<PAGE>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                           R.H. DONNELLEY CORPORATION

  $365,000,000 aggregate principal amount at maturity 6.875% Series A-1 Senior
                            Discount Notes Due 2013

  $660,000,000 aggregate principal amount at maturity 6.875% Series A-2 Senior
                            Discount Notes Due 2013

             $1,210,000,000 8.875% Series A-3 Senior Notes Due 2016

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 27, 2006

J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
Credit Suisse Securities (USA) LLC
As Representatives of the several
   Initial Purchasers named in Schedule I
   attached hereto

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

          R.H. Donnelley Corporation, a Delaware corporation (the "Company"),
proposes, among other things, to issue and sell to J.P. Morgan Securities Inc.,
Bear, Stearns & Co. Inc. and Credit Suisse Securities (USA) LLC and the other
initial purchasers named in Schedule I attached hereto (collectively, the
"Initial Purchasers"), $365,000,000 aggregate principal amount at maturity
($332,080,650 gross proceeds) of its 6.875% Series A-1 Senior Discount Notes Due
2013 (the "Series A-1 Securities") upon the terms set forth in a purchase
agreement dated January 13, 2006 (the "Purchase Agreement") relating to the
initial placement of the Notes (as defined below), and R.H. Donnelley Finance
Corporation III, a Delaware corporation and wholly owned subsidiary of the
Company ("Finance Corp."), proposes, among other things, to issue and sell to
the Initial Purchasers $660,000,000 aggregate principal amount at maturity
($600,474,600 gross proceeds) of its 6.875% Series A-2 Senior Discount Notes due
2013 (the "Series A-2 Securities") and $1,210,000,000 aggregate principal amount
of its 8.875% Series A-3 Senior Notes (the "Series A-3 Securities", and together
with the Series A-1 Securities and the Series A-2 Securities, the "Notes") upon
the terms set forth in the Purchase Agreement. Upon the Merger

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                                      -2-


Closing Date (as defined below), Finance Corp. will merge with and into R.H.
Donnelley Corporation and the Series A-2 Securities and Series A-3 Securities
will become the obligations of the Company. To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company hereby agrees with you for your benefit and the benefit
of the holders from time to time of the Notes and Exchange Notes (as defined
below), as follows:

          1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Registration Rights Agreement dated January 27, 2006 (the "Agreement") by
and among the Company and the Initial Purchasers, the following defined terms
shall have the following respective meanings:

          "Act" shall mean the Securities Act of 1933 and the rules and
regulations of the Commission promulgated thereunder.

          "Additional Interest" has the meaning set forth in Section 5(b)
hereof.

          "Affiliate" of, or Person "affiliated" with, any specified Person
shall mean any Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such specified Person. For purposes of this definition, "control" of a Person
shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled by" and "under common control with" shall have
meanings correlative to the foregoing.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Conduct Rules" shall have the meaning set forth in Section 4(t)
hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934 and the
rules and regulations of the Commission promulgated thereunder.

          "Exchange Notes" shall mean the Series A-1 Exchange Notes, Series A-2
Exchange Notes and Series A-3 Exchange Notes, collectively.

          "Exchange Offer Registration Period" shall mean the Series A-1
Exchange Offer Registration Period, the Series A-2 Exchange Offer Registration
Period and the Series A-3 Exchange Offer Registration Period, as applicable.

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                                      -3-


          "Exchange Offer Registration Statement" shall mean the Series A-1
Exchange Offer Registration Statement, the Series A-2 Exchange Offer
Registration Statement and the Series A-3 Exchange Offer Registration Statement,
as applicable.

          "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange any Notes that
it acquired for its own account as a result of market-making activities or other
trading activities (but not directly from the Company or any Affiliate of the
Company) for Exchange Notes.

          "Free Writing Prospectus" shall mean each free writing prospectus (as
defined in Rule 405 under the Securities Act) prepared by or on behalf of the
Company or used or referred to by the Company or otherwise required to be filed
by the Company pursuant to Rule 433 under the Securities Act, in each case in
connection with the sale of the Notes.

          "Holder(s)" shall mean Series A-1 Holders, Series A-2 Holders and
Series A-3 Holders, as applicable.

          "Indentures" shall mean the Series A-1 Indenture, Series A-2 Indenture
and Series A-3 Indenture, as applicable.

          "Initial Placement" shall mean the initial sale of the Notes to the
Initial Purchasers on January 27, 2006 pursuant to the Purchase Agreement.

          "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

          "Issue Date" shall mean January 27, 2006.

          "Losses" shall have the meaning set forth in Section 6(d) hereof.

          "Majority Holders" shall mean the Series A-1 Majority Holders, the
Series A-2 Majority Holders or the Series A-3 Majority Holders, as applicable.

          "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

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

          "Notes" shall have the meaning set forth in the preamble hereto.

          "Person" shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

          "Prospectus" shall mean, (i) in the case of the Series A-1
Registration Statement, the prospectus included in such Series A-1 Registration
Statement, including any prospectus, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Series A-1 Securities or the Series A-1 Exchange Notes covered by

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                                      -4-


such Series A-1 Registration Statement, and all amendments and supplements
thereto and all material incorporated by reference therein; (ii) in the case of
the Series A-2 Registration Statement, the prospectus included in such Series
A-2 Registration Statement, including any prospectus as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Series A-2 Securities or the Series A-2 Exchange Notes covered by
such Series A-2 Registration Statement, and all amendments and supplements
thereto and all material incorporated by reference therein; and (iii) in the
case of the Series A-3 Registration Statement, the prospectus included in such
Series A-3 Registration Statement, including any prospectus as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Series A-3 Securities or the Series A-3 Exchange
Notes covered by such Series A-3 Registration Statement, and all amendments and
supplements thereto and all material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

          "Registration Default" has the meaning set forth in Section 5(b)
hereof.

          "Registered Exchange Offer" shall mean the Series A-1 Registered
Exchange Offer, the Series A-2 Registered Exchange Offer and the Series A-3
Registered Exchange Offer, as applicable.

          "Registration Statement" shall mean the Series A-1 Registration
Statement, the Series A-2 Registration Statement and the Series A-3 Registration
Statement, as applicable.

          "Series A-1 Exchange Notes" shall mean notes of the Company identical
in all material respects to the Series A-1 Securities (except that the
Additional Interest provisions, the transfer restrictions and the restrictive
legends shall be modified or eliminated, as appropriate) and to be issued under
the Series A-1 Indenture.

          "Series A-2 Exchange Notes" shall mean notes of the Company identical
in all material respects to the Series A-2 Securities (except that the
Additional Interest provisions, the transfer restrictions, the restrictive
legends and the escrow provisions shall be modified or eliminated, as
appropriate) and to be issued under the Series A-2 Indenture.

          "Series A-3 Exchange Notes" shall mean notes of the Company identical
in all material respects to the Series A-3 Securities (except that the
Additional Interest provisions, the transfer restrictions, the restrictive
legends and the escrow provisions shall be modified or eliminated, as
appropriate) and to be issued under the Series A-3 Indenture.

          "Series A-1 Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Series A-1 Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of such Series A-1 Exchange Offer Registration
Statement.

          "Series A-2 Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Series A-2 Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of such Series A-2 Exchange Offer Registration
Statement.

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                                       -5-


          "Series A-3 Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Series A-3 Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of such Series A-3 Exchange Offer Registration
Statement.

          "Series A-1 Exchange Offer Registration Statement" shall mean a
registration statement of the Company on Form S-4 or on another appropriate form
under the Act with respect to a Series A-1 Registered Exchange Offer, all
amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

          "Series A-2 Exchange Offer Registration Statement" shall mean a
registration statement of the Company on Form S-4 or on another appropriate form
under the Act with respect to a Series A-2 Registered Exchange Offer, all
amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

          "Series A-3 Exchange Offer Registration Statement" shall mean a
registration statement of the Company on Form S-4 or on another appropriate form
under the Act with respect to a Series A-3 Registered Exchange Offer, all
amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

          "Series A-1 Holders" shall mean holders from time to time of Series
A-1 Securities and Series A-1 Exchange Notes.

          "Series A-2 Holders" shall mean holders from time to time of Series
A-2 Securities and Series A-2 Exchange Notes.

          "Series A-3 Holders" shall mean holders from time to time of Series
A-3 Securities and Series A-3 Exchange Notes.

          "Series A-1 Indenture" shall mean the Indenture dated as of January
27, 2006, between the Company and The Bank of New York, as trustee, under which
the Series A-1 Securities were issued, as amended or supplemented from time to
time in accordance with the terms thereof.

          "Series A-2 Indenture" shall mean the Indenture dated as of January
27, 2006, between the Finance Corp. and The Bank of New York, as trustee, under
which the Series A-2 Securities were issued, as amended or supplemented from
time to time in accordance with the terms thereof.

