<PAGE>
                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY

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

                     R.H. DONNELLEY FINANCE CORPORATION III

                                       and

                        THE BANK OF NEW YORK, as Trustee

                                   ----------

                                    INDENTURE

                             Dated January 27, 2006

                                   ----------

  $660,000,000 Aggregate Principal Amount At Maturity 6.875% Series A-2 Senior
              Discount Notes Due 2013 ($600,474,600 Gross Proceeds)

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                                       Indenture
TIA Section                                                             Section
-----------                                                           ----------
<S>                                                                   <C>
310 (a)(1).........................................................   7.10
    (a)(2).........................................................   7.10
    (a)(3).........................................................   N.A.
    (a)(4).........................................................   N.A.
    (a)(5).........................................................   7.10
    (b)............................................................   7.08; 7.10
    (b)(1).........................................................   7.10
    (c)............................................................   N.A.
311 (a)............................................................   7.11
    (b)............................................................   7.11
    (c)............................................................   N.A.
312 (a)............................................................   2.06
    (b)............................................................   10.03
    (c)............................................................   10.03
313 (a)............................................................   7.06
    (b)(1).........................................................   7.08.
    (b)(2).........................................................   7.06, 7.08
    (c)............................................................   7.06
    (d)............................................................   7.06
314 (a)............................................................   4.06; 4.16
    (b)............................................................   N.A.
    (c)(1).........................................................   10.04
    (c)(2).........................................................   10.04
    (c)(3).........................................................   N.A.
    (d)............................................................   N.A.
    (e)............................................................   10.05
    (f)............................................................   N.A.
315 (a)............................................................   7.01(b)
    (b)............................................................   7.05
    (c)............................................................   7.01(a)
    (d)............................................................   7.01(c)
    (e)............................................................   6.12
316 (a)(last sentence).............................................   2.10
    (a)(1)(A)......................................................   6.05
    (a)(1)(B)......................................................   6.04
    (a)(2).........................................................   N.A.
    (b)............................................................   6.08
    (c)............................................................   8.04
317 (a)(1).........................................................   6.09
    (a)(2).........................................................   6.10
    (b)............................................................   2.05; 7.12
318 (a)............................................................   10.01
318 (c)............................................................   10.01
</TABLE>

N.A. means Not Applicable

<PAGE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                   ----
<S>                                                                                <C>
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE..........................     1
   SECTION 1.01    Definitions..................................................     1
   SECTION 1.02    Incorporation by Reference of Trust Indenture Act............    35
   SECTION 1.03    Rules of Construction........................................    36

ARTICLE TWO THE SECURITIES......................................................    37
   SECTION 2.01    Amount of Senior Discount Notes..............................    37
   SECTION 2.02    Form and Dating..............................................    37
   SECTION 2.03    Execution and Authentication.................................    37
   SECTION 2.04    Registrar and Paying Agent...................................    38
   SECTION 2.05    Paying Agent To Hold Money in Trust..........................    38
   SECTION 2.06    Holder Lists.................................................    39
   SECTION 2.07    Transfer and Exchange........................................    39
   SECTION 2.08    Replacement Senior Discount Notes............................    40
   SECTION 2.09    Outstanding Senior Discount Notes............................    40
   SECTION 2.10    Treasury Notes...............................................    41
   SECTION 2.11    Temporary Senior Discount Notes..............................    41
   SECTION 2.12    Cancellation.................................................    41
   SECTION 2.13    Defaulted Interest...........................................    41
   SECTION 2.14    CUSIP Number.................................................    42
   SECTION 2.15    Deposit of Moneys............................................    42
   SECTION 2.16    Book-Entry Provisions for Global Senior Discount Notes.......    42
   SECTION 2.17    Special Transfer Provisions..................................    44
   SECTION 2.18    Computation of Interest......................................    47

ARTICLE THREE REDEMPTION........................................................    47
   SECTION 3.01    Election To Redeem; Notices to Trustee.......................    47
   SECTION 3.02    Selection by Trustee of Senior Discount Notes To Be
                      Redeemed..................................................    47
   SECTION 3.03    Notice of Redemption.........................................    48
   SECTION 3.04    Effect of Notice of Redemption...............................    49
   SECTION 3.05    Deposit of Redemption Price..................................    49
   SECTION 3.06    Senior Discount Notes Redeemed in Part.......................    50
   SECTION 3.07    Sinking Fund.................................................    50

ARTICLE FOUR COVENANTS..........................................................    50
   SECTION 4.01    Payment of Senior Discount Notes.............................    50
   SECTION 4.02    Maintenance of Office or Agency..............................    50
   SECTION 4.03    Legal Existence..............................................    51
   SECTION 4.04    Maintenance of Properties; Insurance; Compliance with Law....    51
   SECTION 4.05    Waiver of Stay, Extension or Usury Laws......................    52
   SECTION 4.06    Compliance Certificate.......................................    52
   SECTION 4.07    Payment of Taxes and Other Claims............................    52
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                                <C>
   SECTION 4.08    Repurchase at the Option of Holders upon Change of Control...    53
   SECTION 4.09    Limitation on Debt...........................................    54
   SECTION 4.10    Limitation on Restricted Payments............................    58
   SECTION 4.11    Limitation on Liens..........................................    62
   SECTION 4.12    Limitation on Asset Sales....................................    62
   SECTION 4.13    Limitation on Transactions with Affiliates...................    65
   SECTION 4.14    Designation of Restricted and Unrestricted Subsidiaries......    67
   SECTION 4.15    Limitation of Company's Business.............................    68
   SECTION 4.16    Reports to Holders...........................................    68
   SECTION 4.17    Suspension of Covenants......................................    69
   SECTION 4.18    Limitation on Ability of Company to Release Funds from
                      Escrow....................................................    70
   SECTION 4.19    Limitation on the Company's Activities Prior to the
                      Consummation of the Merger................................    70
   SECTION 4.20    RHD Merger...................................................    71
   SECTION 4.21    OID Certificate..............................................    71

ARTICLE FIVE SUCCESSOR CORPORATION..............................................    71
   SECTION 5.01    Merger, Consolidation and Sale of Property...................    71
   SECTION 5.02    Successor Person Substituted.................................    72

ARTICLE SIX DEFAULTS AND REMEDIES...............................................    73
   SECTION 6.01    Events of Default............................................    73
   SECTION 6.02    Acceleration of Maturity; Rescission.........................    75
   SECTION 6.03    Other Remedies...............................................    76
   SECTION 6.04    Waiver of Past Defaults and Events of Default................    77
   SECTION 6.05    Control by Majority..........................................    77
   SECTION 6.06    Limitation on Suits..........................................    77
   SECTION 6.07    No Personal Liability of Directors, Officers, Employees and
                      Stockholders..............................................    78
   SECTION 6.08    Rights of Holders To Receive Payment.........................    78
   SECTION 6.09    Collection Suit by Trustee...................................    78
   SECTION 6.10    Trustee May File Proofs of Claim.............................    78
   SECTION 6.11    Priorities...................................................    79
   SECTION 6.12    Undertaking for Costs........................................    79

ARTICLE SEVEN TRUSTEE...........................................................    79
   SECTION 7.01    Duties of Trustee............................................    79
   SECTION 7.02    Rights of Trustee............................................    81
   SECTION 7.03    Individual Rights of Trustee.................................    82
   SECTION 7.04    Trustee's Disclaimer.........................................    82
   SECTION 7.05    Notice of Defaults...........................................    83
   SECTION 7.06    Reports by Trustee to Holders................................    83
   SECTION 7.07    Compensation and Indemnity...................................    83
   SECTION 7.08    Replacement of Trustee.......................................    84
   SECTION 7.09    Successor Trustee by Consolidation, Merger, etc..............    85
   SECTION 7.10    Eligibility; Disqualification................................    86
   SECTION 7.11    Preferential Collection of Claims Against Company............    86
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                <C>
   SECTION 7.12    Paying Agents................................................    86

ARTICLE EIGHT MODIFICATION AND WAIVER...........................................    86
   SECTION 8.01    Without Consent of Holders...................................    86
   SECTION 8.02    With Consent of Holders......................................    87
   SECTION 8.03    Compliance with Trust Indenture Act..........................    88
   SECTION 8.04    Revocation and Effect of Consents............................    88
   SECTION 8.05    Notation on or Exchange of Senior Discount Notes.............    89
   SECTION 8.06    Trustee To Sign Amendments, etc..............................    89

ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE.................................    89
   SECTION 9.01    Discharge of Liability on Senior Discount Notes; Defeasance..    89
   SECTION 9.02    Conditions to Defeasance.....................................    91
   SECTION 9.03    Deposited Money and Government Obligations To Be Held in
                      Trust; Other Miscellaneous Provisions.....................    92
   SECTION 9.04    Reinstatement................................................    93
   SECTION 9.05    Moneys Held by Paying Agent..................................    93
   SECTION 9.06    Moneys Held by Trustee.......................................    93

ARTICLE TEN MISCELLANEOUS.......................................................    94
   SECTION 10.01   Trust Indenture Act Controls.................................    94
   SECTION 10.02   Notices......................................................    94
   SECTION 10.03   Communications by Holders with Other Holders.................    95
   SECTION 10.04   Certificate and Opinion as to Conditions Precedent...........    95
   SECTION 10.05   Statements Required in Certificate and Opinion...............    96
   SECTION 10.06   Rules by Trustee and Agents..................................    96
   SECTION 10.07   Legal Holidays...............................................    96
   SECTION 10.08   Governing Law................................................    96
   SECTION 10.09   No Adverse Interpretation of Other Agreements................    96
   SECTION 10.10   Successors...................................................    97
   SECTION 10.11   Multiple Counterparts........................................    97
   SECTION 10.12   Table of Contents, Headings, etc.............................    97
   SECTION 10.13   Separability.................................................    97
</TABLE>

<TABLE>
<S>                                                                                <C>
Exhibit A   Form of Senior Discount Note........................................   A-1
Exhibit B   Form of Legend for Rule 144A Senior Discount Notes and Other Senior
            Discount Notes That Are Restricted Securities.......................   B-1
Exhibit C   Form of Legend for Regulation S Senior Discount Note................   C-1
Exhibit D   Form of Legend for Global Senior Discount Note......................   D-1
Exhibit E   Form of Certificate To Be Delivered in Connection with Transfers
            Pursuant to Regulation S............................................   E-1
Exhibit F   Form of Certificate From Acquiring Institutional Accredited
            Investors...........................................................   F-1
</TABLE>


                                      iii

<PAGE>

          INDENTURE, dated January 27, 2006, between R.H. DONNELLEY FINANCE
CORPORATION III, a Delaware corporation and wholly owned direct subsidiary of
R.H. Donnelley Corporation which was formed for the purpose of issuing the
Senior Discount Notes (as defined herein) and of merging with and into RHD (as
defined herein) upon consummation of the Dex Media Merger (as defined herein),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee").

          Unless the context otherwise indicates and subject to the limitations
and restrictions contained in Section 4.19, references herein to the "Company"
refer only to R.H. Donnelley Finance Corporation III and not any of its
Subsidiaries prior to the Merger (as defined herein) and RHD following
consummation of the RHD Merger.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Senior Discount Notes.

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01 Definitions.

          "Accreted Value" means, with respect to any Senior Discount Note, as
of any date of determination prior to the Stated Maturity of the Senior Discount
Note the sum of (a) the initial accreted value of $909.81 per $1,000 principal
amount at maturity of such Senior Discount Note and (b) the portion of the
excess of the principal amount at maturity of such Senior Discount Note over
such initial accreted value that shall have been accreted thereon through such
date, such amount to be so accreted as accrued interest on a daily basis at
6.875% per annum of the initial accreted value of such Senior Discount Note
compounded semi-annually on each January 15 and July 15 from the date of
issuance through the date of determination, computed on the basis of a 360-day
year of twelve 30-day months; provided that, on and after the Stated Maturity of
the Senior Discount Notes, the Accreted Value of each Senior Discount Note shall
be equal to the principal amount at maturity of such Senior Discount Note.

          "Acquired Debt" means Debt of a Person existing at the time such
Person becomes a Restricted Subsidiary, other than Debt Incurred in connection
with, or in contemplation of, such Person becoming a Restricted Subsidiary.
Acquired Debt shall be deemed to be Incurred on the date the acquired Person
becomes a Restricted Subsidiary.

          "Acquisition" means (1) the consummation of the acquisition by RHD of
Centel Directory Company, a Delaware corporation, DirectoriesAmerica, Inc., a
Kansas corporation, and Sprint Publishing & Advertising, Inc., a Kansas
corporation pursuant to the stock purchase agreement dated as of September 21,
2002, as amended, by and between Sprint Corporation, a Kansas corporation,
Centel Directories LLC, a Delaware limited liability company, and RHD, (2) the
acquisition by RHD of SBC Communications Inc.'s directory publishing business in
Illinois and northwest Indiana pursuant to the Purchase Agreement by and among
Ameritech Corporation, Ameritech Publishing, Inc. and RHD as of July 28, 2004,
as amended, and (3) the purchase by the Company or any of its Restricted
Subsidiaries of any Capital Stock, bonds,

<PAGE>

notes, debentures or other debt securities of any Person in a directory
publishing business so that such Person becomes a Restricted Subsidiary of the
Company and any of its Restricted Subsidiaries or the merger into or
consolidation with any such Person so that such Person becomes a Restricted
Subsidiary of the Company, or the purchase of any assets constituting a business
unit of any Person in the directory publishing business.

          "Additional Assets" means:

          (a) any Property (other than cash, cash equivalents and securities) to
     be owned by the Company or any Restricted Subsidiary and used in a Related
     Business; or

          (b) Capital Stock of a Person that is or becomes a Restricted
     Subsidiary upon or as a result of the acquisition of such Capital Stock by
     the Company or another Restricted Subsidiary from any Person other than the
     Company or an Affiliate of the Company; provided, however, that, in the
     case of this clause (b), such Restricted Subsidiary is primarily engaged in
     a Related Business.

          "Additional Interest" has the meaning set forth in Exhibit A.

          "Additional Senior Discount Notes" has the meaning set forth in
Section 2.01.

          "Affiliate" of any specified Person means:

          (a) any other Person directly or indirectly controlling or controlled
     by or under direct or indirect common control with such specified Person,
     or

          (b) any other Person who is a director or officer of:

               (1) such specified Person,

               (2) any Subsidiary of such specified Person, or

               (3) any Person described in clause (a) above.

          For the purposes of this definition, "control" when used with respect
to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.12 and 4.13 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

          "Affiliate Transaction" has the meaning set forth in Section 4.13.

          "Agent" means any Registrar, Paying Agent, or agent for service or
notices and demands.


                                       2

<PAGE>

          "Agent Members" has the meaning set forth in Section 2.16.

          "Allocable Excess Proceeds" has the meaning set forth in Section
4.12(d).

          "Alternate Offer" has the meaning set forth in Section 4.08(e).

          "amend" means amend, modify, supplement, restate or amend and restate,
including successively; and "amending" and "amended" have correlative meanings.

          "Applicable Premium" means, with respect to any Senior Discount Note
on any redemption date, the greater of:

          (1) 1.0% of the principal amount at maturity of the Senior Discount
     Note; and

          (2) the excess of:

               (a) the present value at such redemption date of (i) the
     redemption price of the Senior Discount Note at January 15, 2009 (such
     redemption price being set forth in the table appearing in Section 5(a) of
     the form of the Senior Discount Note attached as Exhibit A hereto plus (ii)
     all required interest payments due on the Senior Discount Note through
     January 15, 2009 (excluding accrued and unpaid interest to the redemption
     date), computed using a discount rate equal to the Treasury Rate of such
     redemption date plus 50 basis points; over

               (b) the principal amount at maturity of the Senior Discount Note.

          "Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

          (a) any shares of Capital Stock of a Restricted Subsidiary (other than
     directors' qualifying shares or shares required by applicable law to be
     held by a Person other than the Company or a Restricted Subsidiary),

          (b) all or substantially all of the properties and assets of any
     division or line of business of the Company or any Restricted Subsidiary,
     or

          (c) any other assets of the Company or any Restricted Subsidiary
     outside of the ordinary course of business of the Company or such
     Restricted Subsidiary;

other than, in the case of clause (a), (b) or (c) above,

          (1) any disposition by the Company or a Restricted Subsidiary to the
     Company, a Restricted Subsidiary or any Person (if after giving effect to
     such transfer such other Person becomes a Restricted Subsidiary),


                                        3

<PAGE>

          (2) any disposition that constitutes a Permitted Investment or
     Restricted Payment permitted by Section 4.10,

          (3) any disposition effected in compliance with Section 5.01,

          (4) any disposition of Temporary Cash Investments in the ordinary
     course of business,

          (5) any disposition of obsolete, worn out or permanently retired
     equipment or facilities or other property that are no longer useful in the
     conduct of the business of the Company or any Restricted Subsidiary,

          (6) any disposition of Receivables and Related Assets in a Qualified
     Securitization Transaction for the Fair Market Value thereof including cash
     or Temporary Cash Investments in an amount at least equal to 75% of the
     Fair Market Value thereof,

          (7) for purposes of Section 4.12, any disposition the net proceeds of
     which to the Company and its Restricted Subsidiaries do not exceed $5
     million in any transaction or series of related transactions,

          (8) the licensing or sublicensing of intellectual property or other
     general intangibles and licenses, leases or subleases of other property in
     the ordinary course of business which do not materially interfere with the
     business of the Company and its Restricted Subsidiaries,

          (9) the sale or other disposition of cash or Cash Equivalents, and

          (10) any release of intangible claims or rights in connection with the
     loss or settlement of a bona fide lawsuit, dispute or other controversy.

          "Average Life" means, as of any date of determination, with respect to
any Debt or Preferred Stock, the quotient obtained by dividing:

          (a) the sum of the products of (1) the number of years (rounded to the
     nearest one-twelfth of one year) from the date of determination to the
     dates of each successive scheduled principal payment of such Debt or
     redemption or similar payment with respect to such Preferred Stock
     multiplied by (2) the amount of such payment by

          (b) the sum of all such payments.

          "Bankruptcy Law" means Title 11, United States Code, or any similar
U.S. Federal or state law.

          "Board of Directors" means, with respect to any Person, the board of
directors, or any equivalent management entity, of such Person or any committee
thereof duly authorized to act on behalf of such board.


                                       4

<PAGE>

          "Board Resolution" means, with respect to any Person, a copy of a
resolution of such Person's Board of Directors, certified by the Secretary or an
Assistant Secretary, or an equivalent officer, of such Person to have been duly
adopted by the Board of Directors of such Person and to be in full force and
effect on the date of such certification.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banking institutions in New York City are authorized or
required by law to close.

          "Capital Lease Obligations" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty. For purposes of
Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on
the Property being leased.

          "Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock or partnership
interests or any other participations, rights, warrants, options or other
interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

          "Capital Stock Sale Proceeds" means the aggregate cash proceeds
received by the Company from the issuance or sale (other than to a Restricted
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or a Restricted Subsidiary for the benefit of their
employees and except to the extent that any purchase made pursuant to such
issuance or sale is financed by the Company or any Restricted Subsidiary) by the
Company of its Capital Stock (including upon the exercise of options, warrants
or rights) (other than Disqualified Stock) or warrants, options or rights to
purchase its Capital Stock (other than Disqualified Stock) after the Issue Date,
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1
by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated
money market fund as defined by Rule 2a-7 of the


                                       5

<PAGE>

General Rules and Regulations promulgated under the Investment Company Act of
1940 and (g) in the case of a Foreign Subsidiary, substantially similar
investments denominated in foreign currencies (including similarly capitalized
foreign banks).

          "Change of Control" means the occurrence of any of the following
events:

          (1) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Exchange Act) is or becomes the beneficial owner (as defined in Rules
     13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or
     more of the total voting power of the Voting Stock of RHD or RHDI (for the
     purpose of this clause (1) a Person shall be deemed to beneficially own the
     Voting Stock of a corporation that is beneficially owned (as defined above)
     by another corporation (a "parent corporation") if such Person beneficially
     owns (as defined above) at least 50% of the aggregate voting power of all
     classes of Voting Stock of such parent corporation);

          (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors of RHD
     (together with any new directors whose election by such Board of Directors
     or whose nomination for election by the applicable shareholders was
     approved or ratified by a vote of 66 2/3% of the Board of Directors of RHD
     then still in office who were either directors at the beginning of such
     period or whose election or nomination for election was previously so
     approved or ratified) cease for any reason to constitute a majority of such
     Board of Directors then in office;

          (3) the adoption of a plan relating to the liquidation or dissolution
     of RHD or RHDI; or

          (4) the merger or consolidation of RHD or RHDI with or into another
     Person or the merger of another Person with or into RHD or RHDI, or the
     sale of all or substantially all the assets of RHD or RHDI to another
     Person, and, in the case of any such merger or consolidation, the
     securities of RHD or RHDI, as the case may be, that are outstanding
     immediately prior to such transaction and that represent 100% of the
     aggregate voting power of the Voting Stock of RHD or RHDI, as the case may
     be, are changed into or exchanged for cash, securities or Property, unless
     pursuant to such transaction such securities are changed into or exchanged
     for, in addition to any other consideration, securities of the surviving
     corporation that represent immediately after such transaction, at least a
     majority of the aggregate voting power of the Voting Stock of the surviving
     corporation;

provided, that a Change of Control shall not be deemed to have occurred solely
as a consequence of a merger or consolidation between RHD and RHDI, in which
case all references in the preceding clauses (2) and (4) to "RHD or RHDI" shall
henceforth be deemed to refer only to the surviving entity of such merger or
consolidation.

          Notwithstanding the foregoing, a Change of Control shall not be deemed
to have occurred if, following such event, the surviving entity has an
Investment Grade Rating by both


                                       6

<PAGE>

Rating Agencies and, in the event that a person acquires Voting Stock of RHD or
RHDI, as the case may be, such person has an Investment Grade Rating prior to
such acquisition.

          "Change of Control Offer" has the meaning set forth in Section 4.08.

          "Change of Control Payment Date" has the meaning set forth in Section
4.08.

          "Change of Control Purchase Price" has the meaning set forth in
Section 4.08.

          "Clearstream" has the meaning set forth in Section 2.16.

          "Commission" means the U.S. Securities and Exchange Commission.

          "Commodity Price Protection Agreement" means, in respect of a Person,
any forward contract, commodity swap agreement, commodity option agreement or
other similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.

          "Company" means the party defined in the second paragraph hereof,
until a successor replaces such party pursuant to Article Five and thereafter
means the successor.

          "Consolidated Current Liabilities" as of any date of determination
means the aggregate amount of liabilities of the Company and its Restricted
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated), as of such date on a consolidated basis, after
eliminating:

          (1) all intercompany items between the Company and any Restricted
     Subsidiary, and

          (2) all current maturities of long-term Debt, all as determined in
     accordance with GAAP consistently applied.

          "Consolidated Incremental Depreciation and Amortization" means, for
any period, the total amount of depreciation and amortization related to the
step up in basis required under purchase accounting with respect to the
transactions contemplated by any Acquisition, including the Merger, for such
period on a consolidated basis in accordance with GAAP.

          "Consolidated Interest Expense" means, for any period, without
duplication and in each case determined on a consolidated basis in accordance
with GAAP, the total interest expense of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by either the Company or its Restricted
Subsidiaries:

          (a) the interest component of Capital Lease Obligations paid, accrued
     and/or scheduled to be paid or accrued during such period,

          (b) amortization of debt discount and debt issuance cost, including
     commitment fees,


                                       7

<PAGE>

          (c) capitalized interest,

          (d) non-cash interest expense,

          (e) commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers' acceptance financing,

          (f) net costs associated with Hedging Obligations (including
     amortization of discounts or fees); provided, however, such costs shall not
     include any unrealized gain or loss implicit in Hedging Obligations,

          (g) the sum of (a) all Disqualified Stock Dividends and (b) Preferred
     Stock Dividends with respect to Capital Stock of Subsidiaries,

          (h) interest accruing or paid on any Debt of any other Person to the
     extent such Debt is guaranteed by the Company or any Restricted Subsidiary,
     or is secured by a Lien on the Company's or any Restricted Subsidiary's
     assets, whether or not such interest is paid by the Company or such
     Restricted Subsidiary,

          (i) the cash contributions to any employee stock ownership plan or
     similar trust to the extent such contributions are used by such plan or
     trust to pay interest or fees to any Person (other than the Company) in
     connection with Debt Incurred by such plan or trust,

          (j) interest accruing in connection with a Qualified Securitization
     Transaction, and

          (k) the interest portion of any deferred payment obligation.

          "Consolidated Net Income" means, for any period, the consolidated net
income (loss) of the Company for such period on a consolidated basis prior to
any adjustment to net income for any preferred stock (other than Disqualified
Stock) as determined in accordance with GAAP; provided, however, that there
shall not be included in such Consolidated Net Income:

          (a) any net income (loss) of any Person (other than the Company) if
     such Person is not a Restricted Subsidiary, except that:

               (1) the Company's equity in the net income of any such Person for
          such period shall be included in such Consolidated Net Income up to
          the aggregate amount of cash distributed by such Person during such
          period to the Company or a Restricted Subsidiary as a dividend or
          other distribution (subject, in the case of a dividend or other
          distribution to a Restricted Subsidiary, to the limitations contained
          in clause (c) below),

               (2) the Company's equity in a net loss of any such Person for
          such period shall be included in determining such Consolidated Net
          Income, and


                                       8

<PAGE>

               (3) the revenue participation income received in connection with
          the Revenue Participation Agreement shall not be excluded,

          (b) any net income (loss) of any Restricted Subsidiary if such
     Restricted Subsidiary is subject to contractual restrictions, directly or
     indirectly, on the payment of dividends or the making of distributions,
     directly or indirectly, to the Company, except that:

               (1) the Company's equity in the net income of any such Restricted
          Subsidiary for such period shall be included in such Consolidated Net
          Income up to the aggregate amount of cash distributed by such
          Restricted Subsidiary during such period to the Company or another
          Restricted Subsidiary as a dividend or other distribution (subject, in
          the case of a dividend or other distribution to another Restricted
          Subsidiary, to the limitation contained in this clause), and

               (2) the Company's equity in a net loss of any such Restricted
          Subsidiary for such period shall be included in determining such
          Consolidated Net Income,

          (c) any net gain or loss realized upon the sale or other disposition
     of any Property of the Company or any of its consolidated Subsidiaries
     (including pursuant to any sale and leaseback transaction) that is not sold
     or otherwise disposed of in the ordinary course of business,

          (d) any net after-tax extraordinary gain or loss,

          (e) the cumulative effect of a change in accounting principles,

          (f) any non-cash compensation expense realized for grants of stock
     appreciation or similar rights, stock options or other rights to officers,
     directors and employees of the Company or any Restricted Subsidiary,
     provided that such rights (if redeemable), options or other rights can be
     redeemed at the option of the holder only for Capital Stock of the Company
     (other than Disqualified Stock) or Capital Stock of a direct or indirect
     parent of the Company,

          (g) 50% of Consolidated Incremental Depreciation and Amortization,

          (h) any non-cash impact attributable to the reduction in deferred
     revenue or reduction in deferred costs to balance sheet accounts as a
     result of the fair value exercise undertaken as required by purchase
     accounting for the transactions contemplated by any Acquisition, including
     the Merger, in accordance with GAAP, during the eighteen consecutive months
     following the consummation of such Acquisition, including the Merger, and

          (i) to the extent non-cash, any unusual, non-operating or
     non-recurring gain or loss (including to the extent related to any
     Acquisitions, including the Merger,)

          Notwithstanding the foregoing, for purposes of Section 4.10 only,
there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or


                                       9

<PAGE>

other transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such Section pursuant
to clause (a)(3)(iv) thereof.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

          "Covenant Defeasance" has the meaning set forth in Section 9.01.

          "Credit Facilities" means the RHDI Credit Facility and the Dex Media
Credit Facilities.

