<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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

                           R.H. DONNELLEY CORPORATION

                                       and

                        THE BANK OF NEW YORK, as Trustee

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

                                    INDENTURE

                             Dated January 14, 2005

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

                    $300,000,000 6.875% Senior Notes Due 2013

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

<PAGE>

                              CROSS-REFERENCE TABLE

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

N.A. means Not Applicable

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE................................................       1
         SECTION 1.01    Definitions..................................................................       1
         SECTION 1.02    Incorporation by Reference of Trust Indenture Act............................      32
         SECTION 1.03    Rules of Construction........................................................      33

ARTICLE TWO THE SECURITIES............................................................................      34
         SECTION 2.01    Amount of Senior Notes.......................................................      34
         SECTION 2.02    Form and Dating..............................................................      34
         SECTION 2.03    Execution and Authentication.................................................      34
         SECTION 2.04    Registrar and Paying Agent...................................................      35
         SECTION 2.05    Paying Agent To Hold Money in Trust..........................................      35
         SECTION 2.06    Holder Lists.................................................................      36
         SECTION 2.07    Transfer and Exchange........................................................      36
         SECTION 2.08    Replacement Senior Notes.....................................................      37
         SECTION 2.09    Outstanding Senior Notes.....................................................      37
         SECTION 2.10    Treasury Notes...............................................................      37
         SECTION 2.11    Temporary Senior Notes.......................................................      38
         SECTION 2.12    Cancellation.................................................................      38
         SECTION 2.13    Defaulted Interest...........................................................      38
         SECTION 2.14    CUSIP Number.................................................................      38
         SECTION 2.15    Deposit of Moneys............................................................      39
         SECTION 2.16    Book-Entry Provisions for Global Senior Notes................................      39
         SECTION 2.17    Special Transfer Provisions..................................................      41
         SECTION 2.18    Computation of Interest......................................................      43

ARTICLE THREE REDEMPTION..............................................................................      44
         SECTION 3.01    Election To Redeem; Notices to Trustee.......................................      44
         SECTION 3.02    Selection by Trustee of Senior Notes To Be Redeemed..........................      44
         SECTION 3.03    Notice of Redemption.........................................................      44
         SECTION 3.04    Effect of Notice of Redemption...............................................      45
         SECTION 3.05    Deposit of Redemption Price..................................................      45
         SECTION 3.06    Senior Notes Redeemed in Part................................................      46
         SECTION 3.07    Mandatory Redemption.........................................................      46

ARTICLE FOUR COVENANTS................................................................................      46
         SECTION 4.01    Payment of Senior Notes......................................................      46
         SECTION 4.02    Maintenance of Office or Agency..............................................      46
         SECTION 4.03    Legal Existence..............................................................      47
         SECTION 4.04    Maintenance of Properties; Insurance; Compliance with Law....................      47
         SECTION 4.05    Waiver of Stay, Extension or Usury Laws......................................      48
         SECTION 4.06    Compliance Certificate.......................................................      48
         SECTION 4.07    Payment of Taxes and Other Claims............................................      49
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                         <C>
         SECTION 4.08    Repurchase at the Option of Holders upon Change of Control...................      49
         SECTION 4.09    Limitation on Debt...........................................................      50
         SECTION 4.10    Limitation on Restricted Payments............................................      54
         SECTION 4.11    Limitation on Liens..........................................................      58
         SECTION 4.12    Limitation on Asset Sales....................................................      58
         SECTION 4.13    Limitation on Transactions with Affiliates...................................      61
         SECTION 4.14    Designation of Restricted and Unrestricted Subsidiaries......................      63
         SECTION 4.15    Limitation of Company's Business.............................................      64
         SECTION 4.16    Reports to Holders...........................................................      64
         SECTION 4.17    Suspension of Covenants......................................................      65

ARTICLE FIVE SUCCESSOR CORPORATION....................................................................      66
         SECTION 5.01    Merger, Consolidation and Sale of Property...................................      66
         SECTION 5.02    Successor Person Substituted.................................................      68

ARTICLE SIX DEFAULTS AND REMEDIES.....................................................................      68
         SECTION 6.01    Events of Default............................................................      68
         SECTION 6.02    Acceleration of Maturity; Rescission.........................................      70
         SECTION 6.03    Other Remedies...............................................................      71
         SECTION 6.04    Waiver of Past Defaults and Events of Default................................      72
         SECTION 6.05    Control by Majority..........................................................      72
         SECTION 6.06    Limitation on Suits..........................................................      72
         SECTION 6.07    No Personal Liability of Directors, Officers, Employees and Stockholders.....      73
         SECTION 6.08    Rights of Holders To Receive Payment.........................................      73
         SECTION 6.09    Collection Suit by Trustee...................................................      73
         SECTION 6.10    Trustee May File Proofs of Claim.............................................      73
         SECTION 6.11    Priorities...................................................................      74
         SECTION 6.12    Undertaking for Costs........................................................      74

ARTICLE SEVEN TRUSTEE.................................................................................      74
         SECTION 7.01    Duties of Trustee............................................................      74
         SECTION 7.02    Rights of Trustee............................................................      76
         SECTION 7.03    Individual Rights of Trustee.................................................      77
         SECTION 7.04    Trustee's Disclaimer.........................................................      77
         SECTION 7.05    Notice of Defaults...........................................................      77
         SECTION 7.06    Reports by Trustee to Holders................................................      78
         SECTION 7.07    Compensation and Indemnity...................................................      78
         SECTION 7.08    Replacement of Trustee.......................................................      79
         SECTION 7.09    Successor Trustee by Consolidation, Merger, etc. ............................      80
         SECTION 7.10    Eligibility; Disqualification................................................      80
         SECTION 7.11    Preferential Collection of Claims Against Company............................      80
         SECTION 7.12    Paying Agents................................................................      80

ARTICLE EIGHT MODIFICATION AND WAIVER.................................................................      81
         SECTION 8.01    Without Consent of Holders...................................................      81
         SECTION 8.02    With Consent of Holders......................................................      82
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
         SECTION 8.03    Compliance with Trust Indenture Act..........................................      83
         SECTION 8.04    Revocation and Effect of Consents............................................      83
         SECTION 8.05    Notation on or Exchange of Senior Notes......................................      83
         SECTION 8.06    Trustee To Sign Amendments, etc. ............................................      84

ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE.......................................................      84
         SECTION 9.01    Discharge of Liability on Senior Notes; Defeasance...........................      84
         SECTION 9.02    Conditions to Defeasance.....................................................      85
         SECTION 9.03    Deposited Money and Government Obligations To Be Held in Trust; Other
                             Miscellaneous Provisions.................................................      87
         SECTION 9.04    Reinstatement................................................................      87
         SECTION 9.05    Moneys Held by Paying Agent..................................................      88
         SECTION 9.06    Moneys Held by Trustee.......................................................      88

ARTICLE TEN MISCELLANEOUS.............................................................................      88
         SECTION 10.01   Trust Indenture Act Controls.................................................      88
         SECTION 10.02   Notices......................................................................      89
         SECTION 10.03   Communications by Holders with Other Holders.................................      90
         SECTION 10.04   Certificate and Opinion as to Conditions Precedent...........................      90
         SECTION 10.05   Statements Required in Certificate and Opinion...............................      90
         SECTION 10.06   Rules by Trustee and Agents..................................................      91
         SECTION 10.07   Legal Holidays...............................................................      91
         SECTION 10.08   Governing Law................................................................      91
         SECTION 10.09   No Adverse Interpretation of Other Agreements................................      91
         SECTION 10.10   Successors...................................................................      91
         SECTION 10.11   Multiple Counterparts........................................................      91
         SECTION 10.12   Table of Contents, Headings, etc. ...........................................      91
         SECTION 10.13   Separability.................................................................      92

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

                                      iii
<PAGE>

            INDENTURE, dated January 14, 2005, between R.H. DONNELLEY
CORPORATION, a Delaware corporation, as issuer (the "Company") and THE BANK OF
NEW YORK, a New York banking corporation, as trustee (the "Trustee").

            References herein to the "Company" refer only to R.H. Donnelley
Corporation and not any of its Subsidiaries.

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

            "Acquisition" means (1) the consummation of the acquisition by the
Company of Centel Directory Company, a Delaware corporation, DirectoriesAmerica,
Inc., a Kansas corporation, and Sprint Publishing & Advertising, Inc., a Kansas
corporation pursuant to the stock purchase agreement dated as of September 21,
2002, as amended, by and between Sprint Corporation, a Kansas corporation,
Centel Directories LLC, a Delaware limited liability company, and the Company,
(2) the acquisition by the Company of SBC Communications Inc.'s directory
publishing business in Illinois and northwest Indiana pursuant to the Purchase
Agreement by and among Ameritech Corporation, Ameritech Publishing, Inc. and the
Company as of July 28, 2004, as amended, and (3) the purchase by the Company or
any of its Restricted Subsidiaries of any Capital Stock, bonds, notes,
debentures or other debt securities of any Person in a directory publishing
business so that such Person becomes a Restricted Subsidiary of the Company and
any of its Restricted Subsidiaries or the merger into or consolidation with any
such Person so that such Person becomes a Restricted Subsidiary of the Company,
or the purchase of any assets constituting a business unit of any Person in the
directory publishing business.

            "Additional Assets" means:

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

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

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

<PAGE>

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

            "Affiliate" of any specified Person means:

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

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

                  (1) such specified Person,

                  (2) any Subsidiary of such specified Person, or

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

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

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

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

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

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

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

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

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

            (1) 1.0% of the then outstanding principal amount of the Senior
Note; and

            (2) the excess of:

                  (a) the present value at such redemption date of (i) the
      redemption price of the Senior Note at January 15, 2009 (such redemption
      price being set forth in the table appearing in Section 5(a) of the form
      of the Senior Note attached as Exhibit A hereto plus

                                       2
<PAGE>

      (ii) all required interest payment due on the Senior Note through January
      15, 2009 (excluding accrued and unpaid interest to the redemption date),
      computed using a discount rate equal to the Treasury Rate of such
      redemption date plus 50 basis points; over

                  (b) the then outstanding principal amount of the Senior Note.

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

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

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

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

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

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

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

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

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

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

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

            (7) for purposes of Section 4.12, any disposition the net proceeds
      of which to the Company and its Restricted Subsidiaries do not exceed $1
      million in any transaction or series of related transactions,

                                       3
<PAGE>

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

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

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

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

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

            (b) the sum of all such payments.

