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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                FIRST AMENDMENT
                                     TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

        FIRST AMENDMENT, dated as of May 22, 2002 (this "First Amendment"), to
the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2001 (as
amended, supplemented or otherwise modified through but not including the date
hereof, the "Credit Agreement"; All capitalized terms used herein without
definition shall have the same meanings herein as set forth therein), by and
among TRANSWESTERN PUBLISHING COMPANY, LLC, a Delaware limited liability company
(the "Company"), WORLDPAGES, INC., a Delaware corporation and a wholly owned
Subsidiary of the Company ("WPZ"), TWP CAPITAL CORP. II, a Delaware corporation
and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company, WPZ
and TWP Capital II, collectively, the "Borrowers"), the Lenders from time to
time parties thereto, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as
administrative agent (in such capacity, the "Administrative Agent"), WACHOVIA
BANK, NATIONAL ASSOCIATION (as successor through merger with First Union
National Bank), as Syndication Agent, and FLEET NATIONAL BANK, as Documentation
Agent.

                              W I T N E S S E T H:

        WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Syndication Agent, the Documentation Agent and certain other parties have
entered into the Credit Agreement; and

        WHEREAS, the Borrowers desire that the Lenders consent to the amendment
of certain provisions of the Credit Agreement to allow the Borrowers to pay
dividends to Holdings so that Holdings may repurchase the Senior Discount Notes;

        NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrowers, the Administrative
Agent and the Required Lenders hereby agree as follows:


        SECTION 1. Amendment to Subsection 6.8. Subsection 6.8 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of clause (f),
deleting the period at the end of clause (g) and, substituting in lieu thereof,
a semi-colon and adding the following new clause (h):

        (h) so long as no Default or Event of Default shall have occurred and be
    continuing or would result therefrom, the Company may, from time to time
    after the First Amendment Effective Date, pay cash dividends to Holdings in
    an amount sufficient to permit Holdings to repurchase, and solely for the
    purpose of permitting Holdings to
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    repurchase, in bona fide arm's length transactions, at one time or from time
    to time, in whole or in part, the Senior Discount Notes.

        SECTION 2. Conditions to Effectiveness. This First Amendment shall be
    deemed effective as of the date when each of the following conditions have
    been satisfied (such date, the "First Amendment Effective Date"):

            (a) First Amendment. The Administrative Agent shall have received
        counterparts of this First Amendment, duly executed by Borrowers, the
        Administrative Agent and the Required Lenders.

            (b) No Default or Event of Default. On and as of the date hereof and
        after giving effect to this First Amendment, no Default or Event of
        Default shall have occurred and be continuing.

            (c) Representations and Warranties. The representations and
        warranties made by the Borrowers in the Credit Agreement after giving
        effect to this First Amendment and the transactions contemplated hereby
        shall be true and correct in all material respects on and as of the date
        hereof as if made on such date, except that where such representations
        and warranties relate to an earlier date, such representations and
        warranties shall be true and correct in all material respects as of such
        earlier date; provided that all references to the Credit Agreement in
        such representations and warranties shall be and are deemed to mean this
        First Amendment as well as the Credit Agreement as amended hereby.

        SECTION 3. Reference to an Effect on the Loan Documents. On and after
the First Amendment Effective Date, (a) each reference to the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this First
Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents. Except as
expressly amended herein, all of the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect in accordance
with the terms thereof and are hereby in all respects ratified and confirmed.

        SECTION 4. Headings. Section headings used in this First Amendment are
for convenience of reference only, are not part of this First Amendment and are
not to affect the construction of, or to be taken into consideration in
interpreting, this First Amendment.

        SECTION 5. Counterparts. This First Amendment may be executed in two or
more counterparts (including by facsimile transmission), each of which shall
constitute an original, but all of which when taken together shall constitute
but one instrument. The execution and delivery of this First Amendment by any
Lender shall be binding upon each of its successors and assigns (including
transferees of its commitments and Loans in whole or in part prior to

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effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.

        SECTION 6. Expenses. The Borrowers agree to reimburse the Administrative
Agent, for all its reasonable costs and out-of-pocket expenses incurred in
connection with the preparation and delivery of this First Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.

        SECTION 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    [Remainder of page left blank intentionally; Signature pages to follow.]


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