          "Currency Exchange Protection Agreement" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

          "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

          "Debt" means, with respect to any Person on any date of determination
(without duplication):

          (a) the principal of and premium (if any, but only in the event such
     premium has become due) in respect of:

               (1) debt of such Person for money borrowed, and

               (2) debt evidenced by notes, debentures, bonds or other similar
          instruments for the payment of which such Person is responsible or
          liable;

          (b) all Capital Lease Obligations of such Person;

          (c) all obligations of such Person issued or assumed as the deferred
     purchase price of Property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement (but
     excluding trade accounts payable for goods and services arising in the
     ordinary course of business);

          (d) all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit,
     performance bonds or surety bonds securing obligations (other than
     obligations described in (a) through (c) above) provided in the ordinary
     course of business of such Person to the extent such letters of credit and
     bonds are not


                                       10

<PAGE>

     drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
     no later than the fifth Business Day following receipt by such Person of a
     demand for reimbursement following payment on the letter of credit or
     bond);

          (e) the amount of all obligations of such Person with respect to the
     Repayment of any Disqualified Stock or, with respect to any Subsidiary of
     such Person, any Preferred Stock (measured, in each case, at the greatest
     of its voluntary or involuntary maximum fixed repurchase price or
     liquidation value but excluding, in each case, any accrued dividends for
     any current period not yet payable);

          (f) all obligations of the type referred to in clauses (a) through (e)
     above of other Persons and all dividends of other Persons for the payment
     of which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     guarantee;

          (g) all obligations of the type referred to in clauses (a) through (f)
     above of other Persons, the payment of which is secured by any Lien on any
     Property of such Person (whether or not such obligation is assumed by such
     Person), the amount of such obligation being deemed to be the lesser of the
     Fair Market Value of such Property or the amount of the obligation so
     secured; and

          (h) to the extent not otherwise included in this definition, Hedging
     Obligations of such Person (the amount of any such obligations to be equal
     at any time to the termination value of such agreement or arrangement
     giving rise to such obligation that would be payable by such Person at such
     time).

          The amount of Debt of any Person at any date shall be the amount
necessary to extinguish in full as of such date the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date including, without limitation, all
interest that has been capitalized, and without giving effect to any call
premiums in respect thereof. The amount of Debt represented by a Hedging
Obligation shall be equal to:

          (1) zero if such Hedging Obligation has been Incurred pursuant to
     Section 4.09(b)(6), (7) or (8) or

          (2) the marked-to-market value of such Hedging Obligation to the
     counterparty thereof if not Incurred pursuant to such clauses.

          For purposes of this definition, the maximum fixed repurchase price of
any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Debt will be required to be determined pursuant to the indenture at its
Fair Market Value if such price is based upon, or measured by, the fair market
value of such Disqualified Stock; provided, however, that if such Disqualified
Stock is not then permitted in accordance with the terms of such Disqualified
Stock to be redeemed, repaid or


                                       11

<PAGE>

repurchased, the redemption, repayment or repurchase price shall be the book
value of such Disqualified Stock as reflected in the most recent financial
statements of such Person.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Depository" means, with respect to the Senior Discount Notes issued
in the form of one or more Global Senior Discount Notes, The Depository Trust
Company or another Person designated as Depository by the Company, which Person
must be a clearing agency registered under the Exchange Act.

          "Dex Media" means Dex Media, Inc.

          "Dex Media Credit Facilities" means the Dex Media East Credit Facility
and the Dex Media West Credit Facility.

          "Dex Media East Credit Facility" means that certain Credit Agreement,
dated as of November 8, 2002, among Dex Media, Dex Media East, Inc., Dex Media
East LLC, as borrower, the lenders parties thereto and JPMorgan Chase Bank,
N.A., as administrative agent, as amended and restated as of the date of the Dex
Media Merger, as such may be amended, modified or supplemented from time to
time, or one or more debt or commercial paper facilities or other instruments
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables or inventory financing (including through the sale of
receivables or inventory to such lenders or to special purpose, bankruptcy
remote entities formed to borrow from such lenders against such receivables or
inventory) or trade letters of credit, or other forms of guarantees or
assurances that one or more times refinances, replaces, supplements, modifies or
amends such credit facility or debentures or other debt securities.

          "Dex Media Existing Notes" means the Dex Media 9% Senior Discount
Notes due 2013 and Dex Media 8% Senior Notes due 2013, in each case outstanding
on the Issue Date.

          "Dex Media Merger" means the merger of Dex Media with and into Forward
Acquisition Corp., with Dex Media, Inc. as the name of the surviving
corporation, pursuant to the Merger Agreement.

          "Dex Media Subsidiaries Existing Notes" means the Dex Media West 8.5%
Senior Notes due 2010, Dex Media West 9.875% Senior Subordinated Notes due 2013,
Dex Media West 5.875% Senior Notes due 2011, Dex Media East 9.875% Senior Notes
due 2009 and Dex Media East 12.125% Senior Subordinated Notes due 2012, in each
case, outstanding on the Issue Date.

          "Dex Media West Credit Facility" means that certain Credit Agreement,
dated as of September 9, 2003, among Dex Media, Dex Media West, Inc., Dex Media
West LLC, as borrower, the lenders parties thereto and JPMorgan Chase Bank,
N.A., as administrative agent, as amended and restated as of the date of the Dex
Media Merger, as such may be amended, modified or supplemented from time to
time, or one or more debt or commercial paper facilities or other instruments
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables or inventory financing (including through the sale of
receivables or


                                       12

<PAGE>

inventory to such lenders or to special purpose, bankruptcy remote entities
formed to borrow from such lenders against such receivables or inventory) or
trade letters of credit, or other forms of guarantees or assurances that one or
more times refinances, replaces, supplements, modifies or amends such credit
facility or debentures or other debt securities.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable, in either case at the option of the
holder thereof) or upon the happening of an event:

          (a) matures or is mandatorily redeemable pursuant to a sinking fund
     obligation or otherwise,

          (b) is or may become redeemable or repurchaseable at the option of the
     holder thereof, in whole or in part, or

          (c) convertible or exchangeable at the option of the holder thereof
     for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Senior Discount Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a Change of Control occurring prior to the
first anniversary of the Stated Maturity of the Senior Discount Notes shall not
constitute Disqualified Stock if the change of control provisions applicable to
such Disqualified Stock are no more favorable to the holders of such Capital
Stock than the provisions of this Indenture with respect to a Change of Control
and such Capital Stock specifically provides that the Company will not
repurchase or redeem any such Capital Stock pursuant to such provisions prior to
the Company's completing a Change of Control Offer.

          "Disqualified Stock Dividends" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary.

          "Dividend Yield" means the aggregate dollar amount of the cash
dividends paid on the Company's common stock or equivalent, per share, during
any 12-month period divided by the Market Price per share of the Company's
common stock or equivalent averaged over the trading days of such period up to
and including the trading day before the date of a resolution of the Board of
Directors of the Company declaring the payment of the cash dividend.

          "EBITDA" means, with respect to any Person, for any period:

          (a) the sum of an amount equal to Consolidated Net Income of such
     Person for such period, plus (without duplication) the following to the
     extent Consolidated Net Income has been reduced thereby for such period:

               (1) the provisions for taxes based on income or profits or
          utilized in computing net loss,


                                       13

<PAGE>

               (2) Consolidated Interest Expense,

               (3) depreciation,

               (4) amortization,

               (5) non-recurring losses or expenses, and

               (6) any other non-cash items (provided that any such non-cash
          item that represents an accrual of or reserve for cash expenditures in
          any future period shall be deducted in such future period); minus

          (b) (x) all non-cash items increasing Consolidated Net Income for such
     period (other than any such non-cash item to the extent that it will result
     in the receipt of cash payments in any future period) and (y) all
     non-recurring gains for such period.

          Notwithstanding the foregoing clause, the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income. In addition, in the case of
clause (a)(3)(i) under Section 4.10, EBITDA shall be calculated on a pro forma
basis to give effect to the SBC Acquisition as though such acquisition had
occurred on January 1, 2004, and this calculation of EBITDA shall not include
any non-cash impact attributable to the reduction in deferred revenue or
reduction in deferred costs to balance sheet accounts as a result of the fair
value exercise undertaken as required by purchase accounting for the
transactions contemplated by the SBC Acquisition, in accordance with GAAP,
during the eighteen consecutive months following the consummation of the SBC
Acquisition (it being understood that clause (h) of Consolidated Net Income
shall not apply) (without duplication).

          "Escrow Agent" means JPMorgan Chase Bank, N.A., as escrow agent and as
securities intermediary under the Senior Discount Notes Escrow Agreement.

          "Euroclear" has the meaning set forth in Section 2.16.

          "Event of Default" has the meaning set forth in Section 6.01.

          "Excess Proceeds" has the meaning set forth in Section 4.12.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934.

          "Exchange Offer" has the meaning set forth in Exhibit A.

          "Exchange Securities" has the meaning provided in the Registration
Rights Agreement.

          "Existing Notes" mean the RHDI Senior Notes, the RHDI Senior
Subordinated Notes, the Dex Media Existing Notes and the Dex Media Subsidiaries
Existing Notes.


                                       14

<PAGE>

          "Fair Market Value" means, with respect to any Property, the price
that could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

          (a) if such Property has a Fair Market Value equal to or less than $25
     million, by any Officer of the Company, or

          (b) if such Property has a Fair Market Value in excess of $25 million,
     by a majority of the Board of Directors of the Company and evidenced by a
     Board Resolution dated within 30 days of the relevant transaction.

          "Finance Corp." means R.H. Donnelley Finance Corporation III, a
Delaware corporation.

          "Finance Corp. Senior Notes" means the senior notes due 2016 issued by
Finance Corp. on January 27, 2006 under the Indenture, dated January 27, 2006,
by and between Finance Corp. and The Bank of New York, as trustee, which senior
notes will become obligations of RHD upon consummation of the RHD Merger.

          "Finance Corp. Senior Notes Escrow Agreement" means the Pledge and
Escrow Agreement dated January 27, 2006 by and among RHD, Finance Corp., the
Trustee and J.P. Morgan Trust Company, National Association, a national banking
association, as escrow agent and securities intermediary regarding the Finance
Corp. Senior Notes.

          "Foreign Subsidiary" means any Restricted Subsidiary that is not
organized under the laws of the United States, any State thereof or the District
of Columbia.

          "GAAP" means United States generally accepted accounting principles as
in effect on the Issue Date, including those set forth:

          (a) in the opinions and pronouncements of the Accounting Principles
     Board of the American Institute of Certified Public Accountants,

          (b) in the statements and pronouncements of the Financial Accounting
     Standards Board,

          (c) in such other statements by such other entity as approved by a
     significant segment of the accounting profession, and

          (d) the rules and regulations of the Commission governing the
     inclusion of financial statements (including pro forma financial
     statements) in periodic reports required to be filed pursuant to Section 13
     of the Exchange Act, including opinions and pronouncements in staff
     accounting bulletins and similar written statements from the accounting
     staff of the Commission.

          "Global Senior Discount Notes" has the meaning set forth in Section
2.16.


                                       15

<PAGE>

          "Government Obligations" means any security issued or guaranteed as to
principal or interest by the United States, or by a person controlled or
supervised by and acting as an instrumentality of the government of the United
States pursuant to authority granted by the Congress of the United States; or
any certificate of deposit for any of the foregoing.

          "guarantee" or "Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Debt of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:

          (a) to purchase or pay (or advance or supply funds for the purchase or
     payment of) such Debt of such other Person (whether arising by virtue of
     partnership arrangements, or by agreements to keep-well, to purchase
     assets, goods, securities or services, to take-or-pay or to maintain
     financial statement conditions or otherwise), or

          (b) entered into for the purpose of assuring in any other manner the
     obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "guarantee" shall not include:

               (1) endorsements for collection or deposit in the ordinary course
          of business, or

               (2) a contractual commitment by one Person to invest in another
          Person for so long as such Investment is reasonably expected to
          constitute a Permitted Investment under clause (b) of the definition
          of "Permitted Investment."

          The term "guarantee" used as a verb has a corresponding meaning. The
term "guarantor" shall mean any Person guaranteeing any obligation.

          "Hedging Obligations" of any Person means any obligation of such
Person pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.

          "Holder" means the Person in whose name a Senior Discount Note is
registered on the Senior Discount Note register.

          "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, guarantee or become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or obligation on the balance sheet of such Person (and "Incurrence"
and "Incurred" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person that
exists at such time, and is not theretofore classified as Debt, becoming Debt
shall not be deemed an Incurrence of such Debt; provided further, however, that
any Debt or other obligations of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at
the time it becomes a Restricted Subsidiary; and provided further, however, that
amortization of debt discount, accrual or capitalization of dividends and
interest, including the accrual of deferred


                                       16

<PAGE>

accrued interest, the accretion of principal, and the payment of interest or
dividends in the form of additional securities shall not, in any such case, be
deemed to be the Incurrence of Debt, provided that in the case of Debt or
Preferred Stock sold at a discount or for which interest or dividends is
capitalized or accrued or accreted, the amount of such Debt or outstanding
Preferred Stock Incurred shall at all times be the then current accreted value
or shall include all capitalized interest.

          "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

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

          "Initial Purchasers" means J.P. Morgan Securities Inc., Bear, Stearns
& Co. Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
Goldman Sachs & Co., Wachovia Securities, Inc., UBS Securities LLC, ABN AMRO
Incorporated, Banc of America Securities LLC, BNY Capital Markets, Inc., Scotia
Capital (USA) Inc., BNP Paribas Securities Corp., ING Financial Markets LLC and
Greenwich Capital Markets, Inc.

          "interest" means, with respect to the Senior Discount Notes, interest
and Additional Interest.

          "Interest Payment Date" means January 15 and July 15 of each year.

          "Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate option agreement, interest rate future agreement or other similar
agreement designed to protect against fluctuations in interest rates.

          "Investment" by any Person means any loan (other than advances and
extensions of credit and receivables in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person or acquired
as part of the assets acquired in connection with an acquisition of assets
otherwise permitted by the indenture), advance or other extension of credit or
capital contribution (by means of transfers of cash or other Property to others
or payments for Property or services for the account or use of others, or
otherwise) (excluding commission, travel and similar advances to officers and
employees in the ordinary course of business) to, or Incurrence of a guarantee
of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.10 and 4.14 and the definition of "Restricted
Payment," "Investment" shall include the Fair Market Value of the Investment of
the Company and any Restricted Subsidiary in any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary


                                       17

<PAGE>

(proportionate to the Company's equity interest in such Subsidiary) of an amount
(if positive) equal to:

          (a) the Company's "Investment" in such Subsidiary at the time of such
     redesignation, less

          (b) the portion (proportionate to the Company's equity interest in
     such Subsidiary) of the Fair Market Value of the Investment of the Company
     and any Restricted Subsidiary in such Subsidiary at the time of such
     redesignation.

          In determining the amount of any Investment made by transfer of any
Property other than cash, such Property shall be valued at its Fair Market Value
at the time of such Investment.

          "Investment Grade Rating" means a rating equal to or higher than Baa3
(with a stable or better outlook) (or the equivalent) by Moody's or BBB-- (with
a stable or better outlook) (or the equivalent) by S&P.

          "Issue Date" means January 27, 2006.

          "Legal Defeasance" has the meaning set forth in Section 9.01.

          "Legal Holiday" has the meaning set forth in Section 10.07.

          "Leverage Ratio" means the ratio of:

          (a) the outstanding Debt of the Company and its Restricted
     Subsidiaries as of the date of calculation on a consolidated basis in
     accordance with GAAP, to

          (b) the LTM Pro Forma EBITDA.

          "Lien" means, with respect to any Property of any Person, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement (other than any easement not
materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any sale and
leaseback transaction).

          "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four most recent
consecutive fiscal quarters prior to the date of determination for which
financial statements are available and have been filed with the Commission or
the Trustee pursuant to Section 4.16.

          "Market Price" of the Company's common stock or equivalent (the
"security") on any date of determination means:

          (a) the closing sale price (or, if no closing sale price is reported,
     the last reported sale price) of a security (regular way) on the New York
     Stock Exchange on that date;


                                       18

<PAGE>

          (b) if that security is not listed on the New York Stock Exchange on
     that date, the closing sale price as reported in the composite transactions
     for the principal U.S. securities exchange on which that security is
     listed;

          (c) if that security is not so listed on a U.S. national or regional
     securities exchange, the closing sale price as reported by the Nasdaq
     National Market;

          (d) if that security is not so reported, the last price quoted by
     Interactive Data Corporation for that security or, if Interactive Data
     Corporation is not quoting such price, a similar quotation service selected
     by RHD;

          (e) if that security is not so quoted, the average of the mid-point of
     the last bid and ask prices for that security from at least two dealers
     recognized as market-makers for that security; or

          (f) if that security is not so quoted, the average of that last bid
     and ask prices for that security from a dealer engaged in the trading of
     such securities.

          "Maturity Date" when used with respect to any Senior Discount Note,
means the date on which the principal amount at maturity of such Senior Discount
Note becomes due and payable as therein or herein provided.

          "Merger" means the Dex Media Merger and the RHD Merger.

          "Merger Agreement" means the Merger Agreement dated as of October 3,
2005 by and among Dex Media, RHD and Forward Acquisition Corp.

          "Merger Closing Date" shall mean the date the Dex Media Merger is
consummated pursuant to the Merger Agreement.

          "Money Market Funds" means shares of an investment company registered
under the Investment Company Act of 1940 that holds itself out as a money market
fund, seeks to maintain a net asset value of $1.00 per share and has the highest
investment rating by S&P and Moody's and, in either case, any successor rating
agency thereto.

          "Moody's" means Moody's Investors Service, Inc. and any successor to
its rating agency business.

          "Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only,
in each case, as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other
obligations relating to the Property that is the subject of such Asset Sale or
received in any other non-cash form), in each case net of:

          (a) all legal, title and recording tax expenses, commissions and other
     fees and expenses Incurred, and all U.S. Federal, state, provincial,
     foreign and local taxes required to be accrued as a liability under GAAP,
     as a consequence of such Asset Sale,


                                       19

<PAGE>

          (b) all payments made on any Debt that is secured by any Property
     subject to such Asset Sale, in accordance with the terms of any Lien upon
     or other security agreement of any kind with respect to such Property, or
     which must by its terms, or in order to obtain a necessary consent to such
     Asset Sale, or by applicable law, be repaid out of the proceeds from such
     Asset Sale,

          (c) all distributions and other payments required to be made to
     minority interest holders in Subsidiaries or joint ventures as a result of
     such Asset Sale,

          (d) brokerage commissions and other reasonable fees and expenses
     (including fees and expenses of counsel, accountants and investment
     bankers) related to such Asset Sale; and

          (e) the deduction of appropriate amounts provided by the seller as a
     reserve, in accordance with GAAP, against any liabilities associated with
     the Property disposed in such Asset Sale and retained by the Company or any
     Restricted Subsidiary after such Asset Sale including, without limitation,
     pension and other post-employment benefit liabilities, liabilities relating
     to environmental matters and liabilities under any indemnification
     obligations associated with such Asset Sale and any deductions relating to
     escrowed amounts.

          "Non-Recourse Debt" means debt as to which neither the Company nor any
Restricted Subsidiary:

          (a) provides any guarantee or credit support of any kind (including
     any undertaking, guarantee, indemnity, agreement or instrument that would
     constitute Debt) or is directly or indirectly liable (as a guarantor or
     otherwise) or as to which there is any recourse to the assets of the
     Company or its Restricted Subsidiaries; and

          (b) no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit (upon notice, lapse of time or both) any holder of
     any other Debt of the Company or any Restricted Subsidiary to declare a
     default under such other Debt or cause the payment thereof to be
     accelerated or payable prior to its stated maturity.

          "Non-U.S. Person" means a Person who is not a U.S. person, as defined
in Regulation S.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt, including any guarantees thereof, and in
all cases whether direct or indirect, absolute or contingent, now outstanding or
hereafter created, assumed or incurred and including, without limitation,
interest accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the relevant documentation, whether or not an allowed claim,
and any obligation to redeem or defease any of the foregoing.

          "Offer Amount" has the meaning set forth in Section 4.12(f).


                                       20

<PAGE>

          "Offer Period" has the meaning set forth in Section 4.12(f).

          "Offering Memorandum" means the final offering memorandum dated
January 13, 2006 relating to the offering of Senior Discount Notes issued on the
Issue Date.

          "Officer" means the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President, the Treasurer or the Secretary of the
Company.

          "Officers' Certificate" means a certificate signed by an Officer of
the Company, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

          "Paying Agent" has the meaning set forth in Section 2.04.

          "Payment Default" means, with respect to any Debt, a failure to pay
principal of such Debt at its Stated Maturity after giving effect to any
applicable grace period provided in the instrument(s) governing such Debt.

          "Permitted Asset Swap" means any transfer of properties or assets by
the Company or any of its Restricted 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 Related Business; provided that the aggregate
fair market value (as determined in good faith by the Board of Directors of the
Company) of the property or assets being transferred by the Company or such
Restricted Subsidiary is not greater than the aggregate fair market value (as
determined in good faith by the Board of Directors of the Company) of the
property or assets received by the Company or such Restricted Subsidiary in such
exchange.

          "Permitted Debt" has the meaning set forth in Section 4.09(b).

          "Permitted Investment" means any Investment by the Company or a
Restricted Subsidiary in:

          (a) the Company, any Restricted Subsidiary or any Person that will,
     upon the making of such Investment, become a Restricted Subsidiary,
     provided that the primary business of such Restricted Subsidiary is a
     Related Business, including, without limitation, any Acquisition, including
     the Merger.

          (b) Temporary Cash Investments,

          (c) receivables owing to the Company or a Restricted Subsidiary, if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Company or such Restricted Subsidiary deems reasonable under the
     circumstances,


                                       21

<PAGE>

          (d) payroll, travel, commission and similar advances to cover matters
     that are expected at the time of such advances ultimately to be treated as
     expenses for accounting purposes and that are made in the ordinary course
     of business,

          (e) loans and advances to employees, directors and consultants made in
     the ordinary course of business consistent with past practices of the
     Company or such Restricted Subsidiary, as the case may be, provided that
     such loans and advances do not exceed $10 million at any one time
     outstanding,

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

          (g) any Person to the extent such Investment represents the non-cash
     portion of the consideration received in connection with an Asset Sale
     consummated in compliance with Section 4.12,

          (h) the Senior Discount Notes, the Finance Corp. Senior Notes, RHD
     Discount Notes, RHD Existing Senior Notes and Existing Notes from time to
     time outstanding (including any additional Senior Discount Notes, Finance
     Corp. Senior Notes, RHD Discount Notes, RHD Existing Senior Notes and
     Existing Notes issued after the Issue Date),

          (i) Interest Rate Agreements, Currency Exchange Protection Agreements,
     Hedging Obligations and Commodity Price Protection Agreement, in each case,
     permitted under Section 4.09,

          (j) Investments in existence on the Issue Date and any permitted
     Refinancing thereof,

          (k) a Securitization Entity in connection with a Qualified
     Securitization Transaction, which Investment consists of the transfer of
     Receivables and Related Assets,

          (l) in any Person to the extent that the consideration for such
     Investment consists of Capital Stock of the Company,

          (m) Investments in prepaid expenses, negotiable instruments held for
     collection and lease utility and worker's compensation, performance and
     other similar deposits provided to third parties in the ordinary course of
     business,

          (n) other Investments that do not exceed $500 million outstanding at
     any one time in the aggregate,

          (o) any Person where such Investment was acquired by the Company or
     any of its Restricted Subsidiaries (1) in exchange for any other Investment
     or accounts receivable held by the Company or any such Restricted
     Subsidiary in connection with or


                                       22

<PAGE>

     as a result of a bankruptcy, workout, reorganization or recapitalization of
     the issuer of such other Investment or accounts receivable or (2) as a
     result of a foreclosure by the Company or any of its Restricted
     Subsidiaries with respect to any secured Investment or such other transfer
     of title with respect to any secured Investment in default,

          (p) a Securitization Entity or any Investment by Securitization Entity
     in any other Person, in each case in connection with a Qualified
     Securitization Transaction, provided, however, that any Investment in a
     Securitization Entity in the form of (1) a Purchase Money Note; (2) any
     equity interests; (3) obligations of the Securitization Entity to pay the
     purchase price for assets transferred to it; or (4) interests in accounts
     receivable generated by the Company or Restricted Subsidiary and
     transferred to any Person in connection with a Qualified Securitization
     Transaction or any such Person owning such amounts receivable, and

          (q) negotiable instruments held for deposit or collection in the
     ordinary course of business.

          "Permitted Liens" means:

          (a) Liens securing the Senior Discount Notes;

          (b) Liens to secure Debt of a Restricted Subsidiary Incurred under
     Section 4.09(a) or Guarantees by the Company of any such Debt;

          (c) Liens to secure Debt Incurred under Section 4.09(b)(1);

          (d) Liens to secure Debt permitted to be Incurred under Section
     4.09(b)(4), provided that any such Lien may not extend to any Property of
     the Company or any Restricted Subsidiary, other than the Property acquired,
     constructed or leased with the proceeds of such Debt and any improvements
     or accessions to such Property;

          (e) Liens on the Capital Stock or Property of a Restricted Subsidiary
     securing Debt of a Restricted Subsidiary permitted to be secured under this
     Indenture;

          (f) Liens for taxes, assessments or governmental charges or levies on
     the Property of the Company or any Restricted Subsidiary if the same shall
     not at the time be delinquent or thereafter can be paid without penalty, or
     are being contested in good faith and by appropriate proceedings promptly
     instituted and diligently concluded, provided that any reserve or other
     appropriate provision that shall be required in conformity with GAAP shall
     have been made therefor;

          (g) Liens imposed by law, such as statutory Liens of landlords'
     carriers', warehousemen's and mechanics' Liens and other similar Liens, on
     the Property of the Company or any Restricted Subsidiary arising in the
     ordinary course of business and securing payment of obligations that are
     not more than 60 days past due or are being contested in good faith and by
     appropriate proceedings or Liens arising solely by virtue of any statutory
     or common law provisions relating to bankers' liens, rights of set-off or


                                       23

<PAGE>

     similar rights and remedies as to deposit accounts or other funds
     maintained with a creditor depositary institution;

          (h) Liens on the Property of the Company or any Restricted Subsidiary
     Incurred in the ordinary course of business to secure performance of
     obligations with respect to statutory or regulatory requirements,
     performance bids, trade contracts, letters of credit performance or
     return-of-money bonds, surety bonds or other obligations of a like nature
     and Incurred in a manner consistent with industry practice, in each case
     which are not Incurred in connection with the borrowing of money, the
     obtaining of advances or credit or the payment of the deferred purchase
     price of Property and which do not in the aggregate impair in any material
     respect the use of Property in the operation of the business of the Company
     and the Restricted Subsidiaries taken as a whole;

          (i) Liens on Property at the time the Company or any Restricted
     Subsidiary acquired such Property, including any acquisition by means of a
     merger or consolidation with or into the Company or any Restricted
     Subsidiary; provided, however, that any such Lien may not extend to any
     other Property of the Company or any Restricted Subsidiary; provided
     further, however, that such Liens shall not have been Incurred in
     anticipation of or in connection with the transaction or series of
     transactions pursuant to which such Property was acquired by the Company or
     any Restricted Subsidiary;

          (j) Liens on the Property of a Person at the time such Person becomes
     a Restricted Subsidiary; provided, however, that any such Lien may not
     extend to any other Property of the Company or any other Restricted
     Subsidiary that is not a direct or, prior to such time, indirect Subsidiary
     of such Person; provided further, however, that any such Lien was not
     Incurred in anticipation of or in connection with the transaction or series
     of transactions pursuant to which such Person became a Restricted
     Subsidiary;

          (k) pledges or deposits by the Company or any Restricted Subsidiary
     under workmen's compensation laws, unemployment insurance laws or similar
     legislation, or good faith deposits in connection with bids, tenders,
     contracts (other than for the payment of Debt) or leases to which the
     Company or any Restricted Subsidiary or any Restricted Subsidiary is party,
     or deposits to secure public or statutory obligations of the Company or any
     Restricted Subsidiary, or deposits for the payment of rent, in each case
     Incurred in the ordinary course of business;

          (l) utility easements, building restrictions and such other
     encumbrances or charges against real Property as are of a nature generally
     existing with respect to properties of a similar character;

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


                                       24

<PAGE>

          (n) Liens arising by means of any judgment, decree or order of any
     court, to the extent not otherwise resulting in a Default, and any Liens
     that are required to protect or enforce rights in any administrative,
     arbitration or other court proceedings in the ordinary course of business;

          (o) any Lien securing Debt permitted to be Incurred under any Hedging
     Obligations pursuant to Section 4.09 or any collateral for such Debt to
     which the Hedging Obligations relate;

          (p) liens on and pledges of the Capital Stock of any Unrestricted
     Subsidiary to secure Debt of that Unrestricted Subsidiary;

          (q) (1) mortgages, liens, security interests, restrictions,
     encumbrances or any other matters of record that have been placed by any
     developer, landlord or other third party on property over which the Company
     or any Restricted Subsidiary has easement rights or on any real property
     leased by the Company or any Restricted Subsidiary or similar agreements
     relating thereto and (2) any condemnation or eminent domain proceedings or
     compulsory purchase order affecting real property;

          (r) Liens on the RHDI Senior Notes;

          (s) Liens existing on the Issue Date not otherwise described in
     clauses (a) through (r) above;

          (t) Liens in favor of the Company or any Restricted Subsidiary;

          (u) Liens on assets of a Securitization Entity Incurred in connection
     with a Qualified Securitization Transaction; and

          (v) Liens on the Property of the Company or any Restricted Subsidiary
     to secure any Refinancing of Debt, in whole or in part, secured by any Lien
     described in the foregoing clauses (h), (i) or (s), provided that any such
     Lien is limited to all or part of the same property or assets (plus
     improvements, accessions, proceeds or dividends or distributions in respect
     thereof) that secured the Debt being Refinanced.

