**EXHIBIT 10.5**               FIFTH AMENDMENT dated as of June 16, 2005 (this “Amendment”),to the CREDIT AGREEMENT dated as of November 8, 2002, as amended andrestated as of July 27, 2004 (as amended, supplemented or otherwisemodified from time to time, the “Credit Agreement”), among DEXMEDIA, INC., DEX MEDIA EAST, INC., DEX MEDIA EAST LLC (the“Borrower”), the lenders from time to time party thereto (the“Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorganChase Bank), as administrative agent and collateral agent (in suchcapacities, the “Agent”), and J.P. MORGAN SECURITIES INC. and BANCOF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.          A. Capitalized terms used herein and not otherwise defined herein shall have the meaningsassigned to such terms in the Credit Agreement.          B. The Borrower, the Parent and Holdings have requested that the Credit Agreement be amended(the “Financing Amendments”) so as to (i) permit the Borrower to engage in securitizationtransactions not exceeding $168,000,000 in the aggregate at any time and (ii) modify the Borrower’sand Holding’s ability to make Restricted Payments.          C. The Borrower, the Parent and Holdings have further requested that the Credit Agreement beamended (the “Repricing Amendments”) so as to provide for (i) a new tranche of term loansthereunder (the “New Tranche A Term Loans”), the proceeds of which, together, if necessary,with other available funds of the Borrower, will be used to refinance all currently outstandingTranche A Term Loans and which, except as revised hereby, will have the same terms as the currentlyoutstanding Tranche A Term Loans under the Credit Agreement, (ii) the establishment of newcommitments to make Revolving Loans and to acquire participations in Letters of Credit andSwingline Loans under the Credit Agreement (the “New Revolving Commitments”), which willreplace all existing Revolving Commitments and which, except as revised hereby, will have the sameterms as the existing Revolving Commitments, (iii) new revolving loans thereunder (the “NewRevolving Loans” and, together with the New Tranche A Term Loans, the “New Loans”), theproceeds of which, together, if necessary, with other available funds of the Borrower, will be usedto refinance all currently outstanding Revolving Loans and which, except as revised hereby, willhave the same terms as the currently outstanding Revolving Loans under the Credit Agreement and(iv) modifications to the Applicable Rate for New Tranche A Term Loans and Revolving Loans payableunder the Credit Agreement.          D. Each existing Tranche A Lender (an “Existing Tranche A Term Lender”) that executesand delivers a signature page to this Amendment (a “Lender Addendum”) and agrees to convertits outstanding Tranche A Term Loans to New Tranche A Term Loans (a “Converting Tranche A TermLender”) will be deemed (i) to have agreed to the terms of this Amendment, (ii) to have agreedto convert its Tranche A Term Loans (“Existing Tranche A Term Loans”) outstanding on theAmendment Effective Date (as defined herein) into New Tranche A Term Loans in an aggregateprincipal amount up to, but not in excess of, the aggregate principal amount of such ExistingTranche A Term Loans, and (iii) upon the Amendment Effective Date, to have converted such amount ofits Existing Tranche A Term Loans as is determined by J.P. Morgan Securities Inc. and Banc ofAmerica Securities LLC (the “Arrangers”) and the Borrower and notified to such ExistingTranche A Term Lender into New Tranche A Term Loans in an equal principal amount.
 

 
          E. Each existing Revolving Lender (an “Existing Revolving Lender”) that executes anddelivers a Lender Addendum and agrees to convert (x) its outstanding Revolving Commitments to NewRevolving Commitments and (y) its outstanding Revolving Loans to New Revolving Loans (a“Converting Revolving Lender”) will be deemed (i) to have agreed to the terms of thisAmendment, (ii) to have agreed to convert its Revolving Commitments (“Existing RevolvingCommitments”) outstanding on the Amendment Effective Date into New Revolving Commitments in anaggregate amount up to, but not in excess of, the aggregate amount of such Existing RevolvingCommitments, (iii) to have agreed to convert its Revolving Loans (“Existing RevolvingLoans”) outstanding on the Amendment Effective Date into New Revolving Loans in an aggregateamount up to, but not in excess of, the aggregate amount of such Existing Revolving Loans and (iv)upon the Amendment Effective Date, to have converted such amount of its Existing RevolvingCommitments and such amount (the “Converted Revolving Loans Amount”) of its ExistingRevolving Loans as is determined by the Arrangers and the Borrower and notified to such ExistingRevolving Lender into New Revolving Commitments and New Revolving Loans, respectively, in an equalamount.          F. Each Person (other than a Converting Tranche A Term Lender in its capacity as such) thatexecutes and delivers a Lender Addendum and agrees to make New Tranche A Term Loans (an“Additional Tranche A Term Lender”), including any Existing Tranche A Term Lender thatnotifies the Arrangers that it does not want to be a Converting Tranche A Term Lender but iswilling to undertake a commitment to make and fund New Tranche A Term Loans, will be deemed (i) tohave agreed to the terms of this Amendment and (ii) to have committed to make New Tranche A TermLoans to the Borrower on the Amendment Effective Date (“Additional Tranche A Term Loans”),in such amounts (not in excess of any such commitment) as are determined by the Arrangers and theBorrower and notified to such Additional Tranche A Term Lender. The proceeds of such AdditionalTranche A Term Loans will be used by the Borrower, together, if necessary, with other availablecash, to repay in full the outstanding principal amount of Existing Tranche A Term Loans that arenot converted by Converting Tranche A Term Lenders into New Tranche A Term Loans.          G. Each Person (other than a Converting Revolving Lender in its capacity as such) thatexecutes and delivers a Lender Addendum and agrees to make New Revolving Commitments and NewRevolving Loans (an “Additional Revolving Lender”), including any Existing Revolving Lenderthat notifies the Arrangers that it does not want to be a Converting Revolving Lender but iswilling to undertake a commitment to make New Revolving Commitments and New Revolving Loans, willbe deemed (i) to have agreed to the terms of this Amendment, (ii) to have committed to make NewRevolving Commitments to the Borrower on the Amendment Effective Date (“Additional RevolvingCommitments”) in such amounts (not in excess of any such commitment) as are determined by theArrangers and the Borrower and notified to such Additional Revolving Lender and (iii) to havecommitted to make New Revolving Loans to the Borrower on the Amendment Effective Date(“Additional Revolving Loans”) in such amounts (not in excess of any such commitment) (the“Additional Revolving Loans Amount”) as are determined by the Arrangers and the Borrowerand notified to such Additional Revolving Lender. The proceeds of such Additional Revolving Loanswill be used by the Borrower, together, if necessary, with other available cash, to repay in fullthe outstanding principal amount of Existing Revolving Loans that are not converted by ConvertingRevolving Lenders into New Revolving Loans.          H. Each Lender other than a New Lender (as defined below), including any Existing Tranche ATerm Lender or Existing Revolving Lender that executes and delivers a Lender Addendum solely in thecapacity of a Tranche A Lender and/or Revolving Lender and not
 

