EX-4.1






Exhibit 4.1




 





R.H. DONNELLEY INC.,




THE GUARANTORS NAMED HEREIN




and




THE BANK OF NEW YORK, as Trustee




 






INDENTURE




Dated June 25, 2008




 






$412,871,000 Aggregate Principal Amount of 11.75% Senior Notes Due 2015




 





 









 





Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Rules of Construction
	 	 	34	 
	 
	 	 	 	 
	ARTICLE TWO THE SECURITIES
	 	 	34	 
	SECTION 2.01 Amount of Notes
	 	 	34	 
	SECTION 2.02 Form and Dating
	 	 	35	 
	SECTION 2.03 Execution and Authentication
	 	 	35	 
	SECTION 2.04 Registrar and Paying Agent
	 	 	36	 
	SECTION 2.05 Paying Agent To Hold Money in Trust
	 	 	36	 
	SECTION 2.06 Holder Lists
	 	 	36	 
	SECTION 2.07 Transfer and Exchange
	 	 	37	 
	SECTION 2.08 Replacement Notes
	 	 	37	 
	SECTION 2.09 Outstanding Notes
	 	 	38	 
	SECTION 2.10 Treasury Notes
	 	 	38	 
	SECTION 2.11 Temporary Notes
	 	 	38	 
	SECTION 2.12 Cancellation
	 	 	39	 
	SECTION 2.13 Defaulted Interest
	 	 	39	 
	SECTION 2.14 CUSIP Number
	 	 	39	 
	SECTION 2.15 Deposit of Moneys
	 	 	39	 
	SECTION 2.16 Book-Entry Provisions for Global Notes
	 	 	40	 
	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 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 Notes Redeemed in Part
	 	 	46	 
	SECTION 3.07 Sinking Fund
	 	 	46	 
	 
	 	 	 	 
	ARTICLE FOUR COVENANTS
	 	 	46	 
	SECTION 4.01 Payment of 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
	 	 	48	 
	SECTION 4.08 Repurchase at the Option of Holders upon Change of Control
	 	 	49	 
	SECTION 4.09 Limitation on Debt
	 	 	50	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.10 Limitation on Restricted Payments
	 	 	54	 
	SECTION 4.11 Limitation on Liens
	 	 	59	 
	SECTION 4.12 Limitation on Asset Sales
	 	 	59	 
	SECTION 4.13 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	 	 	62	 
	SECTION 4.14 Limitation on Transactions with Affiliates
	 	 	64	 
	SECTION 4.15 Designation of Restricted and Unrestricted Subsidiaries
	 	 	66	 
	SECTION 4.16 Limitation on the Company’s Business
	 	 	67	 
	SECTION 4.17 Reports to Holders
	 	 	68	 
	SECTION 4.18 Creation of Subsidiaries; Additional Subsidiary Guarantees
	 	 	69	 
	SECTION 4.19 Suspension of Covenants
	 	 	69	 
	 
	 	 	 	 
	ARTICLE FIVE SUCCESSOR CORPORATION
	 	 	71	 
	SECTION 5.01 Merger, Consolidation and Sale of Property
	 	 	71	 
	SECTION 5.02 Successor Person Substituted
	 	 	73	 
	 
	 	 	 	 
	ARTICLE SIX DEFAULTS AND REMEDIES
	 	 	73	 
	SECTION 6.01 Events of Default
	 	 	73	 
	SECTION 6.02 Acceleration of Maturity; Rescission
	 	 	75	 
	SECTION 6.03 Other Remedies
	 	 	77	 
	SECTION 6.04 Waiver of Past Defaults and Events of Default
	 	 	77	 
	SECTION 6.05 Control by Majority
	 	 	78	 
	SECTION 6.06 Limitation on Suits
	 	 	78	 
	SECTION 6.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	78	 
	SECTION 6.08 Rights of Holders To Receive Payment
	 	 	79	 
	SECTION 6.09 Collection Suit by Trustee
	 	 	79	 
	SECTION 6.10 Trustee May File Proofs of Claim
	 	 	79	 
	SECTION 6.11 Priorities
	 	 	79	 
	SECTION 6.12 Undertaking for Costs
	 	 	80	 
	 
