euro
Borrowing, "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, liquid asset or similar
requirements (including any marginal, special, emergency or supplemental
reserves or other requirements) established by any central bank, monetary
authority or other Governmental Authority for any category of deposits or
liabilities customarily used to fund loans in Euro or by reference to which
interest rates applicable to Loans in Euro are determined, expressed in the case
of each such requirement as a decimal. Tranche B Euro Borrowings shall be deemed
to be subject to such reserve, liquid asset or similar requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under any applicable law, rule or regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve, liquid asset or similar
requirement.



<PAGE>


                  SECTION 2.02(b). Each Tranche B Euro Borrowing shall be
comprised entirely of Eurocurrency Loans.

                  SECTION 2.02(c). At the commencement of each Interest Period
for any Tranche B Euro Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of (euro)1,000,000. There shall not at any time be
more than a total of 5 Tranche B Euro Borrowings outstanding.

                  SECTION 2.06(a). Each Lender having a Tranche B Commitment
denominated in Euro shall make each Tranche B Euro Loan to be made by it on the
proposed date thereof by wire transfer of immediately available funds by 10:00
a.m., London time, to the account of the London Agent most recently designated
by it for such purpose by notice to such Lenders. The London 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
London Agent in London and designated by the Borrower in the applicable
Borrowing Request.

                  SECTION 2.06(b). Unless the London Agent shall have received
notice from a Lender prior to the proposed date of any Tranche B Euro Borrowing
that such Lender will not make available to the London Agent such Lender's share
of such Borrowing, the London Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) Section 2.06 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 London Agent, then the applicable
Lender and the Borrower severally agree to pay to the London 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 London Agent, at (i) in the case of such
Lender, the rate determined by the London Agent to be the cost to it of funding
such amount or (ii) in the case of the Borrower, the interest rate applicable to
such Loans. If such Lender pays such amount to the London Agent, then such
amount shall constitute such Lender's Loan included in such Borrowing.

                  SECTION 2.07(b) and (d). Each reference to the Administrative
Agent in paragraphs (b) and (d) of Section 2.07 shall with respect to Tranche B
Euro Loans be deemed to be a reference to the London Agent.

                  SECTION 2.07(e). If the Borrower fails to deliver a timely
Interest Election Request with respect to a Tranche B Euro 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 continued as a Eurocurrency Borrowing with an Interest Period of one
month.

                  SECTION 2.09(a). Each reference to the Administrative Agent in
paragraph (a) of Section 2.09 shall with respect to Tranche B Euro Loans be
deemed to be a reference to the London Agent.


<PAGE>

                  SECTION 2.09(c). The London Agent shall promptly provide the
Administrative Agent with all information needed to maintain the accounts
referred to in paragraph (c) of Section 2.09 in respect of the Loans
administered by the London Agent.

                  SECTION 2.12(e). All fees payable in respect of Tranche B Euro
Loans, or any Commitment to provide such Loans, shall be paid to the London
Agent for distribution to the Lenders entitled thereto.

                  SECTION 2.13(e). The applicable Adjusted LIBO Rate for any
Tranche B Euro Borrowing shall be determined by the London Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.14. If prior to the commencement of any Interest
Period for a Tranche B Euro Borrowing:

                  (a) the London 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 London Agent is advised by a majority in interest of
         the lenders holding Tranche B Euro Loans 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 London Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
London 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 continuation of any Tranche B Euro Borrowing as a Eurodollar
Borrowing shall be ineffective, (ii) such Borrowing shall be converted on the
last day of the Interest Period applicable thereto to a Borrowing that bears
interest at a rate that the London Agent determines adequately reflects the
costs to such Lenders of maintaining such Loans and (iii) such Borrowing shall
continue at such rate (or such other rate as the London Agent may from time to
time determine adequately reflects the costs to such Lenders of maintaining such
Loans) until such time as the London Agent shall notify the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist. Each
determination by the London Agent hereunder shall be conclusive absent manifest
error.

                  SECTION 2.16. The reference to "dollar deposits" at the end of
the antepenultimate sentence of Section 2.16 shall with respect to Tranche B
Euro Loans be deemed to be a reference to "Euro deposits".

                  SECTION 2.18(a). All payments required to be made in respect
of Tranche B Euro Loans, or any Commitment to provide such Loans, shall be paid
in Euro to the account of the London Agent most recently designated by it for
such purpose by notice to the Borrower. Each payment required to be made by a
certain time of day in New York when made in respect of a Borrowing denominated
in dollars shall be required to be made by the same time of day in London when
made in respect of a Borrowing denominated in Euro.



<PAGE>


                  SECTION 2.18(d) and (e). Each reference to the Administrative
Agent in paragraphs (d) and (e) of Section 2.18 shall with respect to Tranche B
Euro Loans and the Lenders holding such Loans be deemed to be a reference to the
London Agent.

                  ARTICLE VIII. Any successor to the London Agent shall be a
bank with an office in London or an Affiliate of any such bank.

                  SECTION 9.01. The notice information for the London Agent is
as follows:

         If to the London Agent, to it at J.P. Morgan Europe Limited, 125 London
         Wall, London, England EC2Y 5AJ, Attention of Loans Agency Division,
         Nichola Hall (Telecopy No. 011-44-207-777-2542), with a copy to the
         Administrative Agent as provided in paragraph (c) of Section 9.01(a).