 
          specifically as a New Lender, will be deemed to have agreed to the terms of this Amendment butwill not be deemed thereby to have agreed to (i) convert Existing Tranche A Term Loans into NewTranche A Term Loans, Existing Revolving Commitments into New Revolving Commitments or ExistingRevolving Loans into New Revolving Loans or (ii) to have made any commitment to make New Tranche ATerm Loans, New Revolving Commitments or New Revolving Loans.          I. The Lenders are willing, subject to the terms and conditions set forth in this Amendment,to effect such amendments to the Credit Agreement.          J. The Converting Tranche A Term Lenders and the Additional Tranche A Term Lenders(collectively, the “New Tranche A Term Lenders”) are severally willing to convert theirExisting Tranche A Term Loans into New Tranche A Term Loans or to make New Tranche A Term Loans, asthe case may be, subject to the terms and conditions set forth in this Amendment.          K. The Converting Revolving Lenders and the Additional Revolving Lenders (collectively, the“New Revolving Lenders” and, together with the New Tranche A Term Lenders, the “NewLenders”) are severally willing to (i) convert their Existing Revolving Commitments into NewRevolving Commitments or to make New Revolving Commitments, as the case may be, and (ii) converttheir Existing Revolving Loans into New Revolving Loans or to make New Revolving Loans, as the casemay be, in each case, subject to the terms and conditions set forth in this Amendment.          Accordingly, in consideration of the foregoing and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:          SECTION 1. Amendments to the Credit Agreement to the Effect RepricingAmendments. Effective as of the Amendment Effective Date:          (a) the definition of each of the following terms in Section 1.01 of the CreditAgreement is amended to read in its entirety as follows:     “Applicable Rate” means, for any day (a) with respect to any Tranche B TermLoan, 0.75% per annum, in the case of an ABR Loan, and 1.75% per annum, in the case of aEurocurrency Loan, and (b) with respect to any ABR Loan or Eurocurrency Loan that is aRevolving Loan or a Tranche A Term Loan, or with respect to the commitment fees payablehereunder, as the case may be, the applicable rate per annum set forth below under thecaption “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:         ABR Eurocurrency Commitment FeeLeverage Ratio: Spread Spread RateCategory 1 0.25% 1.25% 0.375%greater than or equal to      3.75 to 1.00      Category 2 0.0% 1.00% 0.375%greater than or equal to      2.75 to 1.00      but less than 3.75 to 1.00      
 

 
         ABR Eurocurrency Commitment FeeLeverage Ratio: Spread Spread RateCategory 3 0.0% 0.875% 0.375%less than 2.75 to 1.00           For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of theend of each fiscal quarter of the Borrower’s fiscal year based upon the consolidatedfinancial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change inthe Applicable Rate resulting from a change in the Leverage Ratio shall be effective duringthe period commencing on and including the date of delivery to the Administrative Agent ofsuch consolidated financial statements indicating such change and ending on the dateimmediately preceding the effective date of the next such change; provided that theLeverage Ratio shall be deemed to be greater than 3.75 to 1.00 (A) at any time that anEvent of Default has occurred and is continuing or (B) if the Borrower fails to deliver theconsolidated financial statements required to be delivered by it pursuant to Section5.01(a) or (b), during the period from the expiration of the time for delivery thereofuntil such consolidated financial statements are delivered.     “Tranche A Term Loans” means a Loan made pursuant to clause (a) of Section2.01 or, as the context may require, a “Tranche A Term Loan” outstanding hereunder prior tothe Third Refinancing Date.                           (b) Section 1.01 of the Credit Agreement is amended to add definitions of thefollowing terms in appropriate alphabetical order:     “Fifth Amendment” means the Fifth Amendment dated as of June 16, 2005, to thisAgreement.     “Third Refinancing Date” means the date on which Tranche A Term Loans aremade, and Revolving Commitments are established, in each case pursuant to Section 4 of theFifth Amendment.     “Tranche A Undertaking” means, with respect to each Lender, the agreement, ifany, of such Lender to make, or convert an existing term loan into, a Tranche A Term Loanpursuant to Section 4 of the Fifth Amendment on the Third Refinancing Date. The amount ofeach Lender’s Tranche A Undertaking is set forth on Schedule 2.01.                           (c) The definition of the term “Revolving Commitment” in Section 1.01 of the CreditAgreement is amended by deleting the last sentence thereof in its entirety and replacing suchsentence with a sentence that reads as follows: “The aggregate amount of the Lenders’ RevolvingCommitments on the Third Refinancing Date is $100,000,000.”                           (d) The definition of the term “Refinancing Date” in Section 1.01 of the CreditAgreement is deleted and all references to such term in the Credit Agreement are amended to bereferences to the term “Third Refinancing Date”.                           (e) The definitions of the terms “New Tranche A Lender” and “Tranche A Commitment”in Section 1.01 of the Credit Agreement are deleted.
 