	 	 	 	 
	ARTICLE SEVEN TRUSTEE
	 	 	80	 
	SECTION 7.01 Duties of Trustee
	 	 	80	 
	SECTION 7.02 Rights of Trustee
	 	 	81	 
	SECTION 7.03 Individual Rights of Trustee
	 	 	83	 
	SECTION 7.04 Trustee’s Disclaimer
	 	 	83	 
	SECTION 7.05 Notice of Defaults
	 	 	83	 
	SECTION 7.06 Compensation and Indemnity
	 	 	83	 
	SECTION 7.07 Replacement of Trustee
	 	 	84	 
	SECTION 7.08 Successor Trustee by Consolidation, Merger, etc.
	 	 	85	 
	SECTION 7.09 Eligibility; Disqualification
	 	 	85	 
	SECTION 7.10 Paying Agents
	 	 	85	 
	 
	 	 	 	 
	ARTICLE EIGHT MODIFICATION AND WAIVER
	 	 	86	 
	SECTION 8.01 Without Consent of Holders
	 	 	86	 
	SECTION 8.02 With Consent of Holders
	 	 	87	 
	SECTION 8.03 Revocation and Effect of Consents
	 	 	88	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 8.04 Notation on or Exchange of Notes
	 	 	88	 
	SECTION 8.05 Trustee To Sign Amendments, etc.
	 	 	89	 
	 
	 	 	 	 
	ARTICLE NINE DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	89	 
	SECTION 9.01 Discharge of Liability on Notes; Defeasance
	 	 	89	 
	SECTION 9.02 Conditions to Defeasance
	 	 	91	 
	SECTION 9.03 Deposited Money and Government Obligations To Be Held in Trust; Other
Miscellaneous Provisions
	 	 	92	 
	SECTION 9.04 Reinstatement
	 	 	92	 
	SECTION 9.05 Moneys Held by Paying Agent
	 	 	93	 
	SECTION 9.06 Moneys Held by Trustee
	 	 	93	 
	 
	 	 	 	 
	ARTICLE TEN GUARANTEE OF NOTES
	 	 	93	 
	SECTION 10.01 Note Guarantee
	 	 	93	 
	SECTION 10.02 Execution and Delivery of Note Guarantee
	 	 	95	 
	SECTION 10.03 Limitation on Guarantor Liability
	 	 	95	 
	SECTION 10.04 Release of Guarantors
	 	 	96	 
	SECTION 10.05 Waiver of Subrogation
	 	 	97	 
	SECTION 10.06 Notice to Trustee
	 	 	97	 
	 
	 	 	 	 
	ARTICLE ELEVEN MISCELLANEOUS
	 	 	98	 
	SECTION 11.01 Notices
	 	 	98	 
	SECTION 11.02 Certificate and Opinion as to Conditions Precedent
	 	 	99	 
	SECTION 11.03 Statements Required in Certificate and Opinion
	 	 	99	 
	SECTION 11.04 Rules by Trustee and Agents
	 	 	99	 
	SECTION 11.05 Legal Holidays
	 	 	100	 
	SECTION 11.06 Governing Law
	 	 	100	 
	SECTION 11.07 No Adverse Interpretation of Other Agreements
	 	 	100	 
	SECTION 11.08 Successors
	 	 	100	 
	SECTION 11.09 Multiple Counterparts
	 	 	100	 
	SECTION 11.10 Table of Contents, Headings, etc.
	 	 	100	 
	SECTION 11.11 Separability
	 	 	100	 