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

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

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

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

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

            "Capital Stock" means, with respect to any Person, any shares or
other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest

                                       4
<PAGE>

in such Person, including Preferred Stock, but excluding any debt security
convertible or exchangeable into such equity interest.

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

            "Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1
by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated
money market fund as defined by Rule 2a-7 of the General Rules and Regulations
promulgated under the Investment Company Act of 1940 and (g) in the case of a
Foreign Subsidiary, substantially similar investments denominated in foreign
currencies (including similarly capitalized foreign banks).

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

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

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

                                       5
<PAGE>

      the beginning of such period or whose election or nomination for election
      was previously so approved or ratified) cease for any reason to constitute
      a majority of such Board of Directors then in office;

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

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

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

            Notwithstanding the foregoing, a Change of Control shall not be
deemed to have occurred if, following such event, the surviving entity has an
Investment Grade Rating by both Rating Agencies and, in the event that a person
acquires Voting Stock of the Company or RHDI, as the case may be, such person
has an Investment Grade Rating prior to such acquisition.

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

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

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

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

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

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

            "Company" means the party named as such in the first paragraph of
this Indenture and further defined in the second paragraph hereof, until a
successor replaces such party pursuant to Article Five and thereafter means the
successor.

                                       6
<PAGE>

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

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

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

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

            (c) capitalized interest,

            (d) non-cash interest expense,

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

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

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

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

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

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

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

            "Consolidated Net Income" means, for any period, the consolidated
net income (loss) of the Company for such period on a consolidated basis prior
to any adjustment to net

                                       7
<PAGE>

income for any preferred stock (other than Disqualified Stock) as determined in
accordance with GAAP; provided, however, that there shall not be included in
such Consolidated Net Income:

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

      Capital Stock of the Company (other than Disqualified Stock) or Capital
      Stock of a direct or indirect parent of the Company,

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

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

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

            Notwithstanding the foregoing, for purposes of Section 4.10 only,
there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of assets from Unrestricted Subsidiaries
to the Company or a Restricted Subsidiary to the extent such dividends,
repayments or transfers increase the amount of Restricted Payments permitted
under such Section pursuant to clause (b)(3)(iv) thereof.

            "Corporate Trust Office" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

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

            "Credit Facility" means that certain Amended and Restated Credit
Agreement, dated as of September 1, 2004, as amended to date, by and among the
Company, R.H. Donnelley Inc. and the lenders thereto, as such may be amended,
modified or supplemented from time to time, or one or more debt or commercial
paper facilities or other instruments with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit,
or other forms of guarantees or assurances that one or more times refinances,
replaces, supplements, modifies or amends such credit facility or debentures or
other debt securities.

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

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

                                       9
<PAGE>

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

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

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

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

            (b) all Capital Lease Obligations of such Person;

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

            (d) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, banker's acceptance or similar credit
      transaction (other than obligations with respect to letters of credit,
      performance bonds or surety bonds securing obligations (other than
      obligations described in (a) through (c) above) provided in the ordinary
      course of business of such Person to the extent such letters of credit and
      bonds are not drawn upon or, if and to the extent drawn upon, such drawing
      is reimbursed no later than the fifth Business Day following receipt by
      such Person of a demand for reimbursement following payment on the letter
      of credit or bond);

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

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

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

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

                                       10
<PAGE>

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

            (1) zero if such Hedging Obligation has been Incurred pursuant to
      Section 4.09(b)(5), (6) or (7) or

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

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

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

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

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

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

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

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

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Senior Notes; provided that any Capital Stock that
would not constitute Disqualified Stock

                                       11
<PAGE>

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

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

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

            "EBITDA" means, for any period:

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

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

                  (2) Consolidated Interest Expense,

                  (3) depreciation,

                  (4) amortization,

                  (5) non-recurring losses or expenses, and

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

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

            Notwithstanding the foregoing clause, the provision for taxes and
the depreciation, amortization and non-cash items of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income. In addition, in the case of
clause (a)(3)(i) under Section 4.10, EBITDA shall be

                                       12
<PAGE>

calculated on a pro forma basis to give effect to the SBC Acquisition as though
such acquisition had occurred on January 1, 2004, and this calculation of EBITDA
shall not include any non-cash impact attributable to the reduction in deferred
revenue or reduction in deferred costs to balance sheet accounts as a result of
the fair value exercise undertaken as required by purchase accounting for the
transactions contemplated by the SBC Acquisition, in accordance with GAAP,
during the eighteen consecutive months following the consummation of the SBC
Acquisition (it being understood that clause (h) of Consolidated Net Income
shall not apply) (without duplication).

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

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

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

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

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

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

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

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

            (a) if such Property has a Fair Market Value equal to or less than
      $10 million, by any Officer of the Company, or

            (b) if such Property has a Fair Market Value in excess of $10
      million, by a majority of the Board of Directors of the Company and
      evidenced by a Board Resolution dated within 30 days of the relevant
      transaction.

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

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

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

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

                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

            "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, guarantee or become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or obligation on the balance sheet of such Person (and "Incurrence"
and "Incurred" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person that
exists at such time, and is not theretofore classified as Debt, becoming Debt
shall not be deemed an Incurrence of such Debt; provided further, however, that
any Debt or other obligations of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at
the time it becomes a Restricted Subsidiary; and provided further, however, that
amortization of debt discount, accrual or capitalization of dividends and
interest, including the accrual of deferred accrued interest, the accretion of
principal, and the payment of interest or dividends in the form of additional
securities shall not, in any such case, be deemed to be the Incurrence of Debt,
provided that in the case of Debt or Preferred Stock sold at a discount or for
which interest or dividends is capitalized or accrued or accreted, the amount of
such Debt or outstanding Preferred Stock Incurred shall at all times be the then
current accreted value or shall include all capitalized interest.

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

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

            "Initial Purchasers" means Bear, Stearns & Co. Inc. and J.P. Morgan
Securities Inc.

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

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

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

            "Investment" by any Person means any loan (other than advances and
extensions of credit and receivables in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person or acquired
as part of the assets acquired in connection with an acquisition of assets
otherwise permitted by the indenture), advance or other extension of credit or
capital contribution (by means of transfers of cash or other Property to others
or payments for Property or services for the account or use of others, or
otherwise)

                                       15
<PAGE>

(excluding commission, travel and similar advances to officers and employees in
the ordinary course of business) to, or Incurrence of a guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.10 and 4.14 and the definition of "Restricted
Payment," "Investment" shall include the Fair Market Value of the Investment of
the Company and any Restricted Subsidiary in any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary (proportionate to the
Company's equity interest in such Subsidiary) of an amount (if positive) equal
to:

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

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

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

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

            "Issue Date" means January 14, 2005.

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

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

            "Leverage Ratio" means the ratio of:

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

            (b) the LTM Pro Forma EBITDA.

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

                                       16
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

            (b) all payments made on any Debt that is secured by any Property
      subject to such Asset Sale, in accordance with the terms of any Lien upon
      or other security

                                       17
<PAGE>

      agreement of any kind with respect to such Property, or which must by its
      terms, or in order to obtain a necessary consent to such Asset Sale, or by
      applicable law, be repaid out of the proceeds from such Asset Sale,

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

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

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

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

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

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

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

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

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

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

                                       18
<PAGE>

            "Offering Memorandum" means the final offering memorandum dated
January 11, 2005 relating to the offering of Senior Notes issued on the Issue
Date.

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

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

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

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

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

            "Permitted Asset Swap" means any transfer of properties or assets by
the Company or any of its Restricted Subsidiaries in which at least 90% of the
consideration received by the transferor consists of properties or assets (other
than cash) that will be used in a Related Business; provided that the aggregate
fair market value (as determined in good faith by the Board of Directors of the
Company) of the property or assets being transferred by the Company or such
Restricted Subsidiary is not greater than the aggregate fair market value (as
determined in good faith by the Board of Directors of the Company) of the
property or assets received by the Company or such Restricted Subsidiary in such
exchange.

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

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

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

            (b) Temporary Cash Investments,

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

                                       19
<PAGE>

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

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

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

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

            (h) the Senior Notes and, if issued, any Additional Senior Notes,

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

            (j) Investments in existence on the date of the indenture and any
      permitted Refinancing thereof,

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

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

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

            (n) other Investments that do not exceed $250 million outstanding at
      any one time in the aggregate,

            (o) any Person where such Investment was acquired by the Company or
      any of its Restricted Subsidiaries (1) in exchange for any other
      Investment or accounts receivable held by the Company or any such
      Restricted Subsidiary in connection with or as a result of a bankruptcy,
      workout, reorganization or recapitalization of the issuer of such other
      Investment or accounts receivable or (2) as a result of a foreclosure by
      the Company or any of its Restricted Subsidiaries with respect to any
      secured Investment or such other transfer of title with respect to any
      secured Investment in default,

                                       20
<PAGE>

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

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

            "Permitted Liens" means:

            (a) Liens securing the Senior Notes;

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

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

            (d) Liens to secure Debt permitted to be Incurred under Section
      4.09(b)(3), provided that any such Lien may not extend to any Property of
      the Company or any Restricted Subsidiary, other than the Property
      acquired, constructed or leased with the proceeds of such Debt and any
      improvements or accessions to such Property;

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

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

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

            (h) Liens on the Property of the Company or any Restricted
      Subsidiary Incurred in the ordinary course of business to secure
      performance of obligations with respect to statutory or regulatory
      requirements, performance bids, trade contracts, letters

                                       21
<PAGE>

      of credit performance or return-of-money bonds, surety bonds or other
      obligations of a like nature and Incurred in a manner consistent with
      industry practice, in each case which are not Incurred in connection with
      the borrowing of money, the obtaining of advances or credit or the payment
      of the deferred purchase price of Property and which do not in the
      aggregate impair in any material respect the use of Property in the
      operation of the business of the Company and the Restricted Subsidiaries
      taken as a whole;

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

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

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

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

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

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

                                       22
<PAGE>

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

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

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

            (r) Liens on the RHDI Senior Notes;

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

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

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

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

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

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

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

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

            "Permitted Transferee" shall mean any Person to whom Affiliates of
Goldman Sachs & Co. or any Permitted Transferee shall have sold or otherwise
transferred at least 10,000 shares of Preferred Stock (as such number may be
adjusted from time to time for any stock split, stock dividend, reverse split,
combination, recapitalization, merger or otherwise); provided, however, that no
Person primarily engaged in the business of publishing, printing or marketing
yellow page directories (the "Directories Business") and no Person which owns
more than 10% of the outstanding voting Stock of any Person primarily engaged in
the Directories Business shall be a Permitted Transferee unless the Company
gives its written consent to permit such Person to be a Permitted Transferee.