 
                           (f) Section 2.01 of the Credit Agreement is amended to read as follows:     “SECTION 2.01. Commitments. (a) Subject to the terms and conditions setforth in the Fifth Amendment, each Lender has agreed to make, or acquire through conversionof existing term loans, a Tranche A Term Loan to the Borrower on the Third Refinancing Datein a principal amount equal to its Tranche A Undertaking.     (b) Subject to the terms and conditions set forth in the Fourth Amendment, eachLender has agreed to make, or acquire through conversion of existing term loans, a TrancheB Term Loan to the Borrower on the Second Refinancing Date in a principal amount equal toits Tranche B Undertaking.     (c) Subject to the terms and conditions set forth herein, each Lender agrees to makeRevolving Loans to the Borrower from time to time during the Revolving Availability Periodin an aggregate principal amount that will not (after giving effect to any concurrent useof the proceeds thereof to repay Swingline Loans or LC Disbursements) result in suchLender’s Revolving Exposure exceeding such Lender’s Revolving Commitment. Within theforegoing limits and subject to the terms and conditions set forth herein, the Borrower mayborrow, prepay and reborrow Revolving Loans.     (d) Amounts repaid in respect of Term Loans may not be reborrowed.”     (g) Section 2.08(a) of the Credit Agreement is amended to read as follows:     “SECTION 2.08. Termination and Reduction of Commitments. (a) The Tranche AUndertakings shall terminate at 5:00 p.m., New York City time, on the Third RefinancingDate. The Tranche B Undertakings terminated at 5:00 p.m., New York City time, on theSecond Refinancing Date, and the Revolving Commitments shall terminate on the RevolvingMaturity Date.”                           (h) Section 2.10(a) of the Credit Agreement is amended to read in its entirety asfollows:               “(a) Subject to adjustment pursuant to paragraph (d) of this Section 2.10,the Borrower shall repay Tranche A Term Borrowings on each date set forth below inan amount equal to the percentage of the aggregate principal amount of the TrancheA Loans made on the Third Refinancing Date set forth opposite such date (each suchdate being called an “Installment Date”):     Percentage of  Principal AmountDate to be RepaidJune 30, 2005 4.7010%September 30, 2005 4.7010%December 31, 2005 4.7010%March 31, 2006 6.2717%June 30, 2006 6.2717%September 30, 2006 6.2717%December 31, 2006 6.2717%March 31, 2007 6.5859%
 

 
     Percentage of  Principal AmountDate to be RepaidJune 30, 2007 6.5859%September 30, 2007 6.5859%December 31, 2007 6.5859%March 31, 2008 8.6166%June 30, 2008 8.6166%September 30, 2008 8.6166%Tranche A Maturity Date 8.6166%          (i) Section 2.11(f) of the Credit Agreement is amended by replacing the proviso tothe second sentence thereof with a new proviso that reads as follows: “provided that, (i)the proceeds of the Tranche A Term Loans made on the Third Refinancing Date, together with suchadditional amounts as may be necessary, shall be applied to the repayment of all Tranche A TermLoans outstanding immediately prior to the Third Refinancing Date, (ii) the proceeds of the TrancheB Term Loans made on the Second Refinancing Date, together with such additional amounts as may benecessary, shall be applied to the repayment of all Tranche B Term Loans outstanding immediatelyprior to the Second Refinancing Date, (iii) 100% of the proceeds of any Revolving Loans incurred bythe Borrower on the Third Refinancing Date prior to the effectiveness of the Fifth Amendment may beapplied by the Borrower to prepay only Tranche A Term Borrowings and (iv) so long as and to theextent that any Tranche A Term Borrowings remain outstanding, any Tranche B Lender may elect, bynotice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Dayprior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B TermLoans pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) of thisSection, which may not be declined), in which case the aggregate amount of the prepayment thatwould have been applied to prepay Tranche B Term Loans but was so declined shall be applied toprepay Tranche A Term Borrowings.”          (j) Section 5.11 of the Credit Agreement is amended by revising the first sentenceof such Section to read as follows: “The proceeds of the Tranche A Term Loans made on the ThirdRefinancing Date will be used only to refinance Tranche A Term Loans outstanding immediately priorto the Third Refinancing Date and to pay fees and expenses in connection therewith, and theproceeds of the Tranche B Term Loans made on the Second Refinancing Date will be used only torefinance Tranche B Term Loans outstanding immediately prior to the Second Refinancing Date and topay fees and expenses in connection therewith.”          (k) Schedule 2.01 of the Credit Agreement is deleted and replaced in its entiretywith a new Schedule 2.01 (the “New Schedule 2.01”) that will, upon completion of theallocations of Tranche A Undertakings and New Revolving Commitments in accordance with the termshereof, set forth each Lender’s Tranche A Undertaking, Tranche B Undertaking and New RevolvingCommitment, and shall be furnished to each New Lender promptly upon the completion of suchallocations.          SECTION 2. Amendments to the Credit Agreement to Effect the FinancingAmendments. Effective as of the Amendment Effective Date:          (a) the definition of each of the following terms in Section 1.01 of the CreditAgreement is amended to read in its entirety as follows:     “Asset Disposition” means (a) any sale, transfer or other disposition(including pursuant to a sale and leaseback transaction but excluding any sale ofSecuritization
 

