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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                               R.H. DONNELLEY INC.

                    $300,000,000 6.875% SENIOR NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 14, 2005

Bear, Stearns & Co. Inc.
J.P. Morgan Securities Inc.
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

            R.H. Donnelley Corporation, a corporation organized under the laws
of the State of Delaware (the "Company"), proposes, among other things, to issue
and sell to Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc. (the
"Initial Purchasers"), $300,000,000 aggregate principal amount of its 6.875%
Senior Notes due 2013 (the "Notes") upon the terms set forth in a purchase
agreement dated January 11, 2005 (the "Purchase Agreement") relating to the
initial placement of the Notes (the "Initial Placement"). To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of
your obligations thereunder, the Company hereby agrees with you for your benefit
and the benefit of the holders from time to time of the Notes and Exchange Notes
(as defined below) (including the Initial Purchasers) (each a "Holder" and,
together, the "Holders" for as long as such Person holds Notes), as follows:

            1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following defined terms shall have the following
respective meanings:

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

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

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

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

            "Commission" shall mean the Securities and Exchange Commission.

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

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

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

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

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

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

            "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

            "Holder(s)" shall have the meaning set forth in the preamble hereto.

            "Indenture" shall mean the Indenture relating to the Notes, to be
dated as of the original issuance of the Notes, between the Company and The Bank
of New York, as trustee, as amended or supplemented from time to time in
accordance with the terms thereof.

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

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

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

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

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

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

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

            "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Notes or the Exchange Notes covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

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

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

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

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

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

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

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Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

            "Trustee" shall mean the trustee with respect to the Notes under the
Indentures.

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

            2. Registered Exchange Offer. (a) The Company shall prepare and, not
later than 120 days following the Issue Date (or if such 120th day is not a
Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
180 days of the Issue Date (or if such 180th day is not a Business Day, the next
succeeding Business Day).

            (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Notes for Exchange Notes (assuming that such Holder is not
an Affiliate of the Company, acquires the Exchange Notes in the ordinary course
of such Holder's business, is not engaged in and does not intend to engage in
and has no arrangements or understandings with any Person to participate in the
distribution of the Exchange Notes, is not a broker-dealer tendering Notes
directly acquired from the Company for its own account and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such Exchange Notes from and after their receipt
without any limitations or restrictions under the Act and under state securities
or blue sky laws.

            (c) In connection with the Registered Exchange Offer, the Company
shall:

            (i) mail to each Holder a copy of the Prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (ii) keep the Registered Exchange Offer open for not less than 30
      days after the date notice thereof is mailed to the Holders (or longer if
      required by applicable law);

            (iii) if the Company receives notice from an Exchanging Dealer that
      such Exchanging Dealer holds Notes acquired for the account of such
      Exchanging Dealer as a result of market making or other trading
      activities, use their respective reasonable best efforts to keep the
      Exchange Offer Registration Statement continuously effective under the
      Act, supplemented and amended as required under the Act to ensure that it
      is available for sales of Exchange Notes by Exchanging Dealers during the
      Exchange Offer Registration Period;

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

            (v) permit Holders to withdraw tendered Notes at any time prior to
      the close of business, New York time, on the last Business Day on which
      the Registered Exchange Offer is open by sending to the entity specified
      in the Prospectus, a facsimile or letter setting forth the name of such
      Holder, the principal amount of the Notes delivered for exchange and a
      statement that such Holder is withdrawing such Holder's election to have
      such Notes exchanged;

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

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

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

            (i) accept for exchange all Notes duly tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer in accordance with the
      terms of the Exchange Offer Registration Statement and letter of
      transmittal, which shall be an exhibit thereto;

            (ii) deliver to the Trustee for cancellation in accordance with
      Section 4(q) hereof all Notes so accepted for exchange; and

            (iii) cause the Trustee promptly to authenticate and deliver to each
      Holder of Notes a principal amount of Exchange Notes equal to the
      principal amount of the Notes of such Holder so accepted for exchange.