          "Permitted Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as:

          (a) such Debt is in an aggregate principal amount (or if Incurred with
     original issue discount, an aggregate issue price) not in excess of the sum
     of:

               (1) the aggregate principal amount (or if Incurred with original
          issue discount, the aggregate accreted value) and any accrued but
          unpaid interest then outstanding of the Debt being Refinanced, and

               (2) an amount necessary to pay any fees and expenses, including
          premiums, tender and defeasance costs, related to such Refinancing,


                                       25

<PAGE>

          (b) in the case of the Refinancing of term Debt, the Average Life of
     such Debt is equal to or greater than the Average Life of the Debt being
     Refinanced,

          (c) in the case of the Refinancing of term Debt, the Stated Maturity
     of the Debt being Incurred is no earlier than the Stated Maturity of the
     Debt being Refinanced, and

          (d) in the case of the Refinancing of Debt of the Company:

               (1) the new Debt shall not be senior in right of payment of the
          Debt being Refinanced; and

               (2) if the Debt being Refinanced constitutes Subordinated
          Obligations of the Company, the new Debt shall be subordinated to the
          Senior Discount Notes at least to the same extent as the Subordinated
          Obligations;

provided, however, that Permitted Refinancing Debt shall not include:

          (x) Debt of a Restricted Subsidiary that Refinances Debt of the
     Company, or

          (y) Debt of the Company or a Restricted Subsidiary that Refinances
     Debt of an Unrestricted Subsidiary.

          "Person" means any individual, corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Physical Senior Discount Notes" means certificated Senior Discount
Notes in registered form in substantially the form set forth in Exhibit A.

          "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

          "Preferred Stock Dividends" means all dividends with respect to
Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary.

          "Prepayment Offer" has the meaning set forth in Section 4.12(d).

          "Private Placement Legend" means the legend initially set forth on the
Rule 144A Senior Discount Notes and other Senior Discount Notes that are
Restricted Senior Discount Notes in the form set forth in Exhibit B.

          "pro forma" means, with respect to any calculation made or required to
be made pursuant to the terms hereof a calculation performed in accordance with
the terms of this


                                       26

<PAGE>

Indenture and (to the extent not conflicting with such terms) Article 11 of
Regulation S-X promulgated under the Securities Act (as in effect on the Issue
Date).

          "Pro Forma EBITDA" means, for any period, the EBITDA of the Company
and its consolidated Restricted Subsidiaries after making the following
adjustments (without duplication):

          (a) pro forma effect shall be given to any Asset Sales or Investment
     (by merger or otherwise) in any Restricted Subsidiary (or any Person which
     becomes a Restricted Subsidiary) or any other acquisition of Property at
     any time on or subsequent to the first day of the period and on or prior to
     the date of determination as if such Asset Sale, Investment or other
     acquisition had occurred on the first day of the period. Any such pro forma
     calculations may include operating expense reductions (net of associated
     expenses) for such period resulting from the acquisition or other
     Investment which is being given pro forma effect that would be permitted
     pursuant to Rule 11-02 of Regulation S-X under the Securities Act (as in
     effect on the Issue Date). In addition, since the beginning of the period,
     if any Person that subsequently became a Restricted Subsidiary or was
     merged with or into such Person or any Restricted Subsidiary since the
     beginning of the period shall have made any Investment in any Person or
     made any acquisition, disposition, merger or consolidation that would have
     required adjustment pursuant to this definition, then Pro Forma EBITDA
     shall be calculated giving pro forma effect thereto for such period as if
     such Investment, acquisition, disposition, merger or consolidation had
     occurred at the beginning of the applicable period; and

          (b) in the event that pro forma effect is being given to any Repayment
     of Debt, Pro Forma EBITDA for such period shall be calculated as if such
     Person or such Restricted Subsidiary had not earned any interest income
     actually earned during such period in respect of the funds used to Repay
     such Debt.

          "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to the
indenture, the value of any Property shall be its Fair Market Value.

          "Purchase Date" has the meaning set forth in Section 4.12(e).

          "Purchase Money Debt" means Debt secured by a Lien:

          (a) consisting of the deferred purchase price of property, conditional
     sale obligations, obligations under any title retention agreement, other
     purchase money obligations and obligations in respect of industrial revenue
     bonds, in each case where the maturity of such Debt does not exceed the
     anticipated useful life of the Property being financed, and

          (b) Incurred to finance the acquisition, construction or lease by the
     Company or a Restricted Subsidiary of such Property, including additions
     and improvements thereto;


                                       27

<PAGE>

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction or lease of such Property by the
Company or such Restricted Subsidiary.

          "Qualified Equity Offering" means any public or private offering for
cash of Capital Stock (other than Disqualified Stock) of the Company other than
(i) public offerings of Capital Stock registered on Form S-8 or (ii) other
issuances upon the exercise of options of employees of the Company or any of its
Subsidiaries.

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

          "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Company or any Restricted
Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell,
convey or otherwise transfer to (a) a Securitization Entity (in the case of a
transfer by the Company or of any Restricted Subsidiary) and (b) any other
Person (in the case of a transfer by a Securitization Entity), or may grant a
security interest in, Receivables and Related Assets.

          "Rating Agencies" mean Moody's or S&P or, if neither Moody's nor S&P
shall make a rating on the Senior Discount Notes publicly available, a
nationally recognized statistical rating agency or agencies, as the case may be,
selected by the Company which shall be substituted for Moody's or S&P or both,
as the case may be.

          "Receivables and Related Assets" means any account receivable (whether
now existing or arising thereafter) of the Company or any Restricted Subsidiary,
and any assets related thereto including all collateral securing such accounts
receivable, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interest are customarily granted in connection with asset
securitization transaction involving accounts receivable.

          "Redemption Date" when used with respect to any Senior Discount Note
to be redeemed pursuant to paragraph 5 of the Senior Discount Notes means the
date fixed for such redemption pursuant to the terms of the Senior Discount
Notes.

          "Refinance" means, in respect of any Debt, to refinance, extend,
renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue
other Debt, in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

          "Registrar" has the meaning set forth in Section 2.04.

          "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, between RHD and the Initial Purchasers
regarding the offering of the Finance Corp. Senior Notes, the Senior Discount
Notes and the RHD Discount Notes.

          "Regulation S" means Regulation S promulgated under the Securities
Act.


                                       28

<PAGE>

          "Regulation S Global Senior Discount Note" has the meaning set forth
in Securities Act.

          "Regulation S Senior Discount Notes" has the meaning set forth in
Section 2.02.

          "Related Business" means any business that is related, ancillary or
complementary to the business of RHD or any of its Subsidiaries on the Issue
Date or any reasonable extension, development or expansion of the business of
RHD or its Subsidiaries, including any business (including the business of Dex
Media and its subsidiaries) acquired pursuant to any Acquisition.

          "Repay" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have correlative meanings. For purposes of Section 4.12 and the definition
of "Leverage Ratio," Debt shall be considered to have been Repaid only to the
extent the related loan commitment, if any, shall have been permanently reduced
in connection therewith.

          "Required Filing Dates" has the meaning set forth in Section 4.16.

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer in the Corporate Trust Office of the Trustee including any
vice president, assistant vice president or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, and to whom any corporate trust
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

          "Restricted Global Senior Discount Note" has the meaning set forth in
Section 2.16.

          "Restricted Payment" means:

          (a) any dividend or distribution (whether made in cash, securities or
     other Property) declared or paid by the Company or any Restricted
     Subsidiary on or with respect to any shares of Capital Stock of the Company
     or any Restricted Subsidiary, except for any dividend or distribution that
     is made solely to the Company or a Restricted Subsidiary (and, if such
     Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the
     other shareholders of such Restricted Subsidiary on a pro rata basis or on
     a basis that results in the receipt by the Company or a Restricted
     Subsidiary of dividends or distributions of greater value than it would
     receive on a pro rata basis) or any dividend or distribution payable solely
     in shares of Capital Stock (other than Disqualified Stock) of the Company
     or in options, warrants or other rights to acquire shares of Capital Stock
     (other than Disqualified Stock) of the Company;

          (b) the purchase, repurchase, redemption, acquisition or retirement
     for value of any Capital Stock of the Company or any Restricted Subsidiary
     (other than from the Company or a Restricted Subsidiary or any entity that
     becomes a Restricted Subsidiary as a result of such transactions) or
     securities exchangeable for or convertible into any such


                                       29

<PAGE>

     Capital Stock, including the exercise of any option to exchange any Capital
     Stock (other than for or into Capital Stock of the Company that is not
     Disqualified Stock);

          (c) the purchase, repurchase, redemption, acquisition or retirement
     for value, prior to the date for any scheduled maturity, sinking fund or
     amortization or other installment payment, of any Subordinated Obligation
     (other than the purchase, repurchase or other acquisition of any
     Subordinated Obligation purchased in anticipation of satisfying a scheduled
     maturity, sinking fund or amortization or other installment obligation, in
     each case due within one year of the date of acquisition);

          (d) any Investment (other than Permitted Investments and guarantees by
     Restricted Subsidiaries of Debt Incurred pursuant to Section 4.09) in any
     Person; or

          (e) the issuance, sale or other disposition of Capital Stock of any
     Restricted Subsidiary to a Person (other than the Company or another
     Restricted Subsidiary) if the result thereof is that such Restricted
     Subsidiary shall cease to be a Subsidiary of the Company, in which event
     the amount of such "Restricted Payment" shall be the Fair Market Value of
     the remaining interest, if any, in such former Restricted Subsidiary held
     by the Company and the other Restricted Subsidiaries.

          "Restricted Period" has the meaning set forth in Section 2.17.

          "Restricted Senior Discount Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Senior Discount Note is a
Restricted Senior Discount Note.

          "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

          "Revenue Participation Agreement" means the Revenue Participation
Agreement, dated as of August 19, 1997, between Apil Partners Partnership and
RHD.

          "RHD" means R.H. Donnelley Corporation, a Delaware corporation, until
a successor replaces such party pursuant to Article Five and thereafter means
the successor.

          "RHD Discount Notes" means the senior notes due 2013 issued by RHD on
January 27, 2006 under the Indenture, dated January 27, 2006, by and among RHD
and The Bank of New York, as trustee.

          "RHD Existing Notes" means the RHD Existing Senior Notes and the RHDI
Existing Notes.

          "RHD Existing Senior Notes" means the 6.875% Senior Notes due 2013
issued by RHD on January 14, 2005 outstanding on the Issue Date.

          "RHD Merger" means the merger of Finance Corp. with and into RHD
immediately following the Dex Media Merger.


                                       30

<PAGE>

          "RHDI" means R.H. Donnelley Inc., a Delaware corporation.

          "RHDI Credit Facility" means that certain Second Amended and Restated
Credit Agreement, dated as of December 13, 2005, by and among, RHDI, as
borrower, RHD, the lenders from time to time parties thereto, J.P. Morgan
Securities Inc. and Deutsche Bank Trust Company Americas, as co-lead arrangers
and joint bookrunners, J.P. Morgan Chase Bank, N.A., as syndication agent, Bear
Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman
Sachs Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National
Association, as co-documentation agents and Deutsche Bank Trust Company
Americas, as administrative agent, as such may be amended, modified or
supplemented from time to time, or one or more debt or commercial paper
facilities or other instruments with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit,
or other forms of guarantees or assurances that one or more times refinances,
replaces, supplements, modifies or amends such credit facility or debentures or
other debt securities.

          "RHDI Existing Notes" means the RHDI Senior Notes and the RHDI Senior
Subordinated Notes.

          "RHDI Senior Notes" means the 8 7/8% Senior Secured Notes due 2010
issued by RHDI to the extent outstanding on the Issue Date.

          "RHDI Senior Subordinated Notes" means the 10 7/8% Senior Subordinated
Notes due 2012 issued by RHDI outstanding on the Issue Date.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 144A Senior Discount Notes" has the meaning set forth in Section
2.02.

          "SBC Acquisition" means the acquisition of SBC Communications Inc.'s
directory publishing business in Illinois and Northwest Indiana pursuant to the
Purchase Agreement dated as of July 28, 2004, as amended to date, by and among
RHD, Ameritech Corporation and Ameritech Publishing Inc.

          "SEC" means the U.S. Securities and Exchange Commission.

          "Securities Act" means the U.S. Securities Act of 1933.

          "Secured Debt" means any Debt secured by a Lien.

          "Securitization Entity" means a Wholly Owned Restricted Subsidiary (or
a Wholly Owned Subsidiary of another Person in which the Company or any
Subsidiary of the Company makes an Investment and to which the Company or any
Subsidiary of the Company transfers Receivables and Related Assets) that engages
in no activities other than in connection


                                       31

<PAGE>

with the financing of accounts receivable and that is designated by the Board of
Directors of the Company (as provided below) as a Securitization Entity and:

          (a) no portion of the Debt or any other obligations (contingent or
     otherwise) of which:

               (1) is guaranteed by the Company or any Restricted Subsidiary
          (excluding guarantees (other than the principal of, and interest on,
          Debt) pursuant to Standard Securitization Undertakings);

               (2) is recourse to or obligates the Company or any Restricted
          Subsidiary (other than such Securitization Entity) in any way other
          than pursuant to Standard Securitization Undertakings; or

               (3) subjects any property or asset of the Company or any
          Restricted Subsidiary (other than such Securitization Entity),
          directly or indirectly, contingently or otherwise, to the satisfaction
          thereof, other than pursuant to Standard Securitization Undertakings;

          (b) with which neither the Company nor any Restricted Subsidiary
     (other than such Securitization Entity) has any material contract,
     agreement, arrangement or understanding other than on terms no less
     favorable to the Company or such Restricted Subsidiary than those that
     might be obtained at the time from Persons that are not Affiliates of the
     Company, other than fees payable in the ordinary course of business in
     connection with servicing accounts receivable of such entity; and

          (c) to which neither the Company nor any Restricted Subsidiary (other
     than such Securitization Entity) has any obligation to maintain or preserve
     such entity's financial condition or cause such entity to achieve certain
     levels of operating results.

          Any designation of a Subsidiary as a Securitization Entity shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Company giving effect to the
designation and an Officers' Certificate certifying that the designation
complied with the preceding conditions and was permitted by this Indenture.

          "Senior Discount Notes" means the 6.875% Series A-2 Senior Discount
Notes Due 2013, including, without limitation, the Exchange Securities, treated
as a single class of securities, as amended from time to time in accordance with
the terms hereof, that are issued pursuant to this Indenture.

          "Senior Discount Notes Escrow Agreement" means the Pledge and Escrow
Agreement dated January 27, 2006 by and among RHD, Finance Corp., the Trustee
and J.P. Morgan Trust Company, National Association, a national banking
association, as escrow agent and securities intermediary regarding the Senior
Discount Notes.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.


                                       32

<PAGE>

          "S&P" means Standard and Poor's Ratings Group and any successor to its
rating agency business.

          "Special Redemption Date" has the meaning set forth in Exhibit A.

          "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are reasonably customary in an accounts receivable
securitization transaction, including, without limitation, servicing of the
obligations thereunder.

          "Stated Maturity" means (a) with respect to any debt security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the Company unless such
contingency has occurred) and (b) with respect to any scheduled installment of
principal of or interest on any debt security, the date specified in such debt
security as the fixed date on which such installment is due and payable.

          "Stock Purchase Agreement" means the Stock Purchase and Support
Agreement dated as of October 3, 2005 by and among RHD, RHDI and certain
stockholders of RHD listed as signatories thereto regarding, among other things,
the purchase of the Preferred Stock held by affiliates of Goldman Sachs & Co.

          "Subordinated Obligation" means any Debt of the Company (whether
outstanding on the Issue Date or thereafter Incurred) that is subordinate or
junior in right of payment to the Senior Discount Notes pursuant to a written
agreement to that effect.

          "Subsidiary" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by:

          (a) such Person,

          (b) such Person and one or more Subsidiaries of such Person, or

          (c) one or more Subsidiaries of such Person.

          "Surviving Person" has the meaning set forth in Section 5.01.

          "Temporary Cash Investments" means:

          (a) any Government Obligation, maturing not more than one year after
     the date of acquisition, issued by the United States or an instrumentality
     or agency thereof, and constituting a general obligation of the United
     States;


                                       33

<PAGE>

          (b) any certificate of deposit, maturing not more than one year after
     the date of acquisition, issued by, or time deposit of, a commercial
     banking institution that is a member of the U.S. Federal Reserve System and
     that has combined capital and surplus and undivided profits of not less
     than $500 million, whose debt has a rating, at the time as of which any
     investment therein is made, of "P-1" (or higher) according to Moody's or
     any successor rating agency or "A-1" (or higher) according to S&P or any
     successor rating agency (or, in the case of foreign Subsidiaries of the
     Company, any local office of any commercial bank organized under the laws
     of the relevant jurisdiction or any political subdivision thereof which has
     a combined capital surplus and undivided profits in excess of $500 million
     (or the foreign currency equivalent thereof);

          (c) commercial paper, maturing not more than one year after the date
     of acquisition, issued by a corporation (other than an Affiliate or
     Subsidiary of the Company) organized and existing under the laws of the
     United States, any state thereof or the District of Columbia with a rating,
     at the time as of which any investment therein is made, of "P-1" (or
     higher) according to Moody's or "A-1" (or higher) according to S & P;

          (d) any money market deposit accounts issued or offered by a
     commercial bank organized in the United States having capital and surplus
     and undivided profits in excess of $500 million; provided that the
     short-term debt of such commercial bank has a rating, at the time of
     Investment, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
     according to S & P;

          (e) repurchase obligations and reverse repurchase obligations with a
     term of not more than 30 days for underlying securities of the types
     described in clause (a) or (b) entered into with a bank meeting the
     qualifications described in clause (b) above;

          (f) investments in securities with maturities of one year or less from
     the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States, or by any political
     subdivision or taxing authority thereof, and rated at least "A-1" by S&P or
     "P-1" by Moody's;

          (g) interests in funds investing substantially all their assets in
     securities of the types described in clauses (a) through (f); and

          (h) interests in mutual funds with a rating of AAA- or higher that
     invest all of their assets in short-term securities, instruments and
     obligations which carry a minimum rating of "A-2" or "P-2" and which are
     managed by a bank meeting the qualifications in clause (b) above.

          "Tender Offer and Consent Solicitation" means the tender offer and
consent solicitation by RHDI launched on November 21, 2005 to repurchase the
RHDI Senior Notes whereby $317.1 million of the RHDI Senior Notes were tendered
by the expiration date of such tender offer and consent solicitation.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.03).


                                       34

<PAGE>

          "Transactions" means the Tender Offer and Consent Solicitation, the
issuance of the RHD Discount Notes, the Finance Corp. Senior Notes and the
Senior Discount Notes, the Merger and the transactions contemplated by the
Finance Corp. Senior Notes Escrow Agreement, the Senior Discount Notes Escrow
Agreement and the Credit Facilities.

          "Treasury Rate" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to January 15, 2009;
provided, however, that if the period from the redemption date to January 15,
2009, is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

          "Unrestricted Subsidiary" means:

          (a) any Subsidiary of the Company that at the time of determination
     will be designated as an Unrestricted Subsidiary as permitted or required
     pursuant to Section 4.14 and is not thereafter redesignated as a Restricted
     Subsidiary as permitted pursuant thereto; and

          (b) any Subsidiary of an Unrestricted Subsidiary.

          "Voting Stock" of any Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

          "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares
and shares required by applicable law to be held by a person other than the
Company or a Restricted Subsidiary) is at such time owned, directly or
indirectly, by the Company and its other Wholly Owned Subsidiaries.

          SECTION 1.02 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

          "indenture securities" means the Senior Discount Notes.

          "indenture securityholder" means a Holder.


                                       35

<PAGE>

          "indenture to be qualified" means this Indenture.

          "obligor on this indenture securities" means the Company or any other
obligor on the Senior Discount Notes.

          All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by Commission rule
have the meanings therein assigned to them.

          SECTION 1.03 Rules of Construction.

          Unless the context otherwise requires:

          (A) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

          (B) "or" is not exclusive;

          (C) words in the singular include the plural, and in the plural
     include the singular;

          (D) words used herein implying any gender shall apply to both genders;

          (E) "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or other
     subsection;

          (F) unless otherwise specified herein, all accounting terms used
     herein shall be interpreted, all accounting determinations hereunder shall
     be made, and all financial statements required to be delivered hereunder
     shall be prepared in accordance with GAAP as in effect on the Issue Date;

          (G) "$," "U.S. Dollars" and "United States Dollars" each refer to
     United States dollars, or such other money of the United States that at the
     time of payment is legal tender for payment of public and private debts;
     and

          (H) whenever in this Indenture there is mentioned, in any context,
     principal, interest or any other amount payable under or with respect to
     any Senior Discount Note, such mention shall be deemed to include mention
     of the payment of Additional Interest to the extent that, in such context,
     Additional Interest are, were or would be payable in respect thereof.


                                       36

<PAGE>

                                   ARTICLE TWO

                                 THE SECURITIES

          SECTION 2.01 Amount of Senior Discount Notes.

          The Trustee shall initially authenticate $660 million aggregate
principal amount at maturity of Senior Discount Notes for original issue on the
Issue Date upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate additional Senior Discount Notes ("Additional Senior Discount
Notes") thereafter in unlimited aggregate principal amount at maturity (so long
as permitted by the terms of this Indenture, including, without limitation,
Section 4.09) for original issue upon a written order of the Company in the form
of an Officers' Certificate in aggregate principal amount at maturity as
specified in such order (other than as provided in Section 2.08). The Senior
Discount Notes may be issued in one or more series; provided, however, that any
Senior Discount Notes issued with original issue discount ("OID") for Federal
income tax purposes shall not be issued as part of the same series as any Senior
Discount Notes that are issued with a different amount of OID or are not issued
with OID. Each such written order shall specify the amount of Senior Discount
Notes to be authenticated and the date on which the Senior Discount Notes are to
be authenticated.

          SECTION 2.02 Form and Dating.

          The Senior Discount Notes and the Trustee's certificate of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is incorporated in and forms a part of this Indenture. The
Senior Discount Notes may have notations, legends or endorsements required by
law, rule or usage to which the Company is subject. Without limiting the
generality of the foregoing, Senior Discount Notes offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A ("Rule 144A Senior Discount
Notes") shall bear the legend and include the form of assignment set forth in
Exhibit B, Senior Discount Notes offered and sold in offshore transactions in
reliance on Regulation S ("Regulation S Senior Discount Notes") shall bear the
legend and include the form of assignment set forth in Exhibit C. Each Senior
Discount Note shall be dated the date of its authentication.

          The terms and provisions contained in the Senior Discount Notes shall
constitute, and are expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby.

          The Senior Discount Notes may be presented for registration of
transfer and exchange at the offices of the Registrar.

          SECTION 2.03 Execution and Authentication.

          The Senior Discount Notes shall be executed on behalf of the Company
by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President or any Vice President. The signature of any of these officers on the
Senior Discount Notes may be manual or facsimile.


                                       37

<PAGE>

          If an Officer whose signature is on a Senior Discount Note was an
Officer at the time of such execution but no longer holds that office at the
time the Trustee authenticates the Senior Discount Note, the Senior Discount
Note shall be valid nevertheless.

          No Senior Discount Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Senior Discount Note a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Senior Discount Note shall be conclusive evidence, and the
only evidence, that such Senior Discount Note has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Senior Discount Note
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Senior Discount Note to the
Trustee for cancellation as provided in Section 2.12, for all purposes of this
Indenture such Senior Discount Note shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

          The Senior Discount Notes shall be issuable only in fully registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.

          SECTION 2.04 Registrar and Paying Agent.

          The Company shall maintain an office or agency where Senior Discount
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and an office or agency where Senior Discount Notes may be
presented for payment (the "Paying Agent") and an office or agency where notices
and demands to or upon the Company, if any, in respect of the Senior Discount
Notes and this Indenture may be served. The Registrar shall keep a register of
the Senior Discount Notes and of their transfer and exchange. The Company may
have one or more additional Paying Agents. The term "Paying Agent" includes any
additional Paying Agent.

          The Company shall enter into an appropriate agency agreement, which
shall incorporate the provisions of the TIA, with any Agent that is not a party
to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

          The Company initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demands in connection with the Senior
Discount Notes and this Indenture and the Company may change the Paying Agent
without prior notice to the Holders. The Company or any of its Subsidiaries may
act as Paying Agent.

          SECTION 2.05 Paying Agent To Hold Money in Trust.

          Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of or premium or interest on the Senior Discount Notes (whether such money has
been paid to it by the Company or any other obligor on the Senior Discount
Notes), and the Company and the Paying Agent shall notify the


                                       38

<PAGE>

Trustee of any default by the Company (or any other obligor on the Senior
Discount Notes) in making any such payment. Money held in trust by the Paying
Agent need not be segregated except as required by law and in no event shall the
Paying Agent be liable for any interest on any money received by it hereunder;
provided that if the Company or an Affiliate thereof acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require the Paying Agent to pay all
money held by it to the Trustee and account for any funds disbursed and the
Trustee may at any time during the continuance of any Event of Default specified
in Section 6.01(1) or (2), upon written request to the Paying Agent, require
such Paying Agent to pay forthwith all money so held by it to the Trustee and to
account for any funds disbursed. Upon making such payment, the Paying Agent
shall have no further liability for the money delivered to the Trustee.

          SECTION 2.06 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. If the Trustee is not the Registrar, the Company shall furnish to
the Trustee at least five Business Days before each Interest Payment Date, and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

          SECTION 2.07 Transfer and Exchange.

