##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number: 333-102395
 DEX MEDIA EAST LLC
 (Exact name of registrant as specified in its charter)
 Delaware
    
    42-1554575(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 (919) 297-1600
 
 (Registrants telephone number, including area code)
  
 
 þ o
  o o þ
 o þ
  THE REGISTRANT IS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1)(a) AND (b) OF FORM 10-Q AND IS
THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




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##### 



DEX MEDIA EAST LLC
 INDEX TO FORM 10-Q
   
 PAGEPART I: FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 (Successor Company)
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months
Ended September 30, 2007 and September 30, 2006 (Successor Company)
    
    
    4Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months
Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One
Month Ended January 31, 2006 (Predecessor Company)
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007, the
Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006
(Predecessor Company)
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II: OTHER INFORMATION
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    21Item 3. Defaults Upon Senior Securities***
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1
  
 *
    
    Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the
information called for by Item 2 of Part I, Managements Discussion
and Analysis of Financial Condition and Results of Operations has
been omitted and (ii) the registrant is providing a Managements
Narrative Analysis of Results of Operations.**
    
    Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.***
    
    Omitted pursuant to General Instruction H(2)(b) of Form 10-Q. 2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 Dex Media East LLC
 
 Condensed Consolidated Balance Sheets (Unaudited)
 Successor Company(in thousands)
    
    September 30, 2007
    
    December 31, 2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    3,356
    
    
    $
    Accounts receivableBilled
    
    
    49,953
    
    
    
    59,921Unbilled
    
    
    223,492
    
    
    
    189,801Allowance for doubtful accounts and sales claims
    
    
    (6,324
    )
    
    
    (6,673
    )Net accounts receivable
    
    
    267,121
    
    
    
    243,049Deferred directory costs
    
    
    53,212
    
    
    
    56,393Short-term deferred income taxes, net
    
    
    14,811
    
    
    
    7,117Affiliate receivable, net
    
    
    58,234
    
    
    
    13,587Prepaid expenses and other current assets
    
    
    11,214
    
    
    
    27,905Total current assets
    
    
    407,948
    
    
    
    348,051Fixed assets and computer software, net
    
    
    37,464
    
    
    
    29,351Other non-current assets
    
    
    8,512
    
    
    
    8,563Intangible assets, net
    
    
    3,588,513
    
    
    
    3,681,004Goodwill
    
    
    1,130,615
    
    
    
    1,130,468Total Assets
    
    $
    5,173,052
    
    
    $
    5,197,437Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    37,355
    
    
    $
    46,515Accrued interest
    
    
    36,390
    
    
    
    15,835Deferred directory revenue
    
    
    316,031
    
    
    
    293,179Current portion of long-term debt
    
    
    236,650
    
    
    
    135,878Total current liabilities
    
    
    626,426
    
    
    
    491,407Long-term debt
    
    
    1,148,321
    
    
    
    1,387,684Amounts due to affiliate primarily related to post-retirement and other
post-employment obligations
    
    
    59,560
    
    
    
    59,518Deferred income taxes, net
    
    
    881,215
    
    
    
    850,507Other non-current liabilities
    
    
    1,482
    
    
    
    3,106Total liabilities
    
    
    2,717,004
    
    
    
    2,792,222Commitments and contingenciesOwners EquityOwners interest
    
    
    2,465,339
    
    
    
    2,462,730Accumulated deficit
    
    
    (8,550
    )
    
    
    (56,624
    )Accumulated other comprehensive loss
    
    
    (741
    )
    
    
    (891
    )Total owners equity
    
    
    2,456,048
    
    
    
    2,405,215Total Liabilities and Owners Equity
    
    $
    5,173,052
    
    
    $
    5,197,437
  3




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Dex Media East LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Successor CompanyThree Months
    
    Three MonthsEnded
    
    EndedSeptember 30,
    
    September 30,(in thousands)
    
    2007
    
    2006Net revenue
    
    $
    171,273
    
    
    $
    134,047ExpensesCost of revenue (exclusive of depreciation and amortization shown separately below)
    
    
    75,470
    
    
    
    77,880General and administrative expenses
    
    
    6,665
    
    
    
    7,482Depreciation and amortization
    
    
    35,291
    
    
    
    27,063Total expenses
    
    
    117,426
    
    
    
    112,425Operating income
    
    
    53,847
    
    
    
    21,622Interest expense, net
    
    
    27,633
    
    
    
    29,706Income (loss) before income taxes
    
    
    26,214
    
    
    
    (8,084
    )Provision (benefit) for income taxes
    
    
    11,289
    
    
    
    (3,144
    )Net income (loss)
    
    $
    14,925
    
    
    $
    (4,940
    )Comprehensive Income (Loss)Net income (loss)
    
    $
    14,925
    
    
    $
    (4,940
    )Unrealized loss on interest rate swaps, net of tax
    
    
    (173
    )
    