            (e) Each Holder, by tendering Notes for exchange for Exchange Notes,
acknowledges and agrees that any Broker-Dealer and any such Holder using the
Registered Exchange Offer to participate in a distribution of the Exchange Notes
(x) could not under Commission policy as in effect on the date of this Agreement
rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), as interpreted in the Commission's letter to Shearman & Sterling dated
July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Act in connection with
any

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secondary resale transaction and must be covered by an effective registration
statement containing the selling security holder information required by Item
507 and 508 of Regulation S-K, as applicable, under the Act if the resales are
of Exchange Notes obtained by such Holder in exchange for Notes acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

            (i) any Exchange Notes received by such Holder will be acquired in
      the ordinary course of business;

            (ii) such Holder will have no arrangement or understanding with any
      Person to participate in the distribution of the Notes or the Exchange
      Notes within the meaning of the Act; and

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

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

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

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            (b) (i) The Company shall as promptly as reasonably practicable (but
in no event more than 60 days after so required or requested pursuant to this
Section 3), file with the Commission, and thereafter shall use their respective
reasonable best efforts to cause to be declared effective under the Act (within
90 days after so required or requested pursuant to this Section 3), a Shelf
Registration Statement relating to the offer and sale of the Notes or the
Exchange Notes, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by a majority of such
Holders and set forth in such Shelf Registration Statement; provided, however,
that nothing in this Section 3(b) shall require the filing of a Shelf
Registration Statement prior to the deadline for filing the Exchange Offer
Registration Statement set forth in Section 2(a); provided, further, that no
Holder (other than an Initial Purchaser) shall be entitled to have the Notes
held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided, further, that with respect to Exchange
Notes received by an Initial Purchaser in exchange for Notes constituting any
portion of an unsold allotment, the Company may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required by
Item 507 and 508 of Regulation S-K, as applicable, in satisfaction of their
obligations under this subsection with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.

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

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

            (a) The Company shall:

                        (i) furnish to each of you, not less than five Business
                  Days prior to the filing thereof with the Commission, a copy
                  of the Exchange Offer Registration Statement or the Shelf
                  Registration Statement, as the case may be, and each amendment
                  thereto and each amendment or supplement, if any, to the
                  Prospectus included therein (and upon written

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                                       -8-

                  request, all documents incorporated by reference therein after
                  the initial filing) and shall use their reasonable best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as you reasonably propose within
                  a reasonable time prior to such filing;

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

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

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

            (i) when a Registration Statement or any amendment thereto has been
      filed with the Commission and when the Registration Statement or any
      post-effective amendment thereto has become effective;

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

            (iii) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or the initiation of any
      proceedings for that purpose;

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

            (v) of the happening of any event that requires any change in the
      Registration Statement or the Prospectus so that, as of such date, the
      statements therein are not

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                                       -9-

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

            (c) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

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

            (e) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Notes or Exchange Notes covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

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

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

            (h) Prior to the Registered Exchange Offer or any other offering of
the Notes or Exchange Notes pursuant to any Registration Statement, the Company
shall arrange, if necessary, for the qualification of the Notes or the Exchange
Notes for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action that would

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                                      -10-

subject it to taxation or service of process in suits, other than those arising
out of the Initial Placement, the Registered Exchange Offer or any offering
pursuant to a Shelf Registration Statement, in any such jurisdiction where it is
not then so subject.

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

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

            (k) Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Notes or the Exchange Notes, as
the case may be, registered under such Registration Statement and provide the
Trustee with printed certificates for such Notes or Exchange Notes, in a form
eligible for deposit with The Depository Trust Company.

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

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

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                                      -11-

            (n) The Company may require each Holder of Notes to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such Notes as the Company may from
time to time reasonably require for inclusion in such Registration Statement.
The Company may exclude from such Shelf Registration Statement the Notes or
Exchange Notes of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request and the Company shall be
under no further obligations to such Holder to include such Holder in a Shelf
Registration Statement.

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

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

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

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

            (iii) make such representations and warranties to the Holders of the
      Notes or Exchange Notes registered thereunder and the underwriters, if
      any, in form, substance

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                                      -12-

      and scope as are customarily made by issuers to underwriters in primary
      underwritten offerings and covering matters including, but not limited to,
      those set forth in the Purchase Agreement as may be reasonably requested;

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

            (v) obtain "cold comfort" letters and updates thereof from the
      independent certified public accountants of the Company (and, if
      necessary, any other independent certified public accountants of the
      Company or any subsidiary of the Company or of any business acquired by
      the Company for which financial statements and financial data are, or are
      required to be, included in the Shelf Registration Statement), addressed
      to each selling Holder of Notes registered thereunder and the
      underwriters, if any, in customary form and covering matters of the type
      customarily covered in "cold comfort" letters in connection with primary
      underwritten offerings; and

            (vi) deliver such documents and certificates as may be reasonably
      requested by the Majority Holders and the Managing Underwriters, if any,
      including those to evidence compliance with Section 4(k) and with any
      customary conditions contained in the underwriting agreement or other
      customary agreement entered into by the Company. The actions set forth in
      clauses (iii), (iv), (v) and (vi) of this Section 4(p) shall be performed
      at each closing under any underwriting or similar agreement as and to the
      extent required thereunder.