          Subject to Sections 2.16 and 2.17, when Senior Discount Notes are
presented to the Registrar with a request from the Holder of such Senior
Discount Notes to register a transfer or to exchange them for an equal principal
amount at maturity of Senior Discount Notes of other authorized denominations,
the Registrar shall register the transfer as requested. Every Senior Discount
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall issue and execute and the Trustee
shall authenticate new Senior Discount Notes evidencing such transfer or
exchange at the Registrar's request. No service charge shall be made to the
Holder for any registration of transfer or exchange. The Company may require
from the Holder payment of a sum sufficient to cover any transfer taxes or other
governmental charge that may be imposed in relation to a transfer or exchange,
but this provision shall not apply to any exchange pursuant to Section 2.11,
3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible for
the payment of such taxes). The Registrar shall not be required to exchange or
register a transfer of any Senior Subordinated Note for a period of 15 days
immediately preceding the redemption of Senior Subordinated Notes, except the
unredeemed portion of any Senior Subordinated Note being redeemed in part.

          Any Holder of the Global Senior Discount Note shall, by acceptance of
such Global Senior Discount Note, agree that transfers of the beneficial
interests in such Global Senior Discount Note may be effected only through a
book entry system maintained by the


                                       39

<PAGE>

Holder of such Global Senior Note (or its agent), and that ownership of a
beneficial interest in the Global Senior Discount Note shall be required to be
reflected in a book entry.

          Except as expressly provided herein, neither the Trustee nor the
Registrar shall have any duty to monitor the Company's compliance with or have
any responsibility with respect to the Company's compliance with any Federal or
state securities laws.

          SECTION 2.08 Replacement Senior Discount Notes.

          If a mutilated Senior Discount Note is surrendered to the Registrar or
the Trustee, or if the Holder of a Senior Discount Note claims that the Senior
Discount Note has been lost, destroyed or wrongfully taken, the Company shall
issue and the Trustee shall authenticate a replacement Senior Discount Note if
the Holder of such Senior Discount Note furnishes to the Company and the Trustee
evidence reasonably acceptable to them of the ownership and the destruction,
loss or theft of such Senior Discount Note and if the requirements of Section
8-405 of the New York Uniform Commercial Code as in effect on the date of this
Indenture are met. If required by the Trustee or the Company, an indemnity bond
shall be posted, sufficient in the judgment of all to protect the Company, the
Trustee or any Paying Agent from any loss that any of them may suffer if such
Senior Discount Note is replaced. The Company may charge such Holder for the
Company's reasonable out-of-pocket expenses in replacing such Senior Discount
Note and the Trustee may charge the Company for the Trustee's expenses
(including, without limitation, attorneys' fees and disbursements) in replacing
such Senior Discount Note. Every replacement Senior Discount Note shall
constitute a contractual obligation of the Company.

          SECTION 2.09 Outstanding Senior Discount Notes.

          The Senior Discount Notes outstanding at any time are all Senior
Discount Notes that have been authenticated by the Trustee except for (a) those
canceled by it, (b) those delivered to it for cancellation, (c) to the extent
set forth in Sections 9.01 and 9.02, on or after the date on which the
conditions set forth in Section 9.01 or 9.02 have been satisfied, those Senior
Discount Notes theretofore authenticated and delivered by the Trustee hereunder
and (d) those described in this Section 2.09 as not outstanding. Subject to
Section 2.10, a Senior Discount Note does not cease to be outstanding because
the Company or one of its Affiliates holds the Senior Discount Note.

          If a Senior Discount Note is replaced pursuant to Section 2.08, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Senior Discount Note is held by a bona fide purchaser in whose
hands such Senior Discount Note is a legal, valid and binding obligation of the
Company.

          If the Paying Agent holds, in its capacity as such, on any Maturity
Date, money sufficient to pay all accrued interest and principal with respect to
the Senior Discount Notes payable on that date and is not prohibited from paying
such money to the Holders thereof pursuant to the terms of this Indenture, then
on and after that date such Senior Discount Notes cease to be outstanding and
interest on them ceases to accrue.


                                       40

<PAGE>

          SECTION 2.10 Treasury Notes.

          In determining whether the Holders of the required principal amount at
maturity of Senior Discount Notes have concurred in any declaration of
acceleration or notice of default or direction, waiver or consent or any
amendment, modification or other change to this Indenture, Senior Discount Notes
owned by the Company or any other Affiliate of the Company shall be disregarded
as though they were not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent or any amendment, modification or other change to this Indenture,
only Senior Discount Notes as to which a Responsible Officer of the Trustee has
actually received an Officers' Certificate stating that such Senior Discount
Notes are so owned shall be so disregarded. Senior Discount Notes so owned which
have been pledged in good faith shall not be disregarded if the pledgee
established to the satisfaction of the Trustee the pledgee's right so to act
with respect to the Senior Discount Notes and that the pledgee is not the
Company or any other obligor on the Senior Discount Notes or any of their
respective Affiliates.

          SECTION 2.11 Temporary Senior Discount Notes.

          Until definitive Senior Discount Notes are prepared and ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Senior Discount Notes. Temporary Senior Discount Notes shall be substantially in
the form of definitive Senior Discount Notes but may have variations that the
Company considers appropriate for temporary Senior Discount Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Senior Discount Notes in exchange for temporary Senior Discount
Notes. Until such exchange, temporary Senior Discount Notes shall be entitled to
the same rights, benefits and privileges as definitive Senior Discount Notes.

          SECTION 2.12 Cancellation.

          The Company at any time may deliver Senior Discount Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Senior Discount Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee shall cancel all Senior Discount
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall deliver such canceled Senior Discount Notes to the
Company. The Company may not reissue or resell, or issue new Senior Discount
Notes to replace, Senior Discount Notes that the Company has redeemed or paid,
or that have been delivered to the Trustee for cancellation.

          SECTION 2.13 Defaulted Interest.

          If the Company defaults on a payment of interest on the Senior
Discount Notes, it shall pay the defaulted interest, plus (to the extent
permitted by law) any interest payable on the defaulted interest, in accordance
with the terms hereof, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Company shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Company shall mail to each Holder a notice that states the
special record date, the payment date and the amount


                                       41

<PAGE>

of defaulted interest, and interest payable on defaulted interest, if any, to be
paid. The Company may make payment of any defaulted interest in any other lawful
manner not inconsistent with the requirements (if applicable) of any securities
exchange on which the Senior Discount Notes may be listed and, upon such notice
as may be required by such exchange, if, after written notice given by the
Company to the Trustee of the proposed payment pursuant to this sentence, such
manner of payment shall be deemed practicable by the Trustee.

          SECTION 2.14 CUSIP Number.

          The Company in issuing the Senior Discount Notes may use a "CUSIP"
number, and if so, such CUSIP number shall be included in notices of redemption
or exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Senior Discount Notes, and that reliance
may be placed only on the other identification numbers printed on the Senior
Discount Notes. The Company shall promptly notify the Trustee of any such CUSIP
number used by the Company in connection with the issuance of the Senior
Discount Notes and of any change in the CUSIP number.

          SECTION 2.15 Deposit of Moneys.

          Prior to 10:00 a.m., New York City time, on each Interest Payment Date
and Maturity Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date or Maturity Date, as the case may be, in a timely
manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or Maturity Date, as the case may be. The principal and
interest on Global Senior Discount Notes shall be payable to the Depository or
its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Global Senior Discount Notes represented thereby. The principal
and interest on Physical Senior Discount Notes shall be payable, either in
person or by mail, at the office of the Paying Agent.

          SECTION 2.16 Book-Entry Provisions for Global Senior Discount Notes.

          (a) Rule 144A Senior Discount Notes shall be represented by one or
more Senior Discount Notes in registered, global form without interest coupons
(collectively, the "Restricted Global Senior Discount Note"). Regulation S
Senior Discount Notes initially shall be represented by one or more Senior
Discount Notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Senior Discount Note," and, together
with the Restricted Global Senior Discount Note and any other global notes
representing Senior Discount Notes, the "Global Senior Discount Notes"). The
Global Senior Discount Notes shall bear legends as set forth in Exhibit D. The
Global Senior Discount Notes initially shall (i) be registered in the name of
the Depository or the nominee of such Depository, in each case for credit to an
account of an Agent Member (or, in the case of the Regulation S Global Senior
Discount Notes, of Euroclear System ("Euroclear") and Clearstream Banking
Luxembourg ("Clearstream")), (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear legends as set forth in Exhibit B with respect to
Restricted Global Senior Discount Notes and Exhibit C with respect to Regulation
S Global Senior Discount Notes.


                                       42

<PAGE>

          Members of, or direct or indirect participants in, the Depository
("Agent Members") shall have no rights under this Indenture with respect to any
Global Senior Discount Note held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Senior Discount Notes, and the
Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Global Senior Discount Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization (which
may be in electronic form) furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Senior Discount Note.

          (b) Transfers of Global Senior Discount Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Senior
Discount Notes may be transferred or exchanged for Physical Senior Discount
Notes in accordance with the rules and procedures of the Depository and the
provisions of Section 2.17. In addition, a Global Senior Discount Note shall be
exchangeable for Physical Senior Discount Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as depository
for such Global Senior Discount Note or (y) has ceased to be a clearing agency
registered under the Exchange Act, and, with respect to (x) or (y), the Company
thereupon fails to appoint a successor depository within 90 days of such notice
or cessation, (ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause the issuance of such Physical Senior Discount Notes in
exchange for any or all of the Senior Discount Notes represented by the Global
Senior Discount Notes or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Senior Discount Notes. In all cases,
Physical Senior Discount Notes delivered in exchange for any Global Senior
Discount Note or beneficial interests therein shall be registered in the names,
and issued in any approved denominations, requested by or on behalf of the
Depository (in accordance with its customary procedures).

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Senior Discount Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Senior
Discount Notes are to be issued) reflect on its books and records the date and a
decrease in the principal amount at maturity of the Global Senior Discount Note
in an amount equal to the principal amount at maturity of the beneficial
interest in the Global Senior Discount Note to be transferred, and the Company
shall execute, and the Trustee shall upon receipt of a written order from the
Company authenticate and make available for delivery, one or more Physical
Senior Discount Notes of like tenor and amount.

          (d) In connection with the transfer of Global Senior Discount Notes as
an entirety to beneficial owners pursuant to paragraph (b), the Global Senior
Discount Notes shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in writing in
exchange for its beneficial interest in the Global Senior Discount Notes, an
equal aggregate principal amount at maturity of Physical Senior Discount Notes
of authorized denominations.


                                       43

<PAGE>

          (e) Any Physical Senior Discount Note constituting a Restricted Senior
Discount Note delivered in exchange for an interest in a Global Senior Discount
Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided
by paragraph (c) of Section 2.17, bear the Private Placement Legend or, in the
case of the Regulation S Global Senior Discount Note, the legend set forth in
Exhibit C, in each case, unless the Company determine otherwise in compliance
with applicable law.

          (f) Any beneficial interest in one of the Global Senior Discount Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Senior Discount Note shall, upon transfer, cease to be an
interest in such Global Senior Discount Note and become an interest in such
other Global Senior Discount Note and, accordingly, shall thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Senior Discount Note for as long as it remains
such an interest.

          (g) The Holder of any Global Senior Discount Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Senior Discount Notes.

          SECTION 2.17 Special Transfer Provisions.

          (a) Transfers to QIBs. The following provisions shall apply with
respect to the registration or any proposed registration of transfer of a Senior
Discount Note constituting a Restricted Senior Discount Note to a QIB (excluding
transfers to Non-U.S. Persons):

               (i) the Registrar shall register the transfer if such transfer is
          being made by a proposed transferor who has checked the box provided
          for on such Holder's Senior Discount Note stating, or to a transferee
          who has advised the Company and the Registrar in writing, that it is
          purchasing the Senior Discount Note for its own account or an account
          with respect to which it exercises sole investment discretion and that
          it and any such account is a QIB within the meaning of Rule 144A, and
          is aware that the sale to it is being made in reliance on Rule 144A
          and acknowledges that it has received such information regarding the
          Company as it has requested pursuant to Rule 144A or has determined
          not to request such information and that it is aware that the
          transferor is relying upon its foregoing representations in order to
          claim the exemption from registration provided by Rule 144A; and

               (ii) if the proposed transferee is an Agent Member, and the
          Senior Discount Notes to be transferred consist of Physical Senior
          Discount Notes which after transfer are to be evidenced by an interest
          in the Global Senior Discount Note, upon receipt by the Registrar of
          instructions given in accordance with the Depository's and the
          Registrar's procedures, the Registrar shall reflect on its books and
          records the date and an increase in the principal amount at maturity
          of the Global Senior Discount Note in an amount equal to the principal
          amount at maturity of the Physical Senior Discount Notes to be
          transferred, and the Trustee shall cancel the Physical Senior Discount
          Notes so transferred.


                                       44

<PAGE>

          (b) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Senior Discount Note constituting a
Restricted Senior Discount Note to any Institutional Accredited Investor which
is not a QIB or to any Non-U.S. Person:

               (i) the Registrar shall register the transfer of any Senior
          Discount Note constituting a Restricted Senior Discount Note whether
          or not such Senior Discount Note bears the Private Placement Legend,
          if (x) the requested transfer is after the second anniversary of the
          Issue Date (provided, however, that neither the Company nor any
          Affiliate of the Company has held any beneficial interest in such
          Senior Discount Note, or portion thereof, at any time on or prior to
          the second anniversary of the Issue Date) or (y)(1) in the case of a
          transfer to an Institutional Accredited Investor which is not a QIB
          (excluding Non-U.S. Persons), the proposed transferee has delivered to
          the Registrar a certificate substantially in the form of Exhibit F
          hereto and any legal opinions and certifications required thereby or
          (2) in the case of a transfer to a Non-U.S. Person, the proposed
          transferor has delivered to the Registrar a certificate substantially
          in the form of Exhibit E hereto; and

               (ii) if the proposed transferor is a Participant holding a
          beneficial interest in the Global Senior Discount Note, upon receipt
          by the Registrar of (x) the certificate, if any, required by Section
          2.17(b)(i) and (y) written instructions given in accordance with the
          Depositary's and the Registrar's procedures; whereupon (a) the
          Registrar shall reflect on its books and records the date and (if the
          transfer does not involve a transfer of outstanding Physical Senior
          Discount Notes) a decrease in the principal amount at maturity of such
          Global Senior Discount Note in an amount equal to the principal amount
          at maturity of the beneficial interest in the Global Senior Discount
          Note to be transferred and (b) the Company shall execute and the
          Trustee shall authenticate and deliver, one or more Physical Senior
          Discount Notes of like tenor and amount; and

               (iii) in the case of a transfer to a Non-U.S. Person, if the
          proposed transferee is a Participant, and the Senior Discount Notes to
          be transferred consist of Physical Senior Discount Notes which after
          transfer are to be evidenced by an interest in a Regulation S Global
          Senior Discount Note, upon receipt by the Registrar of written
          instructions given in accordance with the Depositary's and the
          Registrar's procedures, the Registrar shall reflect on its books and
          records the date and an increase in the principal amount at maturity
          of such Regulation S Global Senior Discount Note in an amount equal to
          the principal amount at maturity of Physical Senior Discount Notes to
          be transferred, and the Trustee shall cancel the Physical Senior
          Discount Notes so transferred.

          (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Senior Discount Notes not bearing the Private
Placement Legend, the Registrar shall deliver Senior Discount Notes that do not
bear the Private Placement Legend. Upon the registration of transfer, exchange
or replacement of Senior Discount Notes bearing the Private Placement Legend,
the Registrar shall deliver only Senior Discount Notes that bear the Private


                                       45

<PAGE>

Placement Legend unless (i) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act or
(ii) such Senior Discount Note has been sold pursuant to an effective
registration statement under the Securities Act and the Registrar has received
an Officers' Certificate from the Company to such effect or (iii) the requested
transfer is after the second anniversary of the Issue Date (provided, however,
that neither the Company nor an Affiliate of the Company has held any beneficial
interest in such Senior Discount Note or portion thereof at any time since the
Issue Date).

          (d) On or prior to the 40th day after the later of the commencement of
the offering of the Senior Discount Notes represented by the Regulation S Global
Senior Discount Note and the issue date of such Senior Discount Note (such
period through and including such 40th day, the "Restricted Period"), a
beneficial interest in a Regulation S Global Senior Discount Note may be
transferred to a Person who takes delivery in the form of an interest in the
corresponding Restricted Global Senior Discount Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such
transfer is being made (i)(a) to a Person that the transferor reasonably
believes is a QIB that is purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A or (b) pursuant to
another exemption from the registration requirements under the Securities Act
which is accompanied by an Opinion of Counsel regarding the availability of such
exemption and (ii) in accordance with all applicable securities laws of any
state of the United States or any other jurisdiction.

          (e) Beneficial interests in the Restricted Global Senior Discount Note
may be transferred to a Person who takes delivery in the form of an interest in
the Regulation S Global Senior Discount Note, whether before or after the
expiration of the Restricted Period, only if the transferor first delivers to
the Trustee a written certificate to the effect that such transfer is being made
in accordance with Regulation S or Rule 144 (if available).

          (f) General. By its acceptance of any Senior Discount Note bearing the
Private Placement Legend, each Holder of such Senior Discount Note acknowledges
the restrictions on transfer of such Senior Discount Note set forth in this
Indenture and in the Private Placement Legend and agrees that it will transfer
such Senior Discount Note only as provided in this Indenture.

          (g) Certain Transfers in Connection with and after the Exchange Offer
under the Registration Rights Agreement. Notwithstanding any other provision of
this Indenture:

               (i) no Exchange Securities may be exchanged by the Holder thereof
          for a Senior Discount Note issued on the Issue Date;

               (ii) accrued and unpaid interest on the Senior Discount Notes
          issued on the Issue Date being exchanged in the Exchange Offer shall
          be due and payable on the next Interest Payment Date for the Exchange
          Securities following the Exchange Offer and shall be paid to the
          Holder on the relevant record date of the


                                       46

<PAGE>

          Exchange Securities issued in respect of the Senior Discount Note
          issued on the Issue Date being exchanged; and

               (iii) interest on the Senior Discount Note issued on the Issue
          Date being exchanged in the Exchange Offer shall cease to accrue on
          the date of completion of the Exchange Offer and interest on the
          Exchange Securities to be issued in the Exchange Offer shall accrue
          from the date of the completion of the Exchange Offer.

          The Registrar shall retain for a period of two years copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

          SECTION 2.18 Computation of Interest.

          Interest on the Senior Discount Notes shall be computed on the basis
of a 360-day year of twelve 30-day months and actual days elapsed.

                                 ARTICLE THREE

                                   REDEMPTION

          SECTION 3.01 Election To Redeem; Notices to Trustee.

          (a) If the Company elects to redeem Senior Discount Notes pursuant to
paragraph 5 of the Senior Discount Notes, at least 30 days prior to the
Redemption Date (unless a shorter notice shall be agreed to in writing by the
Trustee) but not more than 60 days before the Redemption Date, the Company shall
notify the Trustee in writing of the Redemption Date, the principal amount of
Senior Discount Notes to be redeemed and the redemption price, and deliver to
the Trustee, no later than two Business Days prior to the redemption date, an
Officers' Certificate stating such information and that such redemption will
comply with the conditions contained in paragraph 5 of the Senior Discount
Notes. Notice given to the Trustee pursuant to this Section 3.01(a) may not be
revoked after the time that notice is given to Holders pursuant to Section 3.03.

          (b) If there is a redemption pursuant to paragraph 6 of the Senior
Discount Notes, the Company shall give notice to the Trustee at least five
Business Days prior to the Special Redemption Date (unless a shorter notice
shall be agreed to in writing by the Trustee). Such notice shall be accompanied
by an Officers' Certificate from the Company to the effect that such redemption
will comply with the conditions contained in paragraph 6 of the Senior Discount
Notes. Notice given to the Trustee pursuant to this Section 3.01(b) may not be
revoked.

          SECTION 3.02 Selection by Trustee of Senior Discount Notes To Be
Redeemed.

          The Trustee shall select the Senior Discount Notes to be redeemed, if
the Senior Discount Notes are then listed on a national securities exchange, in
accordance with the rules of


                                       47

<PAGE>

such exchange or, if the Senior Discount Notes are not so listed, either on a
pro rata basis or by lot, or such other method as the Trustee in its sole
discretion shall deem fair and appropriate; provided that, in the case of a
redemption pursuant to paragraph 5 and 7 of the Senior Discount Notes, the
Trustee shall select the Senior Discount Notes only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to procedures of the
Depository). The Trustee shall promptly notify the Company of the Senior
Discount Notes selected for redemption and, in the case of any Senior Discount
Notes selected for partial redemption, the principal amount at maturity thereof
to be redeemed. The Trustee may select for redemption portions of the principal
amount at maturity of the Senior Discount Notes that have denominations larger
than $1,000. Senior Discount Notes and portions thereof the Trustee selects
shall be redeemed in principal amounts at maturity of $1,000 or whole multiples
of $1,000. For all purposes of this Indenture unless the context otherwise
requires, provisions of this Indenture that apply to Senior Discount Notes
called for redemption also apply to portions of Senior Discount Notes called for
redemption. In the event the Company is requested to make a Change of Control
Offer or Offer to Purchase and the amounts available for any such offer is not
evenly divisible by $1,000, the Trustee shall promptly refund to the Company any
remaining funds, which in no event shall exceed $1,000.

          SECTION 3.03 Notice of Redemption.

          At least 30 days, and no more than 60 days, before a Redemption Date,
the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Senior Discount Notes to be redeemed at his
or her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04.

          The notice shall identify the Senior Discount Notes to be redeemed
(including the CUSIP numbers thereof) and shall state:

          (A) the Redemption Date;

          (B) the appropriate calculation of the redemption price;

          (C) if fewer than all outstanding Senior Discount Notes are to be
     redeemed, the portion of the principal amount at maturity of such Senior
     Discount Note to be redeemed and that, after the Redemption Date and upon
     surrender of such Senior Discount Note, a new Senior Discount Note or
     Senior Discount Notes in principal amount at maturity equal to the
     unredeemed portion will be issued;

          (D) the name and address of the Paying Agent;

          (E) that Senior Discount Notes called for redemption must be
     surrendered to the Paying Agent to collect the redemption price;

          (F) that unless the Company defaults in making the redemption payment,
     interest on Senior Discount Notes called for redemption ceases to accrue on
     and after the Redemption Date;


                                       48

<PAGE>

          (G) which subsection of paragraph 5 of the Senior Discount Notes is
     the provision of the Senior Discount Notes pursuant to which the redemption
     is occurring; and

          (H) the aggregate principal amount at maturity of Senior Discount
     Notes that are being redeemed.

          At the Company's written request made at least five Business Days
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Company's name and at the Company's sole expense.

          SECTION 3.04 Effect of Notice of Redemption.

          Once the notice of redemption described in Section 3.03 is mailed,
Senior Discount Notes called for redemption become due and payable on the
Redemption Date and at the redemption price, including any premium, plus
interest accrued to the Redemption Date. Upon surrender to the Paying Agent,
such Senior Discount Notes shall be paid at the redemption price, including any
premium, plus interest accrued to the Redemption Date; provided that if the
Redemption Date is after a regular record date and on or prior to the Interest
Payment Date, the accrued interest shall be payable to the Holder of the
redeemed Senior Discount Notes registered on the relevant record date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall
be made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day. Such notice,
if mailed in the manner provided in Section 3.03, shall be conclusively presumed
to have been given whether or not the Holder receives such notice.

          SECTION 3.05 Deposit of Redemption Price.

          On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Company shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued interest on all Senior Discount Notes to be redeemed on that
date other than Senior Discount Notes or portions thereof called for redemption
on that date which have been delivered by the Company to the Trustee for
cancellation.

          On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued interest on Senior
Discount Notes called for redemption shall have been made available in
accordance with the immediately preceding paragraph, the Senior Discount Notes
called for redemption will cease to accrue interest and the only right of the
Holders of such Senior Discount Notes will be to receive payment of the
redemption price of and, subject to the first proviso in Section 3.04, accrued
and unpaid interest on such Senior Discount Notes to the Redemption Date. If any
Senior Discount Note surrendered for redemption shall not be so paid, interest
will be paid, from the Redemption Date until such redemption payment is made, on
the unpaid principal of the Senior Discount Note and any interest not paid on
such unpaid principal, in each case at the rate and in the manner provided in
the Senior Discount Notes.


                                       49

<PAGE>

          SECTION 3.06 Senior Discount Notes Redeemed in Part.

          Upon surrender of a Senior Discount Note that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for the Holder thereof
a new Senior Discount Note equal in principal amount at maturity to the
unredeemed portion of the original Senior Discount Note in the name of the
Holder upon cancellation of the original Senior Discount Note surrendered,
except that if a Global Senior Discount Note is so surrendered, the Company
shall execute and the Trustee shall authenticate and deliver to the Depository,
a new Global Senior Discount Note in denomination equal to and in exchange for
the unredeemed portion of the principal of the Global Senior Discount Note so
surrendered.

          SECTION 3.07 Sinking Fund.

          The Company is not required to make sinking fund payments with respect
to the Senior Discount Notes.

                                  ARTICLE FOUR

                                    COVENANTS

          SECTION 4.01 Payment of Senior Discount Notes.

          The Company shall pay the principal of and interest on the Senior
Discount Notes on the dates and in the manner provided in the Senior Discount
Notes and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date money designated for and sufficient to pay such installment.

          The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Senior Discount
Notes.

          SECTION 4.02 Maintenance of Office or Agency.

          The Company shall maintain an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee or Registrar) where Senior
Discount Notes may be presented or surrendered for payment, where Senior
Discount Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of the Senior
Discount Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee and the Company hereby
appoint the Trustee as their agent to receive all such presentations,
surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Senior Discount Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such


                                       50

<PAGE>

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.04.

          SECTION 4.03 Legal Existence.

          Subject to Section 4.19 and Article Five, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its legal existence, and the corporate, partnership or other
existence of each Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of each
Restricted Subsidiary and the material rights (charter and statutory), and
franchises of the Company and the Restricted Subsidiaries; provided that the
Company shall not be required to preserve any such right, franchise, or the
corporate, partnership or other existence of any of its Restricted Subsidiaries
if the Company in good faith shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole.

          SECTION 4.04 Maintenance of Properties; Insurance; Compliance with
Law.

          (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, at all times cause all material properties used or useful in
the conduct of their respective businesses to be maintained and kept in good
condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment, and shall cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereto; provided,
however, that nothing in this Section 4.04(a) shall prevent the Company or any
of its Restricted Subsidiaries from discontinuing the operation and maintenance
of any of such material properties if such discontinuance is, in the reasonable
judgment of the Company, desirable in the conduct of the business of the Company
and its Subsidiaries taken as a whole and not adverse in any material respect to
the Holders.

          (b) The Company shall, and shall cause each of its Restricted
Subsidiaries to, keep at all times all of their material properties which are of
an insurable nature insured against such loss or damage with insurers believed
by the Company to be responsible to the extent that Property of a similar
character is usually so insured by corporations similarly situated and owning
like Properties in accordance with good business practice. The Company shall,
and shall cause each of its Restricted Subsidiaries to, use the proceeds from
any such insurance policy to repair, replace or otherwise restore the Property
to which such proceeds relate.

          (c) The Company shall, and shall cause each of its Restricted
Subsidiaries to comply with all statutes, laws, ordinances or government rules
and regulations to which they are subject, non-compliance with which would
materially adversely affect the business, financial condition or results of
operations of the Company and its Restricted Subsidiaries taken as a whole.


                                       51

<PAGE>

          SECTION 4.05 Waiver of Stay, Extension or Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, or plead (as a defense or otherwise) or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which may affect the covenants or
the performance of this Indenture; and (to the extent that they may lawfully do
so) the Company hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

          SECTION 4.06 Compliance Certificate.

          (a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company commencing, to the extent applicable,
with the Company's fiscal year ending December 31, 2005 an Officers'
Certificate, one of the signers of which shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company, stating whether or not to the best knowledge of the signers thereof the
Company or any Restricted Subsidiary is in default in the performance and
observance of any of the terms, provisions and conditions of Section 5.01 or
Sections 4.01 to 4.17, inclusive, and if the Company shall be in default,
specifying all such defaults, the nature and status thereof of which they may
have knowledge and what action the Company is taking or proposes to take with
respect thereto. Such determination shall be made without regard to notice
requirements or periods of grace.