          "Series A-3 Indenture" shall mean the Indenture dated as of January
27, 2006, between the Finance Corp. and The Bank of New York, as trustee, under
which the Series A-3

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                                       -6-


Securities were issued, as amended or supplemented from time to time in
accordance with the terms thereof.

          "Series A-1 Majority Holders" shall mean the Holders of a majority of
the aggregate principal amount at maturity of Series A-1 Securities and Series
A-1 Exchange Notes, as the case may be, registered under a Series A-1
Registration Statement.

          "Series A-2 Majority Holders" shall mean the Holders of a majority of
the aggregate principal amount at maturity of Series A-2 Securities and Series
A-2 Exchange Notes, as the case may be, registered under a Series A-2
Registration Statement.

          "Series A-3 Majority Holders" shall mean the Holders of a majority of
the aggregate principal amount of Series A-3 Securities and Series A-3 Exchange
Notes, as the case may be, registered under a Series A-3 Registration Statement.

          "Series A-1 Registered Exchange Offer" shall mean the proposed offer
of the Company to issue and deliver to the holders of the Series A-1 Securities
that are not prohibited by any law or policy of the Commission from
participating in such offer a like aggregate principal amount at maturity of
Series A-1 Exchange Notes in exchange for the Series A-1 Securities.

          "Series A-2 Registered Exchange Offer" shall mean the proposed offer
of the Company to issue and deliver to the holders of the Series A-2 Securities
that are not prohibited by any law or policy of the Commission from
participating in such offer a like aggregate principal amount at maturity of
Series A-2 Exchange Notes in exchange for the Series A-2 Securities.

          "Series A-3 Registered Exchange Offer" shall mean the proposed offer
of the Company to issue and deliver to the holders of the Series A-3 Securities
that are not prohibited by any law or policy of the Commission from
participating in such offer a like aggregate principal amount of Series A-3
Exchange Notes in exchange for the Series A-3 Securities.

          "Series A-1 Registration Statement" shall mean any Series A-1 Exchange
Offer Registration Statement or Series A-1 Shelf Registration Statement that
covers any of the Series A-1 Securities or the Series A-1 Exchange Notes
pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.

          "Series A-2 Registration Statement" shall mean any Series A-2 Exchange
Offer Registration Statement or Series A-2 Shelf Registration Statement that
covers any of the Series A-2 Securities or the Series A-2 Exchange Notes
pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.

          "Series A-3 Registration Statement" shall mean any Series A-3 Exchange
Offer Registration Statement or Series A-3 Shelf Registration Statement that
covers any of the Series

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                                       -7-


A-3 Securities or the Series A-3 Exchange Notes pursuant to the provisions of
this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus
contained therein), all exhibits thereto and all material incorporated by
reference therein.

          "Series A-1 Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Series A-1 Securities or Series A-1
Exchange Notes, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

          "Series A-2 Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Series A-2 Securities or Series A-2
Exchange Notes, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

          "Series A-3 Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Series A-3 Securities or Series A-3
Exchange Notes, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

          "Shelf Registration Period" shall have the meaning set forth in
Section 3(b)(ii) hereof.

          "Shelf Registration Statement" shall mean the Series A-1 Shelf
Registration Statement, Series A-2 Shelf Registration Statement or Series A-3
Shelf Registration Statement, as applicable.

          "Trustee" shall mean the trustee with respect to the Notes under the
Series A-1 Indenture, Series A-2 Indenture or Series A-3 Indenture, as
applicable.

          "Underwriter" shall mean any Person deemed an "underwriter," under the
Act, of the Notes or Exchange Notes in connection with an offering thereof under
a Shelf Registration Statement.

          2. Registered Exchange Offer. (a) The Company shall, (i) in the case
of the Series A-2 Securities and Series A-3 Securities, not later than 120 days
following the Merger

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                                       -8-


Closing Date (or if such 120th day is not a Business Day, the next succeeding
Business Day) prepare and file with the Commission the Series A-2 Exchange Offer
Registration Statement and the Series A-3 Exchange Offer Registration Statement
with respect to the Series A-2 Securities and Series A-3 Securities,
respectively, in connection with the Series A-1 Registered Exchange Offer and
Series A-2 Registered Exchange Offer, respectively, and (ii) in the case of the
Series A-1 Securities, not later than 120 days following the Issue Date (or if
such 120th day is not a Business Day, the next succeeding Business Day), prepare
and file with the Commission a Series A-1 Exchange Offer Registration Statement
with respect to the Series A-1 Securities in connection with the Series A-1
Registered Exchange Offer. The Company shall use its reasonable best efforts to
cause the Series A-2 Exchange Offer Registration Statement and the Series A-3
Exchange Offer Registration Statement to become effective under the Act within
180 days (or if such 180th day is not a Business Day, the next succeeding
Business Day) following the Merger Closing Date, and to cause the Series A-1
Exchange Offer Registration Statement to become effective under the Act within
180 days following the Issue Date (or if such 180th day is not a Business Day,
the next succeeding Business Day). Each of the Exchange Offer Registration
Statements will not be deemed to have become effective unless it has been
declared effective by the Commission.

          (b) (i) Unless the Series A-1 Exchange Offer would not be permitted by
applicable law or Commission policy, upon the effectiveness of the Series A-1
Exchange Offer Registration Statement, the Company shall promptly commence the
Series A-1 Registered Exchange Offer, and use all reasonable best efforts to
issue, on or prior to 210 days following the Issue Date (or if such 210th day is
not a Business Day, the next succeeding Business Day), or longer, if required by
federal securities laws, Series A-1 Exchange Notes in exchange for all Series
A-1 Securities tendered for exchange in the Series A-1 Registered Exchange
Offer, it being the objective of such Series A-1 Registered Exchange Offer to
enable each Holder electing to exchange Series A-1 Securities for Series A-1
Exchange Notes (assuming that such Holder is not an Affiliate of the Company,
acquires the Series A-1 Exchange Notes in the ordinary course of such Holder's
business, is not engaged in and does not intend to engage in and has no
arrangements or understandings with any Person to participate in the
distribution of the Series A-1 Exchange Notes, is not a broker-dealer tendering
Series A-1 Securities directly acquired from the Company for its own account and
is not prohibited by any law or policy of the Commission from participating in
the Series A-1 Registered Exchange Offer) to trade such Series A-1 Exchange
Notes from and after their receipt without any limitations or restrictions under
the Act and under state securities or blue sky laws.

          (ii) Unless the Series A-2 Exchange Offer would not be permitted by
applicable law or Commission policy, upon the effectiveness of the Series A-2
Exchange Offer Registration Statement, the Company shall promptly commence the
Series A-2 Registered Exchange Offer, and use all reasonable best efforts to
issue, on or prior to 210 days following the Merger Closing Date (or if such
210th day is not a Business Day, the next succeeding Business Day), or longer,
if required by federal securities laws, Series A-2 Exchange Notes in exchange
for all Series A-2 Securities tendered for exchange in the Series A-2 Registered
Exchange Offer, it being the objective of such Series A-2 Registered Exchange
Offer to enable each Holder electing to exchange Series A-2 Securities for
Series A-2 Exchange Notes (assuming that such Holder is not an Affiliate of the
Company, acquires the Series A-2 Exchange Notes in the ordinary course of such
Holder's business, is not engaged in and does not intend to engage in and

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                                       -9-


has no arrangements or understandings with any Person to participate in the
distribution of the Series A-2 Exchange Notes, is not a broker-dealer tendering
Series A-2 Securities directly acquired from the Company for its own account and
is not prohibited by any law or policy of the Commission from participating in
the Series A-2 Registered Exchange Offer) to trade such Series A-2 Exchange
Notes from and after their receipt without any limitations or restrictions under
the Act and under state securities or blue sky laws.

          (iii) Unless the Series A-3 Exchange Offer would not be permitted by
applicable law or Commission policy, upon the effectiveness of the Series A-3
Exchange Offer Registration Statement, the Company shall promptly commence the
Series A-3 Registered Exchange Offer, and use all reasonable best efforts to
issue, on or prior to 210 days following the Merger Closing Date (or if such
210th day is not a Business Day, the next succeeding Business Day), or longer,
if required by federal securities laws, Series A-3 Exchange Notes in exchange
for all Series A-3 Securities tendered for exchange in the Series A-3 Registered
Exchange Offer, it being the objective of such Series A-3 Registered Exchange
Offer to enable each Holder electing to exchange Series A-3 Securities for
Series A-3 Exchange Notes (assuming that such Holder is not an Affiliate of the
Company, acquires the Series A-3 Exchange Notes in the ordinary course of such
Holder's business, is not engaged in and does not intend to engage in and has no
arrangements or understandings with any Person to participate in the
distribution of the Series A-3 Exchange Notes, is not a broker-dealer tendering
Series A-3 Securities directly acquired from the Company for its own account and
is not prohibited by any law or policy of the Commission from participating in
the Series A-3 Registered Exchange Offer) to trade such Series A-3 Exchange
Notes from and after their receipt without any limitations or restrictions under
the Act and under state securities or blue sky laws.