    
    (1,732
    )Comprehensive income (loss)
    
    $
    14,752
    
    
    $
    (6,672
    )
  4




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Dex Media East LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 PredecessorSuccessor Company
    
    
    CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Net revenue
    
    $
    513,496
    
    
    $
    262,752
    
    
    
    $
    61,091ExpensesCost of revenue (exclusive of depreciation and amortization shown separately below)
    
    
    227,597
    
    
    
    183,777
    
    
    
    
    26,646General and administrative expenses
    
    
    17,568
    
    
    
    23,443
    
    
    
    
    4,097Depreciation and amortization
    
    
    102,866
    
    
    
    73,199
    
    
    
    
    12,148Total expenses
    
    
    348,031
    
    
    
    280,419
    
    
    
    
    42,891Operating income (loss)
    
    
    165,465
    
    
    
    (17,667
    )
    
    
    
    18,200Interest expense, net
    
    
    84,902
    
    
    
    77,768
    
    
    
    
    12,105Income (loss) before income taxes
    
    
    80,563
    
    
    
    (95,435
    )
    
    
    
    6,095Provision (benefit) for income taxes
    
    
    32,489
    
    
    
    (37,125
    )
    
    
    
    2,418Net income (loss)
    
    $
    48,074
    
    
    $
    (58,310
    )
    
    
    $
    3,677Comprehensive Income (Loss)Net income (loss)
    
    $
    48,074
    
    
    $
    (58,310
    )
    
    
    $
    3,677Unrealized gain (loss) on interest rate swaps, net of tax
    
    
    150
    
    
    
    (1,172
    )
    
    
    
    90Comprehensive income (loss)
    
    $
    48,224
    
    
    $
    (59,482
    )
    
    
    $
    3,767
  5




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Dex Media East LLC
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 PredecessorSuccessor Company
    
    
    CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    48,074
    
    
    $
    (58,310
    )
    
    
    $
    3,677Reconciliation of net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    102,866
    
    
    
    73,199
    
    
    
    
    12,148Deferred income tax provision (benefit)
    
    
    21,073
    
    
    
    (37,125
    )
    
    
    
    1,306Provision for bad debts
    
    
    14,382
    
    
    
    11,705
    
    
    
    
    3,682Stock-based compensation expense
    
    
    7,362
    
    
    
    5,656
    
    
    
    
    1,238Interest rate swap ineffectiveness
    
    
    1,211
    
    
    
    (671
    )
    
    
    
    Amortization of deferred financing costs
    
    
    245
    
    
    
    203
    
    
    
    
    983Amortization of debt fair value adjustment
    
    
    (11,257
    )
    
    
    (11,290
    )
    
    
    
    Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (38,674
    )
    
    
    (42,467
    )
    
    
    
    1,764Decrease in other assets
    
    
    17,573
    
    
    
    1,259
    
    
    
    
    2,101(Increase) decrease in affiliates receivable
    
    
    (51,912
    )
    
    
    (6,898
    )
    
    
    
    806Increase (decrease) in accounts payable and accrued liabilities
    
    
    14,506
    
    
    
    (1,116
    )
    
    
    
    (10,500
    )Increase (decrease) in deferred directory revenue
    
    
    22,853
    
    
    
    240,979
    
    
    
    
    (3,270
    )Increase in other non-current liabilities
    
    
    947
    
    
    
    252
    
    
    
    
    36Increase in amounts due to affiliates related to post-retirement and
other post-employment benefits
    
    
    
    
    
    
    1,969
    
    
    
    
    350Net cash provided by operating activities
    
    
    149,249
    
    
    
    177,345
    
    
    
    
    14,321Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (18,545
    )
    
    
    (5,300
    )
    
    
    
    (605
    )Net cash used in investing activities
    
    
    (18,545
    )
    
    
    (5,300
    )
    
    
    
    (605
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    202,100
    
    
    
    202,400
    
    
    
    
    Revolver repayments
    
    
    (196,600
    )
    
    
    (210,000
    )
    
    
    
    (5,000
    )Debt and credit facility repayments
    
    
    (132,834
    )
    
    
    (80,709
    )
    
    
    
    Payment of debt refinancing costs
    
    
    
    
    
    
    (341
    )
    
    
    
    (Decrease) increase in checks not yet presented for payment
    
    
    (2,623
    )
    
    
    132
    
    
    
    
    (827
    )Excess tax benefits from exercise of stock options
    
    
    2,609
    
    
    
    
    
    
    
    
    1,112Distributions to Owner
    
    
    
    
    
    
    (84,208
    )
    
    
    
    (7,376
    )Net cash used in financing activities
    
    
    (127,348
    )
    
    
    (172,726
    )
    
    
    
    (12,091
    )Increase (decrease) in cash and cash equivalents
    
    
    3,356
    
    
    