          (b) The Company shall deliver to the Trustee, as soon as possible and
in any event no later than 10 Business Days after the Company becomes aware or
should reasonably become aware of the occurrence of a Default or an Event of
Default or an event which, with notice or the lapse of time or both, would
constitute a Default or Event of Default, an Officers' Certificate setting forth
the details of such Default or Event of Default, and the action which the
Company is taking or proposes to take with respect to such Default or Event of
Default.

          (c) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement by the Company's independent
public accountants stating whether, in connection with their audit of RHD's
financial statements, any event which would constitute an Event of Default as
defined herein insofar as they relate to accounting matters has come to their
attention and, if such an Event of Default has come to their attention,
specifying the nature and period of the existence thereof.

          SECTION 4.07 Payment of Taxes and Other Claims.

          The Company shall, and shall cause each of its Restricted Subsidiaries
to, pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any of its Subsidiaries or upon the
income, profits or Property of the Company or any of its Subsidiaries, and (2)
all material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the Property of the Company or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be


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<PAGE>

paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

          SECTION 4.08 Repurchase at the Option of Holders upon Change of
Control.

          (a) Upon the occurrence of a Change of Control, each Holder of Senior
Discount Notes will have the right to require the Company to repurchase all or
any part (equal to $1,000 principal amount at maturity or an integral multiple
thereof) of such Holder's Senior Discount Notes pursuant to the offer described
below (the "Change of Control Offer") at a purchase price equal to 101% of the
Accreted Value thereof, plus accrued and unpaid interest, if any, to the
purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date (the "Change
of Control Purchase Price")); provided, however, that notwithstanding the
occurrence of a Change of Control, the Company shall not be obligated to
purchase the Senior Discount Notes pursuant to this Section 4.08 in the event
that it has mailed the notice to exercise its right to redeem all the Senior
Discount Notes under Section 3.01 at any time prior to the requirement to
consummate the Change of Control and redeem the Senior Discount Notes in
accordance with such notice.

          (b) Within 30 days following any Change of Control, or, at the
Company's option, prior to the consummation of such Change of Control but after
it is publicly announced, the Company shall send, by first-class mail, with a
copy to the Trustee, to each Holder of Senior Discount Notes, at such Holder's
address appearing in the Senior Discount Note register, a notice stating:

               (A) that a Change of Control has occurred or will occur and a
          Change of Control Offer is being made pursuant to Section 4.08 and
          that all Senior Discount Notes timely tendered and not withdrawn will
          be accepted for payment;

               (B) the Change of Control Purchase Price and the purchase date
          (the "Change of Control Payment Date"), which shall be, subject to any
          contrary requirements of applicable law, a Business Day and a point in
          time occurring after the consummation of the Change of Control and not
          later than 60 days from the date such notice is mailed;

               (C) the circumstances and relevant facts regarding the Change of
          Control; and

               (D) if the notice is mailed prior to a Change of Control, that
          the Change of Control Offer is conditioned on the Change of Control
          occurring; and

               (E) the procedures that Holders of Senior Discount Notes must
          follow in order to tender their Senior Discount Notes (or portions
          thereof) for payment, and the procedures that Holders of Senior
          Discount Notes must follow in order to withdraw an election to tender
          Senior Discount Notes (or portions thereof) for payment.

          Holders electing to have a Senior Discount Note purchased shall be
required to surrender the Senior Discount Note, with an appropriate form duly
completed, to the Company or its agent at the address specified in the notice at
least three Business Days prior to the Change of Control Payment Date. Holders
shall be entitled to withdraw their election if the Trustee or the Company
receives, not later than one Business Day prior to the Change of Control Payment


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Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount at maturity of the Senior Discount Note that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Senior Discount Note purchased.

          (c) On or prior to the Change of Control Payment Date, the Company
shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or any of its Subsidiaries is acting as the Paying Agent, segregate and
hold in trust) in cash an amount equal to the Change of Control Purchase Price
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section 4.08(c). On the Change of Control Payment
Date, the Company shall deliver to the Trustee the Senior Discount Notes or
portions thereof that have been properly tendered to and are to be accepted by
the Company for payment.

          (d) The Trustee or the Paying Agent shall, on the Change of Control
Payment Date, mail or deliver payment to each tendering Holder of the Change of
Control Purchase Price. In the event that the aggregate Change of Control
Purchase Price is less than the amount delivered by the Company to the Trustee
or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall
deliver the excess to the Company immediately after the Change of Control
Payment Date.

          (e) Notwithstanding the foregoing, the Company shall not be required
to make a Change of Control Offer upon a Change of Control if a third party
makes an offer to purchase (an "Alternate Offer"), in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.08
applicable to a Change of Control made by the Company, and purchases all Senior
Discount Notes properly tendered and not withdrawn in accordance with the terms
of such Alternate Offer.

          (f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other applicable
securities laws or regulations in connection with the repurchase of Senior
Discount Notes pursuant to a Change of Control Offer, including any applicable
securities laws of the United States. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.08, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.08 by virtue of such compliance with these securities laws or
regulations.

          SECTION 4.09 Limitation on Debt.

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Debt; provided, however, that the Company and its
Restricted Subsidiaries may Incur Debt and Acquired Debt if, after giving effect
to the Incurrence of such Debt and the application of the proceeds therefrom,
the Leverage Ratio of the Company and the Restricted Subsidiaries (on a
consolidated basis) would not exceed 7.25 to 1.0.

          (b) Notwithstanding the immediately preceding paragraph, any or all of
the following Debt (collectively, "Permitted Debt") may be Incurred:


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<PAGE>

          (1) Debt under the Credit Facilities and Guarantees of such Debt by
     the Company in the case of the RHDI Credit Facility and the other
     guarantors under the Credit Facilities; provided that the aggregate
     principal amount of all such Debt under the Credit Facilities in the
     aggregate shall not exceed $6.0 billion less the amount of any permanent
     mandatory repayments made under the Credit Facility (and, in the case of
     any revolving subfacility thereunder, permanent commitment reductions) with
     Net Available Cash from Asset Sales;

          (2) the Senior Discount Notes (excluding any Additional Senior
     Discount Notes) and any Senior Discount Notes issued in exchange for the
     Senior Discount Notes pursuant to the Registration Rights Agreement;

          (3) $1,210 million aggregate principal amount of Finance Corp. Senior
     Notes issued on the Issue Date and assumed by RHD in connection with the
     Merger and any notes issued in exchange for such Finance Corp. Senior Notes
     pursuant to the Registration Rights Agreement; and $365 million principal
     amount at maturity of RHD Discount Notes issued on the Issue Date and any
     notes issued in exchange for such RHD Discount Notes pursuant to the
     Registration Rights Agreement;

          (4) Debt of the Company or any Restricted Subsidiary in respect of
     Capital Lease Obligations and Purchase Money Debt, provided that:

               (a) the aggregate principal amount of such Debt secured thereby
          does not exceed the Fair Market Value (on the date of the Incurrence
          thereof) of the Property acquired, constructed or leased, and

               (b) the aggregate principal amount of all Debt Incurred and then
          outstanding pursuant to this clause (b) (together with all Permitted
          Refinancing Debt Incurred and then outstanding in respect of Debt
          previously Incurred pursuant to this clause (b)) does not exceed $150
          million;

          (5) Debt of the Company owing to and held by any Restricted Subsidiary
     and Debt of a Restricted Subsidiary owing to and held by the Company or any
     Restricted Subsidiary; provided, however, that (1) any subsequent issue or
     transfer of Capital Stock or other event that results in any such
     Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
     subsequent transfer of any such Debt (except to the Company or a Restricted
     Subsidiary) shall be deemed, in each case, to constitute the Incurrence of
     such Debt by the issuer thereof not permitted by this clause (5) and (2)
     such Debt shall be expressly subordinated to the prior payment in full in
     cash of all obligations under the Senior Discount Notes;

          (6) Debt under Interest Rate Agreements entered into by the Company or
     a Restricted Subsidiary for the purpose of limiting interest rate risk in
     the ordinary course of the financial management of the Company or any
     Restricted Subsidiary and not for speculative purposes; provided that the
     obligations under such agreements are directly related to payment
     obligations on Debt otherwise permitted by the terms of this Section 4.09;


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<PAGE>

          (7) Debt under Currency Exchange Protection Agreements entered into by
     the Company or a Restricted Subsidiary for the purpose of limiting currency
     exchange rate risks directly related to transactions entered into by the
     Company or any Restricted Subsidiary in the ordinary course of the
     financial management of the Company or any Restricted Subsidiary and not
     for speculative purposes;

          (8) Debt under Commodity Price Protection Agreements entered into by
     the Company or a Restricted Subsidiary in the ordinary course of the
     financial management of the Company or any Restricted Subsidiary and not
     for speculative purposes;

          (9) Debt of the Company or any Restricted Subsidiary in connection
     with (1) one or more standby letters of credit issued by the Company or a
     Restricted Subsidiary in the ordinary course of business and with respect
     to trade payables relating to the purchase of materials by the Company or a
     Restricted Subsidiary and (2) other letters of credit, surety, performance,
     appeal or similar bonds, banker's acceptance, completion guarantees or
     similar instruments issued in the ordinary course of business of the
     Company or a Restricted Subsidiary, including letters of credit or similar
     instruments pursuant to self-insurance and workers' compensation
     obligations; provided that upon the drawing of such letters of credit or
     other instrument, such obligations are reimbursed within 30 days following
     such drawing; provided, further, that with respect to clauses (1) and (2),
     such Debt is not in connection with the borrowing of money or the obtaining
     of advances or credit;

          (10) Debt of the Company or any Restricted Subsidiary arising from the
     honoring by a bank or other financial institution of a check, draft or
     similar instrument inadvertently drawn against insufficient funds in the
     ordinary course of business; provided that such Debt is extinguished within
     two Business Days of Incurrence of such Debt;

          (11) Debt of the Company or any Restricted Subsidiary arising from
     agreements for indemnification and purchase price adjustment obligations
     Incurred or assumed in connection with any acquisition or disposition of
     any assets including Capital Stock; provided that the maximum assumable
     liability in respect of all such obligations shall at no time exceed the
     gross proceeds actually received by the Company and any Restricted
     Subsidiary, including the Fair Market Value of noncash proceeds;

          (12) Debt Incurred by a Securitization Entity in connection with a
     Qualified Securitization Transaction that is Non-Recourse Debt with respect
     to the Company and its Restricted Subsidiaries; provided, however, that in
     the event such Securitization Entity ceases to qualify as a Securitization
     Entity or such Debt ceases to constitute such Non-Recourse Debt, such Debt
     will be deemed, in each case, to be Incurred at such time;

          (13) Debt of the Company or a Restricted Subsidiary consisting of a
     guarantee of or a Lien securing Debt of the Company or a Restricted
     Subsidiary, provided that such Debt constitutes Debt that is permitted to
     be Incurred pursuant to this Section 4.09, but subject to compliance with
     the other provisions described under Article Four;


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<PAGE>

          (14) Debt in respect of netting services, overdraft protection and
     otherwise in connection with deposit accounts; provided that such Debt
     remains outstanding for five Business Days or less;

          (15) the RHDI Existing Notes and their related Guarantees, if any, and
     the RHD Existing Senior Notes;

          (16) the Dex Media Existing Notes and Dex Media Subsidiaries Existing
     Notes;

          (17) Debt of the Company or any Restricted Subsidiary outstanding on
     the Issue Date and not otherwise described in clauses (1) through (16)
     above;

          (18) guarantees in the ordinary course of business of the obligations
     of suppliers, customers, franchisers and licensees;

          (19) Permitted Refinancing Debt; and

          (20) Debt of the Company or any Restricted Subsidiary or the issuance
     of Disqualified Stock in a principal amount or liquidation value, as
     applicable, outstanding at any one time not to exceed $400 million in the
     aggregate for all such Debt and Disqualified Stock.

          For the purposes of determining compliance with this Section 4.09, in
the event that an item of Debt meets the criteria of more than one of the types
of Debt permitted by this covenant or is entitled to be Incurred pursuant to
Section 4.09(a), the Company in its sole discretion shall be permitted to
classify on the date of its Incurrence, or later reclassify, all or a portion of
such item of Debt in any manner that complies with this Section 4.09.

          Debt permitted by this Section 4.09 need not be permitted solely by
reference to one provision permitting such Debt but may be permitted in part by
one such provision and in part by one or more other provisions of this Section
4.09 permitting such Debt.

          For the purposes of determining any particular amount of Debt under
this Section 4.09, (a) guarantees, Liens, obligations with respect to letters of
credit and other obligations supporting Debt otherwise included in the
determination of a particular amount will not be included and (b) any Liens
granted to the Holders of the Senior Discount Notes that are permitted in
Section 4.11 will not be treated as Debt.

          For purposes of determining compliance with any dollar-denominated
restriction on the Incurrence of Debt, with respect to any Debt which is
denominated in a foreign currency, the dollar-equivalent principal amount of
such Debt Incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Debt was incurred, and
any such foreign denominated Debt may be refinanced or replaced or subsequently
refinanced or replaced in an amount equal to the dollar-equivalent principal
amount of such Debt on the date of such refinancing or replacement whether or
not such amount is greater or less than the dollar equivalent principal amount
of the Debt on the date of initial Incurrence.


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<PAGE>

          If obligations in respect of letters of credit are incurred pursuant
to the Credit Facilities and are being treated as Incurred pursuant to clause
(1) of the second paragraph of this Section 4.09 and the letters of credit
relate to other Debt then such other Debt shall be deemed not Incurred.

          SECTION 4.10 Limitation on Restricted Payments.

          (a) The Company shall not make, and shall not permit any Restricted
Subsidiary to make, any Restricted Payment if at the time of, and after giving
effect to, such proposed Restricted Payment,

          (1) a Default or Event of Default shall have occurred and be
     continuing,

          (2) the Company could not Incur at least $1.00 of additional Debt
     pursuant to Section 4.09(a), or

          (3) the aggregate amount of such Restricted Payment and all other
     Restricted Payments declared or made since December 3, 2002 (the amount of
     any Restricted Payment, if made other than in cash, to be based upon Fair
     Market Value) would exceed an amount equal to the sum of:

               (i) 100% of EBITDA accrued on a cumulative basis during the
          period (treated as one accounting period) from October 1, 2002 to the
          end of the most recent fiscal quarter ended prior to the date of such
          proposed Restricted Payment for which financial statements are
          available and have been either filed with the Commission or with the
          Trustee pursuant to Section 4.16 (or if the aggregate amount of EBITDA
          for such period shall be a deficit, minus 100% of such deficit) less
          1.4 times Consolidated Interest Expense, plus

               (ii) 100% of Capital Stock Sale Proceeds and cash capital
          contributions to the Company, plus (without duplication)

               (iii) the sum of:

               (A) the aggregate net cash proceeds received by the Company or
               any Restricted Subsidiary from the issuance or sale after
               December 3, 2002 of convertible or exchangeable Debt or
               Disqualified Stock that has been converted into or exchanged for
               Capital Stock (other than Disqualified Stock) of the Company, and

               (B) the aggregate amount by which Debt (other than Subordinated
               Obligations) of the Company or any Restricted Subsidiary is
               reduced on the Company's consolidated balance sheet on or after
               December 3, 2002 upon the conversion or exchange of any Debt
               issued or sold on or after December 3, 2002 that is convertible
               or exchangeable for Capital Stock (other than Disqualified Stock)
               of the Company, together with, in the cases of both (A) and (B),
               the aggregate net cash proceeds received by the Company at the
               time of such conversion or exchange, but excluding, in the


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<PAGE>

               case of clause (A) or (B): (x) any such Debt issued or sold to
               the Company or a Restricted Subsidiary of the Company or an
               employee stock ownership plan or trust established by the Company
               or such Restricted Subsidiary for the benefit of its employees
               and (y) the aggregate amount of any cash or other Property
               distributed by the Company or any Restricted Subsidiary upon any
               such conversion or exchange, plus (without duplication)

               (iv) an amount equal to the sum of:

               (A) the net reduction in Investments in any Person other than the
               Company or a Restricted Subsidiary resulting from dividends,
               repayments of loans or advances or other transfers of Property or
               any other disposition or repayment of such Investments, in each
               case to the Company or any Restricted Subsidiary from any Person
               (other than the Company or a Restricted Subsidiary), less the
               cost of the disposition of such Investments, and

               (B) the Fair Market Value of the Investment of the Company and
               any Restricted Subsidiary in an Unrestricted Subsidiary at the
               time such Unrestricted Subsidiary is designated a Restricted
               Subsidiary;

          provided, however, that the foregoing sum described in Section
          4.10(a)(3)(iv) shall not exceed the amount of Investments previously
          made (and treated as a Restricted Payment) by the Company or any
          Restricted Subsidiary in such Person.

          (b) Notwithstanding the foregoing limitation, the Company may:

          (1) pay dividends on its Capital Stock within 60 days of the
     declaration thereof if, on said declaration date, such dividends could have
     been paid in compliance with this Indenture (for the avoidance of doubt,
     such dividend shall be included in the calculation of the amount of
     Restricted Payments);

          (2) purchase, repurchase, redeem, legally defease, acquire or retire
     for value Capital Stock of the Company or options, warrants or other rights
     to acquire such Capital Stock or Subordinated Obligations in exchange for,
     or out of the proceeds of the substantially concurrent sale of, Capital
     Stock of the Company (other than Disqualified Stock) or options, warrants
     or other rights to acquire such Capital Stock (other than any such Capital
     Stock (or options, warrants or other rights to acquire such Capital Stock)
     issued or sold to a Restricted Subsidiary of the Company or an employee
     stock ownership plan or trust established by the Company or any such
     Restricted Subsidiary for the benefit of its employees and except to the
     extent that any purchase made pursuant to such issuance or sale is financed
     by the Company or any Restricted Subsidiary) or a capital contribution to
     the Company; provided, however, that such purchase, repurchase, redemption,
     legal defeasance, acquisition or retirement shall not be included in the
     calculation of the amount of Restricted Payments and the Capital Stock Sale
     Proceeds


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<PAGE>

     from such exchange or sale shall not be included in the calculation
     pursuant to Section 4.10(a)(3)(ii) above;

          (3) purchase, repurchase, redeem, legally defease, acquire or retire
     for value any Subordinated Obligations in exchange for or out of the
     proceeds of the substantially concurrent sale of Capital Stock of the
     Company (other than Disqualified Stock) or options, warrants or other
     rights to acquire such Capital Stock (other than any such Capital Stock (or
     options, warrants or other rights to acquire such Capital Stock) issued or
     sold to a Restricted Subsidiary of the Company or an employee stock
     ownership plan or trust established by the Company or any such Restricted
     Subsidiary for the benefit of its employees and except to the extent that
     any purchase made pursuant to such issuance or sale is financed by the
     Company or any Restricted Subsidiary) or a capital contribution to the
     Company or Subordinated Obligations; provided that such purchase,
     repurchase, redemption, legal defeasance, acquisition or retirement shall
     not be included in the calculation of the amount of Restricted Payments and
     the Capital Stock Sale Proceeds from such exchange or sale shall not be
     included in the calculation pursuant to Section 4.10(a)(3)(ii) above;

          (4) purchase, repurchase, redeem, legally defease, acquire or retire
     for value any Subordinated Obligations of the Company in exchange for, or
     out of the proceeds of the substantially concurrent sale of, Permitted
     Refinancing Debt; provided that such purchase, repurchase, redemption,
     legal defeasance, acquisition or retirement shall not be included in the
     calculation of the amount of Restricted Payments;

          (5) so long as no Default has occurred and is continuing, repurchase
     or otherwise acquire shares of, or options to purchase shares of, Capital
     Stock of the Company or any of its Subsidiaries from employees, former
     employees, directors or former directors, consultants or former consultants
     of the Company or any of its Subsidiaries (or permitted transferees of such
     employees, former employees, directors or former directors), pursuant to
     the terms of agreements (including employment agreements) or plans (or
     amendments thereto) approved by the Board of Directors of the Company under
     which such individuals purchase or sell, or are granted the option to
     purchase or sell, shares of such Capital Stock; provided that the aggregate
     amount of such repurchases and other acquisitions shall not exceed $20
     million in any calendar year plus any proceeds received by the Company in
     respect of "key-man" life insurance (any such amounts not used in a
     calendar year shall be available for use in any subsequent year); provided,
     further, that such repurchase and other acquisition shall be excluded in
     the calculation of the amount of Restricted Payments and the Capital Stock
     Sale Proceeds from such sales shall not be included in the calculation
     pursuant to Section 4.10(a)(3)(ii) or Section 4.10(b)(2) above;

          (6) make cash payments in lieu of issuance of fractional shares in
     connection with the exercise of warrants, options or other securities
     convertible into or exchangeable for equity interests of the Company (for
     the avoidance of doubt, such payments shall be included in the amount of
     Restricted Payments);


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<PAGE>

          (7) repurchase Capital Stock to the extent such repurchase is deemed
     to occur upon a cashless exercise of stock options; provided that all such
     repurchases shall not be included in the calculation of Restricted Payments
     and no proceeds in respect of the issuance of Capital Stock shall be deemed
     to have been received for the purposes of Section 4.10(a)(3)(ii) above;

          (8) so long as no Default or Event of Default shall have occurred and
     be continuing, repurchase any Subordinated Obligations or Disqualified
     Stock of the Company at a purchase price not greater than 101% of the
     principal amount or liquidation preference of such Subordinated Obligation
     or Disqualified Stock in the event of a Change of Control pursuant to a
     provision similar to Section 4.08 in the documents governing such
     Subordinated Obligation or Disqualified Stock; provided that prior to
     consummating any such repurchase, the Company has made the Change of
     Control Offer required by this Indenture and has repurchased all notes
     validly tendered for payment in connection with such Change of Control
     Offer; provided, further, that such payments shall be included in the
     calculation of Restricted Payments;

          (9) so long as no Default or Event of Default shall have occurred and
     be continuing, following an Asset Sale, to the extent permitted by Section
     4.12, and using the Net Available Cash generated from such Asset Sale,
     repurchase any Subordinated Obligation or Disqualified Stock of the Company
     at a purchase price not greater than 100% of the principal amount or
     liquidation preference of such Subordinated Obligation or Disqualified
     Stock pursuant to a provision similar to Section 4.12 in the documents
     governing such Subordinated Obligation or Disqualified Stock; provided that
     prior to consummating any such repurchase, the Company has made the
     Prepayment Offer required by this Indenture and has repurchased all notes
     validly tendered for payment in connection with such Prepayment Offer;
     provided, further, that such payments shall be included in the calculation
     of Restricted Payments; and

          (10) make any other Restricted Payment which, together with all other
     Restricted Payments made pursuant to this Section 4.10(b)(10) since the
     Issue Date, does not exceed $100 million, provided that no Default or Event
     of Default shall have occurred and be continuing immediately after making
     such Restricted Payment; provided, further, that such payments shall be
     excluded in the calculation of Restricted Payments;

          (11) so long as no Default or Event of Default shall have occurred and
     be continuing, pay cash dividends on the Company's common stock or
     equivalent in an amount not to exceed a Dividend Yield of 3% (for the
     avoidance of doubt, such dividend shall be included in the calculation of
     the amount of Restricted Payments);

          (12) repurchase or redeem preferred stock purchase rights issued in
     connection with any shareholders rights plan of the Company; and

          (13) any Restricted Payment (i) used to fund the Transactions and the
     fees and expenses related thereto; (ii) used to repurchase or redeem
     Preferred Stock held by affiliates of Goldman Sachs & Co. pursuant to the
     Stock Purchase Agreement from the proceeds of the offering of RHD Discount
     Notes; and (iii) in connection with the Merger,


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<PAGE>

     to repurchase, redeem, acquire or retire any Dex Media Existing Notes or
     Dex Media Subsidiaries Existing Notes pursuant to provisions similar to
     those described under Section 4.08.

          The amount of any non-cash Restricted Payment shall be deemed to be
equal to the Fair Market Value thereof at the date of making such Restricted
Payment.

          SECTION 4.11 Limitation on Liens.

          The Company shall not, and shall not permit any Restricted Subsidiary
to, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of
its Property (including Capital Stock of a Restricted Subsidiary and
intercompany notes), whether owned on the Issue Date or thereafter acquired, or
any interest therein or any income or profits therefrom that secures Debt,
unless:

          (1) in the case of a Lien securing Subordinated Obligations, the
     Senior Discount Notes are secured by a Lien on such Property or such
     interest therein or such income or profits therefrom that is senior in
     priority to the Lien securing such Subordinated Obligations for so long as
     such Subordinated Obligations are so secured; and

          (2) in all other cases, the Senior Discount Notes are equally and
     ratably secured by a Lien on such Property or such interest therein or
     profits therefrom for so long as such Debt is so secured.

          SECTION 4.12 Limitation on Asset Sales.

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, consummate any Asset Sale unless:

          (1) the Company or such Restricted Subsidiary receives consideration
     at the time of such Asset Sale at least equal to the Fair Market Value of
     the Property subject to such Asset Sale;

          (2) in the case of Asset Sales which are not Permitted Asset Swaps, at
     least 75% of the consideration paid to the Company or such Restricted
     Subsidiary in connection with such Asset Sale is in the form of (a) cash or
     Cash Equivalents; (b) the assumption by the purchaser of liabilities of the
     Company or any Restricted Subsidiary (other than liabilities that are by
     their terms subordinated to the Senior Discount Notes) as a result of which
     the Company and the Restricted Subsidiaries are no longer obligated with
     respect to such liabilities; (c) any securities, notes or other obligations
     received by the Company or any such Restricted Subsidiary from such
     transferee that are converted by the Company or such Restricted Subsidiary
     into cash (to the extent of the cash received) within 90 days after
     receipt; or (d) a combination of the consideration specified in clauses (a)
     through (c); and

          (3) the Company delivers an Officers' Certificate to the Trustee
     certifying that such Asset Sale complies with the foregoing clauses (1) and
     (2).


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<PAGE>

          (b) The Net Available Cash (or any portion thereof) from Asset Sales
may be applied by the Company or a Restricted Subsidiary, to the extent the
Company or such Restricted Subsidiary elects (or is required by the terms of any
Debt):

          (A) to permanently prepay or permanently repay (i) any Credit
     Facilities Debt (and to correspondingly reduce commitments with respect
     thereto), (ii) Debt that ranks pari passu with the Senior Discount Notes
     (provided that if the Company shall so reduce obligations under such Debt,
     it will equally and ratably reduce obligations under the Senior Discount
     Notes by making an offer (in accordance with the procedures set forth below
     for a Prepayment Offer (as defined below) to all holders of Senior Discount
     Notes to purchase at a purchase price equal to 100% of the Accreted Value
     thereof, plus accrued and unpaid interest and Additional Interest, if any,
     the pro rata aggregate principal amount at maturity of the Senior Discount
     Notes), (iii) Debt of a Restricted Subsidiary, in each case other than Debt
     owed to the Company or an Affiliate of the Company; provided that, if an
     offer to purchase any Debt of RHDI or any of its Restricted Subsidiaries is
     made in accordance with the terms of such Debt, the obligation to
     permanently reduce Debt of a Restricted Subsidiary will be deemed to be
     satisfied to the extent of the amount of the offer, whether or not accepted
     by the holders thereof, and no Excess Proceeds in the amount of such offer
     will be deemed to exist following such offer or (iv) Debt which shall have
     been secured by the assets sold in the relevant Asset Sale (except as
     provided in clauses (i), (ii) or (iii)); and/or

          (B) to reinvest in Additional Assets (including by means of an
     Investment in Additional Assets by a Restricted Subsidiary with Net
     Available Cash received by the Company or another Restricted Subsidiary).