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

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

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

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

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

                                       24
<PAGE>

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

            "pro forma" means, with respect to any calculation made or required
to be made pursuant to the terms hereof a calculation performed in accordance
with the terms of this Indenture and (to the extent not conflicting with such
terms) Article 11 of Regulation S-X promulgated under the Securities Act (as in
effect on the Issue Date).

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

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

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

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

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

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

            (a) consisting of the deferred purchase price of property,
      conditional sale obligations, obligations under any title retention
      agreement, other purchase money obligations and obligations in respect of
      industrial revenue bonds, in each case where the

                                       25
<PAGE>

      maturity of such Debt does not exceed the anticipated useful life of the
      Property being financed, and

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

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

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

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

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

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

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

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

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

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

                                       26
<PAGE>

            "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, between the Company and the Initial Purchasers.

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

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

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

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

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

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

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

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

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

            "Restricted Payment" means:

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

                                       27
<PAGE>

      Disqualified Stock) of the Company or in options, warrants or other rights
      to acquire shares of Capital Stock (other than Disqualified Stock) of the
      Company;

            (b) the purchase, repurchase, redemption, acquisition or retirement
      for value of any Capital Stock of the Company or any Restricted Subsidiary
      (other than from the Company or a Restricted Subsidiary or any entity that
      becomes a Restricted Subsidiary as a result of such transactions) or
      securities exchangeable for or convertible into any such Capital Stock,
      including the exercise of any option to exchange any Capital Stock (other
      than for or into Capital Stock of the Company that is not Disqualified
      Stock);

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

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

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

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

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

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

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

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

            "RHDI Senior Notes" means the 8 7/8% senior secured notes due 2010
issued by RHDI.

            "RHDI Senior Subordinated Notes" means the 10 7/8% senior
subordinated notes due 2012 issued by RHDI.

                                       28
<PAGE>

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

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

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

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

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

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

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

            "Securitization Entity" means a Wholly Owned Restricted Subsidiary
(or a Wholly Owned Subsidiary of another Person in which the Company or any
Subsidiary of the Company makes an Investment and to which the Company or any
Subsidiary of the Company transfers Receivables and Related Assets) that engages
in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity and:

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

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

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

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

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

                                       29
<PAGE>
            (c) to which neither the Company nor any Restricted Subsidiary
      (other than such Securitization Entity) has any obligation to maintain or
      preserve such entity's financial condition or cause such entity to achieve
      certain levels of operating results.

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

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

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

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

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

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

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

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

            (a) such Person,

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

                                       30
<PAGE>

            (c) one or more Subsidiaries of such Person.

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

            "Temporary Cash Investments" means:

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

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

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

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

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

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

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

            (h) interests in mutual funds with a rating of AAA- or higher that
      invest all of their assets in short-term securities, instruments and
      obligations which carry a minimum

                                       31
<PAGE>

      rating of "A-2" or "P-2" and which are managed by a bank meeting the
      qualifications in clause (b) above.

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

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

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

            "Unrestricted Subsidiary" means:

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

            (b) any Subsidiary of an Unrestricted Subsidiary.

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

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

SECTION 1.02 Incorporation by Reference of Trust Indenture Act.

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

            "indenture securities" means the Senior Notes.

                                       32
<PAGE>

            "indenture securityholder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

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

SECTION 1.03 Rules of Construction.

            Unless the context otherwise requires:

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

            (B) "or" is not exclusive;

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

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

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

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

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

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

                                       33
<PAGE>

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01 Amount of Senior Notes.

            The Trustee shall initially authenticate Senior Notes for original
issue on the Issue Date in an aggregate principal amount of $300 million upon a
written order of the Company in the form of an Officers' Certificate of the
Company (other than as provided in Section 2.08). The Trustee shall authenticate
additional Senior Notes ("Additional Senior Notes") thereafter in unlimited
aggregate principal amount (so long as permitted by the terms of this Indenture,
including, without limitation, Section 4.09) for original issue upon a written
order of the Company in the form of an Officers' Certificate in aggregate
principal amount as specified in such order (other than as provided in Section
2.08). Each such written order shall specify the amount of Senior Notes to be
authenticated and the date on which the Senior Notes are to be authenticated.

SECTION 2.02 Form and Dating.

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

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

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

SECTION 2.03 Execution and Authentication.

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

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

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<PAGE>

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

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

SECTION 2.04 Registrar and Paying Agent.

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

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

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

SECTION 2.05 Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of or premium or interest on the Senior Notes (whether such money has been paid
to it by the Company or any other obligor on the Senior Notes), and the Company
and the Paying Agent shall notify the Trustee of any default by the Company (or
any other obligor on the Senior Notes) in making any such payment. Money held in
trust by the Paying Agent need not be segregated except as required by law and
in no event shall the Paying Agent be liable for any interest on any money
received by it hereunder; provided that if the Company or an Affiliate thereof
acts as Paying Agent, it shall segregate the

                                       35
<PAGE>

money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require the Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed and the Trustee may at any time
during the continuance of any Event of Default specified in Section 6.01(1) or
(2), upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

SECTION 2.06 Holder Lists.

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

SECTION 2.07 Transfer and Exchange.

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

            Any Holder of the Global Senior Note shall, by acceptance of such
Global Senior Note, agree that transfers of the beneficial interests in such
Global Senior Note may be effected only through a book entry system maintained
by the Holder of such Global Senior Note (or its agent), and that ownership of a
beneficial interest in the Global Senior Note shall be required to be reflected
in a book entry.

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

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<PAGE>

SECTION 2.08 Replacement Senior Notes.

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

SECTION 2.09 Outstanding Senior Notes.

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

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

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

SECTION 2.10 Treasury Notes.

            In determining whether the Holders of the required principal amount
of Senior Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Senior Notes owned by the Company or any other
Affiliate of the Company shall be disregarded as though they were not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent or any
amendment, modification or other change to this Indenture, only Senior Notes as
to which a Responsible Officer of the Trustee has actually received an Officers'
Certificate stating that such Senior Notes are so owned

                                       37
<PAGE>

shall be so disregarded. Senior Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee established to the satisfaction of
the Trustee the pledgee's right so to act with respect to the Senior Notes and
that the pledgee is not the Company or any other obligor on the Senior Notes or
any of their respective Affiliates.

SECTION 2.11 Temporary Senior Notes.

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

SECTION 2.12 Cancellation.

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

SECTION 2.13 Defaulted Interest.

            If the Company defaults on a payment of interest on the Senior
Notes, it shall pay the defaulted interest, plus (to the extent permitted by
law) any interest payable on the defaulted interest, in accordance with the
terms hereof, to the Persons who are Holders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment date.
The Company shall fix such special record date and payment date in a manner
satisfactory to the Trustee. At least 10 days before such special record date,
the Company shall mail to each Holder a notice that states the special record
date, the payment date and the amount of defaulted interest, and interest
payable on defaulted interest, if any, to be paid. The Company may make payment
of any defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Senior
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Company to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.

SECTION 2.14 CUSIP Number.

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

                                       38
<PAGE>

The Company shall promptly notify the Trustee of any such CUSIP number used by
the Company in connection with the issuance of the Senior Notes and of any
change in the CUSIP number.

SECTION 2.15 Deposit of Moneys.

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

SECTION 2.16 Book-Entry Provisions for Global Senior Notes.

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

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

            (b) Transfers of Global Senior Notes shall be limited to transfer in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Senior Notes may be
transferred or exchanged for Physical Senior Notes in accordance with the rules
and procedures of the Depository and the provisions of Section 2.17.

                                       39
<PAGE>

In addition, a Global Senior Note shall be exchangeable for Physical Senior
Notes if (i) the Depository (x) notifies the Company that it is unwilling or
unable to continue as depository for such Global Senior Note or (y) has ceased
to be a clearing agency registered under the Exchange Act, and, with respect to
(x) or (y), the Company thereupon fails to appoint a successor depository within
90 days of such notice or cessation, (ii) the Company, at its option, notifies
the Trustee in writing that it elects to cause the issuance of such Physical
Senior Notes in exchange for any or all of the Senior Notes represented by the
Global Senior Notes or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Senior Notes. In all cases, Physical Senior
Notes delivered in exchange for any Global Senior Note or beneficial interests
therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository (in accordance with
its customary procedures).

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

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

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

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

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

                                       40
<PAGE>

SECTION 2.17 Special Transfer Provisions.

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

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

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

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

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

                  (ii) if the proposed transferor is a Participant holding a
            beneficial interest in the Global Senior Note, upon receipt by the
            Registrar of (x) the

                                       41
<PAGE>

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

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

            (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Senior Notes not bearing the Private Placement
Legend, the Registrar shall deliver Senior Notes that do not bear the Private
Placement Legend. Upon the registration of transfer, exchange or replacement of
Senior Notes bearing the Private Placement Legend, the Registrar shall deliver
only Senior Notes that bear the Private Placement Legend unless (i) there is
delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (ii) such Senior Note has been sold pursuant
to an effective registration statement under the Securities Act and the
Registrar has received an Officers' Certificate from the Company to such effect
or (iii) the requested transfer is after the second anniversary of the Issue
Date (provided, however, that neither the Company nor an Affiliate of the
Company has held any beneficial interest in such Senior Note or portion thereof
at any time since the Issue Date).

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

                                       42
<PAGE>

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

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

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

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

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

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

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

SECTION 2.18 Computation of Interest.

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

                                       43
<PAGE>

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01 Election To Redeem; Notices to Trustee.

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

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

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

SECTION 3.03 Notice of Redemption.

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

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

            (A) the Redemption Date;

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<PAGE>

            (B) the appropriate calculation of the redemption price;

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

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

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

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

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

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

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

SECTION 3.04 Effect of Notice of Redemption.

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

SECTION 3.05 Deposit of Redemption Price.

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

                                       45
<PAGE>

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

SECTION 3.06 Senior Notes Redeemed in Part.

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

SECTION 3.07 Mandatory Redemption.

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

                                  ARTICLE FOUR

                                   COVENANTS

SECTION 4.01 Payment of Senior Notes.

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

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

SECTION 4.02 Maintenance of Office or Agency.

            The Company shall maintain an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee or Registrar) where Senior
Notes may be presented or surrendered for payment, where Senior Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Senior Notes and this Indenture
may be served. The Company shall give prompt written notice to the

                                       46
<PAGE>

Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee and the Company hereby appoint the Trustee
as their agent to receive all such presentations, surrenders, notices and
demands.