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

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

            (s) In the event that any Broker-Dealer shall underwrite any Notes
or Exchange Notes or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Conduct
Rules of the National Association of Securities Dealers, Inc. (the "Conduct
Rules")) thereof, whether as a Holder or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, the

<PAGE>

                                      -13-

Company shall assist such Broker-Dealer in complying with the requirements of
such Conduct Rules, including, without limitation, by:

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

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

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

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

            5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith.

            6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of the Notes or Exchange Notes, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(g) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each Person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary prospectus or the Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
jointly and severally agree to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein. This indemnity agreement will

<PAGE>

                                      -14-

be in addition to any liability which the Company may otherwise have; provided,
further, however, that with respect to any untrue statement or omission of
material fact made in any preliminary prospectus, the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any Holder from
whom the Person asserting any such loss, claim, damage or liability purchased
the securities concerned, to the extent that any such loss, claim, damage or
liability of such Holder occurs under the circumstance where it shall have been
determined by a court of competent jurisdiction by final and nonappealable
judgment that (w) the Company had previously furnished copies of the Prospectus
to the Holders, (x) delivery of the Prospectus was required by the Act to be
made to such Person, (y) the untrue statement of omission of a material fact
contained in such preliminary prospectus was corrected in the Prospectus and (z)
there was not sent or given to such Person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the
Prospectus. The Company agrees to indemnify or contribute as provided in Section
6(d) to Losses of each underwriter of Notes or Exchange Notes, as the case may
be, registered under a Shelf Registration Statement, their directors, officers,
employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(o) hereof.

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

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ one separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees,

<PAGE>

                                      -15-

costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. It is understood,
however, that the indemnifying party shall, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general circumstances, be liable for the
fees and expenses of only one firm of attorneys (in addition to local counsel)
at any time for all such indemnified parties. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. An indemnifying party shall not be liable under this Section
6 to any indemnified party regarding any settlement or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent is consented to by such indemnifying party, which consent shall not be
unreasonably withheld.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other

<PAGE>

                                      -16-

relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Memorandum and (y) the total amount of additional interest which the
Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Memorandum and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Notes or Exchange Notes, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls any Issuer
within the meaning of either the Act or the Exchange Act, each officer of any
Issuer who shall have signed the Registration Statement and each director of any
Issuer shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).

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

            7. Underwritten Registrations. (a) If any of the Notes or Exchange
Notes, as the case may be, covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the Managing Underwriters shall be selected by
the Majority Holders after consultation with the Company.

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

<PAGE>

                                      -17-

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

            9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders; provided that, with respect to any matter that
directly or indirectly affects the rights of any Initial Purchaser hereunder,
the Company shall obtain the written consent of each the Initial Purchasers
against which such amendment, qualification, supplement, waiver or consent is to
be effective. Notwithstanding the foregoing (except the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Notes or Exchange
Notes, as the case may be, are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other Holders may
be given by the Majority Holders, determined on the basis of the Notes or
Exchange Notes, as the case may be, being sold rather than registered under such
Registration Statement.

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

            (a) if to a Holder, at the most current address given by such holder
      to the Company in accordance with the provisions of this Section 10, which
      address initially is, with respect to each Holder, the address of such
      Holder maintained by the Registrar under the Indenture, with a copy in
      like manner to Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc.;

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

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

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

<PAGE>

                                      -18-

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

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

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

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

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

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

                            [Signature Page Follows]

<PAGE>

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

                                       Very truly yours,

                                       R.H. DONNELLEY CORPORATION

                                       By: /s/ Jenny L. Apker
                                           -------------------------------------
                                           Name: Jenny L. Apker
                                           Title: Vice President and Treasurer

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

BEAR, STEARNS & CO. INC.

By:  /s/ Joseph B. Sheehan
     ----------------------------------
     Name:
     Title:

J.P. MORGAN SECURITIES INC.

By:  /s/ Richard P. Gabriel
     ----------------------------------
     Name: Richard P. Gabriel
     Title: Vice President

<PAGE>

                                                                         ANNEX A

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

<PAGE>

                                                                         ANNEX B

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

<PAGE>

                                      -22-

                                                                         ANNEX C

                              Plan of Distribution

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

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

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

<PAGE>

                                      -23-

                                                                         ANNEX D

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

      Name:     _________________________________
      Address:  _________________________________
                _________________________________

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