          (c) In connection with each of the Registered Exchange Offers, the
Company shall:

          (i) mail (x) to each Holder of the Series A-1 Securities, a copy of
     the Prospectus forming part of the Series A-1 Exchange Offer Registration
     Statement, together with any appropriate letter of transmittal and related
     documents, (y) to each Holder of the Series A-2 Securities, a copy of the
     Prospectus forming part of the Series A-2 Exchange Offer Registration
     Statement, together with any appropriate letter of transmittal and related
     documents and (z) to each Holder of the Series A-3 Securities, a copy of
     the Prospectus forming part of the Series A-3 Exchange Offer Registration
     Statement, together with any appropriate letter of transmittal and related
     documents;

          (ii) keep (x) the Series A-1 Registered Exchange Offer open for not
     less than 30 days after the date notice thereof is mailed to the Holders of
     Series A-1 Securities (or longer if required by applicable law), (y) the
     Series A-2 Registered Exchange Offer open for not less than 30 days after
     the date notice thereof is mailed to the Holders of Series A-2 Securities
     (or longer if required by applicable law) and (z) the Series A-3 Registered
     Exchange Offer open for not less than 30 days after the date notice thereof
     is mailed to the Holders of Series A-3 Securities (or longer if required by
     applicable law);

          (iii) if the Company receives notice from an Exchanging Dealer that
     such Exchanging Dealer holds Series A-1 Securities, Series A-2 Securities
     or Series A-3

<PAGE>

                                      -10-


     Securities acquired for the account of such Exchanging Dealer as a result
     of market making or other trading activities, use their respective
     reasonable best efforts to keep the Series A-1 Exchange Offer Registration
     Statement, Series A-2 Exchange Offer Registration Statement or Series A-3
     Exchange Offer Registration Statement, as the case may be, continuously
     effective under the Act, supplemented and amended as required under the Act
     to ensure that it is available, in the case of the Series A-1 Securities,
     for sales of Series A-1 Exchange Notes by Exchanging Dealers during the
     Series A-1 Exchange Offer Registration Period, in the case of the Series
     A-2 Securities, for sales of Series A-2 Exchange Notes by Exchanging
     Dealers during the Series A-2 Exchange Offer Registration Period, and in
     the case of the Series A-3 Securities, for sales of Series A-3 Exchange
     Notes by Exchanging Dealers during the Series A-3 Exchange Offer
     Registration Period;

          (iv) utilize the services of a depositary for each Registered Exchange
     Offer with an address in the Borough of Manhattan in New York City, which
     may be the Trustee or an Affiliate of the Trustee;

          (v) permit applicable Holders to withdraw tendered Series A-1
     Securities, Series A-2 Securities and Series A-3 Securities at any time
     prior to the close of business, New York time, on the last Business Day on
     which the Series A-1 Registered Exchange Offer, the Series A-2 Exchange
     Offer and/or the Series A-3 Exchange Offer, respectively, is open by
     sending to the entity specified in the applicable Prospectus, a facsimile
     or letter setting forth the name of such Holder, the principal amount at
     maturity of the Series A-1 Securities or Series A-2 Securities or the
     principal amount of Series A-3 Securities, as the case may be, delivered
     for exchange and a statement that such Holder is withdrawing such Holder's
     election to have such Series A-1 Securities, Series A-2 Securities or
     Series A-3 Securities, as the case may be, exchanged;

          (vi) prior to effectiveness of each Exchange Offer Registration
     Statement, provide a supplemental letter to the Commission (A) stating that
     the Company is conducting such Registered Exchange Offer in reliance on the
     position of the Commission in Exxon Capital Holdings Corporation (pub.
     avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
     1991); and (B) including a representation (1) in the case of the Series A-1
     Registered Exchange Offer, that the Company has not entered into any
     arrangement or understanding with any Person to distribute the Series A-1
     Exchange Notes to be received in the Series A-1 Registered Exchange Offer
     and that, to the best of the Company's information and belief, each Holder
     participating in the Series A-1 Registered Exchange Offer is acquiring the
     Series A-1 Exchange Notes in the ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Series A-1 Exchange Notes, (2) in the case of the
     Series A-2 Registered Exchange Offer, that the Company has not entered into
     any arrangement or understanding with any Person to distribute the Series
     A-2 Exchange Notes to be received in the Series A-2 Registered Exchange
     Offer and that, to the best of the Company's information and belief, each
     Holder participating in the Series A-2 Registered Exchange Offer is
     acquiring the Series A-2 Exchange Notes in the ordinary course of business
     and has no arrangement or understanding with any Person to participate in
     the distribution of the Series A-2

<PAGE>

                                      -11-


     Exchange Notes and (3) in the case of the Series A-3 Registered Exchange
     Offer, that the Company has not entered into any arrangement or
     understanding with any Person to distribute the Series A-3 Exchange Notes
     to be received in the Series A-3 Registered Exchange Offer and that, to the
     best of the Company's information and belief, each Holder participating in
     the Series A-3 Registered Exchange Offer is acquiring the Series A-3
     Exchange Notes in the ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the
     Series A-3 Exchange Notes; and

          (vii) comply in all respects with all applicable laws relating to each
     Registered Exchange Offer.

          (d) As soon as reasonably practicable after the close of any
Registered Exchange Offer, the Company shall:

          (i) (x) in the case of the Series A-1 Registered Exchange Offer,
     accept for exchange all Series A-1 Securities, duly tendered and not
     validly withdrawn pursuant to the Series A-1 Registered Exchange Offer in
     accordance with the terms of the Series A-1 Exchange Offer Registration
     Statement and letter of transmittal, which shall be an exhibit thereto, (y)
     in the case of the Series A-2 Registered Exchange Offer, accept for
     exchange all Series A-2 Securities, duly tendered and not validly withdrawn
     pursuant to the Series A-2 Registered Exchange Offer in accordance with the
     terms of the Series A-2 Exchange Offer Registration Statement and letter of
     transmittal, which shall be an exhibit thereto and (z) in the case of the
     Series A-3 Registered Exchange Offer, accept for exchange all Series A-3
     Securities, duly tendered and not validly withdrawn pursuant to the Series
     A-3 Registered Exchange Offer in accordance with the terms of the Series
     A-3 Exchange Offer Registration Statement and letter of transmittal, which
     shall be an exhibit thereto;

          (ii) deliver to the Trustee for cancellation in accordance with
     Section 4(r) hereof all Series A-1 Securities, Series A-2 Securities or
     Series A-3 Securities so accepted for exchange; and

          (iii) cause the Trustee promptly to authenticate and deliver to each
     Holder of Series A-1 Securities, Series A-2 Securities or Series A-3
     Securities a principal amount of Series A-1 Exchange Notes, Series A-2
     Exchange Notes, or Series A-3 Exchange Notes, as the case may be, equal to
     the principal amount at maturity of the Series A-1 Securities or Series A-2
     Securities or the principal amount of Series A-3 Securities of such Holder
     so accepted for exchange.

          (e) Each Holder, by tendering Series A-1 Securities, Series A-2
Securities or Series A-3 Securities for exchange for Series A-1 Exchange Notes,
Series A-2 Exchange Notes or Series A-3 Exchange Notes, respectively,
acknowledges and agrees that any Broker-Dealer and any such Holder using the
Series A-1 Registered Exchange Offer, the Series A-2 Registered Exchange Offer
or the Series A-3 Registered Exchange Offer, respectively, to participate in a
distribution of the Series A-1 Exchange Notes, Series A-2 Exchange Notes or
Series A-3 Exchange Notes (x) could not under Commission policy as in effect on
the date of this Agreement rely on the position of the Commission in Morgan
Stanley and Co., Inc. (pub. avail.

<PAGE>

                                      -12-


June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988),
as interpreted in the Commission's letter to Shearman & Sterling dated July 2,
1993 and similar no-action letters; and (y) must comply with the registration
and prospectus delivery requirements of the Act in connection with any secondary
resale transaction and must be covered by an effective registration statement
containing the selling security holder information required by Item 507 and 508
of Regulation S-K, as applicable, under the Act if the resales are of Series A-1
Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange Notes obtained
by such Holder in exchange for Series A-1 Securities, Series A-2 Securities or
Series A-3 Securities, respectively, acquired by such Holder directly from the
Company or one of its Affiliates. Accordingly, each applicable Holder
participating in a Series A-1 Registered Exchange Offer, a Series A-2 Registered
Exchange Offer or a Series A-3 Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of such Series
A-1 Registered Exchange Offer, Series A-2 Registered Exchange Offer or Series
A-3 Registered Exchange Offer:

          (i) any Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series
     A-3 Exchange Notes, as the case may be, received by such Holder will be
     acquired in the ordinary course of business;

          (ii) such Holder will have no arrangement or understanding with any
     Person to participate in the distribution of the Series A-1 Securities,
     Series A-2 Securities or Series A-3 Securities, as the case may be, or the
     Series A-1 Exchange Notes, the Series A-2 Exchange Notes, or Series A-3
     Exchange Notes, as the case may be, within the meaning of the Act; and

          (iii) such Holder is not an Affiliate of the Company.