            The Company may also from time to time designate one or more other
offices or agencies where the Senior Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

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

SECTION 4.03 Legal Existence.

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

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

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

            (b) The Company shall, and shall cause each of its Restricted
Subsidiaries to, keep at all times all of their material properties which are of
an insurable nature insured against such loss or damage with insurers believed
by the Company to be responsible to the extent that Property of a similar
character is usually so insured by corporations similarly situated and

                                       47
<PAGE>

owning like Properties in accordance with good business practice. The Company
shall, and shall cause each of its Restricted Subsidiaries to, use the proceeds
from any such insurance policy to repair, replace or otherwise restore the
Property to which such proceeds relate.

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

SECTION 4.05 Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.06 Compliance Certificate.

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

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

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

                                       48
<PAGE>

SECTION 4.07 Payment of Taxes and Other Claims.

            The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or Property of the Company or any of
its Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

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

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

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

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

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

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

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

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

                                       49
<PAGE>

      Senior Notes must follow in order to withdraw an election to tender Senior
      Notes (or portions thereof) for payment.

            Holders electing to have a Senior Note purchased shall be required
to surrender the Senior Note, with an appropriate form duly completed, to the
Company or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders shall be
entitled to withdraw their election if the Trustee or the Company receives, not
later than one Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Senior Note that was delivered for purchase
by the Holder and a statement that such Holder is withdrawing its election to
have such Senior Note purchased.

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

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

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

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

SECTION 4.09 Limitation on Debt.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Debt; provided, however, that the Company and its
Restricted Subsidiaries may Incur

                                       50
<PAGE>

Debt and Acquired Debt if, after giving effect to the Incurrence of such Debt
and the application of the proceeds therefrom, the Leverage Ratio of the Company
and the Restricted Subsidiaries (on a consolidated basis) would not exceed 7.25
to 1.0.

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

            (1) Debt under the Credit Facility and Guarantees of such Debt by
      the Company and guarantors under the Credit Facility; provided that the
      aggregate principal amount of all such Debt under the Credit Facility
      shall not exceed $3.0 billion less the amount of any permanent mandatory
      repayments made under the Credit Facility (and, in the case of any
      revolving subfacility thereunder, permanent commitment reductions) with
      Net Available Cash from Asset Sales;

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

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

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

                  (b) the aggregate principal amount of all Debt Incurred and
            then outstanding pursuant to this clause (c) (together with all
            Permitted Refinancing Debt Incurred and then outstanding in respect
            of Debt previously Incurred pursuant to this clause (c)) does not
            exceed $75 million;

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

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

                                       51
<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

            (14) Debt of the Company or any Restricted Subsidiary outstanding on
      the Issue Date not otherwise described in clauses (1) through (13) above;

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

            (16) Permitted Refinancing Debt;

            (17) Debt of the Company or any Restricted Subsidiary or the
      issuance of Disqualified Stock in a principal amount or liquidation value,
      as applicable, outstanding at any one time not to exceed $200 million in
      the aggregate for all such Debt and Disqualified Stock; and

            (18) the Existing Notes and their related Guarantees.

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

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

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

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

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

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SECTION 4.10 Limitation on Restricted Payments.

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

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

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

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

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

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

                  (iii) the sum of:

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

                  (B) the aggregate amount by which Debt (other than
                  Subordinated Obligations) of the Company or any Restricted
                  Subsidiary is reduced on the Company's consolidated balance
                  sheet on or after December 3, 2002 upon the conversion or
                  exchange of any Debt issued or sold on or after December 3,
                  2002 that is convertible or exchangeable for Capital Stock
                  (other than Disqualified Stock) of the Company, together with,
                  in the cases of both (A) and (B), the aggregate net cash
                  proceeds received by the Company at the time of such
                  conversion or exchange, but excluding, in the case of clause
                  (A) or (B): (x) any such Debt issued or sold to the Company or
                  a Restricted Subsidiary of the Company or an employee stock
                  ownership plan or trust established by the Company or such
                  Restricted Subsidiary for the benefit of its employees and (y)
                  the aggregate amount of any cash or other Property distributed
                  by the Company or any

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<PAGE>

                  Restricted Subsidiary upon any such conversion or exchange,
                  plus (without duplication)

                  (iv) an amount equal to the sum of:

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

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

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

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

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

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

            (3) purchase, repurchase, redeem, legally defease, acquire or retire
      for value any Subordinated Obligations in exchange for or out of the
      proceeds of the substantially concurrent sale of Capital Stock of the
      Company (other than Disqualified Stock) or options, warrants or other
      rights to acquire such Capital Stock (other than any such

                                       55
<PAGE>

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

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

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

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

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

            (8) so long as no Default or Event of Default shall have occurred
      and be continuing, repurchase any Subordinated Obligations or Disqualified
      Stock of the

                                       56
<PAGE>

      Company at a purchase price not greater than 101% of the principal amount
      or liquidation preference of such Subordinated Obligation or Disqualified
      Stock in the event of a Change of Control pursuant to a provision similar
      to Section 4.08 in the documents governing such Subordinated Obligation or
      Disqualified Stock; provided that prior to consummating any such
      repurchase, the Company has made the Change of Control Offer required by
      this Indenture and has repurchased all notes validly tendered for payment
      in connection with such Change of Control Offer; provided, further, that
      such payments shall be included in the calculation of Restricted Payments;

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

            (10) make any other Restricted Payment which, together with all
      other Restricted Payments made pursuant to this Section 4.10(b)(10) since
      the Issue Date, does not exceed $50 million, provided that no Default or
      Event of Default shall have occurred and be continuing immediately after
      making such Restricted Payment; provided, further, that such payments
      shall be included in the calculation of Restricted Payments;

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

            (12) so long as no Default or Event of Default shall have occurred
      and be continuing, pay cash dividends on the Company's Preferred Stock
      held by affiliates of Goldman Sachs & Co. or its Permitted Transferees
      (for the avoidance of doubt, such dividend shall not be included in the
      calculation of the amount of Restricted Payments);

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

            (14) repurchase or redeem Preferred Stock held by affiliates of
      Goldman Sachs & Co. with the net proceeds from the offering of Senior
      Notes on the Issue Date; provided that such repurchase or redemption shall
      not be included in the calculation of the amount of Restricted Payments;
      and

            (15) so long as no Default or Event of Default shall have occurred
      and be continuing, repurchase or redeem Preferred Stock held by affiliates
      of Goldman Sachs &

                                       57
<PAGE>

      Co. or its Permitted Transferees in exchange for, or out of the proceeds
      of the substantially concurrent sale of, Subordinated Obligations of the
      Company; provided that such repurchase or redemption shall not be included
      in the calculation of the amount of Restricted Payments.

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

SECTION 4.11 Limitation on Liens.

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

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

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

SECTION 4.12 Limitation on Asset Sales.

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

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

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

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

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<PAGE>

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

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

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

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

            (d) When the aggregate amount of Excess Proceeds exceeds $50
million, the Company will be required to make an offer to purchase (the
"Prepayment Offer") the Senior Notes and any other pari passu Debt outstanding
with similar provisions requiring an offer to purchase such Debt with such
proceeds, which offer shall be in the amount of the Allocable Excess Proceeds,
on a pro rata basis according to principal amount, at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the purchase date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of over
subscription) set forth herein. To the extent that any portion of the amount of
Net Available Cash remains after compliance with the preceding sentence and
provided that all Holders of Senior Notes have been given the opportunity to
tender their Senior Notes for purchase in accordance with this Indenture, the
Company or such Restricted Subsidiary may use such remaining amount for any
purpose not restricted by this Indenture and the amount of Excess Proceeds will
be reset to zero.

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<PAGE>

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

            (a) the Excess Proceeds and

            (b) a fraction,

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

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

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

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

                                       60
<PAGE>

Amount, the Trustee or the Paying Agent shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.12.

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

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

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

SECTION 4.13 Limitation on Transactions with Affiliates.

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

            (1) the terms of such Affiliate Transaction are:

                  (i) set forth in writing, and

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

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<PAGE>

            (b) if such Affiliate Transaction involves aggregate payments or
value in excess of $10 million, the Board of Directors of the Company (including
a majority of the disinterested members of the Board of Directors of the Company
or, if there is only one disinterested director, such disinterested director)
approves such Affiliate Transaction and, in its good faith judgment, believes
that such Affiliate Transaction complies with clause (a)(1)(ii) of this Section
4.13 as evidenced by a Board Resolution, and

            (c) if such Affiliate Transaction involves aggregate payments or
value in excess of $50 million, the Company obtains a written opinion from an
Independent Financial Advisor to the effect that the consideration to be paid or
received in connection with such Affiliate Transaction is fair, from a financial
point of view, to the Company and the Restricted Subsidiaries, taken as a whole.

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

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

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

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

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

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

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

            (7) transactions with customers, clients, suppliers or purchasers or
      sellers of goods or services, in each case in the ordinary course of
      business and otherwise in compliance with the terms of this Indenture
      which are fair to the Company or its

                                       62
<PAGE>

      Restricted Subsidiaries or are on terms no less favorable as might
      reasonably have been obtained at such time from an unaffiliated party;
      provided that such transactions are approved by a majority of the Board of
      Directors of the Company in good faith (including a majority of
      disinterested directors of the Board of Directors of the Company, or if
      there is only one disinterested director, such director);

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

            (9) transactions in connection with or payments by the Company or
      any of its Restricted Subsidiaries to Goldman Sachs & Co. or any of their
      respective affiliates in connection with any management, financial
      advisory, financing, derivative, underwriting or placement services or any
      other investment banking, banking, asset management or similar services
      including principal, interest and fees on loans which payments are
      approved by a majority of the Board of Directors of the Company in good
      faith (including a majority of disinterested directors of the Board of
      Directors of the Company, or if there is only one disinterested director,
      such director); and

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

SECTION 4.14 Designation of Restricted and Unrestricted Subsidiaries.

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

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

            (y) the Company would be permitted under Section 4.10 to make a
      Restricted Payment in an amount equal to the Fair Market Value of the
      Investment in such Subsidiary. For the purposes of this provision, in the
      event the Fair Market Value of such assets exceeds $50 million, such Fair
      Market Value shall be determined by an Independent Financial Advisor.