 
Assets pursuant to a Securitization) of any property or asset of the Borrower or anySubsidiary and the receipt by the Borrower or any Subsidiary Loan Party of any dividend ordistribution from any Unrestricted Subsidiary representing proceeds from the disposition bysuch Unrestricted Subsidiary of assets outside the ordinary course of business or from thesale of any Equity Interests in such Unrestricted Subsidiary, other than (i) dispositionsdescribed in clauses (a), (b), (c), (d) and (e) of Section 6.05 and (ii) other dispositionsand dividends or distributions resulting in aggregate Net Proceeds not exceeding$10,000,000 during any fiscal year of the Borrower, (b) any casualty or other insureddamage to, or any taking under power of eminent domain or by condemnation or similarproceeding of, any property or asset of the Borrower or any Subsidiary, but only to theextent that the Net Proceeds therefrom have not been applied to repair, restore or replacesuch property or asset within 365 days after such event and (c) any transfer ofSecuritization Assets in a Securitization (and any subsequent transfer of SecuritizationAssets that results in any increase in the aggregate funded amount of any Securitizationover the greatest aggregate funded amount previously outstanding thereunder),provided that a Prepayment Event shall only exist with respect to a Securitizationto the extent the aggregate funded amount of all such Securitizations outstanding at thetime of determination exceeds the aggregate amount of prepayments of Term Loans previouslymade hereunder in respect of Securitizations.     “Borrower’s Portion of Excess Cash Flow” means, with respect to Excess CashFlow (a) in respect of any fiscal year ending prior to December 31, 2005, 50% of the amountof such Excess Cash Flow and (b) in respect of any fiscal year ending on or after December31, 2005, (i) if the Leverage Ratio as of the end of such fiscal year is less than 5.00 to1.00, 100% of the amount of such Excess Cash Flow and (ii) otherwise, 50% of the amount ofsuch Excess Cash Flow.     “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 ofCapital 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 paymentsmade during such period in respect of obligations referred to in clause (b)(iii) below thatwere amortized or accrued in a previous period, plus (iii) the amount of dividends paid byHoldings during such period pursuant to Section 6.08(a)(ix), plus (iv) to the extent nototherwise included in the interest expense of Holdings, the Borrower and the Subsidiariesfor such period, commissions, discounts, yield, loss on sales and other fees and chargesduring such period in connection with any Securitizations payable to any person other thanHoldings, the Borrower and the Subsidiaries, minus (b) the sum of (i) interestincome of Holdings, the Borrower and the Subsidiaries for such period, determined on aconsolidated basis in accordance with GAAP, plus (ii) to the extent included in suchconsolidated interest expense for such period, amounts attributable to amortization offinancing costs, plus (iii) to the extent included in such consolidated interest expensefor such period, non-cash amounts attributable to amortization of debt discounts or accruedinterest payable in kind for such period, plus (iv) to the extent included in suchconsolidated interest expense for such period, amounts attributable to premiums paid,prepayment fees or penalties related to the repayment of Indebtedness, plus (v) to theextent included in the interest expense of Holdings, the Borrower and the Subsidiaries forsuch period, any one time financing fees upon entering into any Securitization. Forpurposes of the foregoing, interest expense of any Person shall be determined after givingeffect to any net payments made or received by such Person with respect to interest rateSwap Agreements (other than early termination payments).
 

 
     “Material Subsidiary” means (i) any Securitization Vehicle and (ii) any otherSubsidiary, including its subsidiaries, which meets any of the following conditions: (a)Holdings’, the Borrower’s and the other Subsidiaries’ investments in and advances to suchSubsidiary exceed 5% of the consolidated total assets of Holdings and the Subsidiaries asof the end of the most recently completed fiscal year, (b) the consolidated assets of suchSubsidiary exceed 5% of the consolidated total assets of Holdings and the Subsidiaries asof the end of the most recently completed fiscal year or (c) the consolidated pre-taxincome from continuing operations of such Subsidiary for the most recently ended period offour consecutive fiscal quarters exceeds 5% of the consolidated pre-tax income fromcontinuing operations of Holdings and the Subsidiaries for such period.     “Permitted Business” means the telephone and internet directory servicesbusinesses and businesses reasonably related, incidental or ancillary thereto and in thecase of any Securitization Vehicle, Securitizations.     “Subsidiary Loan Party” means any Subsidiary other than the Borrower that isnot (x) a Foreign Subsidiary or (y) a Securitization Vehicle.          (b) Section 1.01 of the Credit Agreement is amended to add definitions of thefollowing terms in appropriate alphabetical order:   “Securitization” means any transaction or series of transactions entered intoby the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary, as thecase may be, sells, conveys or otherwise transfers to a Securitization VehicleSecuritization Assets of the Borrower or such Subsidiary (or grants a security interest insuch Securitization Assets transferred or purported to be transferred to suchSecuritization Vehicle), and which Securitization Vehicle finances the acquisition of suchSecuritization Assets (i) with proceeds from the issuance of Third Party Interests, (ii)with Sellers’ Retained Interests or (iii) with proceeds from the sale or collection ofSecuritization Assets previously purchased by such Securitization Vehicle.   “Securitization Assets” means any accounts receivable owed to or owned by theBorrower or any Subsidiary (whether now existing or arising or acquired in the future)arising in the ordinary course of business from the sale of goods or services, allcollateral securing such accounts receivable, all contracts and contract rights and allguarantees or other obligations in respect of such accounts receivable, all proceeds ofsuch accounts receivable and other assets (including contract rights) which are of the typecustomarily transferred in connection with securitizations of accounts receivable and whichare sold, transferred or otherwise conveyed by the Borrower or a Subsidiary to aSecuritization Vehicle in connection with a Securitization permitted by Section 6.05.   “Securitization Vehicle” means a Person that is a direct wholly ownedSubsidiary of the Borrower or a Subsidiary formed for the purpose of effecting one or moreSecuritizations to which the Borrower or its Subsidiaries transfer Securitization Assetsand which, in connection therewith, issues Third Party Interests or Sellers’ RetainedInterests; provided that such Securitization Vehicle shall engage in no businessother than the purchase of Securitization Assets pursuant to Securitizations permitted bySection 6.05, the issuance of Third Party Interests or other funding of suchSecuritizations and any activities reasonably related thereto, and provided further that
 