          (f) If any Initial Purchaser determines that it is not eligible to
participate in the Series A-1 Registered Exchange Offer with respect to the
exchange of Series A-1 Securities constituting any portion of an unsold
allotment, at the request of such Initial Purchaser, the Company shall issue and
deliver to such Initial Purchaser or the Person purchasing Series A-1 Exchange
Notes registered under a Shelf Registration Statement as contemplated by Section
3 hereof from such Initial Purchaser, in exchange for such Series A-1
Securities, a like principal amount of Series A-1 Exchange Notes. If any Initial
Purchaser determines that it is not eligible to participate in the Series A-2
Registered Exchange Offer with respect to the exchange of Series A-2 Securities
constituting any portion of an unsold allotment, at the request of such Initial
Purchaser, the Company shall issue and deliver to such Initial Purchaser or the
Person purchasing Series A-2 Exchange Notes registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Series A-2 Securities, a like principal amount
of Series A-2 Exchange Notes. If any Initial Purchaser determines that it is not
eligible to participate in the Series A-3 Registered Exchange Offer with respect
to the exchange of Series A-3 Securities constituting any portion of an unsold
allotment, at the request of such Initial Purchaser, the Company shall issue and
deliver to such Initial Purchaser or the Person purchasing Series A-3 Exchange
Notes registered under a Shelf Registration Statement as contemplated by Section
3 hereof from such Initial Purchaser, in exchange for such Series A-3
Securities, a like principal amount of Series A-3 Exchange Notes. The Company
shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue

<PAGE>

                                      -13-


the same CUSIP number for (x) such Series A-1 Exchange Notes as for Series A-1
Exchange Notes issued pursuant to the Series A-1 Registered Exchange Offer, (y)
such Series A-2 Exchange Notes as for Series A-2 Exchange Notes issued pursuant
to the Series A-2 Registered Exchange Offer and (z) such Series A-3 Exchange
Notes as for Series A-3 Exchange Notes issued pursuant to the Series A-3
Registered Exchange Offer.

          3. Shelf Registration. (a) (x) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Series A-1 Registered Exchange Offer as contemplated by Section 2 hereof;
(ii) for any other reason such Series A-1 Registered Exchange Offer is not
consummated within 210 days after the Issue Date (or if such 210th day is not a
Business Day, the next succeeding Business Day); or (iii) prior to the 20th
Business Day following consummation of the Series A-1 Registered Exchange Offer
(A) any Initial Purchaser so requests with respect to Series A-1 Securities that
are not eligible to be exchanged for Series A-1 Exchange Notes in such
Registered Exchange Offer and that are held by it following consummation of such
Series A-1 Registered Exchange Offer; (B) any Series A-1 Holder (other than an
Initial Purchaser) is not eligible to participate in such Series A-1 Registered
Exchange Offer; or (C) in the case of any Initial Purchaser that participates in
the Series A-1 Registered Exchange Offer or acquires Series A-1 Exchange Notes
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable Series A-1 Exchange Notes in exchange for Series A-1 Securities
constituting any portion of an unsold allotment (it being understood that (1)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 and 508 of Regulation S-K, as applicable, under
the Act in connection with sales of Series A-1 Exchange Notes acquired in
exchange for such Series A-1 Securities shall result in such Series A-1 Exchange
Notes being not "freely tradeable"; and (2) the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of Series A-1 Exchange
Notes acquired in the Series A-1 Registered Exchange Offer in exchange for
Series A-1 Securities acquired as a result of market-making activities or other
trading activities shall not result in such Series A-1 Exchange Notes being not
"freely tradeable") the Company shall effect a Shelf Registration Statement in
accordance with Section 3(b) hereof,

          (y) if (i) due to any change in law or applicable interpretations
thereof by the Commission's staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Series A-2 Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
such Series A-2 Registered Exchange Offer is not consummated within 210 days
after the Merger Closing Date (or if such 210th day is not a Business Day, the
next succeeding Business Day); or (iii) prior to the 20th Business Day following
consummation of the Series A-2 Registered Exchange Offer (A) any Initial
Purchaser so requests with respect to Series A-2 Securities that are not
eligible to be exchanged for Series A-2 Exchange Notes in such Registered
Exchange Offer and that are held by it following consummation of such Series A-2
Registered Exchange Offer; (B) any Series A-2 Holder (other than an Initial
Purchaser) is not eligible to participate in such Series A-2 Registered Exchange
Offer; or (C) in the case of any Initial Purchaser that participates in the
Series A-2 Registered Exchange Offer or acquires Series A-2 Exchange Notes
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable Series A-2 Exchange Notes in exchange for Series A-2 Securities
constituting any portion of an unsold allotment (it being understood that (1)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 and 508 of

<PAGE>

                                      -14-


Regulation S-K, as applicable, under the Act in connection with sales of Series
A-2 Exchange Notes acquired in exchange for such Series A-2 Securities shall
result in such Series A-2 Exchange Notes being not "freely tradeable"; and (2)
the requirement that an Exchanging Dealer deliver a Prospectus in connection
with sales of Series A-2 Exchange Notes acquired in the Series A-2 Registered
Exchange Offer in exchange for Series A-2 Securities acquired as a result of
market-making activities or other trading activities shall not result in such
Series A-2 Exchange Notes being not "freely tradeable") the Company shall effect
a Shelf Registration Statement in accordance with Section 3(b) hereof, or

          (z) if (i) due to any change in law or applicable interpretations
thereof by the Commission's staff, the Company determines upon advice of its
outside counsel that it is not permitted to effect the Series A-3 Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason,
such Series A-3 Registered Exchange Offer is not consummated within 210 days
after the Merger Closing Date (or if such 210th day is not a Business Day, the
next succeeding Business Day); or (iii) prior to the 20th Business Day following
consummation of the Series A-3 Registered Exchange Offer (A) any Initial
Purchaser so requests with respect to Series A-3 Securities that are not
eligible to be exchanged for Series A-3 Exchange Notes in such Registered
Exchange Offer and that are held by it following consummation of such Series A-3
Registered Exchange Offer; (B) any Series A-3 Holder (other than an Initial
Purchaser) is not eligible to participate in such Series A-3 Registered Exchange
Offer; or (C) in the case of any Initial Purchaser that participates in the
Series A-3 Registered Exchange Offer or acquires Series A-3 Exchange Notes
pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely
tradeable Series A-3 Exchange Notes in exchange for Series A-3 Securities
constituting any portion of an unsold allotment (it being understood that (1)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 and 508 of Regulation S-K, as applicable, under
the Act in connection with sales of Series A-3 Exchange Notes acquired in
exchange for such Series A-3 Securities shall result in such Series A-3 Exchange
Notes being not "freely tradeable"; and (2) the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of Series A-3 Exchange
Notes acquired in the Series A-3 Registered Exchange Offer in exchange for
Series A-3 Securities acquired as a result of market-making activities or other
trading activities shall not result in such Series A-3 Exchange Notes being not
"freely tradeable"), the Company shall effect a Shelf Registration Statement in
accordance with Section 3(b) hereof.

          (b) (i) The Company shall use all reasonable best efforts to file with
the Commission on or prior to 90 days after so required or requested pursuant to
Section 3, and cause to be declared effective by the Commission on or prior to
150 days after so required or requested pursuant to this Section 3, a Shelf
Registration Statement relating to the offer and sale of the Series A-1
Securities or Series A-1 Exchange Notes, Series A-2 Securities or Series A-2
Exchange Notes or Series A-3 Securities or Series A-3 Exchange Notes, as the
case may be, by the Holders thereof from time to time in accordance with the
methods of distribution elected by (x) in the case of a Shelf Registration
Statement with respect to the Series A-1 Securities or Series A-1 Exchange
Notes, a majority of such Holders of the Series A-1 Securities and Series A-1
Exchange Notes that are being registered and set forth in such Shelf
Registration Statement; (y) in the case of a Shelf Registration Statement with
respect to the Series A-2 Securities or Series A-2 Exchange Notes, a majority of
such Holders of the Series A-2 Securities and Series A-2 Exchange Notes that are
being registered and set forth in such Shelf Registration Statement

<PAGE>

                                      -15-


and (z) in the case of a Shelf Registration Statement with respect to the Series
A-3 Securities or Series A-3 Exchange Notes, a majority of such Holders of the
Series A-3 Securities and Series A-3 Exchange Notes that are being registered
and set forth in such Shelf Registration Statement; provided, however, that in
each case nothing in this Section 3(b) shall require the filing of a Shelf
Registration Statement prior to the deadline for filing the Series A-1 Exchange
Offer Registration Statement, Series A-2 Exchange Offer Registration Statement
or Series A-3 Exchange Offer Registration Statement in the case of clause (x),
(y) and (z), respectively, as set forth in Section 2(a); provided, further, that
in each case, no Holder (other than an Initial Purchaser) shall be entitled to
have the Notes held by it covered by such Shelf Registration Statement unless
such Holder agrees in writing to be bound by all of the provisions of this
Agreement applicable to such Holder; and provided, further, that with respect to
Exchange Notes received by an Initial Purchaser in exchange for Notes
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the applicable Exchange Offer Registration Statement containing the
information required by Item 507 and 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a
Shelf Registration Statement. A Shelf Registration Statement pursuant to Section
3(b) hereof will not be deemed to have become effective unless it has been
declared effective by the Commission or is automatically effective upon filing
with the Commission as provided by Rule 462 under the Securities Act.