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

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

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

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

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

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

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

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

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

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

            (c) So long as the Credit Facility requires, prior to the
consummation of an Asset Sale, an Affiliate Transaction or a Restricted Payment
to or with one or more Unrestricted Subsidiaries, the Board of Directors of the
Company must designate any such Unrestricted Subsidiary as a Restricted
Subsidiary in accordance with this Section 4.14.

SECTION 4.15 Limitation of Company's Business.

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

SECTION 4.16 Reports to Holders.

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

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to file such documents if the Company were so subject, unless, in any case, such
filings are not then permitted by the Commission.

            If such filings with the Commission are not then permitted by the
Commission, or such filings are not generally available on the Internet free of
charge, the Company will, without charge to the Holders, within 15 days of each
Required Filing Date, transmit by mail to Holders, as their names and addresses
appear in the Senior Note register, and file with the Trustee copies of the
annual reports, quarterly reports and other periodic reports that the Company
would be required to file with the Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act if the Company were subject to such Section 13(a) or 15(d)
and, promptly upon written request, supply copies of such documents to any
prospective Holder or beneficial owner at the Company's cost.

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

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

SECTION 4.17 Suspension of Covenants.

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

            (1) Section 4.09;

            (2) Section 4.10;

            (3) Section 4.12;

            (4) Section 4.13;

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

            (b) Upon the occurrence of a Covenant Suspension Event (the
"Suspension Date"), the amount of Excess Proceeds from Net Proceeds shall be set
at zero. In the event that the Company and the Restricted Subsidiaries are not
subject to the Suspended Covenants for any period of time as a result of the
foregoing, and on any subsequent date (the "Reversion Date") in the event that
only one Rating Agency had previously provided an Investment Grade Rating on

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the Senior Notes, then one of the Rating Agencies withdraws its Investment Grade
Rating or lowers the rating assigned to the Senior Notes below an Investment
Grade Rating or, in the event that both of the Rating Agencies have previously
provided Investment Grade Ratings on the Senior Notes, then both of the Rating
Agencies withdraw their Investment Grade Rating or lower the ratings assigned to
the Senior Notes below an Investment Grade Rating or a Default or Event of
Default occurs and is continuing, then the Company and the Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants with
respect to future events. The period of time between the Suspension Date and the
Reversion Date is referred to in this description as the "Suspension Period."
Notwithstanding that the Suspended Covenants may be reinstated, no Default or
Event of Default will be deemed to have occurred as a result of a failure to
comply with the Suspended Covenants during the Suspension Period (or upon
termination of the Suspension Period or after that time based solely on events
that occurred during the Suspension Period).

            (c) On the Reversion Date, all Debt incurred, or Disqualified Stock
issued, during the Suspension Period will be classified to have been incurred or
issued pursuant to Section 4.09(a) hereof or one of the clauses set forth in
Section 4.09(b) hereof (to the extent such Debt or Disqualified Stock would be
permitted to be incurred or issued thereunder as of the Reversion Date and after
giving effect to Debt incurred or issued prior to the Suspension Period and
outstanding on the Reversion Date). To the extent such Debt or Disqualified
Stock would not be so permitted to be incurred or issued pursuant to Section
4.09(a) or (b) hereof, such Debt or Disqualified Stock will be deemed to have
been outstanding on the Issue Date, so that it is classified as permitted under
clause (14) of Section 4.09(b) hereof. Calculations made after the Reversion
Date of the amount available to be made as Restricted Payments under Section
4.10 hereof will be made as though Section 4.10 hereof had been in effect since
the Issue Date and throughout the Suspension Period. Accordingly, Restricted
Payments made during the Suspension Period will reduce the amount available to
be made as Restricted Payments under Section 4.10(a) hereof.

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

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01 Merger, Consolidation and Sale of Property.

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

                  (1) the Company shall be the surviving Person (the "Surviving
            Person") or the Surviving Person (if other than the Company) formed
            by such merger, consolidation or amalgamation or to which such sale,
            transfer, assignment, lease, conveyance or disposition is made which
            is substituted for the

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      Company as the issuer of the Senior Notes shall be a corporation organized
      and existing under the laws of the United States of America, any State
      thereof or the District of Columbia;

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

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

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

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

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

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

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

            (B) a lease,

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shall not be released from any obligation to pay the principal amount of the
Senior Notes, any accrued and unpaid interest.

SECTION 5.02 Successor Person Substituted.

            Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Senior Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

            The following events shall be "Events of Default":

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

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

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

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

            (5) a default by the Company or any Restricted Subsidiary under any
      Debt of the Company or any Restricted Subsidiary which results in
      acceleration of the maturity of such Debt, or the failure to pay any such
      Debt at maturity, in an aggregate principal amount in excess of $20
      million, unless the Company is contesting such acceleration in good faith;

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

                  (A) commences a voluntary insolvency proceeding;

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

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

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

                  (E) or takes any comparable action under any foreign laws
                  relating to insolvency; provided, however, that the
                  liquidation of any Restricted Subsidiary into another
                  Restricted Subsidiary or the Company other than as part of a
                  credit reorganization, shall not constitute an Event of
                  Default under this Section 6.01(6);

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

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

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

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

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

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

            (8) any judgment or judgments for the payment of money in an
      unsecured aggregate amount (net of any amount covered by insurance issued
      by a reputable and creditworthy insurer that has not contested coverage or
      reserved rights with respect to the underlying claim and that continues to
      make payments pursuant to the terms of the relevant policy) in excess of
      $20 million at the time entered against the Company or any Restricted
      Subsidiary and shall not be waived, satisfied or discharged for any period
      of 60 consecutive days during which a stay of enforcement shall not be in
      effect or otherwise payable.

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

            A Default under Section 6.01(4) is not an Event of Default until the
Trustee or the Holders of at least 25% in aggregate principal amount at maturity
of the Senior Notes then outstanding notify the Company (and in the case of such
notice by Holders, the Trustee) of the Default and the Company does not cure
such Default within the time specified after receipt of

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such notice. Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default."

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

            The Company shall immediately notify the Trustee if a meeting of the
Board of Directors of the Company is convened to consider any action mandated by
a petition for debt settlement proceedings or bankruptcy proceedings. The
Company shall also promptly advise the Trustee of the approval of the filing of
a debt settlement or bankruptcy petition prior to the filing of such petition.

SECTION 6.02 Acceleration of Maturity; Rescission.

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

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

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Default, except nonpayment of principal, premium or interest on the Senior Notes
that became due solely because of the acceleration of the Senior Notes, have
been cured or waived.

            Subject to Section 7.01, in case an Event of Default shall occur and
be continuing, the Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
Holders of the Senior Notes, unless such Holders shall have offered to the
Trustee reasonable indemnity. Subject to Section 7.07, the Holders of a majority
in aggregate principal amount of the Senior Notes then outstanding will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Senior Notes.

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

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

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

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

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

SECTION 6.03 Other Remedies.

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Senior Notes or does not produce any of them in the proceeding. Any
such proceeding instituted by the Trustee may be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements of the
Trustee and its counsel, be for the ratable benefit of the Holders of the Senior
Notes in respect of which such judgment has been recovered. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of

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Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative, to the extent permitted by law.
Any costs associated with actions taken by the Trustee under this Section 6.03
shall be reimbursed to the Trustee by the Company.

SECTION 6.04 Waiver of Past Defaults and Events of Default.

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

SECTION 6.05 Control by Majority.

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

SECTION 6.06 Limitation on Suits.

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

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

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

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

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

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

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

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

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

SECTION 6.08 Rights of Holders To Receive Payment.

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

SECTION 6.09 Collection Suit by Trustee.

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

SECTION 6.10 Trustee May File Proofs of Claim.

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

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

SECTION 6.11 Priorities.

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

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

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

            THIRD: to the Company.

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

SECTION 6.12 Undertaking for Costs.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.02 Rights of Trustee.

            Subject to Section 7.01:

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.03 Individual Rights of Trustee.

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

SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

            If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder a notice of the Default within 90
days after it occurs in the manner and

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to the extent provided in the TIA and otherwise as provided in this Indenture.
Except in the case of a Default in payment of the principal of or interest on
any Senior Note (including payments pursuant to a redemption or repurchase of
the Senior Notes pursuant to the provisions of this Indenture), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Holders.

SECTION 7.06 Reports by Trustee to Holders.

            If required by TIA Section 313(a), within 60 days after August 15 of
any year, commencing 2005, the Trustee shall mail to each Holder a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c) and TIA Section 313(d).

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

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

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

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

SECTION 7.07 Compensation and Indemnity.

            The Company shall pay to the Trustee and Agents from time to time
such compensation for their services hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) as shall be agreed upon in writing. The Company shall reimburse
the Trustee and Agents upon request for all reasonable disbursements, expenses
and advances incurred or made by them in connection with the Trustee's duties
under this Indenture, including the reasonable compensation, disbursements and
expenses of the Trustee's agents and external counsel, except any expense
disbursement or advance as may be attributable to its willful misconduct,
negligence or bad faith.

            The Company shall fully indemnify each of the Trustee and any
predecessor Trustee for, and hold each of them harmless against, any and all
loss, damage, claim, liability or expense, including without limitation taxes
(other than taxes based on the income of the Trustee or such Agent) and
reasonable attorneys' fees and expenses incurred by each of them in connection
with the acceptance or performance of its duties under this Indenture including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including, without limitation, settlement costs). The Trustee
or Agent shall notify the Company in writing promptly of any claim of which a
Responsible Officer of the Trustee has actual knowledge asserted against the
Trustee or Agent for which it may seek indemnity; provided that the failure by
the Trustee or

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Agent to so notify the Company shall not relieve the Company of its obligations
hereunder except to the extent the Company is actually prejudiced thereby. In
the event that a conflict of interest exists, the Trustee may have separate
counsel, which counsel must be reasonably acceptable to the Company and the
Company shall pay the reasonable fees and expenses of such counsel.

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

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

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

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

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

SECTION 7.08 Replacement of Trustee.

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

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

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

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

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

            (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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

SECTION 7.09 Successor Trustee by Consolidation, Merger, etc.

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

SECTION 7.10 Eligibility; Disqualification.

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

SECTION 7.11 Preferential Collection of Claims Against Company.

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

SECTION 7.12 Paying Agents.

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

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

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

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

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01 Without Consent of Holders.

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

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

            (2)   to comply with Section 5.01;

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

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

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

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

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

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

            (9)   to provide for the issuance of Additional Senior Notes in
                  accordance with this Indenture, including the issuance of
                  Additional Senior Notes as restricted securities under the
                  Securities Act and substantially identical

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                  Additional Senior Notes pursuant to an Exchange Offer
                  registered with the Commission; or

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

SECTION 8.02 With Consent of Holders.