 
(x) no portion of the Indebtedness or any other obligations (contingent orotherwise) of such Securitization Vehicle (i) is guaranteed by the Borrower or anySubsidiary (excluding guarantees of obligations (other than the principal of andinterest on Indebtedness) pursuant to Standard Securitization Undertakings), (ii)is recourse to or obligates the Borrower or any other Subsidiary of the Borrower inany way other than pursuant to Standard Securitization Undertakings, or (iii)subjects any property or asset of the Borrower or any other Subsidiary of theBorrower, directly or indirectly, contingently or otherwise, to the satisfactionthereof, other than pursuant to Standard Securitization Undertakings;(y) neither the Borrower nor any Subsidiary has any material contract, agreement,arrangement or understanding with such Securitization Vehicle other than on termswhich the Borrower reasonably believes to be no less favorable to the Borrower orsuch Subsidiary than those that might be obtained at the time from Persons that arenot Affiliates of the Borrower; and(z) neither the Borrower nor any Subsidiary has any obligation to maintain orpreserve such Securitization Vehicle’s financial condition or cause suchSecuritization Vehicle to achieve certain levels of operating results.     “Sellers’ Retained Interests” means the debt or equity interests held by theBorrower or any Subsidiary in a Securitization Vehicle to which Securitization Assets havebeen transferred in a Securitization permitted by Section 6.05, including any such debt orequity received in consideration for the Securitization Assets transferred.     “Standard Securitization Undertakings” means representations, warranties,covenants, indemnities and guarantees of performance entered into by the Borrower or anySubsidiary which the Borrower has determined in good faith to be customary in aSecuritization, including those relating to the servicing of the assets of a SecuritizationVehicle.     “Third Party Interests” means, with respect to any Securitization, notes,bonds or other debt instruments, beneficial interests in a trust, undivided ownershipinterests in receivables or other securities issued for cash consideration by the relevantSecuritization Vehicle to banks, financing conduits, investors or other financing sources(other than Holdings and the Subsidiaries) the proceeds of which are used to finance, inwhole or in part, the purchase by such Securitization Vehicle of Securitization Assets in aSecuritization. The amount of any Third Party Interests shall be deemed to equal theaggregate principal, stated or invested amount of such Third Party Interests which areoutstanding at such time.     (c) The first sentence of Section 2.11(d) of the Credit Agreement is amended to readas follows:     “Following the end of each fiscal year of the Borrower, commencing with the fiscalyear ending December 31, 2003, the Borrower will prepay Term Borrowings in an aggregateamount equal to (i) 50% of Excess Cash Flow for such fiscal year less (ii) any voluntaryprepayments of Term Loans made pursuant to Section 2.11(a) during such fiscal year;provided that, with respect to each such fiscal year ending on or after
 

 
December 31, 2005, no such prepayment of Term Borrowings shall be required if theLeverage Ratio as of the end of such fiscal year is less than 5.0 to 1.0.”                           (d) Section 6.01(a) of the Credit Agreement is amended by (i) redesignatingparagraphs (x) and (xi) thereunder as paragraphs (xi) and (xii), respectively, and (ii) adding anew paragraph (x) to read as follows:     “(x) Third Party Interests issued by Securitization Vehicles in Securitizationspermitted by Section 6.05, and Indebtedness represented by such Third Party Interests andIndebtedness consisting of Standard Securitization Undertakings, provided that theaggregate amount of such Third Party Interests shall not exceed $168,000,000 at any timeoutstanding;”.     (e) Section 6.01(b) of the Credit Agreement is amended to read as follows:     “(b) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to,issue any preferred stock or other preferred Equity Interests, other than (i) Non-Cash PayPreferred Stock of Holdings and (ii) Third Party Interests issued by SecuritizationVehicles.”                           (f) Section 6.02(a) of the Credit Agreement is amended by (i) deleting the word“and” at the end of paragraph (v) thereunder, (ii) redesignating paragraph (vi) thereunder asparagraph (vii) and (iii) adding a new paragraph (vi) to read as follows:     “(vi) Liens in favor of any Securitization Vehicle or any collateral agent onSecuritization Assets transferred or purported to be transferred to such SecuritizationVehicle in connection with Securitizations permitted by Section 6.05; and”.                           (g) Section 6.04 of the Credit Agreement is amended by (i) deleting the word “and”at the end of paragraph (l) thereunder, (ii) redesignating paragraph (m) thereunder as paragraph(n) and changing all references in the Credit Agreement to “Section 6.04(m)” to “Section 6.04(n)”and (iii) adding a new paragraph (m) to read as follows:     “(m) Investments consisting of Sellers’ Retained Interests in Securitizationspermitted by Section 6.05; and”.                           (h) The first sentence of Section 6.05 is amended by adding the words “and any saleof Securitization Assets in connection with a Securitization” immediately after the words “anyEquity Interest owned by it”.                           (i) Section 6.05 of the Credit Agreement is amended by (i) deleting the word “and”at the end of paragraph (f) thereunder, (ii) redesignating paragraph (g) thereunder as paragraph(h) and (iii) adding a new paragraph (g) to read as follows:     “(g) sales of Securitization Assets to one or more Securitization Vehicles inSecuritizations; provided that (i) each such Securitization is effected on marketterms as reasonably determined by the management of the Borrower, (ii) the aggregate amountof Third Party Interests in respect of all such Securitizations does not exceed$168,000,000 at any time outstanding, (iii) the proceeds to each such SecuritizationVehicle from the issuance of Third Party Interests are applied substantially simultaneouslywith receipt thereof to the purchase from the Borrower or Subsidiaries of SecuritizationAssets and an
 