          (ii) The Company shall use its reasonable best efforts to keep each
Shelf Registration Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the original issuance date
of the Notes or such shorter period that will terminate when all the Notes or
Exchange Notes, as applicable, covered by the Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement or cease to be
outstanding (in any such case, such period being called the "Shelf Registration
Period"). The Company shall be deemed not to have used reasonable best efforts
to keep the Shelf Registration Statement effective during the requisite period
if it takes any action that would result in applicable Holders of Notes or
Exchange Notes covered thereby not being able to offer and sell such Notes or
Exchange Notes during that period, unless (A) such action is required by
applicable law; or (B) such action is taken by the Company in good faith and for
valid business reasons (not including avoidance of its obligations hereunder),
including the acquisition or divestiture of assets, so long as the Company
thereafter complies with the requirements of Section 4(j) hereof, if applicable.

          4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

          (a) The Company shall:

                    (i) furnish to each of you, not less than five Business Days
               prior to the filing thereof with the Commission, a copy of each
               Exchange Offer Registration Statement or each Shelf Registration
               Statement, as the

<PAGE>

                                      -16-


               case may be, any Prospectus and each amendment to a Registration
               Statement or amendment or supplement, if any, to a Prospectus
               included therein (and upon written request, all documents
               incorporated by reference into a Registration Statement or a
               Prospectus after the initial filing of such Registration
               Statement or Prospectus) and shall use its reasonable best
               efforts to reflect in each such document, when so filed with the
               Commission, such comments as you reasonably propose within a
               reasonable time prior to such filing;

                    (ii) in the case of each Exchange Offer Registration
               Statement, to the extent permitted by the Act, include the
               information in substantially the form set forth in Annex A hereto
               on the facing page of such Exchange Offer Registration Statement,
               in substantially the form set forth in Annex B hereto in the
               forepart of such Exchange Offer Registration Statement in a
               section setting forth details of the Exchange Offer, in
               substantially the form set forth in Annex C hereto in the
               underwriting or plan of distribution section of the Prospectus
               contained in such Exchange Offer Registration Statement, and in
               substantially the form set forth in Annex D hereto in the letter
               of transmittal delivered pursuant to such Registered Exchange
               Offer; and

                    (iii) in the case of any Shelf Registration Statement,
               include the names of the Holders that propose to sell any Notes
               Exchange Notes, pursuant to such Shelf Registration Statement as
               selling security holders and the applicable information required
               by Item 507 of Regulation S-K as provided by the Holders.

          (b) The Company shall advise you, the Holders, as applicable, of the
Series A-1 Securities, Series A-2 Securities or Series A-3 Securities or the
Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange
Notes covered by any Series A-1 Shelf Registration Statement, Series A-2 Shelf
Registration Statement or Series A-3 Shelf Registration Statement, as the case
may be, and any Exchanging Dealer under the Series A-1 Exchange Offer
Registration Statement, Series A-2 Exchange Offer Registration Statement or
Series A-3 Exchange Offer Registration Statement, as the case may be, that has
provided in writing to the Company a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

          (i) when the applicable Registration Statement or any amendment
     thereto has been filed with the Commission and when such Registration
     Statement or any post-effective amendment thereto has become effective and
     when any amendment or supplement to the Prospectus contained in such
     Registration Statement has been filed;

          (ii) of any request by the Commission for any amendment or supplement
     to the applicable Registration Statement or the Prospectus or for
     additional information;

<PAGE>

                                      -17-


          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of the applicable Registration Statement or the
     initiation of any proceedings for that purpose, including the receipt by
     the Company of any notice of objection of the Commission to the use of a
     Registration Statement or any post-effective amendment thereto pursuant to
     Rule 401(g)(2) of the Securities Act;

          (iv) of the receipt by the Company of any notification with respect to
     the suspension of the qualification of the securities included therein for
     sale in any jurisdiction or the initiation of any proceeding for such
     purpose; and

          (v) of the happening of any event that requires any change in such
     Registration Statement or the related Prospectus so that, as of such date,
     the statements therein are not misleading and do not omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein (in the case of the Prospectus, in the light of the
     circumstances under which they were made) not misleading; provided, that
     such notice need not identify the reasons for such event that requires such
     change in such Registration Statement or related Prospectus.

          (c) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or qualification of the securities therein for sale in any
jurisdiction or the resolution of any objection of the Commission pursuant to
Rule 401(g)(2), including by filing an amendment to the Registration Statement
on the proper form, at the earliest possible time.

          (d) The Company shall furnish to each Holder of Series A-1 Securities,
Series A-2 Securities or Series A-3 Securities or Series A-1 Exchange Notes,
Series A-2 Exchange Notes or Series A-3 Exchange Notes covered by such Series
A-1 Shelf Registration Statement, Series A-2 Shelf Registration Statement, or
Series A-3 Shelf Registration Statement, respectively, without charge, at least
one copy of such Series A-1 Shelf Registration Statement, Series A-2 Shelf
Registration Statement and Series A-3 Shelf Registration Statement,
respectively, and any post-effective amendment thereto, including, upon written
request, all material incorporated therein by reference and exhibits thereto
(including exhibits incorporated by reference therein).

          (e) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Series A-1 Securities, Series A-2 Securities, or Series A-3
Securities or Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series A-3
Exchange Notes covered by a Series A-1 Shelf Registration Statement, Series A-2
Shelf Registration Statement or Series A-3 Shelf Registration Statement,
respectively, without charge, as many copies of each Prospectus (including each
preliminary prospectus, if used by the Company in connection with the applicable
Exchange Offer and/or if used by the Company in connection with the resale of
applicable Notes under a Shelf Registration), included in such Series A-1 Shelf
Registration Statement, Series A-2 Shelf Registration Statement and Series A-3
Shelf Registration Statement, respectively, and any amendment or supplement
thereto, as such Holder of Series A-1 Securities or Series A-1 Exchange Notes,
Series A-2 Securities or Series A-3 Exchange Notes, or Series A-3 Securities or
Series A-3 Exchange Notes, respectively, may reasonably request. The Company
consents to the use of each such Prospectus, preliminary prospectus, if used by
the Company in connection with the applicable Exchange Offer and/or if used by
the Company in connection

<PAGE>

                                      -18-


with the resale of applicable Notes under a Shelf Registration, and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of securities in connection with the offering and sale of the
securities covered by such Prospectus, preliminary prospectus, if used by the
Company in connection with the applicable Exchange Offer and/or if used by the
Company in connection with the resale of applicable Notes under a Shelf
Registration, or any amendment or supplement thereto, included in the Series A-1
Shelf Registration Statement, the Series A-2 Shelf Registration Statement or the
Series A-3 Shelf Registration Statement, as applicable, in accordance with
applicable law.

          (f) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the applicable Exchange Offer
Registration Statement and any post-effective amendment thereto, including, upon
written request, all material incorporated by reference therein, and all
exhibits thereto (including exhibits incorporated by reference therein).

          (g) The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver the applicable
Prospectus during the Series A-1 Exchange Offer Registration Period, Series A-2
Exchange Offer Registration Period or Series A-3 Exchange Offer Registration
Period, as the case may be, without charge, as many copies of the Prospectus
included in such Series A-1 Exchange Offer Registration Statement, Series A-2
Exchange Offer Registration Statement or Series A-3 Exchange Offer Registration
Statement, respectively, and any amendment or supplement thereto as any such
Person may reasonably request. The Company consents to the use of each such
Prospectus or any amendment or supplement thereto by any Initial Purchaser, any
Exchanging Dealer and any such other Person that may be required to deliver a
Prospectus following the applicable Registered Exchange Offer in connection with
the offering and sale of the Series A-1 Exchange Notes, Series A-2 Exchange
Notes or Series A-3 Exchange Notes, covered by the Series A-1 Prospectus, Series
A-2 Prospectus or Series A-3 Prospectus, as applicable, or any amendment or
supplement thereto, included in the Series A-1 Exchange Offer Registration
Statement, the Series A-2 Exchange Offer Registration Statement, or the Series
A-3 Exchange Offer Registration Statement, as applicable.