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

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

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

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

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

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

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

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

            (7)   modify the provisions of Section 4.08 or the related
                  definitions at any time on or after the Company is obligated
                  to make a Change of Control Offer, or

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

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

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

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

SECTION 8.03 Compliance with Trust Indenture Act.

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

SECTION 8.04 Revocation and Effect of Consents.

            (a) After an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Senior Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Senior Note or portion thereof, and of any Senior Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Senior Note.

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

SECTION 8.05 Notation on or Exchange of Senior Notes.

            If an amendment, supplement, or waiver changes the terms of a Senior
Note, the Trustee (in accordance with the specific written direction of the
Company) shall request the Holder of the Senior Note (in accordance with the
specific written direction of the Company) to deliver it to the Trustee. In such
case, the Trustee shall place an appropriate notation on the Senior Note about
the changed terms and return it to the Holder. Alternatively, if the Company

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or the Trustee so determines, the Company in exchange for the Senior Note shall
issue, and the Trustee shall authenticate, a new Senior Note that reflects the
changed terms. Failure to make the appropriate notation or issue a new Senior
Note shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 8.06 Trustee To Sign Amendments, etc.

            The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 12.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01 Discharge of Liability on Senior Notes; Defeasance.

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

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

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

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

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

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

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

            (c) If the Company exercises its Legal Defeasance option, payment of
the Senior Notes may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its Covenant Defeasance option,
payment of the Senior Notes may not be accelerated because of an Event of
Default as described in Section 6.01(3) (insofar as such Event of Default
applies to obligations under Sections 5.01(a)(5), (a)(6)), under Section 6.01(4)
(insofar as such Event of Default applies to obligations under Sections 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16), under Sections 6.01(5), (6),
(7) (in the case of Sections 6.01(6) and (7), with respect to Significant
Subsidiaries only) or under Section 6.01(8) or the failure of the Company to
comply with Section 5.01(a)(5).

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

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

SECTION 9.02 Conditions to Defeasance.

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

                                       85
<PAGE>

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

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

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

            (d)   no Default or Event of Default has occurred and is continuing
                  on the date of such deposit and after giving effect thereto;

            (e)   such deposit does not constitute a default under any other
                  material agreement or instrument binding on the Company;

            (f)   the Company delivers to the Trustee an Opinion of Counsel to
                  the effect that the trust resulting from the deposit does not
                  constitute, or is qualified as, a regulated investment company
                  under the Investment Company Act of 1940;

            (g)   in the case of an election of Legal Defeasance under Section
                  9.01, the Company delivers to the Trustee an Opinion of
                  Counsel stating that:

                        (1) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling; or

                        (2) since the date of this Indenture there has been a
                  change in the applicable U.S. Federal income tax law,

                  to the effect, in either case, that, and based thereon such
                  Opinion of Counsel shall confirm that, the Holders of the
                  Senior Notes will not recognize income, gain or loss for U.S.
                  Federal income tax purposes as a result of such Legal
                  Defeasance election and will be subject to U.S. Federal income
                  tax on the same amounts, in the same manner and at the same
                  time as would have been the case if such election has not
                  occurred;

            (h)   in the case of an election of Covenant Defeasance under
                  Section 9.01, the Company delivers to the Trustee an Opinion
                  of Counsel to the effect that

                                       86
<PAGE>

                  the Holders of the Senior Notes will not recognize income,
                  gain or loss for U.S. Federal income tax purposes as a result
                  of such Covenant Defeasance and will be subject to U.S.
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such election
                  had not occurred; and

            (i)   the Company delivers to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that all conditions
                  precedent to an election under 9.01 have been complied with as
                  required by this Indenture.

SECTION 9.03 Deposited Money and Government Obligations To Be Held in Trust;
             Other Miscellaneous Provisions.

            All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Senior Notes shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Senior Notes and this Indenture, to
the payment, either directly or through any Paying Agent, to the Holders of such
Senior Notes, of all sums due and to become due thereon in respect of principal,
premium, if any, and accrued interest, but such money need not be segregated
from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 9.02(a) or the principal, premium, if any, and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Senior
Notes.

            Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon a request of
the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.04 Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Senior Notes shall be revived
and reinstated as though no deposit had occurred pursuant to this Article Nine
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Obligations in accordance with Section 9.01; provided that
if the Company has made any payment of principal of, premium, if any, or accrued
interest on any Senior Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Senior
Notes to receive such payment from the money or Government Obligations held by
the Trustee or Paying Agent.

                                       87
<PAGE>

SECTION 9.05 Moneys Held by Paying Agent.

            In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company, and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.06 Moneys Held by Trustee.

            Any moneys deposited with the Trustee or any Paying Agent or then
held by the Company in trust for the payment of the principal of, or premium, if
any, or interest on any Senior Note that are not applied but remain unclaimed by
the Holder of such Senior Note for two years after the date upon which the
principal of, or premium, if any, or interest on such Senior Note shall have
respectively become due and payable shall be repaid to the Company upon a
request of the Company, or if such moneys are then held by the Company in trust,
such moneys shall be released from such trust; and the Holder of such Senior
Note entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company for the payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided that the Trustee or any such Paying Agent, before
being required to make any such repayment, may, at the expense of the Company,
either mail to each Holder affected, at the address shown in the register of the
Senior Notes maintained by the Registrar pursuant to Section 2.04, or cause to
be published once a week for two successive weeks, in a newspaper published in
the English language, customarily published each Business Day and of general
circulation in the City of New York, New York, a notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing or publication, any unclaimed balance of
such moneys then remaining will be repaid to the Company. After payment to the
Company or the release of any money held in trust by the Company, Holders
entitled to the money must look only to the Company for payment as general
creditors unless applicable abandoned property law designates another Person.

                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01 Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

                                       88
<PAGE>

            The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

SECTION 10.02 Notices.

            Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

            If to the Company:

                     R.H. Donnelley Corporation,
                     1001 Winstead Drive
                     Cary, North Carolina 27513
                     Attn: General Counsel
                     Fax: (919) 297-1518

            With a copy to:

                     Jones Day
                     North Point, 901 Lakeside Avenue
                     Cleveland, Ohio 44114-1190
                     Attn: Thomas C. Daniels
                     Fax: (216) 579-0212

            If to the Trustee, Registrar or Paying Agent:

                     Mailing Address:
                     The Bank of New York
                     101 Barclay Street, Floor 8W
                     New York, New York 10286
                     Attn.: Corporate Trust Administration
                     Fax: (212) 815-5707

            Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

            The Company or the Trustee by written notice to the others may
designate additional or different addresses for subsequent notices or
communications.

            Any notice or communication mailed to a Holder shall be mailed to
him by first-class mail, postage prepaid, at his address shown on the register
kept by the Registrar.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication to a Holder is

                                       89
<PAGE>

mailed in the manner provided above, it shall be deemed duly given, whether or
not the addressee receives it.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 10.03 Communications by Holders with Other Holders.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Senior Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

SECTION 10.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture (except for the issuance of Senior Notes on
the Issue Date), the Company shall furnish to the Trustee:

            (A) an Officers' Certificate (which shall include the statements set
      forth in Section 10.05 below) stating that, in the opinion of the signers,
      all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with; and

            (B) an Opinion of Counsel (which shall include the statements set
      forth in Section 10.05 below) stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

SECTION 10.05 Statements Required in Certificate and Opinion.

            Each certificate (other than certificates pursuant to Section 4.06)
and opinion with respect to compliance by or on behalf of the Company with a
condition or covenant provided for in this Indenture shall include:

            (A) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (B) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (C) a statement that, in the opinion of such Person, it, he or she
      has made such examination or investigation as is necessary to enable it,
      him or her to express an informed opinion as to whether or not such
      covenant or condition has been complied with; and

                                       90
<PAGE>

            (D) a statement as to whether or not, in the opinion of such Person,
      such covenant or condition has been complied with.

SECTION 10.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.

SECTION 10.07 Legal Holidays.

            A "Legal Holiday" is a Saturday, a Sunday or other day on which (i)
commercial banks in the City of New York are authorized or required by law to
close or (ii) the New York Stock Exchange is not open for trading. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

SECTION 10.08 Governing Law.

            This Indenture and the Senior Notes shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 10.09 No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 10.10 Successors.

            All agreements of the Company in this Indenture and the Senior Notes
shall bind their respective successors. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall bind its
successor.

SECTION 10.11 Multiple Counterparts.

            The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 10.12 Table of Contents, Headings, etc.

            The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       91
<PAGE>

SECTION 10.13 Separability.

            Each provision of this Indenture shall be considered separable and
if for any reason any provision which is not essential to the effectuation of
the basic purpose of this Indenture or the Senior Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

                                       92
<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed all as of the date and year first written above.

                                        R.H. DONNELLEY CORPORATION

                                        By: /s/ Jenny L. Apker
                                            -----------------------------------
                                            Name: Jenny L. Apker
                                            Title: Vice President and Treasurer

                                      A-1
<PAGE>

                                        THE BANK OF NEW YORK, as Trustee

                                        By: /s/ Julie Salovitch Miller
                                            -----------------------------------
                                            Name: Julie Salovitch Miller
                                            Title: Vice President

                                      S-2
<PAGE>

                                                                       EXHIBIT A

                           R.H. DONNELLEY CORPORATION

CUSIP No.                                                       $

                           6.875% SENIOR NOTE DUE 2013

            R.H. DONNELLEY CORPORATION, a Delaware corporation, as issuer (the
"Company"), for value received, promises to pay to CEDE & CO. or registered
assigns the principal sum of [ ] on January 15, 2013.

            Interest Payment Dates: January 15 and July 15.

            Record Dates: January 1 and July 1.

            Reference is made to the further provisions of this Senior Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                                       A-1

<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Senior Note to be
signed manually or by facsimile by one of its duly authorized officers.

                                      R.H. DONNELLEY CORPORATION

                                      By:  _________________________________
                                           Name:
                                           Title:

                                       A-2

<PAGE>

                          Certificate of Authentication

            This is one of the 6.875% Senior Notes Due 2013 referred to in the
within-mentioned Indenture.