 
amount equal to 100% of the Net Proceeds from each such Securitization is applied tothe mandatory repayment of Term Loans in accordance with Section 2.11(c) and (iv) theEquity Interests and Sellers’ Retained Interests in respect of each such SecuritizationVehicle shall be pledged to the Collateral Agent under the Collateral Agreement; and”                           (j) Section 6.07 of the Credit Agreement is amended by (i) replacing the word “and”at the end of clause (b) thereunder with a comma, (ii) redesignating clause (c) thereunder asclause (d) and (iii) adding a new clause (c) to read as follows:                           “(c) Swap Agreements required by any Securitization and”.                           (k) Section 6.08(a)(viii) of the Credit Agreement is amended by replacing the value“$29,400,000” with “$42,000,000”.                           (l) Section 6.09 of the Credit Agreement is amended by (i) replacing the word “and”at the end of clause (j) thereunder with a comma, (ii) redesignating clause (k) thereunder asclause (l) and (iii) adding a new clause (k) to read as follows:     “(k) sales of Securitization Assets to Securitization Vehicles and other transactionseffected as part of Securitizations permitted by Section 6.05, and”                           (m) Section 6.10(a) of the Credit Agreement is amended by (i) replacing the word“and” at the end of clause (vii) thereunder with a comma, (ii) redesignating clause (viii)thereunder as clause (ix) and (iii) adding a new clause (viii) to read as follows:     “(viii) the foregoing shall not apply to customary restrictions contained in anydocuments relating to any Securitizations, provided that such restrictions onlyapply to the applicable Securitization Vehicle and its assets and”.                           (n) Article VI of the Credit Agreement is amended by adding a new Section 6.24 toread as follows:     “SECTION 6.24 Commingling of Accounts. Each of Holdings and the Borrowerwill not, nor will it cause or permit any Subsidiary to, commingle amounts relating toSecuritization Assets sold pursuant to a Securitization with cash or any other amounts ofHoldings, the Borrower and the Subsidiaries other than the temporary commingling ofcollections on and proceeds of any accounts receivable or related assets of the Borrowerand its Subsidiaries, in each case as may be necessary to identify and sort suchcollections and proceeds.”                           (o) Article VIII of the Credit Agreement is amended by adding a new paragraph to theend of such Article to read as follows:     “Each party hereto authorizes the Agent to enter into customary intercreditoragreements in connection with Securitizations permitted under this Agreement.”                           SECTION 3. Representations and Warranties. To induce the other partieshereto to enter into this Amendment, each of the Borrower, the Parent and Holdings represents andwarrants to each of the Lenders, the Additional Tranche A Term Lenders, the Additional RevolvingLenders and the Agent that, as of the Amendment Effective Date:
 

 
          (a) This Amendment has been duly authorized, executed and delivered by it and eachof this Amendment and the Credit Agreement, as amended and restated hereby, constitutes its validand binding obligation, enforceable against it in accordance with its terms, subject to applicablebankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rightsgenerally and subject to general principles of equity, regardless of whether considered in aproceeding in equity or at law.          (b) The representations and warranties set forth in Article III of the CreditAgreement are true and correct in all material respects on and as of the Amendment Effective Datewith the same effect as though made on and as of the Amendment Effective Date, except to the extentsuch representations and warranties expressly relate to an earlier date (in which case suchrepresentations and warranties were true and correct in all material respects as of such earlierdate); provided that the foregoing representation is made by the Parent only in respect ofthe representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.08, 3.09 and 3.12 ofthe Credit Agreement.          (c) No Default or Event of Default has occurred and is continuing.          SECTION 4. New Tranche A Term Loans; New Revolving Commitments; and NewRevolving Loans. (a) Subject to the terms and conditions set forth herein, (i) eachConverting Tranche A Term Lender agrees to convert its Existing Tranche A Term Loans into NewTranche A Term Loans on the Amendment Effective Date in amounts equal to its Tranche A Undertaking,(ii) each Additional Tranche A Term Lender agrees to make New Tranche A Term Loans to the Borroweron the Amendment Effective Date in amounts equal to its Tranche A Undertaking, (iii) eachConverting Revolving Lender agrees to convert its Existing Revolving Commitments into New RevolvingCommitments on the Amendment Effective Date in amounts equal to its New Revolving Commitments, asset forth in the New Schedule 2.01, (iv) each Additional Revolving Lender agrees to make NewRevolving Commitments to the Borrower on the Amendment Effective Date in amounts equal to its NewRevolving Commitments, as set forth in the New Schedule 2.01, (v) each Converting Revolving Lenderagrees to convert its Existing Revolving Loans into New Revolving Loans on the Amendment EffectiveDate in amounts equal to its Converted Revolving Loans Amount and (vi) each Additional RevolvingLender agrees to make New Revolving Loans to the Borrower on the Amendment Effective Date inamounts equal to its Additional Revolving Loans Amount. Each Additional Tranche A Term Lender willmake New Tranche A Term Loans and each Additional Revolving Lender will make New Revolving Loans onthe Amendment Effective Date by transferring to the Agent, in the manner contemplated by Section2.06 of the Credit Agreement, an amount equal to the amount of its Tranche A Undertaking orAdditional Revolving Loans Amount, respectively. Any portion of an Existing Tranche A Term Loanconverted by a Converting Tranche A Term Lender into a New Tranche A Term Loan as contemplatedhereby is referred to herein as a “Converted Tranche A Term Loan”, any portion of anExisting Revolving Commitment converted by a Converting Revolving Lender into a New RevolvingCommitment as contemplated hereby is referred to herein as a “Converted RevolvingCommitment” and any portion of an Existing Revolving Loan converted by a Converting RevolvingLender into a New Revolving Loan as contemplated hereby is referred to herein as a “ConvertedRevolving Loan”. The “Tranche A Undertaking” (i) of any Converting Tranche A TermLender will be such amount of its Existing Tranche A Term Loans to be converted into an equalamount of New Tranche A Term Loans, as is determined by the Arrangers and the Borrower and notifiedto such Lender prior to the Amendment Effective Date, and (ii) of any Additional Tranche A TermLender will be the amount (not exceeding any commitment offered by such Additional Tranche A TermLender) allocated to it by the Arrangers and the Borrower and notified to it prior to the AmendmentEffective Date. The New
 