	 	 	 	 	 
	Exhibit A            Form of Note
	 	 	A-1	 
	Exhibit B            Form of Legend for Rule 144A Notes and Other Notes That Are
Restricted Securities
	 	 	B-1	 
	Exhibit C            Form of Legend for Regulation S Note
	 	 	C-1	 
	Exhibit D            Form of Legend for Global 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 Note Guarantee
	 	 	F-1	 
	Exhibit G            Form of Certificate From Acquiring Institutional Accredited Investors
	 	 	G-1	 






iii









 





          INDENTURE, dated June 25, 2008, among R.H. DONNELLEY INC., a Delaware corporation, the
Guarantors (as defined herein) listed on the signature pages hereto 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 Inc. 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 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 Parent 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 Parent, (2) the acquisition by
Parent 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 Parent as of July 28, 2004, as amended, (3) the acquisition by Parent of Business.com, Inc.,
pursuant to the Agreement and Plan of Merger, dated as of July 25, 2007, by and among,
Business.com, Inc., Parent and Patriot Acquisition Merger Sub. Corp., a Delaware corporation, as
amended, and (4) 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 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 4.14 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 4.14.




          “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 Note on any Redemption Date, the greater of:




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




          (2) the excess of:




2









 









          (a) the present value at such Redemption Date of (i) the redemption price of the Note
at May 15, 2012 (such redemption price being set forth in the table appearing in Section
5(a) of the form of the Note attached as Exhibit A hereto) plus (ii) all required interest
payments due on the Note through May 15, 2012 (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 Note.



          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depository, Euroclear and/or
Clearstream that apply to such transfer or exchange.




          “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,



3









 






     (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 $2.5 million in any transaction or
series of related transactions,




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




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




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



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





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




     (b) the sum of all such payments.



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




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




          “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




4









 







such lease may be terminated by the lessee without payment of a penalty. For purposes of
Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being
leased.




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




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




          “Cash Equivalents” means (a) United States dollars, (b) securities issued or directly and
fully Guaranteed or insured by the United States government or any agency or instrumentality
thereof having maturities of not more than one year from the date of acquisition, (c) demand
deposits, time deposits and certificates of deposit with maturities of one year or less from the
date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of
acquisition and overnight bank deposits, in each case with any bank or trust company organized or
licensed under the laws of the United States or any State thereof having capital, surplus and
undivided profits in excess of $250.0 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 Parent or the Company (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



5









 







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 Parent or 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 Parent or the Company, as applicable, then still in
office who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved or ratified) cease for any reason to
constitute a majority of such Board of Directors then in office;




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




     (4) the merger or consolidation of Parent or the Company with or into another Person or
the merger of another Person with or into Parent or the Company, or the sale of all or
substantially all the assets of Parent or the Company to another Person, and, in the case of
any such merger or consolidation, the securities of Parent or the Company, 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 Parent or the Company, as the case may be,
are changed into or exchanged for cash, securities or Property, unless (x) 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 or (y) exclusively with respect to a merger or consolidation of the
Company, so long as the Parent, directly or indirectly, has beneficial ownership of more
than 50% of the total voting power of the Voting Stock of the Company or the surviving
corporation and such transaction complies with all applicable limitations of this Indenture;
or




     (5) a “Change of Control” of Parent (as such term is defined under any of the
indentures relating to the Parent Existing Notes).



          Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred solely
as a consequence of a merger or consolidation between Parent and the Company, in which case all
references in the immediately preceding clauses (2) and (4) to “Parent or the Company” shall
henceforth be deemed to refer only to the surviving entity of such merger or consolidation or (b)
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 Parent 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.




6









 





          “Clearstream” has the meaning set forth in Section 2.16.




          “Commission” means the U.S. Securities and Exchange Commission.




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




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




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




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




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




          “Consolidated 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,



7









 






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




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




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




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



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





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




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




     (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,




     (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,



8









 






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




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




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




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




     (g) 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 any Acquisition, and




     (h) 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 4.10 pursuant to clause (a)(3)(iv) thereof.