          (c) Any Net Available Cash from an Asset Sale not applied in
accordance with Section 4.12(b) within 365 days from the date of the receipt of
such Net Available Cash shall constitute "Excess Proceeds." Pending the final
application of the Net Available Cash, the Company or any Restricted Subsidiary
may temporarily reduce Debt under the revolving portion of the Credit Facilities
or otherwise invest such Net Available Cash in Temporary Cash Investments.

          (d) When the aggregate amount of Excess Proceeds exceeds $100 million,
the Company will be required to make an offer to purchase (the "Prepayment
Offer") the Senior Discount Notes and any other pari passu Debt outstanding with
similar provisions requiring an offer to purchase such Debt with such proceeds,
which offer shall be in the amount of the Allocable Excess Proceeds, on a pro
rata basis according to principal amount at maturity, at a purchase price equal
to 100% of the Accreted Value thereof, plus accrued and unpaid interest, if any,
to the purchase date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of over
subscription) set forth herein. To the extent that any portion of the amount of
Net Available Cash remains after compliance with the preceding sentence and
provided that all Holders of Senior Discount Notes have been given the
opportunity to tender their Senior Discount Notes for purchase in accordance
with this Indenture, the Company or such Restricted Subsidiary may use such
remaining amount for any purpose not restricted by this Indenture and the amount
of Excess Proceeds will be reset to zero.


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<PAGE>

          The term "Allocable Excess Proceeds" will mean the product of:

          (a) the Excess Proceeds and

          (b) a fraction,

               (1) the numerator of which is the aggregate principal amount at
          maturity of the Senior Discount Notes outstanding on the date of the
          Prepayment Offer, together with any accrued and unpaid interest,
          including Additional Interest, if any, and

               (2) the denominator of which is the sum of the aggregate
          principal amount at maturity of the Senior Discount Notes outstanding
          on the date of the Prepayment Offer, together with any accrued and
          unpaid interest and the aggregate principal amount of other Debt of
          the Company outstanding on the date of the Prepayment Offer that is
          pari passu in right of payment with the Senior Discount Notes and
          subject to terms and conditions in respect of Asset Sales similar in
          all material respects to this Section 4.12 and requiring the Company
          to make an offer to purchase such Debt at substantially the same time
          as the Prepayment Offer (subject to proration in the event that such
          amount is less than the aggregate offer price of all Senior Discount
          Notes tendered).

          (e) Within forty-five Business Days after the Company is obligated to
make a Prepayment Offer as described in Section 4.12(d), the Company shall send
a written notice, by first-class mail, to the Holders of Senior Discount Notes,
accompanied by such information regarding the Company and its Subsidiaries as
the Company in good faith believes will enable such Holders to make an informed
decision with respect to such Prepayment Offer. Such notice shall state, among
other things, the purchase price and the purchase date (the "Purchase Date"),
which shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed.

          (f) Not later than the date upon which written notice of a Prepayment
Offer is delivered to the Trustee as provided Section 4.12(e), the Company shall
deliver to the Trustee an Officers' Certificate as to (i) the amount of the
Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net Available
Cash from the Asset Sales pursuant to which such Prepayment Offer is being made
and (iii) the compliance of such allocation with Section 4.12(b). On or before
the Purchase Date, the Company shall also irrevocably deposit with the Trustee
or with the Paying Agent (or, if the Company or a wholly owned Subsidiary is the
Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments
(other than in those enumerated in clause (b) of the definition of Temporary
Cash Investments), maturing on the last day prior to the Purchase Date or on the
Purchase Date if funds are immediately available by open of business, an amount
equal to the Offer Amount to be held for payment in accordance with the
provisions of this Section 4.12. Upon the expiration of the period for which the
Prepayment Offer remains open (the "Offer Period"), the Company shall deliver to
the Trustee for cancellation the Senior Discount Notes or portions thereof that
have been properly tendered to and are to be accepted by the Company. The
Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment
to each tendering Holder in the amount of the purchase price. In the event that
the


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<PAGE>

aggregate purchase price of the Senior Discount Notes delivered by the Company
to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent
shall deliver the excess to the Company immediately after the expiration of the
Offer Period for application in accordance with this Section 4.12.

          (g) Holders electing to have a Senior Discount Note purchased shall be
required to surrender the Senior Discount Note, with an appropriate form duly
completed, to the Company or its agent at the address specified in the notice at
least three Business Days prior to the Purchase Date. Holders shall be entitled
to withdraw their election if the Trustee or the Company receives not later than
one Business Day prior to the Purchase Date a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount at maturity of the Senior Discount Note that was delivered for purchase
by the Holder and a statement that such Holder is withdrawing its election to
have such Senior Discount Note purchased. If at the expiration of the Offer
Period the aggregate principal amount at maturity of Senior Discount Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Senior Discount Notes to be purchased on pro rata basis for all Senior Discount
Notes (with such adjustments as may be deemed appropriate by the Company so that
only Senior Discount Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased). Holders whose Senior Discount Notes are purchased
only in part shall be issued new Senior Discount Notes equal in principal amount
at maturity to the unpurchased portion of the Senior Discount Notes surrendered.

          (h) At the time the Company delivers Senior Discount Notes to the
Trustee that are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Senior Discount Notes are to be accepted
by the Company pursuant to and in accordance with the terms of this Section
4.12. A Senior Discount Note shall be deemed to have been accepted for purchase
at the time the Trustee or the Paying Agent mails or delivers payment therefor
to the surrendering Holder.

          (i) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other applicable
securities laws or regulations in connection with the repurchase of Senior
Discount Notes pursuant to this Section 4.12, including any applicable
securities laws of the United States. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.12,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.12 by
virtue thereof.

          SECTION 4.13 Limitation on Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, conduct any business or enter into or suffer to exist any
transaction or series of transactions (including the purchase, sale, transfer,
assignment, lease, conveyance or exchange of any Property or the rendering of
any service) with, or for the benefit of, any Affiliate of the Company (an
"Affiliate Transaction"), unless:

          (1) the terms of such Affiliate Transaction are:


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<PAGE>

               (i) set forth in writing, and

               (ii) no less favorable to the Company or such Restricted
          Subsidiary, as the case may be, than those that could be obtained in a
          comparable arm's-length transaction with a Person that is not an
          Affiliate of the Company,

          (b) if such Affiliate Transaction involves aggregate payments or value
in excess of $20 million, the Board of Directors of the Company (including a
majority of the disinterested members of the Board of Directors of the Company
or, if there is only one disinterested director, such disinterested director)
approves such Affiliate Transaction and, in its good faith judgment, believes
that such Affiliate Transaction complies with clause (a)(1)(ii) of this Section
4.13 as evidenced by a Board Resolution, and

          (c) if such Affiliate Transaction involves aggregate payments or value
in excess of $100 million, the Company obtains a written opinion from an
Independent Financial Advisor to the effect that the consideration to be paid or
received in connection with such Affiliate Transaction is fair, from a financial
point of view, to the Company and the Restricted Subsidiaries, taken as a whole.

          (d) Notwithstanding the foregoing limitation, the Company or any
Restricted Subsidiary may make, enter into or suffer to exist the following:

          (1) any transaction or series of transactions between the Company and
     one or more Restricted Subsidiaries or between two or more Restricted
     Subsidiaries;

          (2) any Restricted Payment permitted to be made pursuant to Section
     4.10 or any Permitted Investment;

          (3) the payment of compensation (including awards or grants in cash,
     securities or other payments) for the personal services of officers,
     directors, consultants and employees of the Company or any of the
     Restricted Subsidiaries in the ordinary course of business;

          (4) payments pursuant to employment agreements, collective bargaining
     agreements, employee benefit plans, or arrangements for employees, officers
     or directors, including vacation plans, health and life insurance plans,
     deferred compensation plans, directors' and officers' indemnification
     agreements and retirement or savings plans, stock option, stock ownership
     and similar plans so long as the Board of Directors of the Company in good
     faith shall have approved the terms thereof and deemed the services
     theretofore or thereafter to be performed for such compensation to be fair
     consideration therefor;

          (5) loans and advances to officers, directors or employees (or
     guarantees of third party loans to officers, directors or employees) made
     in the ordinary course of business, provided that such loans and advances
     do not exceed $50 million in the aggregate at any one time outstanding;


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<PAGE>

          (6) any agreement as in effect on the Issue Date or any amendment to
     any such agreement (so long as any such amendment is not disadvantageous to
     the Holders of the Senior Discount Notes in any material respect) or any
     transaction contemplated thereby;

          (7) transactions with customers, clients, suppliers or purchasers or
     sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of this Indenture which
     are fair to the Company or its Restricted Subsidiaries or are on terms no
     less favorable as might reasonably have been obtained at such time from an
     unaffiliated party; provided that such transactions are approved by a
     majority of the Board of Directors of the Company in good faith (including
     a majority of disinterested directors of the Board of Directors of the
     Company, or if there is only one disinterested director, such director);

          (8) the issuance and sale of Capital Stock (other than Disqualified
     Stock) of the Company; and

          (9) sales or transfer of dispositions of Receivables and Related
     Assets to a Securitization Entity and acquisitions of Investments in
     connection therewith.

          SECTION 4.14 Designation of Restricted and Unrestricted Subsidiaries.

          (a) The Board of Directors of the Company may designate any Subsidiary
of the Company to be an Unrestricted Subsidiary if:

          (x) the Subsidiary to be so designated does not own any Capital Stock
     or Debt of, or own or hold any Lien on any Property of, the Company or any
     other Restricted Subsidiary, and

          (y) the Company would be permitted under Section 4.10 to make a
     Restricted Payment in an amount equal to the Fair Market Value of the
     Investment in such Subsidiary. For the purposes of this provision, in the
     event the Fair Market Value of such assets exceeds $100 million, such Fair
     Market Value shall be determined by an Independent Financial Advisor.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

          (b) Except as provided in Section 4.14(a), no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary. In addition, neither the
Company nor any Restricted Subsidiary shall at any time be directly or
indirectly liable for any Debt that provides that the holder thereof may (with
the passage of time or notice or both) declare a default thereon or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity upon
the occurrence of a default with respect to any Debt, Lien or other obligation
of any Unrestricted Subsidiary (including any right to take enforcement action
against such Unrestricted Subsidiary) except to the extent permitted under
Sections 4.10 and provided that the Company or any Restricted Subsidiary may
pledge Capital Stock or Debt or assets of any Unrestricted Subsidiary on a


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<PAGE>

nonrecourse basis as long as the pledgee has no claim whatsoever against the
Company or any Restricted Subsidiary other than to obtain that pledged property.

          The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation,

          (x) the Company could Incur at least $l.00 of additional Debt pursuant
     to Section 4.09(a), and

          (y) no Default or Event of Default shall have occurred and be
     continuing or would result therefrom.

          Any such designation or redesignation by the Board of Directors of the
Company will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officers'
Certificate that:

          (x) certifies that such designation or redesignation complies with the
     provisions of this Section 4.14, and

          (y) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.16 in respect
of the fiscal quarter of the Company in which such designation or redesignation
is made (or, in the case of a designation or redesignation made during the last
fiscal quarter of the Company's fiscal year, on or before the time financial
statements in respect of such fiscal year are filed with the Commission or the
Trustee pursuant to Section 4.16).

          SECTION 4.15 Limitation of Company's Business.

          The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than the business of RHD and its Restricted
Subsidiaries are engaged in on the Issue Date or a Related Business.

          SECTION 4.16 Reports to Holders.

          Whether or not the Company is then subject to Section 13(a) or 15(d)
of the Exchange Act, RHD will electronically file with the Commission, so long
as the Senior Discount Notes are outstanding, the annual reports, quarterly
reports and other periodic reports that RHD would be required to file with the
Commission pursuant to Section 13(a) or 15(d) if RHD were so subject, and such
documents will be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which RHD would be required so to file such
documents if RHD were so subject, unless, in any case, such filings are not then
permitted by the Commission.

          If such filings with the Commission are not then permitted by the
Commission, or such filings are not generally available on the Internet free of
charge, RHD will, without charge


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<PAGE>

to the Holders, within 15 days of each Required Filing Date, transmit by mail to
Holders, as their names and addresses appear in the Senior Discount Note
register, and file with the Trustee copies of the annual reports, quarterly
reports and other periodic reports that RHD would be required to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if RHD were
subject to such Section 13(a) or 15(d) and, promptly upon written request,
supply copies of such documents to any prospective Holder or beneficial owner at
RHD's cost.

          So long as any of the Senior Discount Notes remain restricted under
Rule 144, RHD will make available upon request to any prospective purchaser of
Senior Discount Notes or beneficial owner of Senior Discount Notes in connection
with any sale thereof the information required by Rule 144A(d)(4) under the
Securities Act.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including RHD's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

          SECTION 4.17 Suspension of Covenants.

          (a) From and after the first date that: (i) the Senior Discount Notes
have Investment Grade Ratings from one of the Rating Agencies and (ii) no
Default or Event of Default has occurred and is continuing under this Indenture
(the occurrence of the events described in the foregoing clauses (i) and (ii)
being collectively referred to as a "Covenant Suspension Event"), the Company
and the Restricted Subsidiaries will not be subject to the following provisions
of this Indenture:

          (1) Section 4.09;

          (2) Section 4.10;

          (3) Section 4.12;

          (4) Section 4.13;

          (5) Clause 5 of Section 5.01(a) (collectively, the "Suspended
     Covenants").

          (b) Upon the occurrence of a Covenant Suspension Event (the
"Suspension Date"), the amount of Excess Proceeds from Net Proceeds shall be set
at zero. In the event that the Company and the Restricted Subsidiaries are not
subject to the Suspended Covenants for any period of time as a result of the
foregoing, and on any subsequent date (the "Reversion Date") in the event that
only one Rating Agency had previously provided an Investment Grade Rating on the
Senior Discount Notes, then one of the Rating Agencies withdraws its Investment
Grade Rating or lowers the rating assigned to the Senior Discount Notes below an
Investment Grade Rating or, in the event that both of the Rating Agencies have
previously provided Investment Grade Ratings on the Senior Discount Notes, then
both of the Rating Agencies withdraw their Investment Grade Rating or lower the
Investment Grade Ratings assigned to the Senior Discount Notes below an
Investment Grade Rating or a Default or Event of Default occurs and is


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<PAGE>

continuing, then the Company and the Restricted Subsidiaries will thereafter
again be subject to the Suspended Covenants with respect to future events. The
period of time between the Suspension Date and the Reversion Date is referred to
in this description as the "Suspension Period." Notwithstanding that the
Suspended Covenants may be reinstated, no Default or Event of Default will be
deemed to have occurred as a result of a failure to comply with the Suspended
Covenants during the Suspension Period (or upon termination of the Suspension
Period or after that time based solely on events that occurred during the
Suspension Period).

          (c) On the Reversion Date, all Debt incurred, or Disqualified Stock
issued, during the Suspension Period will be classified to have been incurred or
issued pursuant to Section 4.09(a) hereof or one of the clauses set forth in
Section 4.09(b) hereof (to the extent such Debt or Disqualified Stock would be
permitted to be incurred or issued thereunder as of the Reversion Date and after
giving effect to Debt incurred or issued prior to the Suspension Period and
outstanding on the Reversion Date). To the extent such Debt or Disqualified
Stock would not be so permitted to be incurred or issued pursuant to Section
4.09(a) or (b) hereof, such Debt or Disqualified Stock will be deemed to have
been outstanding on the Issue Date, so that it is classified as permitted under
clause (17) of Section 4.09(b) hereof. Calculations made after the Reversion
Date of the amount available to be made as Restricted Payments under Section
4.10 hereof will be made as though Section 4.10 hereof had been in effect since
the Issue Date and throughout the Suspension Period. Accordingly, Restricted
Payments made during the Suspension Period will reduce the amount available to
be made as Restricted Payments under Section 4.10(a) hereof.

          (d) The Company shall deliver promptly to the Trustee an Officers'
Certificate notifying it of any such occurrence under this Section 4.17.

          SECTION 4.18 Limitation on Ability of Company to Release Funds from
Escrow.

          The Company agrees that (i) the terms of the Senior Discount Notes
Escrow Agreement shall exclusively control the conditions under which and
procedures pursuant to which Collateral (as defined in the Senior Discount Notes
Escrow Agreement) can be released and (ii) it will not attempt to have any
Collateral (as defined in the Senior Discount Notes Escrow Agreement) released
from escrow except in accordance with the Senior Discount Notes Escrow
Agreement.

          SECTION 4.19 Limitation on the Company's Activities Prior to the
Consummation of the Merger.

          Notwithstanding anything that may be contained herein to the contrary,
prior to the consummation of the Merger, the Company shall not engage in any
activity or enter into any transaction or agreement (including incurring any
Debt other than the Senior Discount Notes and the Finance Corp. Senior Notes,
making any restricted payments, engaging in any transactions with Affiliates,
incurring any liens, entering into any mergers (other than the RHD Merger) or
sales of substantially all of its assets) except to the extent necessary to
effectuate the Dex Media Merger substantially in accordance with the Merger
Agreement, to effectuate the RHD Merger and to maintain the escrow account (i)
for the Senior Discount Notes in accordance with the


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provisions of the Senior Discount Notes Escrow Agreement and (ii) for the
Finance Corp. Senior Notes in accordance with the provisions of the Finance
Corp. Senior Notes Escrow Agreement.

          SECTION 4.20 RHD Merger.

          If the Dex Media Merger is consummated prior to June 30, 2006 and
funds from the Proceeds Account (as defined in the Senior Discount Notes Escrow
Agreement) are released pursuant to the terms of the Senior Discount Notes
Escrow Agreement, immediately following such Dex Media Merger Finance Corp.
shall merge with and into RHD, with RHD as the surviving entity. In connection
with such RHD Merger, RHD shall enter into a supplemental indenture and assume
all obligations of Finance Corp. in accordance with the terms of the Indenture.

          SECTION 4.21 OID Certificate.

          The Company shall file with the Trustee promptly after the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Senior Discount Notes as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

          SECTION 5.01 Merger, Consolidation and Sale of Property.

          (a) The Company shall not merge, consolidate or amalgamate with or
into any other Person (other than a merger of a Restricted Subsidiary into the
Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions,
unless:

               (1) the Company shall be the surviving Person (the "Surviving
          Person") or the Surviving Person (if other than the Company) formed by
          such merger, consolidation or amalgamation or to which such sale,
          transfer, assignment, lease, conveyance or disposition is made which
          is substituted for the Company as the issuer of the Senior Discount
          Notes shall be a corporation organized and existing under the laws of
          the United States of America, any State thereof or the District of
          Columbia;

               (2) the Surviving Person (if other than the Company) expressly
          assumes, by supplemental indenture in form reasonably satisfactory to
          the Trustee, executed and delivered to the Trustee by such Surviving
          Person, the due and punctual payment of the principal amount at
          maturity (or Accreted Value, as the case may be) of the Senior
          Discount Notes, any accrued and unpaid interest on such principal
          amount, according to their tenor, and the due and punctual performance
          and observance of all the covenants and conditions of this Indenture
          to be performed by the Company;


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<PAGE>

               (3) in the case of a sale, transfer, assignment, lease,
          conveyance or other disposition of all or substantially all the
          Property of the Company, such Property shall have been transferred as
          an entirety or virtually as an entirety to one Person;

               (4) immediately before and after giving effect to such
          transaction or series of transactions on a pro forma basis (and
          treating, for purposes of this Section 5.01(a)(4) and Sections
          5.01(a)(5) and (a)(6) below, any Debt that becomes, or is anticipated
          to become, an obligation of the Surviving Person or any Restricted
          Subsidiary as a result of such transaction or series of transactions
          as having been Incurred by the Surviving Person or such Restricted
          Subsidiary at the time of such transaction or series of transactions),
          no Default or Event of Default shall have occurred and be continuing;

               (5) immediately after giving effect to such transaction or series
          of transactions on a pro forma basis, the Company or the Surviving
          Person, as the case may be, would be able to Incur at least $1.00 of
          additional Debt pursuant to Section 4.09(a); and

               (6) the Surviving Person shall deliver, or cause to be delivered,
          to the Trustee, in form and substance reasonably satisfactory to the
          Trustee, an Officers' Certificate and an Opinion of Counsel, each
          stating that such transaction and the supplemental indenture, if any,
          in respect thereto comply with this Section 5.01 and that all
          conditions precedent herein provided for relating to such transaction
          have been satisfied.

          (b) The Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of the Company under this Indenture, but the
predecessor Company in the case of:

          (A) a sale, transfer, assignment, conveyance or other disposition
     (unless such sale, transfer, assignment, conveyance or other disposition is
     of all the assets of the Company as an entirety or virtually as an
     entirety) of substantially all of the assets of the Company and its
     Restricted Subsidiaries, or

          (B) a lease,

shall not be released from any obligation to pay the aggregate principal amount
at maturity (or Accreted Value, as the case may be) of the Senior Discount Notes
and any accrued and unpaid interest.

          SECTION 5.02 Successor Person Substituted.

          Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture


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<PAGE>

with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Senior Discount Notes.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

          SECTION 6.01 Events of Default.

          The following events shall be "Events of Default":

          (1) the Company defaults in any payment of interest on any Senior
     Discount Note when the same becomes due and payable and such default
     continues for a period of 30 days;

          (2) the Company defaults in the payment of the principal amount of any
     Senior Discount Note when the same becomes due and payable at its Stated
     Maturity, upon acceleration, redemption, optional redemption, required
     repurchase or otherwise;

          (3) the Company fails to comply with Section 4.08, Section 4.12 or
     5.01;

          (4) the Company fails to comply with any covenant or agreement in the
     Senior Discount Notes or in this Indenture (other than a failure that is
     the subject of Section 6.01(1), (2) or (3)) and such failure continues for
     60 days after written notice is given to the Company as specified in this
     Section 6.01;

          (5) a default by the Company or any Restricted Subsidiary under any
     Debt of the Company or any Restricted Subsidiary which results in
     acceleration of the maturity of such Debt, or the failure to pay any such
     Debt at maturity, in an aggregate principal amount in excess of $40
     million, unless the Company is contesting such acceleration in good faith;

          (6) the Company, RHDI or any other Significant Subsidiary pursuant to
     or within the meaning of any Bankruptcy Law:

               (A) commences a voluntary insolvency proceeding;

               (B) consents to the entry of an order for relief against it in an
               involuntary insolvency proceeding;

               (C) consents to the appointment of a Custodian of it or for any
               substantial part of its property; or

               (D) makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;


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provided, however, that the liquidation of any Restricted Subsidiary into
another Restricted Subsidiary or the Company other than as part of a credit
reorganization, shall not constitute an Event of Default under this Section
6.01(6);

          (7) court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A) is for relief against the Company, RHDI or any other
               Significant Subsidiary in an involuntary insolvency proceeding;

               (B) appoints a Custodian of the Company, RHDI or any other
               Significant Subsidiary or for any substantial part of its
               property;

               (C) orders the winding up or liquidation of the Company, RHDI or
               any other Significant Subsidiary; or

               (D) grants any similar relief under any foreign laws;

and in each such case the order or decree remains unstayed and in effect for 90
days; or

          (8) any judgment or judgments for the payment of money in an unsecured
     aggregate amount (net of any amount covered by insurance issued by a
     reputable and creditworthy insurer that has not contested coverage or
     reserved rights with respect to the underlying claim and that continues to
     make payments pursuant to the terms of the relevant policy) in excess of
     $40 million at the time entered against the Company or any Restricted
     Subsidiary and shall not be waived, satisfied or discharged for any period
     of 60 consecutive days during which a stay of enforcement shall not be in
     effect or otherwise payable.

          The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

          A Default under Section 6.01(4) is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount at maturity
of the Senior Discount Notes then outstanding notify the Company (and in the
case of such notice by Holders, the Trustee) of the Default and the Company does
not cure such Default within the time specified after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

          The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default and any event that with the giving of notice or the lapse
of time would become an Event of Default, its status and what action the Company
is taking or proposes to take with respect thereto.

          The Company shall immediately notify the Trustee if a meeting of the
Board of Directors of the Company is convened to consider any action mandated by
a petition for debt


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settlement proceedings or bankruptcy proceedings. The Company shall also
promptly advise the Trustee of the approval of the filing of a debt settlement
or bankruptcy petition prior to the filing of such petition.

          SECTION 6.02 Acceleration of Maturity; Rescission.

          If an Event of Default with respect to the Senior Discount Notes
(other than an Event of Default specified in Sections 6.01(6) and 6.01(7)) shall
have occurred and be continuing, the Trustee or the registered Holders of not
less than 25% in aggregate principal amount at maturity of the Senior Discount
Notes then outstanding may declare to be immediately due and payable the
Accreted Value of all the Senior Discount Notes then outstanding by written
notice to the Company and the Trustee, plus accrued but unpaid interest to the
date of acceleration. In case an Event of Default specified in Sections 6.01(6)
and 6.01(7) shall occur, such amount with respect to all the Senior Discount
Notes shall be automatically due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders of the Senior Discount
Notes. After any such acceleration, but before a judgment or decree based on
acceleration is obtained by the Trustee, the registered Holders of a majority in
aggregate principal amount at maturity of the Senior Discount Notes then
outstanding may rescind and annul such acceleration if (i) the rescission would
not conflict with any judgment or decree, (ii) all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration, (iii) to the extent the payment
of such interest is lawful, interest on overdue installments of interest and
overdue principal, which has become due otherwise than by such declaration of
acceleration, has been paid, (iv) the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and all other amounts due to the Trustee under
Section 7.07 and (v) in the event of the cure or waiver of an Event of Default
of the type described in either Section 6.01(6) or (7), the Trustee shall have
received an Officers' Certificate to the effect that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

          In the event of a declaration of acceleration of the Senior Discount
Notes because an Event of Default described in Section 6.01(5) has occurred and
is continuing, the declaration of acceleration of the Senior Discount Notes
shall be automatically annulled if the Payment Default or other default
triggering such Event of Default pursuant to Section 6.01(5) shall be remedied
or cured by the Company or a Restricted Subsidiary or waived by the holders of
the relevant Debt within the grace period provided applicable to such default
provided for in the documentation governing such Debt and if (a) the annulment
of the acceleration of the Senior Discount Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (b) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Senior Discount Notes that became due solely because of the acceleration of the
Senior Discount Notes, have been cured or waived.

          Subject to Section 7.01, in case an Event of Default shall occur and
be continuing, the Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
Holders of the Senior Discount Notes, unless such Holders shall have offered to
the Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a
majority in aggregate principal amount at maturity of the Senior Discount Notes


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then outstanding will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Senior Discount
Notes.

          No Holder of Senior Discount Notes will have any right to institute
any proceeding with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any remedy hereunder, unless:

               (1) such Holder has previously given to the Trustee written
          notice of a continuing Event of Default,

               (2) the Holders of at least 25% in aggregate principal amount at
          maturity of the Senior Discount Notes then outstanding have made
          written request and offered reasonable indemnity to the Trustee to
          institute such proceeding as trustee, and

               (3) the Trustee shall not have received from the Holders of a
          majority in aggregate principal amount at maturity of the Senior
          Discount Notes then outstanding a direction inconsistent with such
          request and shall have failed to institute such proceeding, within 60
          days after such notice, request and offer.

          However, such limitations do not apply to a suit instituted by a
Holder of any Senior Discount Note for enforcement of payment of the principal
of, and premium, if any, or interest on, such Senior Discount Note on or after
the respective due dates expressed in such Senior Discount Note.

          SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Senior Discount
Notes or to enforce the performance of any provision of the Senior Discount
Notes or this Indenture and may take any necessary action requested of it as
Trustee to settle, compromise, adjust or otherwise conclude any proceedings to
which it is a party.

          The Trustee may maintain a proceeding even if it does not possess any
of the Senior Discount Notes or does not produce any of them in the proceeding.
Any such proceeding instituted by the Trustee may be brought in its own name and
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements of the Trustee and its counsel, be for the ratable benefit of the
Holders of the Senior Discount Notes in respect of which such judgment has been
recovered. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative,
to the extent permitted by law. Any costs associated with actions taken by the
Trustee under this Section 6.03 shall be reimbursed to the Trustee by the
Company.