 
           Schedule 2.01 will separately set forth (i) the Tranche A Undertaking of each ConvertingTranche A Term Lender, (ii) the Tranche A Undertaking of each Additional Tranche A Term Lender,(iii) the New Revolving Commitment of each Converting Revolving Lender and (iv) the New RevolvingCommitment of each Additional Revolving Lender. The commitments of the Additional Tranche A TermLenders and the conversion undertakings of the Converting Tranche A Term Lenders are several and nosuch Lender will be responsible for any other Lender’s failure to make or acquire by conversion NewTranche A Term Loans. The commitments of the Additional Revolving Lenders and the conversionundertakings of the Converting Revolving Lenders are several and no such Lender will be responsiblefor any other Lender’s failure to make or acquire by conversion New Revolving Commitments or NewRevolving Loans. Each New Revolving Loan made pursuant to this Section 4 shall be deemed to bemade under Section 2.01(c) of the Credit Agreement.          (b) Notwithstanding anything herein or in the Credit Agreement to the contrary, (i)the aggregate principal amount of the New Tranche A Term Loans will not exceed the aggregateprincipal amount of the Existing Tranche A Term Loans immediately prior to the Amendment EffectiveDate, (ii) the aggregate amount of the New Revolving Commitments will not exceed the aggregateamount of the Existing Revolving Commitments immediately prior to the Amendment Effective Date,(iii) the aggregate amount of the New Revolving Loans will not exceed the aggregate amount of theExisting Revolving Loans immediately prior to the Amendment Effective Date and (iv) the ConvertedRevolving Loans Amount or Additional Revolving Loans Amount, as applicable, of each New RevolvingLender shall be equal to the Pro Rata Percentage of the amount of such New Revolving Lender’s NewRevolving Commitment. For purposes hereof, the “Pro Rata Percentage” shall be equal to thequotient obtained by dividing (i) the aggregate amount of New Revolving Loans by (ii) the aggregateamount of New Revolving Commitments.          (c) The obligation of each New Tranche A Term Lender to make or acquire byconversion New Tranche A Term Loans, and the obligation of each New Revolving Lender to make oracquire by conversion New Revolving Commitments and New Revolving Loans, in each case on theAmendment Effective Date, is subject to the satisfaction of the following conditions:   (i) The conditions set forth in Section 4.02 of the Credit Agreement shallbe satisfied on and as of the Amendment Effective Date, and the Agent shall have received acertificate of a Financial Officer, dated the Amendment Effective Date, to such effect.   (ii) The Agent shall have received a favorable legal opinion of Latham &Watkins LLP, counsel to the Borrower, Holdings and the Parent, addressed to the Agent andthe New Lenders and dated the Amendment Effective Date, covering such matters relating tothe New Loans, the New Revolving Commitments, this Amendment, the Credit Agreement asamended hereby, and the other Loan Documents and security interests thereunder as the Agentmay reasonably request, and such opinion shall be reasonably satisfactory to the Agent.   (iii) The Agent shall have received such documents and certificates as theAgent or its counsel may reasonably request relating to the organization, existence andgood standing of each Loan Party, the authorization of this Amendment and the transactionscontemplated hereby and any other legal matters relating to the Loan Parties, thisAmendment, the other Loan Documents and the transactions contemplated hereby, all in formand substance reasonably satisfactory to the Agent.
 

 
   (iv) To the extent deemed necessary or appropriate by the Agent, eachSecurity Document shall have been amended to provide the benefits thereof to the NewTranche A Term Lenders and the New Revolving Lenders on the same basis as such benefits areprovided to the existing Tranche A Term Lenders and the Existing Revolving Lenders,respectively.   (v) Each Loan Party that has not executed and delivered this Amendment shallhave entered into a written instrument reasonably satisfactory to the Agent pursuant towhich it confirms that it consents to this Amendment and the New Loans and New RevolvingCommitments and that the Security Documents to which it is party will continue to apply inrespect of the Credit Agreement, as amended hereby, and the Obligations of such Loan Party.   (vi) The aggregate amount of the Tranche A Undertakings of the AdditionalTranche A Term Lenders, plus the amount of any cash available to be used to prepay ExistingTranche A Term Loans, shall equal or exceed the aggregate principal amount of the ExistingTranche A Term Loans other than Converted Tranche A Term Loans.   (vii) The aggregate amount of the Additional Revolving Commitments of theAdditional Revolving Lenders shall equal or exceed the aggregate amount of the ExistingRevolving Commitments other than Converted Revolving Commitments.   (viii) The aggregate amount of the New Revolving Loans of the AdditionalRevolving Lenders, plus the amount of any cash available to be used to prepay ExistingRevolving Loans, shall equal or exceed the aggregate principal amount of the ExistingRevolving Loans other than Converted Revolving Loans.   (ix) The Agent shall have received evidence that the Borrower has made thepayments referred to in Section 4(e) or is making such payments on the Amendment EffectiveDate with the proceeds of the Additional Tranche A Term Loans and Additional RevolvingLoans and such other funds as may be required.   (x) There shall be no outstanding unreimbursed LC Disbursements on theAmendment Effective Date.   (xi) The conditions to effectiveness of this Amendment set forth in Section5 hereof shall have been satisfied.          (d) All New Tranche A Term Loan Eurocurrency Borrowings and New Revolving LoanEurocurrency Borrowings made on the Amendment Effective Date shall have initial Interest Periodsending on the same dates as the Interest Periods applicable to the Existing Tranche A Term LoanBorrowings and the Existing Revolving Loan Borrowings, respectively, being refinanced, and theAdjusted LIBO Rates applicable to such New Tranche A Term Loan Borrowings and such New RevolvingLoan Borrowings during such initial Interest Periods shall be the same as those applicable to theExisting Tranche A Term Loan Borrowings and Existing Revolving Loan Borrowings, respectively, beingrefinanced. For purposes of the foregoing, such Interest Periods shall be assigned (i) to theAdditional Tranche A Term Loans of each Additional Tranche A Term Lender in the same proportionthat such Interest Periods applied to the Existing Tranche A Term Loans on the Amendment EffectiveDate and (ii) to the Additional Revolving Loans of each Additional Revolving Lender in the sameproportion that such Interest Periods
 