          (h) Prior to the Registered Exchange Offer or any other offering of
the Series A-1 Securities, Series A-2 Securities, or Series A-3 Securities or
Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange
Notes pursuant to any Series A-1 Registration Statement, Series A-2 Registration
Statement or Series A-3 Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Series A-1 Securities, Series A-2
Securities, or Series A-3 Securities or Series A-1 Exchange Notes, Series A-2
Exchange Notes or Series A-3 Exchange Notes for sale under the laws of such
jurisdictions as any Holder of such applicable series of Notes or Exchange Notes
shall reasonably request and will maintain such qualification in effect so long
as required; provided that in no event shall the Company be obligated to qualify
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to taxation or service of process in suits,
other than those arising out of the Initial Placement, the Registered Exchange
Offer or any offering pursuant to a Shelf Registration Statement, in any such
jurisdiction where it is not then so subject.

<PAGE>

                                      -19-


          (i) The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Exchange Notes or
Notes to be issued or sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
Holders may request.

          (j) Upon the occurrence of any event contemplated by subsections
(b)(ii) through (v) above, the Company shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to the Initial Purchasers, such Prospectus will not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that the Company shall not
be required to amend or supplement a Shelf Registration Statement or Prospectus,
as the case may be, on more than two occasions, for a reasonable period of time,
but not in excess of 30 days in any consecutive 12-month period if the Company
determines reasonably and in good faith that such amendment or supplement would
require the disclosure of non-public material information that, in the
reasonable judgment of the Company, would be detrimental to the Company if so
disclosed or would otherwise materially adversely affect a financing,
acquisition, disposition, merger or other material transaction. In such
circumstances, the period of effectiveness of the applicable Exchange Offer
Registration Statement provided for in Section 2 hereof and the Shelf
Registration Statement for the affected Notes provided for in Section 3(b)
hereof shall each be extended by the number of days from and including the date
of the giving of a notice of suspension pursuant to Section 4(b) hereof to and
including the date when the Initial Purchasers, the applicable Holders and any
known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section 4. As soon as practicable following receipt
of notice from the Company in accordance with Section 4(b) hereof, each
applicable Holder and Exchange Dealer agrees to suspend use of the Prospectus
for such affected Notes or Exchange Notes until such Holder and Exchange Dealer
receive copies of the amended or supplemented Prospectus or until it receives
written notice from the Company that the use of the applicable Prospectus may be
resumed.

          (k) Not later than the effective date of (x) the Series A-1
Registration Statement, the Company shall provide a CUSIP number for the Series
A-1 Exchange Notes registered under such Series A-1 Registration Statement and
provide the Trustee with printed certificates for such Series A-1 Exchange Notes
in a form eligible for deposit with The Depository Trust Company; (y) the Series
A-2 Registration Statement, the Company shall provide a CUSIP number for the
Series A-2 Exchange Notes registered under such Series A-2 Registration
Statement and provide the Trustee with printed certificates for such Series A-2
Exchange Notes in a form eligible for deposit with The Depository Trust Company;
and (z) the Series A-3 Registration Statement, the Company shall provide a CUSIP
number for the Series A-3 Exchange Notes registered under such Series A-3
Registration Statement and provide the Trustee with printed certificates for
such Series A-3 Exchange Notes, in each case in a form eligible for deposit with
The Depository Trust Company.

          (l) The Company shall make generally available to its security holders
as soon as practicable after the effective date of the applicable Registration
Statement and earnings statement satisfying the provisions of Section 11(a) of
the Act.

<PAGE>

                                      -20-


          (m) The Company shall cause the Indentures to be qualified under the
Trust Indenture Act in a timely manner.

          (n) The Company shall not prepare, make, use, authorize, approve or
refer to any Free Writing Prospectus.

          (o) The Company may require each Holder of Series A-1 Securities,
Series A-2 Securities or Series A-3 Securities to be sold pursuant to any Series
A-1 Shelf Registration Statement, Series A-2 Shelf Registration Statement or
Series A-3 Shelf Registration Statement, respectively, to furnish to the Company
such information regarding the Holder and the distribution of such Series A-1
Securities, Series A-2 Securities or Series A-3 Securities, respectively, as the
Company may from time to time reasonably require for inclusion in such Series
A-1 Registration Statement, Series A-2 Registration Statement or Series A-3
Registration Statement, as the case may be. The Company may exclude from such
Series A-1 Shelf Registration Statement, Series A-2 Shelf Registration Statement
or Series A-3 Shelf Registration Statement, as the case may be, the Series A-1
Exchange Notes, Series A-2 Exchange Notes and/or Series A-3 Exchange Notes of
any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request and the Company shall be under no
further obligations to such Holder to include such Holder in such Series A-1
Shelf Registration Statement, Series A-2 Shelf Registration Statement or Series
A-3 Shelf Registration Statement, as the case may be.

          (p) In the case of a Series A-1 Shelf Registration Statement, Series
A-2 Shelf Registration Statement or Series A-3 Shelf Registration Statement, the
Company shall enter into such customary agreements and take all other
appropriate actions (including, if requested by Holders representing 10% of the
principal amount of Series A-1 Securities, Series A-2 Securities, or Series A-3
Securities, as the case may be, covered by such Series A-1 Shelf Registration
Statement, Series A-2 Shelf Registration Statement or Series A-3 Shelf
Registration Statement, an underwriting agreement in customary form) in order to
expedite or facilitate the registration or the disposition of the Series A-1
Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange Notes, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 6 (or such other provisions and procedures acceptable
to the Series A-1 Majority Holders, Series A-2 Majority Holders and Series A-3
Majority Holders, respectively, and the Managing Underwriters, if any, with
respect to all parties to be indemnified pursuant to Section 6).

          (q) In the case of any Shelf Registration Statement, the Company
shall:

          (i) subject to execution of a confidentiality agreement in form and
     substance reasonably acceptable to the Company and the applicable Holders,
     make reasonably available for inspection by the applicable Holders of the
     applicable Notes or applicable Exchange Notes to be registered thereunder,
     any underwriter participating in any disposition pursuant to such Shelf
     Registration Statement, and any attorney, accountant or other agent
     retained by the Holders or any such underwriter all relevant financial and
     other records, pertinent corporate documents and properties of each Issuer
     during normal business hours at the offices where such information is
     typically kept;

<PAGE>

                                      -21-


          (ii) cause the officers, directors and employees of the Company to
     supply all relevant information reasonably requested by the applicable
     Holders or any such underwriter, attorney, accountant or agent in
     connection with any such Shelf Registration Statement as is customary for
     similar due diligence examinations during normal business hours at the
     offices where such information is typically kept; provided, however, that
     any information that is subject to the confidentiality agreement referred
     to in Section 4(q)(i) above shall be kept confidential by the applicable
     Holders or any such underwriter, attorney, accountant or agent, unless such
     disclosure is made in connection with a court proceeding or required by
     law, or such information becomes available to the public generally or
     through a third party without an accompanying obligation of
     confidentiality; provided, further, that prior written notice shall be
     provided as soon as practicable to the Company of the potential disclosure
     of any information in connection with a court proceeding or required by law
     to permit the Company to obtain a protective order or take such other
     action to prevent disclosure of such information;

          (iii) make such representations and warranties to the applicable
     Holders of the applicable Notes or applicable Exchange Notes registered
     thereunder and the underwriters, if any, in form, substance and scope as
     are customarily made by issuers to underwriters in primary underwritten
     offerings and covering matters including, but not limited to, those set
     forth in the Purchase Agreement as may be reasonably requested;

          (iv) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the Managing Underwriters, if any) addressed to
     each selling Holder and the underwriters, if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Holders and
     underwriters;

          (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of the Company or any
     subsidiary of the Company or of any business acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Shelf Registration Statement), addressed to each selling
     Holder of Notes registered thereunder and the underwriters, if any, in
     customary form and covering matters of the type customarily covered in
     "cold comfort" letters in connection with primary underwritten offerings,
     including but not limited to financial information contained in any
     preliminary prospectus, if used by the Company in connection with the
     applicable Exchange Offer and/or if used by the Company in connection with
     the resale of applicable Notes under a Shelf Registration, or Prospectus;
     and

          (vi) deliver such documents and certificates as may be reasonably
     requested by the applicable Majority Holders and the Managing Underwriters,
     if any, including those to evidence compliance with Section 4(l) and with
     any customary conditions contained in the underwriting agreement or other
     customary agreement entered into by the Company. The actions set forth in
     clauses (iii), (iv), (v) and (vi) of this Section 4(q) shall be

<PAGE>

                                      -22-


     performed at each closing under any underwriting or similar agreement as
     and to the extent required thereunder.