                                       THE BANK OF NEW YORK, as Trustee

                                       By:  ________________________________

Dated:

                                       A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                           R.H. DONNELLEY CORPORATION

                           6.875% SENIOR NOTE DUE 2013

            1. Interest. R.H. DONNELLEY CORPORATION, a Delaware corporation, as
issuer (the "Company"), promises to pay, until the principal hereof is paid or
made available for payment, interest on the principal amount set forth on the
face hereof at a rate of 6.875% per annum. Interest hereon will accrue from and
including the most recent date to which interest has been paid or, if no
interest has been paid, from and including January 14, 2005 to but excluding the
date on which interest is paid. Interest shall be payable in arrears on each
January 15 and July 15, commencing July 15, 2005. Interest will be computed on
the basis of a 360-day year of twelve 30-day months and actual days elapsed. The
Company shall pay interest on overdue principal and on overdue interest (to the
full extent permitted by law) at the rate borne by the Senior Notes.

            2. Method of Payment. The Company will pay interest hereon (except
defaulted interest) to the Persons who are registered Holders at the close of
business on January 1 or July 1 immediately preceding the interest payment date
(whether or not a Business Day). Holders must surrender Senior Notes to a Paying
Agent to collect principal payments. The Company will pay to the Paying Agent
principal and interest in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts. If a Holder
has given wire transfer instructions to the Company, the Company may pay or
cause to be paid by the Paying Agent, all principal, interest and Additional
Interest, if any, on that Holder's Senior Notes in accordance with those
instructions. All other payments on the Senior Notes will be made at the office
or agency of the Paying Agent and Registrar unless the Company elects to make
interest payments by check mailed to the Holders at their address set forth in
the register of Holders.

            3. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee") will act as a Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to the Holders. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            4. Indenture. The Company issued the Senior Notes under an Indenture
dated January 14, 2005 (the "Indenture") between the Company and the Trustee.
This is one of an issue of Senior Notes of the Company issued, or to be issued,
under the Indenture. The terms of the Senior Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as amended from time
to time. The Senior Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of them. Capitalized and
certain other terms used herein and not otherwise defined have the meanings set
forth in the Indenture.

            5. Optional Redemption. (a) Except as set forth in this Section 5(b)
and (c), the Senior Notes will not be redeemable at the option of the Company
prior to January 15, 2009. Thereafter, the Senior Notes will be redeemable, at
the Company's option, in whole or in part, at

                                       A-4

<PAGE>

any time or from time to time, upon not less than 30 nor more than 60 days'
prior notice, at the following redemption prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on January 15 of the years set forth below and
are expressed as percentages of principal amount:

<TABLE>
<CAPTION>
                                                                 Redemption
                  Redemption Year                                  Price
                  ---------------                                ----------
<S>                                                              <C>
2009...............................................               103.438%
2010...............................................               101.719%
2011 and thereafter................................               100.000%
</TABLE>

            (b) From time to time on or prior to January 15, 2008, the Company
may at its option on any one or more occasions redeem Senior Notes (including
Additional Senior Notes, if any) in an aggregate principal amount up to a
maximum of 40% of the aggregate principal amount of Senior Notes (including
Additional Senior Notes, if any) issued under the Indenture at a redemption
price of 106.875% of the principal amount, plus accrued and unpaid interest
thereon, if any, to the redemption date, subject to the rights of the holders of
record on the relevant record date to receive interest due on the relevant
interest payment date, with the net cash proceeds of one or more Qualified
Equity Offerings; provided that:

            (1) at least 60% of the aggregate principal amount of Senior Notes
      (including Additional Senior Notes, if any) issued under the Indenture
      remains outstanding immediately after giving effect to any such redemption
      (excluding Senior Notes held by the Company and its Subsidiaries); and

            (2) the redemption occurs within 90 days' of the date of the closing
      of such Qualified Equity Offering upon not less than 30 nor more than 60
      days' prior notice.

            (c) The Senior Notes may be redeemed, in whole or in part, at any
time prior to January 15, 2009, at the option of the Company upon not less than
30 nor more than 60 days' prior notice, at a redemption price equal to 100% of
the principal amount of the Senior Notes redeemed plus the Applicable Premium as
of, and accrued and unpaid interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).

            For purposes of this Section 5(c), the following terms will have the
following definitions:

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

            (1)1.0% of the then outstanding principal amount of the Senior Note;
and

            (2)the excess of:

                                       A-5

<PAGE>

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

                  (b) the then outstanding principal amount of the Senior Note.

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

            (d) The Trustee will select Senior Notes called for redemption
pursuant to this paragraph 5 on a pro rata basis, by lot or by such method as
the Trustee in its sole discretion shall deem fair and appropriate; provided
that no Senior Notes of $1,000 or less shall be redeemed in part. A new Senior
Note in principal amount equal to the unredeemed portion thereof will be issued
in the name of the Holder thereof upon cancellation of the original Senior Note.
Senior Notes called for redemption pursuant to this paragraph 5 and paragraph 7
hereto become due on the date fixed for redemption. On and after the redemption
date, interest stops accruing on Senior Notes or portions of them called for
redemption.

            6. Notice of Redemption. Notices of redemption shall be mailed by
first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Senior Notes to be redeemed at its registered address.
Notices of redemption may not be conditional. If any Senior Note is to be
redeemed in part only, the notice of redemption that relates to such Senior Note
shall state the portion of the principal amount thereof to be redeemed.

            7. Offers To Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Senior Notes in accordance with the procedures set forth in the
Indenture.

            8. Registration Rights. (a) Pursuant to a Registration Rights
Agreement between the Company and the Initial Purchasers named therein (the
"Registration Rights Agreement"), RHD will be obligated to consummate an
exchange offer (the "Exchange Offer") pursuant to which the Holder of this
Senior Note shall have the right to exchange this Senior Note for Senior Notes
which have been registered under the Securities Act, in like principal amount
and having substantially identical terms as the Senior Notes. (b) If (i) within
120 days after the Issue Date (or 60 days after RHD is either required or
requested to file a Shelf Registration Statement pursuant to the Registration
Rights Agreement), the Exchange Offer Registration Statement (or,

                                       A-6

<PAGE>

if applicable, the Shelf Registration Statement), has not been filed with the
Commission; (ii) within 180 days after the date of the Release (or 90 days after
RHD is either required or requested to file a Shelf Registration Statement
pursuant to the Registration Rights Agreement), the Exchange Offer Registration
Statement (or, if applicable, the Shelf Registration Statement), has not been
declared effective; (iii) within 210 days after the Issue Date, the Exchange
Offer has not been consummated; or (iv) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
useable (subject, in the case of the Shelf Registration Statement, to the
exceptions set forth in the Registration Rights Agreement) in connection with
resales of the Senior Notes or Exchange Securities in accordance with and during
the periods specified in Sections 2 and 3 of the Registration Rights Agreement
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), additional interest ("Additional Interest") will accrue on the Senior
Notes and the Exchange Securities (in addition to the stated interest on the
Senior Notes and the Exchange Securities) from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Additional Interest will accrue at an
initial rate of 0.25% per annum of the aggregate principal amount of the Senior
Notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum which rate shall
increase by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, up to a maximum of 1.00% per annum.

            9. Denominations, Transfer, Exchange. The Senior Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Senior Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar shall not be required to exchange or register a transfer of any Senior
Note for a period of 15 days immediately preceding the redemption of Senior
Notes, except the unredeemed portion of any Senior Note being redeemed in part.

            10. Persons Deemed Owners. The registered Holder of this Senior Note
may be treated as the owner of this Senior Note for all purposes.

            11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent will pay
the money back to the Company at its written request. After that, Holders
entitled to the money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another Person.

            12. Amendment, Supplement, Waiver, Etc. The Company and the Trustee
(if a party thereto) may, without the consent of the Holders of any outstanding
Senior Notes, amend, waive or supplement the Indenture or the Senior Notes for
certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, maintaining the qualification of the Indenture under
the Trust Indenture Act of 1939, as amended, providing for the assumption by a
successor to the Company of its obligations under the Indenture and making any
change that does not materially and adversely affect the rights of any Holder.
Other amendments and modifications of the Indenture or the Senior Notes may be
made by the Company and the

                                       A-7

<PAGE>

Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of the outstanding Senior Notes, subject to certain
exceptions requiring the consent of the Holders of the particular Senior Notes
to be affected.

            13. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Debt, pay dividends on, redeem or repurchase its
Capital Stock, make certain investments, sell assets, enter into transactions
with Affiliates, expand into unrelated businesses, create liens, consolidate,
merge or sell all or substantially all of the assets of the Company and its
Restricted Subsidiaries and requires the Company to provide reports to Holders
of the Senior Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.

            14. Successor Corporation. When a successor corporation assumes all
the obligations of its predecessor under the Senior Notes and the Indenture and
the transaction complies with the terms of Article Five of the Indenture, the
predecessor corporation will, except as provided in Article Five, be released
from those obligations.

            15. Defaults and Remedies. Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Sections 6.01(6) and
6.01(7) of the Indenture) occurs and is continuing, then, and in each and every
such case, either the Trustee, by notice in writing to the Company, or the
Holders of not less than 25% of the principal amount of the Senior Notes then
outstanding, by notice in writing to the Company and the Trustee, may, and the
Trustee at the request of such Holders shall, declare due and payable, if not
already due and payable, the principal of and any accrued and unpaid interest on
all of the Senior Notes; and upon any such declaration all such amounts upon
such Senior Notes shall become and be immediately due and payable, anything in
the Indenture or in the Senior Notes to the contrary notwithstanding. If an
Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture
occurs, then the principal of and any accrued and unpaid interest on all of the
Senior Notes shall immediately become due and payable without any declaration or
other act on the part of the Trustee or any Holder. Holders may not enforce the
Indenture or the Senior Notes except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Senior Notes. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Senior Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except a default in payment of principal, premium, if
any, or interest on the Senior Notes or a default in the observance or
performance of any of the obligations of the Company under Article Five of the
Indenture) if it determines that withholding notice is in their best interests.

            16. Trustee Dealings with Company. Subject to certain limitations
imposed by the Trust Indenture Act, the Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.

                                       A-8

<PAGE>

            17. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, agent, member or stockholder or Affiliate of
the Company, as such, shall have any liability for any obligations of the
Company under the Senior Notes, the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Senior Notes by accepting a Senior Note waives and releases all such
liabilities. The waiver and release are part of the consideration for issuance
of the Senior Notes.

            18. Discharge. The Company's obligations pursuant to the Indenture
will be discharged, except for obligations pursuant to certain sections thereof,
subject to the terms of the Indenture, upon the payment of all the Senior Notes
or upon the irrevocable deposit with the Trustee of United States dollars or
Government Obligations sufficient to pay when due principal of and interest on
the Senior Notes to maturity or redemption, as the case may be.