 
applied to the Existing Revolving Loans on the Amendment Effective Date. The Borrower willnot be required to make any payments to Converting Tranche A Term Lenders and Converting RevolvingLenders under Section 2.16 of the Credit Agreement in connection with the conversion of theirExisting Tranche A Term Loans into New Tranche A Term Loans and Existing Revolving Loans into NewRevolving Loans, respectively.          (e) On the Amendment Effective Date, the Borrower shall apply the proceeds of theAdditional Tranche A Term Loans, the Additional Revolving Loans and such other amounts as may benecessary to (i) prepay in full all Existing Tranche A Term Loans (other than Converted Tranche ATerm Loans), (ii) prepay in full all Existing Revolving Loans (other than Converted RevolvingLoans), (iii) pay all accrued and unpaid interest on all Existing Tranche A Term Loans and ExistingRevolving Loans, (iv) pay to each Tranche A Lender and Revolving Lender all amounts payablepursuant to Section 2.16 of the Credit Agreement as a result of the prepayment of such Lender’sExisting Tranche A Term Loans and/or Existing Revolving Loans (other than Converted Tranche A TermLoans and Converted Revolving Loans) and all other Obligations then due and owing to such Lendersunder the Credit Agreement in their capacities as such and (iv) pay to each Existing RevolvingLender (including each Converting Revolving Lender) all accrued and unpaid commitment fees payablepursuant to Section 2.12(a) of the Credit Agreement, all accrued and unpaid participation feespayable pursuant to Section 2.12(b) and all other Obligations then due and owing to such Lendersunder the Credit Agreement in their capacities as such.          (f) On the Amendment Effective Date, each Issuing Bank that has issued a Letter ofCredit prior to the Amendment Effective Date and set forth on Schedule 4(f) hereto (an“Existing Letter of Credit”) shall be deemed, without further action by any New RevolvingLender or any other party hereto or to the Credit Agreement, to have granted to each New RevolvingLender and each New Revolving Lender shall have been deemed to have purchased from such IssuingBank a participation in such Letter of Credit in accordance with Section 2.05(d) of the CreditAgreement. Concurrently with such grant, the participations in the Existing Letters of Creditgranted to the Existing Revolving Lenders under the Credit Agreement shall be automaticallycanceled without further action by any of the parties thereto. On and after the AmendmentEffective Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposesof the Credit Agreement.          (g) On and after the Amendment Effective Date, each reference in the CreditAgreement to “Tranche A Term Loans” shall be deemed a reference to the New Tranche A Term Loanscontemplated hereby and each reference to “Revolving Commitments” shall be deemed a reference tothe New Revolving Commitments contemplated hereby. Notwithstanding the foregoing, the provisionsof the Credit Agreement with respect to indemnification, reimbursement of costs and expenses,increased costs and break funding payments shall continue in full force and effect with respect to,and for the benefit of, each Lender that was a Tranche A Lender or a Revolving Lender, as the casemay be, prior to the Amendment Effective Date, but that is not a New Lender.          SECTION 5. Effectiveness of Amendment. This Amendment shall becomeeffective as of the first date (the “Amendment Effective Date”) on which the followingconditions have been satisfied:   (i) The Agent (or its counsel) shall have received duly executedcounterparts hereof that, when taken together, bear the signatures of (A) the Borrower, theParent and Holdings, (B) the Required Lenders, (C) each New Lender and (D) Tranche BLenders
 

 
holding more than 50% of the aggregate principal amount of outstanding Tranche B TermLoans outstanding immediately prior to the effectiveness of this Amendment.   (ii) The conditions set forth in Section 4(c) hereof shall have beensatisfied and the Borrower shall have made the payments required to be made by Section 4(e)hereof.   (iii) To the extent invoiced, the Agent shall have received payment orreimbursement of its reasonable out-of-pocket expenses in connection with this Amendmentand any other out-of-pocket expenses of the Agent required to be paid or reimbursedpursuant to the Credit Agreement, including the reasonable fees, charges and disbursementsof counsel for the Agent.          SECTION 6. Effect of Amendment. (a) Except as expressly set forth herein,this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of orotherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement orany other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the Credit Agreement or any otherprovision of the Credit Agreement or of any other Loan Document, all of which are ratified andaffirmed in all respects and shall continue in full force and effect. Nothing herein shall bedeemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or otherchange of, any of the terms, conditions, obligations, covenants or agreements contained in theCredit Agreement or any other Loan Document in similar or different circumstances.          (b) On and after the Amendment Effective Date, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and eachreference to the Credit Agreement in any other Loan Document shall be deemed a reference to theCredit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for allpurposes of the Credit Agreement and the other Loan Documents.          SECTION 7. **Governing Law. This Amendment shall be governed by and construedin accordance with the laws of the State of New York.**          SECTION 8. Costs and Expenses. The Borrower agrees to reimburse the Agentfor its reasonable out of pocket expenses in connection with this Amendment, including thereasonable fees, charges and disbursements of counsel for the Agent.          SECTION 9. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed an original, but all such counterparts together shallconstitute but one and the same instrument. Delivery of any executed counterpart of a signaturepage of this Amendment by facsimile transmission shall be as effective as delivery of a manuallyexecuted counterpart hereof.          SECTION 10. Headings. The headings of this Amendment are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.
 

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirauthorized officers as of the date first above written.      DEX MEDIA EAST LLC,