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<PAGE>

          SECTION 6.04 Waiver of Past Defaults and Events of Default.

          Provided the Senior Discount Notes are not then due and payable by
reason of a declaration of acceleration, the Holders of a majority in principal
amount at maturity of Senior Discount Notes at the time outstanding may on
behalf of the Holders of all the Senior Discount Notes waive any past Default
with respect to such Senior Discount Notes and its consequences by providing
written notice thereof to the Company and the Trustee, except a Default (1) in
the payment of interest on or the principal of any Senior Discount Note or (2)
in respect of a covenant or provision hereof which under this Indenture cannot
be modified or amended without the consent of the Holder of each outstanding
Senior Discount Note affected. In the case of any such waiver, the Company, the
Trustee and the Holders of the Senior Discount Notes will be restored to their
former positions and rights under this Indenture, respectively; provided that no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

          SECTION 6.05 Control by Majority.

          The Holders of at least a majority in aggregate principal amount of
the outstanding Senior Discount Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that may involve
the Trustee in personal liability, or that the Trustee determines in good faith
may be unduly prejudicial to the rights of Holders of the Senior Discount Notes
not joining in the giving of such direction and may take any other action it
deems proper that is not inconsistent with any such direction received from
Holders of the Senior Discount Notes.

          SECTION 6.06 Limitation on Suits.

          No Holder of Senior Discount Notes will have any right to institute
any proceeding with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any remedy hereunder, unless:

               (1) the Holder gives the Trustee written notice of a continuing
          Event of Default,

               (2) the Holders of at least 25% in aggregate principal amount of
          outstanding Senior Discount Notes make a written request to the
          Trustee to institute such proceeding or pursue such remedy as trustee,

               (3) such Holder or Holders offer the Trustee indemnity
          satisfactory to the Trustee against any costs, liability or expense,

               (4) the Trustee does not comply with the request within 60 days
          after receipt of the request and the offer of indemnity, and

               (5) during such 60-day period the Holders of at least a majority
          in aggregate principal amount of the outstanding Senior Discount Notes
          do not give the Trustee a direction that is inconsistent with the
          request.


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<PAGE>

          However, such limitations do not apply to a suit instituted by a
Holder of any Senior Discount Note for enforcement of payment of the principal
of, and premium, if any, or interest on, such Senior Discount Note on or after
the respective due date expressed in such Senior Discount Note.

          SECTION 6.07 No Personal Liability of Directors, Officers, Employees
and Stockholders.

          No director, officer, employee, or stockholder of the Company shall
have any liability for any obligations of the Company under the Senior Discount
Notes, or this Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Senior Discount Notes by
accepting a Senior Discount Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Senior
Discount Notes. This waiver may not be effective to waive liabilities under the
U.S. federal securities laws.

          SECTION 6.08 Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Senior Discount Note to receive payment of the principal of or
premium, if any, or interest, if any, on such Senior Discount Note or to bring
suit for the enforcement of any such payment, on or after the due date expressed
in the Senior Discount Notes shall not be impaired or affected without the
consent of the Holder.

          SECTION 6.09 Collection Suit by Trustee.

          If an Event of Default in payment of principal, premium or interest
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company (or any other obligor on the Senior Discount Notes) for the whole amount
of unpaid principal and accrued interest remaining unpaid.

          SECTION 6.10 Trustee May File Proofs of Claim.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Senior Discount Notes), its creditors or its property and, unless prohibited by
law, shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same
after deduction of its charges and expenses to the extent that any such charges
and expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.


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<PAGE>

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Senior
Discount Notes or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceedings. All
rights of action and claims under this Indenture or the Senior Discount Notes
may be prosecuted and enforced by the Trustee without the possession of any of
the Senior Discount Notes thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders in respect of which such judgment has been recovered.

          SECTION 6.11 Priorities.

          If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to Holders for amounts due and unpaid on the Senior Discount
     Notes for principal, premium, if any, and interest (including Additional
     Interest, if any) as to each, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Senior Discount
     Notes; and

          THIRD: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.11.

          SECTION 6.12 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.08 or a suit by Holders of more than 10% in
principal amount of the Senior Discount Notes then outstanding.

                                 ARTICLE SEVEN

                                     TRUSTEE

          SECTION 7.01 Duties of Trustee.

          (a) If an Event of Default actually known to a Responsible Officer of
the Trustee has occurred and is continuing, the Trustee shall exercise such of
the rights and powers


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vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

          The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Senior Discount Notes and this Indenture.

          (b) Except during the continuance of an Event of Default:

          (1) The Trustee need perform only such duties as are specifically set
     forth in this Indenture and no others.

          (2) In the absence of bad faith or willful misconduct on its part, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture but, in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform on their face to the requirements of this
     Indenture (but need not confirm or investigate the accuracy of mathematical
     calculations or other facts stated therein). Whenever in the administration
     of this Indenture the Trustee shall deem it desirable that a matter be
     proved or established prior to taking, suffering or omitting any action
     hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, conclusively rely
     upon an Officers' Certificate, subject to the requirement in the preceding
     sentence, if applicable.

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (1) This paragraph does not limit the effect of Section 7.01(b).

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it is proved that the Trustee was negligent in ascertaining the
     pertinent facts.

          (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction of the
     Holders of a majority in aggregate principal amount of the Senior Discount
     Notes received by it pursuant to the terms hereof.

          (4) No provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its rights, powers or duties if it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity satisfactory to it against such risk or liability is not
     reasonably assured to it.


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<PAGE>

          (d) Whether or not therein expressly so provided, Sections 7.01(a),
(b), (c) and (e) shall govern every provision of this Indenture that in any way
relates to the Trustee.

          (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by the law.

          SECTION 7.02 Rights of Trustee.

          Subject to Section 7.01:

          (1) The Trustee may conclusively rely on any document (whether in its
     original or facsimile form) reasonably believed by it to be genuine and to
     have been signed or presented by the proper person. The Trustee need not
     investigate any fact or matter stated in the document.

          (2) Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel, or both, which shall
     conform to the provisions of Section 10.05. The Trustee shall be protected
     and shall not be liable for any action it takes or omits to take in good
     faith in reliance on such certificate or opinion.

          (3) The Trustee may act through its attorneys and agents and shall not
     be responsible for the misconduct or negligence of any agent appointed by
     it with due care.

          (4) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it reasonably believes to be authorized or
     within its rights or powers; provided that the Trustee's conduct does not
     constitute willful misconduct, negligence or bad faith.

          (5) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel with respect to legal matters relating to
     the Senior Discount Notes or this Indenture shall be full and complete
     authorization and protection from liability in respect of any action taken,
     omitted or suffered by it hereunder in good faith and in accordance with
     the advice or opinion of such counsel.

          (6) The rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and each agent, custodian and other person employed
     to act hereunder.

          (7) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice,


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<PAGE>

     request, direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books records, and premises of the Company, personally or by agent or
     attorney at the sole cost of the Company and shall incur no liability or
     additional liability of any kind by reason of such inquiry or
     investigation;

          (8) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture;

          (9) the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Securities and this Indenture;
     and

          (10) the Trustee may request that the Company deliver an Officers'
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     suspended.

          SECTION 7.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Senior Discount Notes and may make loans to, accept deposits
from, perform services for or otherwise deal with the Company, or any Affiliates
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11.

          SECTION 7.04 Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Senior Discount Notes,
it shall not be accountable for the Company's use of the proceeds from the sale
of Senior Discount Notes or any money paid to the Company pursuant to the terms
of this Indenture and it shall not be responsible for any statement in the
Senior Discount Notes or this Indenture other than its certificate of
authentication, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Senior Discount Notes and
perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility and Qualification on Form T-1 to be supplied to the
Company will be true and accurate subject to the qualifications set forth
therein.


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<PAGE>

          SECTION 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder a notice of the Default within 90
days after it occurs in the manner and to the extent provided in the TIA and
otherwise as provided in this Indenture. Except in the case of a Default in
payment of the principal of or interest on any Senior Discount Note (including
payments pursuant to a redemption or repurchase of the Senior Discount Notes
pursuant to the provisions of this Indenture), the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders. In
addition, during the term of the Senior Discount Notes Escrow Agreement, the
Trustee shall provide written notice to the Escrow Agent thereunder upon the
occurrence of (i) Default, (ii) Event of Default or (iii) the principal of,
premium, if any, and accrued but unpaid interest on the Securities having become
immediately due and payable pursuant to Section 6.02 and, in the case of clause
(iii), either (x) a court of competent jurisdiction by final and nonappealable
judgment having determined that such acceleration of the Senior Discount Notes
was appropriate as a result of a bona fide Event of Default hereunder or (y)
such acceleration not having been rescinded prior to June 29, 2006, in each case
of which the Trustee has actual knowledge.

          SECTION 7.06 Reports by Trustee to Holders.

          If required by TIA Section 313(a), within 60 days after August 15 of
any year, commencing 2006, the Trustee shall mail to each Holder a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c) and TIA Section 313(d).

          Reports pursuant to this Section 7.06 shall be transmitted by mail:

          (A) to all Holders of Senior Discount Notes, as the names and
     addresses of such Holders appear on the Registrar's books; and

          (B) to such Holders of Senior Discount Notes as have, within the two
     years preceding such transmission, filed their names and addresses with the
     Trustee for that purpose.

          A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange on which the Senior Discount
Notes are listed. The Company shall promptly notify the Trustee when the Senior
Discount Notes are listed on any stock exchange or delisted therefrom.

          SECTION 7.07 Compensation and Indemnity.

          The Company and RHD shall pay to the Trustee and Agents from time to
time such compensation for their services hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) as shall be agreed upon in writing. The Company and
RHD shall reimburse the Trustee and Agents upon request for all reasonable
disbursements, expenses and advances incurred or made by them in connection


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with the Trustee's duties under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee's agents and external
counsel, except any expense disbursement or advance as may be attributable to
its willful misconduct, negligence or bad faith.

          The Company and RHD shall fully indemnify each of the Trustee and any
predecessor Trustee for, and hold each of them harmless against, any and all
loss, damage, claim, liability or expense, including without limitation taxes
(other than taxes based on the income of the Trustee or such Agent) and
reasonable attorneys' fees and expenses incurred by each of them in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including, without limitation, settlement costs). The Trustee
or Agent shall notify the Company and RHD in writing promptly of any claim of
which a Responsible Officer of the Trustee has actual knowledge asserted against
the Trustee or Agent for which it may seek indemnity; provided that the failure
by the Trustee or Agent to so notify the Company and RHD shall not relieve the
Company and RHD of their obligations hereunder except to the extent the Company
and RHD are actually prejudiced thereby. In the event that a conflict of
interest exists, the Trustee may have separate counsel, which counsel must be
reasonably acceptable to the Company and RHD and the Company and RHD shall pay
the reasonable fees and expenses of such counsel.

          Notwithstanding the foregoing, the Company and RHD need not reimburse
the Trustee for any expense or indemnify it against any loss or liability to
have been incurred by the Trustee through its own willful misconduct, negligence
or bad faith.

          To secure the payment obligations of the Company and RHD in this
Section 7.07, the Trustee shall have a lien prior to the Senior Discount Notes
on all money or property held or collected by the Trustee and such money or
property held in trust to pay principal of and interest on particular Senior
Discount Notes.

          The obligations of the Company and RHD under this Section 7.07 to
compensate and indemnify the Trustee, Agents and each predecessor Trustee and to
pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses,
disbursements and advances and shall survive the resignation or removal of the
Trustee and the satisfaction, discharge or other termination of this Indenture,
including any termination or rejection hereof under any Bankruptcy Law.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

          For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to this Article Seven.

          SECTION 7.08 Replacement of Trustee.

          The Trustee shall comply with Section 313(b) of the TIA, to the extent
applicable.


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          The Trustee may resign by so notifying the Company in writing no later
than 15 Business Days prior to the date of the proposed resignation. The Holders
of a majority in principal amount of the outstanding Senior Discount Notes may
remove the Trustee by notifying the Company and the removed Trustee in writing
and may appoint a successor Trustee with the Company's written consent, which
consent shall not be unreasonably withheld. The Company may remove the Trustee
at its election if:

               (1) the Trustee fails to comply with Section 7.10 or Section 310
          of the TIA;

               (2) the Trustee is adjudged a bankrupt or an insolvent or an
          order for relief entered with respect to the Trustee under Bankruptcy
          Law;

               (3) a receiver or other public officer takes charge of the
          Trustee or its property; or

               (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the outstanding Senior Discount
Notes may petition at the expense of the Company any court of competent
jurisdiction, in the case of the Trustee, for the appointment of a successor
Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Holder. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

          SECTION 7.09 Successor Trustee by Consolidation, Merger, etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.


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<PAGE>

          SECTION 7.10 Eligibility; Disqualification.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $50 million as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

          SECTION 7.11 Preferential Collection of Claims Against Company.

          The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311 (b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

          SECTION 7.12 Paying Agents.

          The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

               (1) that it will hold all sums held by it as agent for the
          payment of principal of, or premium, if any, or interest on, the
          Senior Discount Notes (whether such sums have been paid to it by the
          Company or by any obligor on the Senior Discount Notes) in trust for
          the benefit of Holders of the Senior Discount Notes or the Trustee;

               (2) that it will at any time during the continuance of any Event
          of Default, upon written request from the Trustee, deliver to the
          Trustee all sums so held in trust by it together with a full
          accounting thereof; and

               (3) that it will give the Trustee written notice within three (3)
          Business Days of any failure of the Company (or by any obligor on the
          Senior Discount Notes) in the payment of any installment of the
          principal of, premium, if any, or interest on, the Senior Discount
          Notes when the same shall be due and payable.

                                 ARTICLE EIGHT

                             MODIFICATION AND WAIVER

          SECTION 8.01 Without Consent of Holders.

          (a) The Company and Trustee may modify and amend this Indenture
without the consent of any Holder for any of the following purposes:

          (1)  to cure any ambiguity, omission, defect or inconsistency in this
               Indenture;

          (2)  to comply with Section 5.01;


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          (3)  to provide for uncertificated Senior Discount Notes, in addition
               to or in place of certificated Senior Discount Notes;

          (4)  to add Guarantees with respect to the Senior Discount Notes;

          (5)  to secure the Senior Discount Notes under this Indenture;

          (6)  to add to the covenants of the Company for the benefit of the
               Holders of the Senior Discount Notes or to surrender any right or
               power conferred upon the Company;

          (7)  to make any change that does not adversely affect the rights of
               any Holder of the Senior Discount Notes;

          (8)  to comply with any requirement of the Commission in connection
               with the qualification of this Indenture under the Trust
               Indenture Act;

          (9)  to provide for the issuance of Additional Senior Discount Notes
               in accordance with this Indenture, including the issuance of
               Additional Senior Discount Notes as restricted securities under
               the Securities Act and substantially identical Additional Senior
               Discount Notes pursuant to an Exchange Offer registered with the
               Commission; or

          (10) to evidence and provide the acceptance of the appointment of a
               successor Trustee under Section 7.09.

          SECTION 8.02 With Consent of Holders.

          (a) This Indenture may be amended with the consent of the registered
Holders of a majority in aggregate principal amount at maturity of the Senior
Discount Notes then outstanding (including consents obtained in connection with
a tender offer or exchange offer for the Senior Discount Notes) and any past
default or compliance with any provisions may also be waived (except a default
in the payment of principal, premium or interest and Section 8.01) with the
consent of the registered Holders of at least a majority in aggregate principal
amount at maturity of the Senior Discount Notes then outstanding.

          (b) However, without the consent of each Holder of an outstanding
Senior Discount Note, no amendment may,

          (1)  reduce the amount of Senior Discount Notes whose holders must
               consent to an amendment, supplement or waiver,

          (2)  reduce the rate of or change the time for payment of interest on
               any Senior Discount Note,

          (3)  reduce the principal of or change the Stated Maturity of any
               Senior Discount Note,


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          (4)  make any Senior Discount Note payable in money other than that
               stated in the Senior Discount Note,

          (5)  impair the right of any Holder of the Senior Discount Notes to
               receive payment of principal of and interest on such Holder's
               Senior Discount Notes on or after the due dates therefor or to
               institute suit for the enforcement of any payment on or with
               respect to such Holder's Senior Discount Notes,

          (6)  release any security interest that may have been granted in favor
               of the Holders of the Senior Discount Notes pursuant to Section
               4.11 other than pursuant to the terms of this Indenture, and

          (7)  waive a default in the payment of principal of or premium, if
               any, or interest, if any, on the Senior Discount Notes (except as
               set forth under Section 6.01).

          (c) The consent of the Holders of the Senior Discount Notes shall not
be necessary to approve the particular form of any proposed amendment. It shall
be sufficient if such consent approves the substance of the proposed amendment.

          (d) After an amendment that requires the consent of the Holders of
Senior Discount Notes becomes effective, the Company shall mail to each
registered Holder of the Senior Discount Notes at such holder's address
appearing in the security register a notice briefly describing such amendment.
However, the failure to give such notice to all Holders of the Senior Discount
Notes, or any defect therein, shall not impair or affect the validity of the
amendment.

          (e) Upon the written request of the Company accompanied by a board
resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture, in which case the Trustee may, but shall not be obligated
to, enter into such supplemental indenture.

          SECTION 8.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Senior Discount
Notes shall comply with the TIA as then in effect.

          SECTION 8.04 Revocation and Effect of Consents.

          (a) After an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Senior Discount Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Senior Discount Note or portion thereof, and of any Senior Discount
Note issued upon the transfer thereof or in exchange


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<PAGE>

therefor or in place thereof, even if notation of the consent is not made on any
such Senior Discount Note.

          (b) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

          SECTION 8.05 Notation on or Exchange of Senior Discount Notes.

          If an amendment, supplement, or waiver changes the terms of a Senior
Discount Note, the Trustee (in accordance with the specific written direction of
the Company) shall request the Holder of the Senior Discount Note (in accordance
with the specific written direction of the Company) to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Senior Discount Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Senior Discount Note shall issue, and the Trustee shall
authenticate, a new Senior Discount Note that reflects the changed terms.
Failure to make the appropriate notation or issue a new Senior Discount Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

          SECTION 8.06 Trustee To Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article Eight if the amendment, supplement or waiver does not
affect the rights, duties, liabilities or immunities of the Trustee. If it does
affect the rights, duties, liabilities or immunities of the Trustee, the Trustee
may, but need not, sign such amendment, supplement or waiver. In signing or
refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 10.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

          SECTION 9.01 Discharge of Liability on Senior Discount Notes;
               Defeasance.

          (a) This Indenture shall be discharged and shall cease to be of
further effect as to all Senior Discount Notes issued hereunder when:

          (1)  either (x) all Senior Discount Notes that have been
               authenticated, except lost, stolen or destroyed Senior Discount
               Notes that have been replaced or


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<PAGE>

               paid and Senior Discount Notes for whose payment money has been
               deposited in trust and thereafter repaid to the Company, have
               been delivered to the Trustee for cancellation; or (y) all Senior
               Discount Notes that have not been delivered to the Trustee for
               cancellation have become due and payable by reason of the mailing
               of a notice of redemption or otherwise or will become due and
               payable within one year and the Company has irrevocably deposited
               or caused to be deposited with the Trustee as trust funds in
               trust solely for the benefit of the Holders, cash in U.S.
               dollars, non-callable Government Obligations, or a combination of
               cash in U.S. dollars and non-callable Government Obligations, in
               amounts as will be sufficient without consideration of any
               reinvestment of interest, to pay and discharge the entire
               indebtedness on the Senior Discount Notes not delivered to the
               Trustee for cancellation for principal, premium, if any, and
               accrued interest to the date of maturity or redemption;

          (2)  no Default or Event of Default has occurred and is continuing on
               the date of the deposit;

          (3)  the Company has paid or caused to be paid all sums payable by it
               under this Indenture; and

          (4)  the Company has delivered irrevocable instructions to the trustee
               under this Indenture to apply the deposited money toward the
               payment of the Senior Discount Notes at maturity or the
               redemption date, as the case may be.

In addition, the Company shall deliver an Officers' Certificate and an Opinion
of Counsel stating that all conditions precedent to satisfaction and discharge
have been satisfied and at the cost and expense of the Company.

          (b) Subject to Sections 9.01(c) and 9.02, the Company may, at its
option and at any time, elect to terminate some or all of its obligations under
the outstanding Senior Discount Notes and this Indenture (hereinafter, "Legal
Defeasance") except for obligations under Sections 2.04, 2.07 and 2.08 and
obligations under the TIA. At any time the Company may terminate its obligations
(i) under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19 and 4.20, (ii) under Section 6.01(5), (6), (7) or (8) (with respect
to Significant Subsidiaries) and (iii) under Sections 5.01(a)(5) and (a)(6) on a
date the conditions set forth in Section 9.02 are satisfied (hereinafter,
"Covenant Defeasance") and thereafter, any omission to comply with any covenant
referred to in clause (ii) above will not constitute a Default or Event of
Default with respect to the Senior Discount Notes. The Company may exercise its
Legal Defeasance option notwithstanding its prior exercise of its Covenant
Defeasance option.

          (c) If the Company exercises its Legal Defeasance option, payment of
the Senior Discount Notes may not be accelerated because of an Event of Default
with respect thereto. If the Company exercises its Covenant Defeasance option,
payment of the Senior Discount Notes may not be accelerated because of an Event
of Default as described in Section 6.01(3) (insofar as such Event of Default
applies to obligations under Sections 5.01(a)(5), (a)(6)),


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<PAGE>

under Section 6.01(4) (insofar as such Event of Default applies to obligations
under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18,
4.19 and 4.20), under Sections 6.01(5), (6), (7) (in the case of Sections
6.01(6) and (7), with respect to Significant Subsidiaries only) or under Section
6.01(8) or the failure of the Company to comply with Section 5.01(a)(5).

          (d) Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

          (e) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9.05 and 9.06 shall
survive until such time as the Senior Discount Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 9.05 and 9.06 shall
survive.

          SECTION 9.02 Conditions to Defeasance.

          The Legal Defeasance option or the Covenant Defeasance option, in
Section 9.01 may be exercised only if:

          (a)  the Company irrevocably deposits in trust with the Trustee money
               or Government Obligations, or a combination thereof, for the
               payment of principal of and interest on the Senior Discount Notes
               to maturity or redemption, as the case may be;

          (b)  the Company delivers to the Trustee a certificate from an
               internationally recognized firm of independent certified public
               accountants expressing their opinion that the payments of
               principal, premium, if any, and interest when due and without
               reinvestment on the deposited Government Obligations plus any
               deposited money without investment will provide cash at such
               times and in such amounts as will be sufficient to pay principal,
               premium, if any, and interest when due on all the Senior Discount
               Notes to maturity or redemption, as the case may be;

          (c)  123 days pass after the deposit is made and during the 123-day
               period no Default described in Section 6.01(7) occurs with
               respect to the Company or any other Person making such deposit
               which is continuing at the end of the period;

          (d)  no Default or Event of Default has occurred and is continuing on
               the date of such deposit and after giving effect thereto;

          (e)  such deposit does not constitute a default under any other
               material agreement or instrument binding on the Company;

          (f)  the Company delivers to the Trustee an Opinion of Counsel to the
               effect that the trust resulting from the deposit does not
               constitute, or is qualified as, a regulated investment company
               under the Investment Company Act of 1940;


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<PAGE>

          (g)  in the case of an election of Legal Defeasance under Section
               9.01, the Company delivers to the Trustee an Opinion of Counsel
               stating that:

                    (1) the Company has received from, or there has been
               published by, the Internal Revenue Service a ruling; or

                    (2) since the date of this Indenture there has been a change
               in the applicable U.S. Federal income tax law,

               to the effect, in either case, that, and based thereon such
               Opinion of Counsel shall confirm that, the Holders of the Senior
               Discount Notes will not recognize income, gain or loss for U.S.
               Federal income tax purposes as a result of such Legal Defeasance
               election and will be subject to U.S. Federal income tax on the
               same amounts, in the same manner and at the same time as would
               have been the case if such election has not occurred;

          (h)  in the case of an election of Covenant Defeasance under Section
               9.01, the Company delivers to the Trustee an Opinion of Counsel
               to the effect that the Holders of the Senior Discount Notes will
               not recognize income, gain or loss for U.S. Federal income tax
               purposes as a result of such Covenant Defeasance and will be
               subject to U.S. Federal income tax on the same amounts, in the
               same manner and at the same times as would have been the case if
               such election had not occurred; and

          (i)  the Company delivers to the Trustee an Officers' Certificate and
               an Opinion of Counsel, each stating that all conditions precedent
               to an election under 9.01 have been complied with as required by
               this Indenture.

          SECTION 9.03 Deposited Money and Government Obligations To Be Held in
               Trust; Other Miscellaneous Provisions.

          All money and Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to Section 9.02(a) in respect of the
outstanding Senior Discount Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Senior Discount Notes and
this Indenture, to the payment, either directly or through any Paying Agent, to
the Holders of such Senior Discount Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 9.02(a) or the principal, premium, if any, and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Senior
Discount Notes.

          Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a request of
the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a


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<PAGE>

nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

          SECTION 9.04 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Senior Discount Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article Nine until such time as the Trustee or Paying Agent is permitted to
apply all such money or Government Obligations in accordance with Section 9.01;
provided that if the Company has made any payment of principal of, premium, if
any, or accrued interest on any Senior Discount Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Senior Discount Notes to receive such payment from the
money or Government Obligations held by the Trustee or Paying Agent.

          SECTION 9.05 Moneys Held by Paying Agent.

          In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company, and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

          SECTION 9.06 Moneys Held by Trustee.

          Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Senior Discount Note that are not applied but remain
unclaimed by the Holder of such Senior Discount Note for two years after the
date upon which the principal of, or premium, if any, or interest on such Senior
Discount Note shall have respectively become due and payable shall be repaid to
the Company upon a request of the Company, or if such moneys are then held by
the Company in trust, such moneys shall be released from such trust; and the
Holder of such Senior Discount Note entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided that the Trustee or
any such Paying Agent, before being required to make any such repayment, may, at
the expense of the Company, either mail to each Holder affected, at the address
shown in the register of the Senior Discount Notes maintained by the Registrar
pursuant to Section 2.04, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Holders entitled to


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<PAGE>
the money must look only to the Company for payment as general creditors unless
applicable abandoned property law designates another Person.

                                  ARTICLE TEN

                                  MISCELLANEOUS

          SECTION 10.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

          The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

          SECTION 10.02 Notices.

          Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

          If to the Company:

               R.H. Donnelley Finance Corporation III
               c/o R.H. Donnelley Corporation
               1001 Winstead Drive
               Cary, North Carolina 27513
               Attn: General Counsel
               Fax: (919) 297-1518

          With a copy to:

               Jones Day
               North Point, 901 Lakeside Avenue
               Cleveland, Ohio 44114-1190
               Attn: Thomas C. Daniels
               Fax: (216) 579-0212

          If to the Trustee, Registrar or Paying Agent:


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<PAGE>
               Mailing Address:
               The Bank of New York
               101 Barclay Street, Floor 8W
               New York, New York 10286
               Attn.: Corporate Trust Administration
               Fax: (212) 815-5707

          Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

          The Company or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or
communications.

          Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication to a Holder is mailed in the manner provided above, it shall be
deemed duly given, whether or not the addressee receives it.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

          SECTION 10.03 Communications by Holders with Other Holders.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Senior Discount
Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

          SECTION 10.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture (except for the issuance of Senior Discount
Notes on the Issue Date and the Exchange Senior Discount Notes), the Company
shall furnish to the Trustee:

          (A) an Officers' Certificate (which shall include the statements set
     forth in Section 10.05 below) stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (B) an Opinion of Counsel (which shall include the statements set
     forth in Section 10.05 below) stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.


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          SECTION 10.05 Statements Required in Certificate and Opinion.