    (681
    )
    
    
    
    1,625Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    1,625
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    3,356
    
    
    $
    944
    
    
    
    $
    1,625Supplemental Information:Cash paid:Interest
    
    $
    73,433
    
    
    $
    76,927
    
    
    
    $
    6,380
  6




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Dex Media East LLC
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands)
 1. Business and Basis Presentation
      Significant Business Developments
   7




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History
  2. Summary of Significant Accounting Policies
 Intangible Assets and Goodwill
 Business Combinations Goodwill and
Other Intangible Assets
 Interest Expense and Deferred Financing Costs
  8




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Advertising Expenses
  Concentration of Credit Risk
   Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 Stock-Based Awards
 Successor Company
 Share-Based
Payment
 9




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Predecessor Company
  Estimates
  New Accounting Pronouncements
  3. RHD Merger
 Determination of
the Measurement Date for the Market Price of Securities Issued in a Purchase Business Combination.
  10




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##### Table of Contents



4. Credit Facility
  5. Restructuring Charges
  Three months ended September 30, 2007Balance at June 30, 2007
    
    $
    2,029Payments
    
    
    (495
    )Balance at September 30, 2007
    
    $
    1,534
 Nine months ended September 30, 2007Balance at December 31, 2006
    
    $
    3,338Additions to reserve charged to goodwill
    
    
    34Payments
    
    
    (1,838
    )Balance at September 30, 2007
    
    $
    1,534
   11




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##### Table of Contents



6. Benefit Plans
 Employers Disclosures About
Pension and Other Postretirement Benefits (Revised 2003)
 Successor CompanyThree Months
    
    Three MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2006Pension
    
    Post-Retirement
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    BenefitsService cost
    
    $
    615
    
    
    $
    97
    
    
    $
    811
    
    
    $
    214Interest cost
    
    
    841
    
    
    
    371
    
    
    
    1,105
    
    
    
    386Expected return on plan assets
    
    
    (895
    )
    
    
    
    
    
    
    (1,165
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    561
    
    
    $
    467
    
    
    $
    751
    
    
    $
    600
 Successor Company
    
    
    Predecessor CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,2007
    
    2006
    
    
    2006Pension
    
    Post-Retirement
    
    Pension
    
    Post-Retirement
    
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    Benefits
    
    
    Benefit
    
    BenefitsService cost
    
    $
    1,846
    
    
    $
    291
    
    
    $
    2,292
    
    
    $
    574
    
    
    
    $
    310
    
    
    $
    73Interest cost
    
    
    2,522
    
    
    
    1,113
    
    
    
    2,940
    
    
    
    1,027
    
    
    
    
    385
    
    
    
    135Expected return on plan assets
    
    
    (2,684
    )
    
    
    
    
    
    
    (3,947
    )
    
    
    
    
    
    
    
    (462
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    (8
    )
    
    
    (17
    )Net periodic benefit expense
    
    $
    1,684
    
    
    $
    1,401
    
    
    $
    1,285
    
    
    $
    1,597
    
    
    
    $
    225
    
    
    $
    191
  7. Business Segments
  8. Legal Proceedings
  12




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9. Related Party Transactions
    10. Subsequent Events
   13




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14




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Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  ®
  15




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Significant Business Developments
     Segment Reporting
  New Accounting Pronouncements
  Factors Affecting Comparability
  16




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RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of our results for the nine months ended September 30, 2007,
the eight months ended September 30, 2006 and the one month ended January 31, 2006, we have
provided the following combined results of Dex Media East for the nine months ended September 30,
2006 because we believe that such financial information is important to gain an understanding of
the impact of the RHD Merger on Dex Media Easts underlying historical performance and future
financial results. The financial information for the combined nine months ended September 30, 2006
includes the financial information of the Predecessor Company for the one month ended January 31,
2006 and of the Successor Company for the eight months ended September 30, 2006. Although we have
provided these combined results in order to provide a more meaningful discussion of the periods
presented, the results of periods presented are not strictly comparable due to the change in basis
of assets and accounting policies that resulted from the RHD Merger.
 Nine months ended September 30, 2007 and the combined nine months ended September 30, 2006
 Net Revenue
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeGross directory advertising revenue
    
    $
    518,994
    
    
    $
    266,212
    
    
    
    $
    59,434
    
    
    $
    325,646
    
    
    $
    193,348Sales claims and allowances
    
    
    (15,094
    )
    
    
    (10,755
    )
    
    
    
    (4
    )
    
    
    (10,759
    )
    
    
    (4,335
    )Net directory advertising revenue
    
    
    503,900
    
    
    
    255,457
    
    
    
    
    59,430
    
    
    
    314,887
    
    
    
    189,013Other revenue
    
    
    9,596
    
    
    
    7,295
    
    
    
    
    1,661
    
    
    