          (r) If a Registered Exchange Offer is to be consummated, upon delivery
of the applicable Notes by the applicable Holders to the Company (or to such
other Person as directed by the Company) in exchange for the applicable Exchange
Notes, the Company shall mark, or caused to be marked, on such Notes so
exchanged that such Notes are being canceled in exchange for such Exchange
Notes. In no event shall such Notes be marked as paid or otherwise satisfied.

          (s) The Company will use reasonable best efforts (i) if the Notes have
been rated prior to the initial sale of such Notes pursuant to the Purchase
Agreement, to confirm such ratings will apply to such Notes or the applicable
Exchange Notes, as the case may be, covered by a Exchange Offer Registration
Statement; or (ii) if such Notes were not previously rated, to cause the Notes
covered by a Registration Statement to be rated with at least one nationally
recognized statistical rating agency, if so requested by applicable Majority
Holders with respect to the related Registration Statement or by any Managing
Underwriters.

          (t) In the event that any Broker-Dealer shall underwrite any Notes or
Exchange Notes or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Conduct
Rules of the National Association of Securities Dealers, Inc. (the "Conduct
Rules")) thereof, whether as a Holder or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, the Company shall
assist such Broker-Dealer in complying with the requirements of such Conduct
Rules, including, without limitation, by:

          (i) if such Conduct Rules shall so require, engaging a "qualified
     independent underwriter" (as defined in such Rules) to participate in the
     preparation of the Registration Statement to exercise usual standards of
     due diligence with respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Notes or Exchange Notes;

          (ii) indemnifying any such qualified independent underwriter to the
     extent of the indemnification of underwriters provided in Section 6 hereof;
     and

          (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Conduct Rules.

          (u) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration of the Notes or the Exchange
Notes, as the case may be, covered by a Registration Statement.

          5. Registration Expenses; Remedies. (a) The Company shall bear all
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 4 hereof and, in the event of any Series A-1 Shelf
Registration Statement, Series A-2 Shelf Registration Statement and/or Series
A-3 Shelf Registration Statement, will reimburse the Holders of each of the
Series A-1 Securities, Series A-2 Securities and Series A-3 Securities,
respectively, for the

<PAGE>

                                      -23-


reasonable fees and disbursements of up to three firms or counsels, one for each
of the Series A-1 Securities, Series A-2 Securities and Series A-3 Securities as
designated by the Series A-1 Majority Holders, Series A-2 Majority Holders and
Series A-3 Majority Holders, respectively, to act as counsel for such Holders of
such series in connection therewith.

          (b) In the event that:

          (i) the Company fails to file a Series A-1 Registration Statement,
     Series A-2 Registration Statement and/or Series A-3 Registration Statement
     on or before the date specified for each such filing;

          (ii) a Series A-1 Registration Statement, Series A-2 Registration
     Statement and/or Series A-3 Registration Statement is not declared
     effective by the Commission on or prior to the date specified for each such
     effectiveness;

          (iii) the Company fails to consummate a Series A-2 Registered Exchange
     Offer and/or Series A-3 Registered Exchange Offer within 210 days of the
     Merger Closing Date, and/or a Series A-1 Registered Exchange Offer within
     210 days of the Issue Date; or

          (iv) any Series A-1 Shelf Registration Statement, Series A-2 Shelf
     Registration Statement or Series A-3 Shelf Registration Statement and/or
     any Series A-1 Exchange Offer Registration Statement, Series A-2 Exchange
     Offer Registration Statement and/or Series A-3 Exchange Offer Registration
     Statement is declared effective but thereafter ceases to be effective or
     usable in connection with the resales of the Series A-1 Securities, Series
     A-2 Securities and/or Series A-3 Securities, as the case may be, during the
     periods specified in this Agreement (each such event referred to in clauses
     (i) through (iv) above, a "Registration Default"),

     then the Company will pay additional interest ("Additional Interest") to
     each Holder of such Series A-1 Securities, Series A-2 Securities and/or
     Series A-3 Securities and/or Series A-1 Exchange Notes, Series A-2 Exchange
     Notes and/or Series A-3 Exchange Notes, as the case may be, with respect to
     the first 90-day period immediately following the occurrence of the first
     Registration Default with respect to such securities at a per annum rate of
     0.25% on the principal amount of such Notes. The amount of the Additional
     Interest will increase by an additional per annum rate of 0.25% with
     respect to each subsequent 90-day period until all Registration Defaults
     have been cured, provided that the rate at which such Additional Interest
     accrues may in no event exceed 1.0% per annum on the principal amount at
     maturity of such Series A-1 Securities or Series A-1 Exchange Notes or
     Series A-2 Securities or Series A-2 Exchange Notes, as the case may be, or
     exceed 1.0% per annum on the principal amount of such Series A-3 Securities
     or Series A-3 Exchange Notes.

          (c) The Company shall pay all accrued Additional Interest on each date
     on which interest is paid in accordance with the applicable Indenture to
     the DTC or its nominee by wire transfer of immediately available funds or
     by federal funds check and to holders of

<PAGE>

                                      -24-


     Certificated Notes by wire transfer to the accounts specified by them or by
     mailing checks to their registered addresses if no such accounts have been
     specified.

          (d) Following the cure of all Registration Defaults with respect to
     such Registration Statements, the accrual of Additional Interest will
     cease.

          6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of the Notes or Exchange Notes, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(g) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each Person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in such Registration Statement, as originally filed or
in any amendment thereof, or in any preliminary prospectus or the Prospectus, or
in any amendment thereof or supplement thereto, any Free Writing Prospectus used
in violation of this Agreement or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and jointly and
severally agree to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have; provided, however, that
with respect to any untrue statement or omission of material fact made in any
preliminary prospectus, the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any Holder from whom the Person asserting any
such loss, claim, damage or liability purchased the securities concerned, to the
extent that any such loss, claim, damage or liability of such Holder occurs
under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that (v) the Company
shall have notified such Holder that the preliminary prospectus contained an
untrue statement of material fact or omitted to state therein a material fact
required to be stated therein in order to make the statements therein not
misleading, (w) the Company had previously furnished copies of such amended or
supplemented preliminary prospectus to the Holder, (x) delivery of the
preliminary prospectus was required by the Act to be made by such Holder to such
Person, (y) the untrue statement of omission of a material fact contained in
such preliminary prospectus was corrected in such amended or supplemented
preliminary prospectus and (z) there was not sent or given to such Person at or
prior to the written confirmation of the sale of such securities to such person,
a copy of such amended or supplemented preliminary prospectus. The Company
agrees to indemnify or contribute as provided in Section 6(d) to Losses of each
underwriter of Notes or Exchange Notes, as the case may be, registered under a
Shelf Registration Statement, their directors, officers, employees or agents and
each Person who controls such underwriter on substantially the same

<PAGE>

                                      -25-


basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 6(a), and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.

          (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(g) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs such Registration Statement, and each Person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder expressly for use in any Registration
Statement and any Prospectus. This indemnity agreement will be in addition to
any liability which any such Holder may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
6 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ one
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It is
understood, however, that the indemnifying party shall, in connection with any
one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general circumstances, be liable for
the fees and expenses of only one firm of attorneys (in addition to local
counsel) at any time for all such indemnified parties. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened

<PAGE>

                                      -26-


claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
An indemnifying party shall not be liable under this Section 6 to any
indemnified party regarding any settlement or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
is consented to by such indemnifying party, which consent shall not be
unreasonably withheld.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Purchase Agreement, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth in the Purchase Agreement and
(y) the total amount of additional interest which the Company was not required
to pay as a result of registering the securities covered by the Registration
Statement which resulted in such Losses. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth in the Purchase Agreement and benefits received by any
other Holders shall be deemed to be equal to the value of receiving Notes or
Exchange Notes, as applicable, registered under the Act. Benefits received by
any underwriter shall be deemed to be equal to the total underwriting discounts
and commissions, as set forth on the cover page of the Prospectus forming a part
of the Registration Statement which resulted in such Losses. Relative fault
shall be determined by reference to, among other things, whether any alleged
untrue statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by
pro rata allocation (even if the Holders were treated as one entity for such

<PAGE>

                                      -27-


purpose) or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 6, each Person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
Person who controls any Issuer within the meaning of either the Act or the
Exchange Act, each officer of any Issuer who shall have signed the Registration
Statement and each director of any Issuer shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

          (e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any applicable
Holder or the Company or any of the officers, directors or controlling Persons
referred to in this Section 6 hereof, and will survive the sale by a Holder of
securities covered by a Registration Statement.