          Each certificate (other than certificates pursuant to Section 4.06)
and opinion with respect to compliance by or on behalf of the Company with a
condition or covenant provided for in this Indenture shall include:

          (A) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (B) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (C) a statement that, in the opinion of such Person, it, he or she has
     made such examination or investigation as is necessary to enable it, him or
     her to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and

          (D) a statement as to whether or not, in the opinion of such Person,
     such covenant or condition has been complied with.

          SECTION 10.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

          SECTION 10.07 Legal Holidays.

          A "Legal Holiday" is a Saturday, a Sunday or other day on which (i)
commercial banks in the City of New York are authorized or required by law to
close or (ii) the New York Stock Exchange is not open for trading. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

          SECTION 10.08 Governing Law.

          This Indenture and the Senior Discount Notes shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 10.09 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.


                                       96

<PAGE>

          SECTION 10.10 Successors.

          All agreements of the Company in this Indenture and the Senior
Discount Notes shall bind their respective successors. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind its successor.

          SECTION 10.11 Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

          SECTION 10.12 Table of Contents, Headings, etc.

          The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

          SECTION 10.13 Separability.

          Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Senior Discount Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]


                                       97

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed all as of the date and year first written above.

                                        R.H. DONNELLEY FINANCE
                                        CORPORATION III


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                        Title: Vice President and Secretary


                                      S-1

<PAGE>

                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Julie Salovitch Miller
                                            ------------------------------------
                                        Name: Julie Salovitch Miller
                                        Title: Vice President


                                      S-2

<PAGE>

                                                                       EXHIBIT A

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF
THIS NOTE, THE ISSUE PRICE IS $909.81 AND THE AMOUNT OF OID IS $90.19. THE ISSUE
DATE OF THIS NOTE IS JANUARY 27, 2006 AND THE YIELD TO MATURITY IS 8.625%.

                     R.H. DONNELLEY FINANCE CORPORATION III

CUSIP No. $

                 6.875% SERIES A-2 SENIOR DISCOUNT NOTE DUE 2013

          R.H. DONNELLEY FINANCE CORPORATION III, a Delaware corporation, as
issuer (the "Company"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of $[__________] on January 15, 2013.

          Interest Payment Dates: January 15 and July 15.

          Record Dates: January 1 and July 1.

          Reference is made to the further provisions of this Senior Discount
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.


                                       A-1

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Senior Discount Note
to be signed manually or by facsimile by one of its duly authorized officers.

                                        R.H. DONNELLEY FINANCE
                                        CORPORATION III


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       A-2

<PAGE>

                          Certificate of Authentication

          This is one of the 6.875% Series A-2 Senior Discount Notes Due 2013
referred to in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee


Dated:                                  By:
       ------------------------------       ------------------------------------


                                       A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                     R.H. DONNELLEY FINANCE CORPORATION III

                 6.875% SERIES A-2 SENIOR DISCOUNT NOTE DUE 2013

          1. Interest. R.H. DONNELLEY FINANCE CORPORATION III, a Delaware
corporation, as issuer (the "Company"), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
at maturity set forth on the face hereof at a rate of 6.875% per annum. Interest
hereon will accrue from and including the most recent date to which interest has
been paid or, if no interest has been paid, from and including January 27, 2006
to but excluding the date on which interest is paid. Interest shall be payable
in arrears on each January 15 and July 15, commencing July 15, 2006. Interest
will be computed on the basis of a 360-day year of twelve 30-day months and
actual days elapsed. The Company shall pay interest on overdue principal and on
overdue interest (to the full extent permitted by law) at the rate borne by the
Senior Discount Notes.

          2. Method of Payment. The Company will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on January 1 or July 1 immediately preceding the interest payment date
(whether or not a Business Day). Holders must surrender Senior Discount Notes to
a Paying Agent to collect principal payments. The Company will pay to the Paying
Agent principal and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts. If
a Holder has given wire transfer instructions to the Company, the Company may
pay or cause to be paid by the Paying Agent, all principal, interest and
Additional Interest, if any, on that Holder's Senior Discount Notes in
accordance with those instructions. All other payments on the Senior Discount
Notes will be made at the office or agency of the Paying Agent and Registrar
unless the Company elects to make interest payments by check mailed to the
Holders at their address set forth in the register of Holders.

          3. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee") will act as a Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to the Holders. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

          4. Indenture. The Company issued the Senior Discount Notes under an
Indenture dated January 27, 2006 (the "Indenture") between the Company and the
Trustee. This is one of an issue of Senior Discount Notes of the Company issued,
or to be issued, under the Indenture. The terms of the Senior Discount Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb), as amended from time to time. The Senior Discount Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of them. Capitalized and certain other terms used herein and
not otherwise defined have the meanings set forth in the Indenture.

          The Senior Discount Notes are senior unsecured obligations of the
Company and can be issued in an initial amount of up to $660,000,000 aggregate
principal amount at maturity


                                      A-4

<PAGE>

and additional amounts as part of the same series or new series under the
Indenture subject to the provisions of the Indenture.

          5. Optional Redemption. (a) Except as set forth in this Section 5(b)
and (c), and subject to the Special Redemption set forth in Section 6 below, the
Senior Discount Notes will not be redeemable at the option of the Company prior
to January 15, 2009. Thereafter, the Senior Discount Notes will be redeemable,
at the Company's option, in whole or in part, at any time or from time to time,
upon not less than 30 nor more than 60 days' prior notice, at the following
redemption prices (expressed in percentages of principal amount at maturity),
plus accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on January 15 of the years set forth below and are expressed as
percentages of principal amount at maturity:

<TABLE>
<CAPTION>
                        Redemption
Redemption Year            Price
---------------         ----------
<S>                     <C>
2009.................    103.438%
2010.................    101.719%
2011 and thereafter..    100.000%
</TABLE>

          (b) From time to time prior to January 15, 2008, the Company may at
its option on any one or more occasions redeem Senior Discount Notes (including
Additional Senior Discount Notes, if any) in an aggregate principal amount at
maturity up to a maximum of 40% of the aggregate principal amount at maturity of
Senior Discount Notes (including Additional Senior Discount Notes, if any)
issued under the Indenture at a redemption price of 106.875% of the principal
amount at maturity, plus accrued and unpaid interest thereon, if any, to the
redemption date, subject to the rights of the holders of record on the relevant
record date to receive interest due on the relevant interest payment date, with
the net cash proceeds of one or more Qualified Equity Offerings; provided that:

          (1) at least 60% of the aggregate principal amount at maturity of
     Senior Discount Notes (including Additional Senior Discount Notes, if any)
     issued under the Indenture remains outstanding immediately after giving
     effect to any such redemption (excluding Senior Discount Notes held by the
     Company and its Subsidiaries); and

          (2) the redemption occurs within 90 days' of the date of the closing
     of such Qualified Equity Offering upon not less than 30 nor more than 60
     days' prior notice.

          (c) The Senior Discount Notes may be redeemed, in whole or in part, at
any time after consummation of the Dex Media Merger and prior to January 15,
2009, at the option of the Company upon not less than 30 nor more than 60 days'
prior notice, at a redemption price equal to 100% of the principal amount at
maturity of the Senior Discount Notes redeemed on the redemption date plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to the
applicable redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).


                                       A-5

<PAGE>

          For purposes of this Section 5(c), the following terms will have the
following definitions:

          "Applicable Premium" means, with respect to any Senior Discount Note
on any redemption date, the greater of:

          (1) 1.0% of the then outstanding principal amount at maturity of the
Senior Discount Note; and

          (2) the excess of:

               (a) the present value at such redemption date of (i) the
          redemption price of the Senior Discount Note at January 15, 2009 (such
          redemption price being set forth in the table appearing under Section
          5(a)) plus (ii) all required interest payments due on the Senior
          Discount Note through January 15, 2009 (excluding accrued but unpaid
          interest to the redemption date), computed using a discount rate equal
          to the Treasury Rate as of such redemption date plus 50 basis points;
          over

               (b) the then outstanding principal amount at maturity of the
          Senior Discount Note.

          "Treasury Rate" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to January 15, 2009;
provided, however, that if the period from the redemption date to January 15,
2009, is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.

          (d) The Trustee will select Senior Discount Notes called for
redemption pursuant to this paragraph 5 on a pro rata basis, by lot or by such
method as the Trustee in its sole discretion shall deem fair and appropriate;
provided that no Senior Discount Notes of $1,000 or less shall be redeemed in
part. A new Senior Discount Note in principal amount at maturity equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Senior Discount Note. Senior Discount Notes called
for redemption pursuant to this paragraph 5 and paragraph 7 hereto become due on
the date fixed for redemption. On and after the redemption date, interest stops
accruing on Senior Discount Notes or portions of them called for redemption.

          6. Special Redemption. In the event that If (i) the Merger Agreement
is terminated or (ii) the Dex Media Merger is not otherwise consummated on or
before June 30, 2006, (each a "Special Mandatory Redemption Event"), then the
Company will redeem the Senior Discount Notes, in whole but not in part, within
five Business Days' of the date of termination in accordance with clause (i)
above or the date specified in clause (ii) above, at a


                                      A-6

<PAGE>

redemption price in cash equal to 100% of the issue price of the Senior Discount
Notes plus accrued and unpaid interest to, but excluding, the Special Redemption
Date pursuant to the terms of the Senior Discount Notes Escrow Agreement. The
"Special Redemption Date" means the fifth Business Day after the first Special
Mandatory Redemption Event. Any redemption made pursuant to this Section 6 shall
be made pursuant to the procedures set forth in the Senior Discount Notes Escrow
Agreement.

          7. Notice of Redemption. Notices of redemption shall be mailed by
first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Senior Discount Notes to be redeemed at its registered
address. Notices of redemption may not be conditional. If any Senior Discount
Note is to be redeemed in part only, the notice of redemption that relates to
such Senior Discount Note shall state the portion of the principal amount at
maturity thereof to be redeemed.

          8. Offers To Purchase. The Indenture provides that upon the occurrence
of a Change of Control or an Asset Sale and subject to further limitations
contained therein, the Company shall make an offer to purchase outstanding
Senior Discount Notes in accordance with the procedures set forth in the
Indenture.

          9. Registration Rights. (a) Pursuant to a Registration Rights
Agreement between RHD and the Initial Purchasers named therein (the
"Registration Rights Agreement"), RHD will be obligated to consummate an
exchange offer (the "Exchange Offer") pursuant to which the Holder of this
Senior Discount Note shall have the right to exchange this Senior Discount Note
for Senior Discount Notes which have been registered under the Securities Act,
in like principal amount and having substantially identical terms as the Senior
Discount Notes except for terms concerning escrow provisions, additional
interest and transfer restrictions. (b) If (i) within 120 days after the Merger
Closing Date (or 90 days after RHD is either required or requested to file a
Shelf Registration Statement pursuant to the Registration Rights Agreement), the
Exchange Offer Registration Statement (or, if applicable, the Shelf Registration
Statement), has not been filed with the Commission; (ii) within 180 days after
the date of the Merger Closing Date (or 150 days after RHD is either required or
requested to file a Shelf Registration Statement pursuant to the Registration
Rights Agreement), the Exchange Offer Registration Statement (or, if applicable,
the Shelf Registration Statement), has not been declared effective; (iii) within
210 days after the Merger Closing Date, the Exchange Offer has not been
consummated; or (iv) after either the Exchange Offer Registration Statement or
the Shelf Registration Statement has been declared effective, such Registration
Statement thereafter ceases to be effective or useable (subject, in the case of
the Shelf Registration Statement, to the exceptions set forth in the
Registration Rights Agreement) in connection with resales of the Senior Discount
Notes or Exchange Securities in accordance with and during the periods specified
in Sections 2 and 3 of the Registration Rights Agreement (each such event
referred to in clauses (i) through (iv), a "Registration Default"), additional
interest ("Additional Interest") will accrue on the Senior Discount Notes and
the Exchange Securities (in addition to the stated interest on the Senior
Discount Notes and the Exchange Securities) from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Additional Interest will accrue at an
initial rate of 0.25% per annum of the aggregate principal amount at maturity of
the Senior Discount Notes during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum


                                      A-7

<PAGE>

which rate shall increase by 0.25% per annum for each subsequent 90-day period
during which such Registration Default continues, up to a maximum of 1.00% per
annum.

          10. Denominations, Transfer, Exchange. The Senior Discount Notes are
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Senior Discount Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar shall not be required to exchange or register a transfer of any Senior
Discount Note for a period of 15 days immediately preceding the redemption of
Senior Discount Notes, except the unredeemed portion of any Senior Discount Note
being redeemed in part.

          11. Persons Deemed Owners. The registered Holder of this Senior
Discount Note may be treated as the owner of this Senior Discount Note for all
purposes.

          12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay the money
back to the Company at its written request. After that, Holders entitled to the
money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another Person.

          13. Amendment, Supplement, Waiver, Etc. The Company and the Trustee
(if a party thereto) may, without the consent of the Holders of any outstanding
Senior Discount Notes, amend, waive or supplement the Indenture or the Senior
Discount Notes for certain specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies, maintaining the qualification of
the Indenture under the Trust Indenture Act of 1939, as amended, providing for
the assumption by a successor to the Company of its obligations under the
Indenture and making any change that does not materially and adversely affect
the rights of any Holder. Other amendments and modifications of the Indenture or
the Senior Discount Notes may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount at maturity of the outstanding Senior Discount Notes, subject to certain
exceptions requiring the consent of the Holders of the particular Senior
Discount Notes to be affected.

          14. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Debt, pay dividends on, redeem or repurchase its
Capital Stock, make certain investments, sell assets, enter into transactions
with Affiliates, expand into unrelated businesses, create liens, consolidate,
merge or sell all or substantially all of the assets of the Company and its
Restricted Subsidiaries and, prior to the consummation of the Merger, to engage
in certain activities. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.
Notwithstanding anything in the Indenture to the contrary, prior to the
consummation of the Merger, the Company will be prohibited from engaging in
certain activities.


                                      A-8

<PAGE>

          15. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Senior Discount Notes and the
Indenture and the transaction complies with the terms of Article Five of the
Indenture, the predecessor corporation will, except as provided in Article Five,
be released from those obligations.

          16. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Sections 6.01(6) and
6.01(7) of the Indenture) occurs and is continuing, then, and in each and every
such case, either the Trustee, by notice in writing to the Company, or the
Holders of not less than 25% of the principal amount at maturity of the Senior
Discount Notes then outstanding, by notice in writing to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare due
and payable, if not already due and payable, the principal of and any accrued
and unpaid interest on all of the Senior Discount Notes; and upon any such
declaration all such amounts upon such Senior Discount Notes shall become and be
immediately due and payable, anything in the Indenture or in the Senior Discount
Notes to the contrary notwithstanding. If an Event of Default specified in
Sections 6.01(6) and 6.01(7) of the Indenture occurs, then the principal of and
any accrued and unpaid interest on all of the Senior Discount Notes shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture or the
Senior Discount Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Senior Discount Notes. Subject to certain limitations, Holders of a majority in
principal amount at maturity of the then outstanding Senior Discount Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal, premium, if any, or interest on the Senior Discount Notes
or a default in the observance or performance of any of the obligations of the
Company under Article Five of the Indenture) if it determines that withholding
notice is in their best interests.

          17. Trustee Dealings with Company. Subject to certain limitations
imposed by the Trust Indenture Act, the Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.

          18. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, agent, member or stockholder or Affiliate of
the Company, as such, shall have any liability for any obligations of the
Company under the Senior Discount Notes, the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Senior Discount Notes by accepting a Senior Discount Note waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Senior Discount Notes.

          19. Discharge. The Company's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Senior
Discount Notes or upon the irrevocable deposit with the Trustee of United States
dollars or Government Obligations sufficient to pay when due principal of and
interest on the Senior Discount Notes to maturity or redemption, as the case may
be.


                                       A-9

<PAGE>

          20. Authentication. This Senior Discount Note shall not be valid until
the Trustee signs the certificate of authentication on the other side of this
Senior Discount Note.

          21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company
agree to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to the Indenture or the
Senior Discount Notes.

          22. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

               R.H. Donnelley Finance Corporation III
               c/o R.H. Donnelley Corporation
               1001 Winstead Drive
               Cary, North Carolina 27513
               Attn: General Counsel
               Telephone: (914) 297-1600
               Fax: (919) 297-1518

          With a copy to:

               Jones Day
               North Point, 901 Lakeside Avenue
               Cleveland, Ohio 44114-1190
               Attn: Thomas C. Daniels
               Tel: (216) 586-3939
               Fax: (216) 579-0212


                                      A-10

<PAGE>

                                   ASSIGNMENT

            I or we assign and transfer this Senior Discount Note to:

________________________________________________________________________________
(Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
(Print or type name, address and zip code of assignee)

          and irrevocably appoint:

          Agent to transfer this Senior Discount Note on the books of the
Company. The Agent may substitute another to act for him.


Date:                                   Your Signature:
      -------------------                               ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this
                                                        Senior Discount Note)


Signature Guarantee:
                     ----------------

                               SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have all or any part of this Senior Discount
Note purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

          [ ] Section 4.08              [ ] Section 4.12

          If you want to have only part of the Senior Discount Note purchased by
the Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:


$
 _______________________________
        (multiple of $1,000)


Date:                                   Your Signature:
      -------------------                               ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this
                                                        Senior Discount Note)


-------------------------------------
Signature Guaranteed

                               SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-12

<PAGE>

                                                                       EXHIBIT B

 [FORM OF LEGEND FOR 144A SENIOR DISCOUNT NOTES AND OTHER SENIOR DISCOUNT NOTES
                        THAT ARE RESTRICTED SECURITIES]

THIS SENIOR DISCOUNT NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS
SENIOR DISCOUNT NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN "IAI").

     (2) AGREES THAT IT WILL NOT OFFER RESELL OR OTHERWISE TRANSFER THIS SENIOR
DISCOUNT NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OF REGULATION S UNDER THE SECURITIES ACT (D) TO AN AI ACQUIRING THE SENIOR
DISCOUNT NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT AT MATURITY OF SENIOR DISCOUNT NOTES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (F)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND IN THE CASE OF (C), (D), (E) OR (F) SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S RIGHT PRIOR TO SUCH OFFER, RESALE OR TRANSFER TO REQUIRE AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION ACCEPTABLE TO THE
COMPANY AND THE TRUSTEE), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION; AND


                                       B-1

<PAGE>

     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SENIOR DISCOUNT
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.

     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.
THE INDENTURE GOVERNING THIS SENIOR DISCOUNT NOTE CONTAINS A PROVISION REQUIRING
THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SENIOR DISCOUNT NOTE IN
VIOLATION OF THE FOREGOING.


                                       B-2

<PAGE>

  [FORM OF ASSIGNMENT FOR 144A SENIOR DISCOUNT NOTES AND OTHER SENIOR DISCOUNT
                     NOTES THAT ARE RESTRICTED SECURITIES]

            I or we assign and transfer this Senior Discount Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

          and irrevocably appoint:

          Agent to transfer this Senior Discount Note on the books of the
Company. The Agent may substitute another to act for him.

                                   [Check One]

          [ ] (a) this Senior Discount Note is being transferred in compliance
with the exemption from registration under the Securities Act provided by Rule
144A thereunder.

          or

          [ ] (b) this Senior Discount Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Senior Discount Note and the
Indenture.

          If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Senior Discount Note in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.


Date:                                   Your Signature:
      -------------------                               ------------------------
                                                        (Sign exactly as your
                                                        name appears on the face
                                                        of this Senior Discount
                                                        Note)


Signature Guarantee:
                     ----------------

                               SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                       B-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

          The transfer is being effected pursuant to and in accordance with Rule
144A under the Securities Act, and, accordingly, the transferor hereby further
certifies that the beneficial interest or certificated Senior Discount Note is
being transferred to a Person that the transferor reasonably believed and
believes is purchasing the beneficial interest or certificated Senior Discount
Note for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such transfer is in
compliance with any applicable securities laws of any state of the United
States. Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or certificated Senior
Discount Note will be subject to the restrictions on transfer enumerated on the
Rule 144A Senior Discount Notes and/or the certificated Senior Discount Note and
in the Indenture and the Securities Act.

Dated:
       ------------------------------   ----------------------------------------
                                        NOTICE: To be executed by an executive
                                                officer


                                       B-4

<PAGE>

                                                                       EXHIBIT C

             [FORM OF LEGEND FOR REGULATION S SENIOR DISCOUNT NOTE]

THIS SENIOR DISCOUNT NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER:

     (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS
SENIOR DISCOUNT NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN "IAI").

     (2) AGREES THAT IT WILL NOT OFFER, RESELL OR OTHERWISE TRANSFER THIS SENIOR
DISCOUNT NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN IAI ACQUIRING THE SENIOR
DISCOUNT NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI IN EACH CASE
IN A MINIMUM PRINCIPAL AMOUNT AT MATURITY OF SENIOR DISCOUNT NOTES OF $250,000,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (F)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND IN THE CASE OF (C), (D), (E) OR (F) SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S RIGHT PRIOR TO SUCH OFFER, RESALE OR TRANSFER TO REQUIRE AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION ACCEPTABLE TO THE
COMPANY AND THE TRUSTEE), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH CASE,


                                       C-1

<PAGE>

IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SENIOR DISCOUNT
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS SENIOR DISCOUNT NOTE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SENIOR DISCOUNT NOTE IN
VIOLATION OF THE FOREGOING.


                                       C-2

<PAGE>

           [FORM OF ASSIGNMENT FOR REGULATION S SENIOR DISCOUNT NOTE]

            I or we assign and transfer this Senior Discount Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

          and irrevocably appoint:

          Agent to transfer this Senior Discount Note on the books of the
Company. The Agent may substitute another to act for him.

                                   [Check One]

          [ ] (a) this Senior Discount Note is being transferred in compliance
with the exemption from registration under the Securities Act provided by
Regulation S thereunder.

          or

          [ ] (b) this Senior Discount Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Senior Discount Note and the
Indenture.

          If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Senior Discount Note in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.


Date:                                   Your Signature:
      -------------------------------                   ------------------------
                                                        (Sign exactly as your
                                                        name appears on the face
                                                        of this Senior Discount
                                                        Note)


Signature Guarantee:
                     -----------------------------------------------------------

                               SIGNATURE GUARANTEE

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                       C-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

          The transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and, accordingly, the transferor hereby
further certifies that (i) the transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the transferee
was outside the United States or such transferor and any Person acting on its
behalf reasonably believed and believes that the transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Senior Discount Note will be subject to the restrictions on
transfer enumerated on the Regulation S Senior Discount Notes and/or the
certificated Senior Discount Note and in the Indenture and the Securities Act.

Dated:
       ------------------------------   ----------------------------------------
                                        NOTICE: To be executed by an executive
                                                officer


                                       C-4

<PAGE>

                                                                       EXHIBIT D

                [FORM OF LEGEND FOR GLOBAL SENIOR DISCOUNT NOTE]

          Any Global Senior Discount Note authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Senior Discount Note) in substantially the following
form:

          THIS SENIOR DISCOUNT NOTE IS A GLOBAL SENIOR DISCOUNT NOTE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SENIOR DISCOUNT NOTE IS NOT
EXCHANGEABLE FOR SENIOR DISCOUNT NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS SENIOR DISCOUNT NOTE (OTHER THAN A
TRANSFER OF THIS SENIOR DISCOUNT NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE
OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       D-1

<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

Attention: Corporate Trust Administration

          Re:  R.H. Donnelley Finance Corporation III (or its successor)
               6.875% Series A-2 Senior Discount Notes Due 2013 (the "Senior
               Discount Notes")

Dear Sirs:

          In connection with our proposed sale of $__________ aggregate
principal amount at maturity of the Senior Discount Notes, we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, we represent that:

     (1) the offer of the Senior Discount Notes was not made to a U.S. person or
     to a person in the United States;

     (2) either (a) at the time the buy offer was originated, the transferee was
     outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States, or
     (b) the transaction was executed in, on or through the facilities of a
     designated off-shore securities market and neither we nor any person acting
     on our behalf knows that the transaction has been pre-arranged with a buyer
     in the United States;

     (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 904(a) of Regulation S;

     (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

     (5) we have advised the transferee of the transfer restrictions applicable
     to the Senior Discount Notes.

          You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or


                                       E-1

<PAGE>

official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferee]


                                        By:
                                            ------------------------------------


                                       E-2

<PAGE>

                                                                       EXHIBIT F

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

R.H. Donnelley Finance Corporation III
c/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

          Re: 6.875% SERIES A-2 SENIOR DISCOUNT NOTES DUE 2013

          Reference is hereby made to the Indenture, dated as of January 27,
2006 (the "Indenture"), between R.H. Donnelley Finance Corporation III, as
issuer (the "Company"), and The Bank of New York, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

     (a)  a beneficial interest in a Global Senior Discount Note, or

     (b)  a definitive Senior Discount Note,

          we confirm that:

          1.   We understand that any subsequent transfer of the Senior Discount
               Notes or any interest therein is subject to certain restrictions
               and conditions set forth in the Indenture and the undersigned
               agrees to be bound by, and not to resell, pledge or otherwise
               transfer the Senior Discount Notes or any interest therein except
               in compliance with, such restrictions and conditions and the
               United States Securities Act of 1933, as amended (the "Securities
               Act").

          2.   We understand that the offer and sale of the Senior Discount
               Notes have not been registered under the Securities Act, and that
               the Senior Discount Notes and any interest therein may not be
               offered or sold except as permitted in the following sentence. We
               agree, on our own behalf and on behalf of any accounts for which
               we are acting as hereinafter stated, that if we should sell the
               Senior Discount Notes or any interest therein, prior to


                                       F-1

<PAGE>

               the expiration of the holding period applicable to sales of the
               Senior Discount Notes under Rule 144(k) of the Securities Act, we
               will do so only (A) to the Company or any subsidiary thereof, (B)
               in accordance with Rule 144A under the Securities Act to a
               "qualified institutional buyer" (as defined therein), (C) to an
               institutional "accredited investor" (as defined below) that,
               prior to such transfer, furnishes (or has furnished on its behalf
               by a U.S. broker-dealer) to you and to the Company a signed
               letter substantially in the form of this letter and, if such
               transfer is in respect of a principal amount of Senior Discount
               Notes, at the time of transfer of less than $250,000, an Opinion
               of Counsel in form reasonably acceptable to the Company to the
               effect that such transfer is in compliance with the Securities
               Act, (D) outside the United States in accordance with Rule 904 of
               Regulation S under the Securities Act, (E) pursuant to the
               provisions of Rule 144(k) under the Securities Act or (F)
               pursuant to an effective registration statement under the
               Securities Act, and we further agree to provide to any person
               purchasing the definitive Senior Discount Note or beneficial
               interest in a Global Senior Discount Note from us in a
               transaction meeting the requirements of clauses (A) through (E)
               of this paragraph a notice advising such purchaser that resales
               thereof are restricted as stated herein.

          3.   We understand that, on any proposed resale of the Senior Discount
               Notes or beneficial interest therein, we will be required to
               furnish to you and the Company such certifications, legal
               opinions and other information as you and the Company may
               reasonably require to confirm that the proposed sale complies
               with the foregoing restrictions. We further understand that the
               Senior Discount Notes purchased by us will bear a legend to the
               foregoing effect. We further understand that any subsequent
               transfer by us of the Senior Discount Notes or beneficial
               interest therein acquired by us must be effected through one of
               the Placement Agents.

          4.   We are an institutional "accredited investor" (as defined in Rule
               501(a)(1), (2), (3) or (7) of Regulation D under the Securities
               Act) and have such knowledge and experience in financial and
               business matters as to be capable of evaluating the merits and
               risks of our investment in the Senior Discount Notes, and we and
               any accounts for which we are acting are each able to bear the
               economic risk of our or its investment.

          5.   We are acquiring the Senior Discount Notes or beneficial interest
               therein purchased by us for our own account or for one or more
               accounts (each of which is an institutional "accredited
               investor") as to each of which we exercise sole investment
               discretion.


                                       F-2

<PAGE>

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ----------------------------------------
                                        [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Dated:
       -----------------------, -----


                                       F-3