    8,956
    
    
    
    640Total Net Revenue
    
    $
    513,496
    
    
    $
    262,752
    
    
    
    $
    61,091
    
    
    $
    323,843
    
    
    $
    189,653
    17




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Expenses
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeCost of revenue
    
    $
    227,597
    
    
    $
    183,777
    
    
    
    $
    26,646
    
    
    $
    210,423
    
    
    $
    17,174G&A expenses
    
    
    17,568
    
    
    
    23,443
    
    
    
    
    4,097
    
    
    
    27,540
    
    
    
    (9,972
    )D&A expenses
    
    
    102,866
    
    
    
    73,199
    
    
    
    
    12,148
    
    
    
    85,347
    
    
    
    17,519Total
    
    $
    348,031
    
    
    $
    280,419
    
    
    
    $
    42,891
    
    
    $
    323,310
    
    
    $
    24,721
  Cost of Revenue
  18




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General and Administrative Expenses
  Depreciation and Amortization Expenses
  Operating Income
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeTotal
    
    $
    165,465
    
    
    $
    (17,667
    )
    
    
    $
    18,200
    
    
    $
    533
    
    
    $
    164,932
  Interest Expense, Net
  19




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Income Taxes
  
 Quantitative and Qualitative Disclosures About Market Risk
  
 Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 20




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PART II. OTHER INFORMATION
 
 Legal Proceedings
  
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submission of Matters to a Vote of Security Holders
  
 Other Information
  21




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##### Table of Contents



ExhibitNumber
    
    Document10.1
    
    Credit Agreement, dated as of October 24, 2007, by and among Dex
Media East LLC, as borrower, Dex Media East, Inc., Dex Media,
Inc., JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and the several banks and other financial
institutions or entities from time to time party thereto
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 26, 2007, Commission File
No. 333-102395).10.2
    
    Guarantee and Collateral Agreement, dated as of October 24, 2007,
by and among Dex Media East LLC, Dex Media East Inc., the
subsidiary guarantor a party thereto and JPMorgan Chase Bank, NA,
as Collateral Agent (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007, Commission
File No. 333-102395).10.3
    
    Pledge Agreement, dated as of October 24, 2007, by and between Dex
Media, Inc. and JPMorgan Chase Bank, NA, as Collateral Agent
(incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 26, 2007, Commission File
No. 333-102395).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 30, 2007 by David C. Swanson, Chairman and Chief
Executive Officer of Dex Media East LLC under Section 302 of the
Sarbanes Oxley Act.31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 30, 2007 by Steven M. Blondy, Executive Vice
President and Chief Financial Officer of Dex Media East LLC under
Section 302 of the Sarbanes Oxley Act.32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 30, 2007 under Section 906 of the Sarbanes Oxley
Act by David C. Swanson, Chairman and Chief Executive Officer, and
Steven M. Blondy, Executive Vice President and Chief Financial
Officer of Dex Media East LLC.
 
 *
    
    Filed herewith. 22




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##### Table of Contents



SIGNATURES
  DEX MEDIA EAST LLCDate: November 6, 2007
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief FinancialOfficer (Principal Financial Officer)Date: November 6, 2007
    
    By:
    
    /s/ Karen E. PalczukKaren E. PalczukInterim Controller and Assistant Vice President  Process andPerformance Management(Interim Principal Accounting Officer)
 23




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##### Table of Contents



Exhibit Index
 10.1
    
    Credit Agreement, dated as of October 24, 2007, by and among
Dex Media East LLC, as borrower, Dex Media East, Inc., Dex
Media, Inc., JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent, and the several banks and other
financial institutions or entities from time to time party
thereto (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).10.2
    
    Guarantee and Collateral Agreement, dated as of October 24,
2007, by and among Dex Media East LLC, Dex Media East Inc.,
the subsidiary guarantor a party thereto and JPMorgan Chase
Bank, NA, as Collateral Agent (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October
26, 2007, Commission File No. 333-102395).10.3
    
    Pledge Agreement, dated as of October 24, 2007, by and
between Dex Media, Inc. and JPMorgan Chase Bank, NA, as
Collateral Agent (incorporated by reference to Exhibit 10.3
to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended September 30, 2007 by David C. Swanson,
Chairman and Chief Executive Officer of Dex Media East LLC
under Section 302 of the Sarbanes Oxley Act.31.2*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended September 30, 2007 by Steven M. Blondy,
Executive Vice President and Chief Financial Officer of Dex
Media East LLC under Section 302 of the Sarbanes Oxley Act.32.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended September 30, 2007 under Section 906 of the
Sarbanes Oxley Act by David C. Swanson, Chairman and Chief
Executive Officer, and Steven M. Blondy, Executive Vice
President and Chief Financial Officer of Dex Media East LLC.
 
 *
    
    Filed herewith. 24