          7. Underwritten Registrations. (a) If any of the Series A-1
Securities, Series A-2 Securities, or Series A-3 Securities or Series A-1
Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange Notes covered
by any Series A-1 Shelf Registration Statement, Series A-2 Shelf Registration
Statement, or Series A-3 Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters shall be selected by (x) in the
case of the Series A-1 Securities or Series A-1 Exchange Notes, the Series A-1
Majority Holders, (y) in the case of the Series A-2 Securities or Series A-2
Exchange Notes, Series A-2 Majority Holders and/or (z) in the case of the Series
A-3 Securities or Series A-3 Exchange Notes, Series A-3 Majority Holders, in
each case, after consultation with the Company.

          (b) No Person may participate in any underwritten offering pursuant to
any Shelf Registration Statement, unless such Person (i) agrees to sell such
Person's Notes or Exchange Notes covered by such Shelf Registration Statement,
respectively and as the case may be, on the basis reasonably provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements; and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

          8. No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

          9. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each the Initial Purchasers against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the

<PAGE>

                                      -28-


foregoing (except the foregoing proviso), a waiver or consent to departure from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Series A-1 Securities, Series A-2 Securities, or Series
A-3 Securities or Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series
A-3 Exchange Notes, as the case may be, are being sold pursuant to a Series A-1
Registration Statement, Series A-2 Registration Statement or Series A-3
Registration Statement, respectively, and that does not directly or indirectly
affect the rights of other Holders may be given by the Series A-1 Majority
Holders, Series A-2 Majority Holders or Series A-3 Majority Holders,
respectively, determined on the basis of the Series A-1 Securities, Series A-2
Securities, or Series A-3 Securities or Series A-1 Exchange Notes, Series A-2
Exchange Notes or Series A-3 Exchange Notes, as the case may be, being sold
rather than registered under such Series A-1 Registration Statement, Series A-2
Registration Statement or Series A-3 Registration Statement.

          10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

               (a) if to a Holder, at the most current address given by such
     holder to the Company in accordance with the provisions of this Section 10,
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Series A-1 Indenture, the
     Series A-2 Indenture, or the Series A-3 Indenture, as the case may be, with
     a copy in like manner to J.P. Morgan Securities Inc. and the other Initial
     Purchasers;

               (b) if to you, initially at the respective addresses set forth in
     the Purchase Agreement; and

               (c) if to the Company, initially at its address set forth in the
     Purchase Agreement. All such notices and communications shall be deemed to
     have been duly given at the time delivered personally, if personally
     delivered; two business days after being deposited in the mail, postage
     prepaid, if mailed; when answered back, if telexed; when receipt is
     acknowledged, if telecopied; and on the next business day, if timely
     delivered to a nationally recognized air courier guaranteeing overnight
     delivery. The Initial Purchasers or the Company by notice to the other
     parties may designate additional or different addresses for subsequent
     notices or communications.

          11. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Notes and the Exchange Notes. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of Notes or
Exchange Notes, and any such Holder may specifically enforce the provisions of
this Agreement as if an original party hereto.

          12. Counterparts. This Agreement may be in signed counterparts, each
of which shall be an original and all of which together shall constitute one and
the same agreement.


<PAGE>

                                      -29-


          13. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

          14. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

          15. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

          16. Notes Held by the Company or Finance Corp., etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
the Notes or Exchange Notes is required hereunder, the Notes or Exchange Notes,
as applicable, held by the Company or its Affiliates (including Finance Corp.)
(other than subsequent Holders of the Notes or Exchange Notes if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such
Notes or Exchange Notes) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

          17. Submission to Jurisdiction. By the execution and delivery of this
Agreement, the Company submits to the non-exclusive jurisdiction of any federal
or state court in the State of New York in any suit or proceeding arising out of
or relating to this Agreement or brought under federal or state securities laws.

                            [Signature Page Follows]

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                        Very truly yours,

                                        R.H. DONNELLEY CORPORATION


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                        Title: Vice President, General Counsel
                                               and Corporate Secretary

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
several Initial Purchasers


By: /s/ Richard Gabriel
    ---------------------------------
    Authorized Signatory

<PAGE>

                                                                      SCHEDULE I

J.P. Morgan Securities Inc.
Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
Wachovia Capital Markets, LLC
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
Greenwich Capital Markets, Inc.

<PAGE>

                                      -32-


                                                                         ANNEX A

          Each Broker-Dealer that receives Series A-1 Exchange Notes, Series A-2
Exchange Notes, or Series A-3 Exchange Notes for its own account pursuant to the
Series A-1 Exchange Offer, Series A-2 Exchange Offer, or Series A-3 Exchange
Offer, respectively and as the case may be, must acknowledge that it will
deliver a prospectus in connection with any resale of such Series A-1 Exchange
Notes, Series A-2 Exchange Notes, or Series A-3 Exchange Notes, as the case may
be. The Letter of Transmittal states that by so acknowledging and by delivering
a prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a Broker-Dealer in
connection with resales of Series A-1 Exchange Notes, Series A-2 Exchange Notes
or Series A-3 Exchange Notes received in exchange for Series A-1 Securities,
Series A-2 Securities or Series A-3 Securities, respectively, where such Series
A-1 Securities, Series A-2 Securities or Series A-3 Securities were acquired by
such Broker-Dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) of the applicable Exchange Offer and ending on the close of
business 180 days after the Expiration Date of the applicable Exchange Offer,
they will make this Prospectus available to any Broker-Dealer for use in
connection with any such resale. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX B

          Each Broker-Dealer that receives Series A-1 Exchange Notes, Series A-2
Exchange Notes or Series A-3 Exchange Notes for its own account in exchange for
Series A-1 Securities, Series A-2 Securities or Series A-3 Securities,
respectively, where such Series A-1 Securities, Series A-2 Securities or Series
A-3 Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Series A-1 Exchange Notes,
Series A-2 Exchange Notes or Series A-3 Exchange Notes, as the case may be. See
"Plan of Distribution."

<PAGE>

                                      -34-


                                                                         ANNEX C

                              Plan of Distribution

          Each Broker-Dealer that receives Series A-1 Exchange Notes, Series A-2
Exchange Notes, and Series A-3 Exchange Notes for its own account pursuant to
the Series A-1 Exchange Offer, Series A-2 Exchange Offer or Series A-3 Exchange
Offer, respectively, must acknowledge that it will deliver a prospectus in
connection with any resale of such Series A-1 Exchange Notes, Series A-2
Exchange Notes or Series A-3 Exchange Notes, as the case may be. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Series A-1 Exchange Notes,
Series A-2 Exchange Notes or Series A-3 Exchange Notes received in exchange for
Series A-1 Securities, Series A-2 Securities or Series A-3 Securities,
respectively, where such Series A-1 Securities, Series A-2 Securities or Series
A-3 Securities were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
for the applicable Exchange Offer and ending on the close of business 180 days
after the Expiration Date for the applicable Exchange Offer, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until ___________, 20__, all
dealers effecting transactions in the Series A-1 Exchange Notes, Series A-2
Exchange Notes or Series A-3 Exchange Notes may be required to deliver a
prospectus.

          The Company will not receive any proceeds from any sale of Series A-1
Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange Notes by
Broker-Dealers. Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series
A-3 Exchange Notes received by Broker-Dealers for their own account pursuant to
the Series A-1 Exchange Offer, Series A-2 Exchange Offer or Series A-3 Exchange
Offer, as the case may be, may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Series A-1 Exchange Notes, Series A-2 Exchange
Notes or Series A-3 Exchange Notes or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such Series A-1 Exchange Notes,
Series A-2 Exchange Notes or Series A-3 Exchange Notes. Any Broker-Dealer that
resells Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series A-3
Exchange Notes that were received by it for its own account pursuant to the
Series A-1 Exchange Offer, Series A-2 Exchange Offer or Series A-3 Exchange
Offer, respectively, and any broker or dealer that participates in a
distribution of such Series A-1 Exchange Notes, Series A-2 Exchange Notes or
Series A-3 Exchange Notes, as the case may be, may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of
Series A-1 Exchange Notes, Series A-2 Exchange Notes or Series A-3 Exchange
Notes, as the case may be, and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Act. The
Letter of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

<PAGE>

                                      -35-


          For a period of 180 days after the Expiration Date for the applicable
Exchange Offer, the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Series A-1 Exchange
Offer, Series A-2 Exchange Offer, or Series A-3 Exchange Offer (including the
expenses of one counsel for each of the holder of the Series A-1 Securities,
Series A-2 Securities or Series A-3 Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the
Series A-1 Securities, Series A-2 Securities or Series A-3 Securities, as
applicable (including any Broker-Dealers) against certain liabilities, including
liabilities under the Act.

<PAGE>

                                      -36-


                                                                         ANNEX D

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name: _____________________________________________________________________

     Address: __________________________________________________________________

              __________________________________________________________________

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Notes in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and it has no arrangements or understandings with any Person to participate in a
distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for Notes, it
represents that the Notes to be exchanged for Exchange Notes were acquired by it
as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.