            19. Authentication. This Senior Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Senior
Note.

            20. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company
agree to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to the Indenture or the
Senior Notes.

            21. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                  R.H. Donnelley Corporation,
                  1001 Winstead Drive
                  Cary, North Carolina 27513
                  Attn: General Counsel Telephone: (914) 297-1600
                  Fax: (919) 297-1518

            With a copy to:

                  Jones Day
                  North Point, 901 Lakeside Avenue
                  Cleveland, Ohio 44114-1190
                  Tel: (216) 586-3939
                  Fax: (216) 579-0212

                                       A-9

<PAGE>

                                   ASSIGNMENT

                  I or we assign and transfer this Senior Note to:

_______________________________________________________________________
(Insert assignee's social security or tax I.D. number)

_______________________________________________________________________
(Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Senior Note on the books of the Company. The
Agent may substitute another to act for him.

Date: ___________________              Your Signature:__________________________
                                                      (Sign exactly as your name
                                                      appears on the other side
                                                      of this Senior Note)

Signature Guarantee: _______________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have all or any part of this Senior Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

            [ ]  Section 4.08                  [ ]  Section 4.12

            If you want to have only part of the Senior Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$ _______________________________
         (multiple of $1,000)

Date: _________________________       Your Signature: __________________________
                                                      (Sign exactly as your name
                                                      appears on the other side
                                                      of this Senior Note)

_______________________________
Signature Guaranteed

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-11

<PAGE>

                                                                       EXHIBIT B

        [FORM OF LEGEND FOR 144A SENIOR NOTES AND OTHER SENIOR NOTES THAT
                           ARE RESTRICTED SECURITIES]

THIS SENIOR NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:

      (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
"IAI").

      (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
(A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OF REGULATION S UNDER
THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION; AND

      (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

      AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.
THE INDENTURE GOVERNING THIS SENIOR

                                       B-1

<PAGE>

NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS SENIOR NOTE IN VIOLATION OF THE FOREGOING.

                                       B-2

<PAGE>

        [FORM OF ASSIGNMENT FOR 144A SENIOR NOTES AND OTHER SENIOR NOTES
                         THAT ARE RESTRICTED SECURITIES]

                I or we assign and transfer this Senior Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Senior Note on the books of the Company. The
Agent may substitute another to act for him.

                                   [Check One]

            [ ] (a) this Senior Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

            or

            [ ] (b) this Senior Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Senior Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Senior Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

Date:____________________             Your Signature: __________________________
                                                     (Sign exactly as your name
                                                     appears on the face of this
                                                     Senior Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       B-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

            The transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act, and, accordingly, the transferor hereby
further certifies that the beneficial interest or certificated Senior Note is
being transferred to a Person that the transferor reasonably believed and
believes is purchasing the beneficial interest or certificated Senior Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such transfer is in compliance with
any applicable securities laws of any state of the United States. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or certificated Senior Note will
be subject to the restrictions on transfer enumerated on the Rule 144A Senior
Notes and/or the certificated Senior Note and in the Indenture and the
Securities Act.

Dated: ____________________               ______________________________________
                                          NOTICE: To be executed by an executive
                                                  officer

                                       B-4

<PAGE>

                                                                       EXHIBIT C

                  [FORM OF LEGEND FOR REGULATION S SENIOR NOTE]

THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
UNLESS REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT.

THIS SENIOR NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:

      (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING
THIS SENIOR NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT OR (C) IT IS AN "INSTITUTIONAL ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT) (AN "IAI").

      (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SENIOR NOTE
EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN
AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OF REGULATION S
UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION; AND

                                       C-1

<PAGE>

      (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SENIOR NOTE OR
AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
INDENTURE GOVERNING THIS SENIOR NOTE CONTAINS A PROVISION REQUIRING THE TRUSTEE
TO REFUSE TO REGISTER ANY TRANSFER OF THIS SENIOR NOTE IN VIOLATION OF THE
FOREGOING.

                                       C-2

<PAGE>

                [FORM OF ASSIGNMENT FOR REGULATION S SENIOR NOTE]

            I or we assign and transfer this Senior Note to:

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

            and irrevocably appoint:

            Agent to transfer this Senior Note on the books of the Company. The
Agent may substitute another to act for him.

                                   [Check One]

            [ ] (a) this Senior Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Regulation S
thereunder.

            or

            [ ] (b) this Senior Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Senior Note and the Indenture.

            If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Senior Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

Date: ____________________    Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                              on the face of this Senior Note)

Signature Guarantee:____________________________________________________________

                               SIGNATURE GUARANTEE

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                       C-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

            The transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the transferor
hereby further certifies that (i) the transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
transferee was outside the United States or such transferor and any Person
acting on its behalf reasonably believed and believes that the transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Senior Note will be subject to the restrictions on transfer
enumerated on the Regulation S Senior Notes and/or the certificated Senior Note
and in the Indenture and the Securities Act.

Dated:___________________                _______________________________________
                                         NOTICE:  To be executed by an executive
                                                  officer

                                       C-4

<PAGE>

                                                                       EXHIBIT D

                     [FORM OF LEGEND FOR GLOBAL SENIOR NOTE]

            Any Global Senior Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Senior Note) in substantially the following form:

            THIS SENIOR NOTE IS A GLOBAL SENIOR NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SENIOR NOTE IS NOT EXCHANGEABLE FOR SENIOR
NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SENIOR NOTE (OTHER THAN A TRANSFER OF THIS SENIOR NOTE AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                       D-1

<PAGE>

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York  10286

Attention:  Corporate Trust Administration

            Re:   R.H. Donnelley Corporation, a Delaware corporation, as issuer
                  (the "Company"), 6.875% Senior Notes Due 2013
                  (the "Senior Notes")

Dear Sirs:

            In connection with our proposed sale of $__________ aggregate
principal amount of the Senior Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

      (1) the offer of the Senior Notes was not made to a U.S. person or to a
      person in the United States;

      (2) either (a) at the time the buy offer was originated, the transferee
      was outside the United States or we and any person acting on our behalf
      reasonably believed that the transferee was outside the United States, or
      (b) the transaction was executed in, on or through the facilities of a
      designated off-shore securities market and neither we nor any person
      acting on our behalf knows that the transaction has been pre-arranged with
      a buyer in the United States;

      (3) no directed selling efforts have been made in the United States in
      contravention of the requirements of Rule 904(a) of Regulation S;

      (4) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act; and

      (5) we have advised the transferee of the transfer restrictions applicable
      to the Senior Notes.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or

                                       E-1

<PAGE>

official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Transferee]

                                       By: _________________________

                                       E-2

<PAGE>

                                                                       EXHIBIT F

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

R.H. Donnelley Corporation,
1001 Winstead Drive
Cary, North Carolina 27513
The Bank of New York
101 Barclay Street, Floor 8W
New York, New York  10286

            Re: 6.875% SENIOR NOTES DUE 2013

            Reference is hereby made to the Indenture, dated as of January 14,
2005 (the "Indenture"), between R.H. Donnelley Corporation, as issuer (the
"Company"), and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

      (a) [ ] a beneficial interest in a Global Senior Note, or

      (b) [ ] a definitive Senior Note,

            we confirm that:

            1.    We understand that any subsequent transfer of the Senior Notes
                  or any interest therein is subject to certain restrictions and
                  conditions set forth in the Indenture and the undersigned
                  agrees to be bound by, and not to resell, pledge or otherwise
                  transfer the Senior Notes or any interest therein except in
                  compliance with, such restrictions and conditions and the
                  United States Securities Act of 1933, as amended (the
                  "Securities Act").

            2.    We understand that the offer and sale of the Senior Notes have
                  not been registered under the Securities Act, and that the
                  Senior Notes and any interest therein may not be offered or
                  sold except as permitted in the following sentence. We agree,
                  on our own behalf and on behalf of any accounts for which we
                  are acting as hereinafter stated, that if we should sell the
                  Senior Notes or any interest therein, prior to the expiration
                  of the holding period applicable to sales of the Senior Notes
                  under Rule 144(k) of the Securities Act, we will do so only
                  (A) to the Company or any

                                       F-1

<PAGE>

                  subsidiary thereof, (B) in accordance with Rule 144A under the
                  Securities Act to a "qualified institutional buyer" (as
                  defined therein), (C) to an institutional "accredited
                  investor" (as defined below) that, prior to such transfer,
                  furnishes (or has furnished on its behalf by a U.S.
                  broker-dealer) to you and to the Company a signed letter
                  substantially in the form of this letter and, if such transfer
                  is in respect of a principal amount of Senior Notes, at the
                  time of transfer of less than $250,000, an Opinion of Counsel
                  in form reasonably acceptable to the Company to the effect
                  that such transfer is in compliance with the Securities Act,
                  (D) outside the United States in accordance with Rule 904 of
                  Regulation S under the Securities Act, (E) pursuant to the
                  provisions of Rule 144(k) under the Securities Act or (F)
                  pursuant to an effective registration statement under the
                  Securities Act, and we further agree to provide to any person
                  purchasing the definitive Senior Note or beneficial interest
                  in a Global Senior Note from us in a transaction meeting the
                  requirements of clauses (A) through (E) of this paragraph a
                  notice advising such purchaser that resales thereof are
                  restricted as stated herein.

            3.    We understand that, on any proposed resale of the Senior Notes
                  or beneficial interest therein, we will be required to furnish
                  to you and the Company such certifications, legal opinions and
                  other information as you and the Company may reasonably
                  require to confirm that the proposed sale complies with the
                  foregoing restrictions. We further understand that the Senior
                  Notes purchased by us will bear a legend to the foregoing
                  effect. We further understand that any subsequent transfer by
                  us of the Senior Notes or beneficial interest therein acquired
                  by us must be effected through one of the Placement Agents.

            4.    We are an institutional "accredited investor" (as defined in
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act) and have such knowledge and experience in
                  financial and business matters as to be capable of evaluating
                  the merits and risks of our investment in the Senior Notes,
                  and we and any accounts for which we are acting are each able
                  to bear the economic risk of our or its investment.

            5.    We are acquiring the Senior Notes or beneficial interest
                  therein purchased by us for our own account or for one or more
                  accounts (each of which is an institutional "accredited
                  investor") as to each of which we exercise sole investment
                  discretion.

                                       F-2

<PAGE>

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                      ________________________________
                                      [Insert Name of Transferor]

                                       By: ___________________________
                                           Name:
                                           Title:

Dated: _____________, _____

                                       F-3