          “Consolidated Net Tangible Assets” as of any date of determination, means the total amount of
assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other
applicable reserves and other properly deductible items) which would appear on a consolidated
balance sheet of the Company and its Restricted Subsidiaries, as of such date determined on a
consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and
after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included,
the amounts of:




          (1) minority interests in consolidated Subsidiaries held by Persons other than the Company or
a Restricted Subsidiary;




          (2) excess of cost over fair value of assets of businesses acquired, as determined in good
faith by the Board of Directors of the Company and the Board of Directors of Parent;




9









 








          (3) any revaluation or other write-up in book value of assets subsequent to the Issue Date as
a result of a change in the method of valuation in accordance with GAAP consistently applied;




          (4) unamortized debt discount and expenses and other unamortized deferred charges, goodwill,
patents, trademarks, service marks, trade names, copyrights, licenses, organization or
developmental expenses and other intangible items;




          (5) treasury stock;




          (6) cash set apart and held in a sinking or other analogous fund established for the purpose
of redemption or other retirement of Capital Stock to the extent such obligation is not reflected
in Consolidated Current Liabilities; and




          (7) investments in and assets of Unrestricted Subsidiaries.




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




          “Covenant Defeasance” has the meaning set forth in Section 9.01.




          “Covenant Suspension Event” has the meaning set forth in Section 4.19(a).




          “Credit Facility” means that certain Second Amended and Restated Credit Agreement, dated as of
December 13, 2005, by and among the Company, as borrower, Parent, the several banks and other
financial institutions or entities from time to time parties thereto as lenders, J.P. Morgan
Securities Inc. and Deutsche Bank Trust Company Americas, as co-lead arrangers and joint
bookrunners, J.P. Morgan Chase Bank, N.A., as syndication agent, Bear Stearns Corporate Lending
Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit Partners L.P., UBS Securities LLC
and Wachovia Bank, National Association, as co-documentation agents and Deutsche Bank Trust Company
Americas, as administrative agent, as amended by the First Amendment, dated as of April 24, 2006,
among Parent, the Company, the several banks and other financial institutions or entities from time
to time parties thereto as lenders, and Deutsche Bank Trust Company Americas, as administrative
agent, and the Second Amendment, dated on or prior to the Issue Date, among Parent, the Company,
the several banks and other financial institutions or entities from time to time parties thereto as
lenders, and Deutsche Bank Trust Company Americas, as administrative agent, as such may be further
amended, restated, modified, supplemented, refinanced or replaced 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




10









 







times refinances, replaces, supplements, modifies or amends such credit facilities 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.




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





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




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




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




     (b) all Capital Lease Obligations of such Person;




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




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



11









 






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




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



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





     (1) zero if such Hedging Obligation has been Incurred pursuant to clause (6),
(7) or (8) of Section 4.09(b); 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 this 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 Notes issued in the form of one or more Global 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:




12









 









     (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 Notes; provided that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a Change of Control occurring prior to the first anniversary
of the Stated Maturity of the 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.




          “EBITDA” means, with respect to any Person, for any period:




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




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



               (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.




13









 








          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. The 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 in accordance with GAAP, during the eighteen
consecutive months following the consummation of the relevant Acquisition (it being understood that
clause (g) 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, as amended.




          “Exchange Offers” means the exchange by the holders thereof of a portion of the Parent
Existing Notes for the Notes issued on the Issue Date.




          “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 $15.0 million, by
any Officer of the Company, or




     (b) if such Property has a Fair Market Value in excess of $15.0 million, by a majority
of the Board of Directors of the Company and the Board of Directors of Parent 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,




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



14









 






     (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; provided that in the event the Parent or the Company is acquired in a
transaction that is accounted for using purchase accounting, the effects of the application
of purchase accounting should be disregarded in the calculation of ratios and other
computations under this Indenture.



          “Global 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” 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 (a) 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.




          “Guarantors” means individually, Parent or a Subsidiary Guarantor and collectively, Parent and
the Subsidiary Guarantors.




          “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.




15









 








          “Holder” means the Person in whose name a Note is registered on the Note register.




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




          “Institutional Accredited Investor” has the meaning set forth in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act.




          “Interest Payment Date” means May 15 and November 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 this 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)




16









 







(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 4.15 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 the date on which the Notes are initially issued (exclusive of any
Additional Notes).




          “Legal Defeasance” has the meaning set forth in Section 9.01.




          “Legal Holiday” has the meaning set forth in Section 11.05.




          “Leverage Ratio” means the ratio of:





     (a) the outstanding Debt of the Company and its Restricted Subsidiaries as of the date
of calculation consolidated 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).




17









 








          “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 pursuant
to Section 4.17.




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




          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.




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





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




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




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




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




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



          “Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary that is not a Subsidiary
Guarantor.




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




18









 









     (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.




          “Note Guarantee” means, individually, a Subsidiary Guarantee or a Parent Guarantee and,
collectively, the Subsidiary Guarantees and the Parent Guarantee.




          “Notes” means the 11.75% Notes Due 2015 issued pursuant to this Indenture.




          “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).




          “Offering Memorandum” means the offering memorandum dated May 8, 2008 relating to the exchange
of Parent Existing Notes for the 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, Parent, a Subsidiary
Guarantor or the Trustee.




          “Parent” means R.H. Donnelley Corporation, a Delaware corporation.




19









 








          “Parent Existing Indentures” means, collectively, the Indenture, dated as of January 14, 2005,
between Parent and The Bank of New York, as trustee, with respect to Parent’s 6.78% Senior Notes
due 2013, Indenture, dated January 27, 2006, between Parent and The Bank of New York, as trustee,
with respect to Parent’s 6.875% Series A-1 Senior Discount Notes due 2013, Indenture, dated January
27, 2006, between Parent and The Bank of New York, as trustee, with respect to Parent’s 6.875%
Series A-2 Senior Discount Notes due 2013; Indenture, dated January 27, 2006, between Parent and
The Bank of New York, as trustee, with respect to Parent’s 8.875% Series A-3 Senior Notes due 2016;
Indenture, dated October 2, 2007, between Parent and The Bank of New York, as trustee, with respect
to Parent’s 8.875% Series A-4 Senior Notes due 2017; each as amended, restated, modified or
supplemented from time to time.




          “Parent Existing Notes” means the 6.875% Senior Notes due 2013, 6.875% Series A-1 Senior
Discount Notes due 2013, 6.875% Series A-2 Senior Discount Notes due 2013, 8.875% Series A-3 Senior
Notes due 2016 and 8.875% Series A-4 Senior Notes due 2017 of Parent.




          “Parent Guarantee” means the Guarantee provided by Parent pursuant to Section 10.01.




          “Parent Refinancing Debt” means any Debt of the Parent that Refinances any Debt under a Parent
Existing Indenture, 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) the Average Life of such Debt is equal to or greater than the Average Life of the
Debt being Refinanced,




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




     (d) if the Debt being Refinanced constitutes subordinated obligations of the Parent,
the new Debt shall be subordinated to the Notes or the relevant Guarantee, as applicable, at
least to the same extent as the subordinated obligations.



          “Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person who
has an account with the Depository, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).




20









 








          “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 and the Board of Directors of Parent) 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 and the Board of
Directors of Parent) of the property or assets received by the Company or such Restricted
Subsidiary in such exchange, provided that, with respect to any transaction or series of related
transactions that constitute a Permitted Asset Swap with an aggregate Fair Market Value in excess
of $25.0 million, the Company, prior to consummation thereof, shall be required to obtain a written
opinion from an Independent Financial Advisor to the effect that such transaction or series of
related transactions are fair from a financial point of view to the Company and its Restricted
Subsidiaries, taken as a whole.




          “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,




     (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 $20.0
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



21









 







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 Notes (including any Additional Notes issued after the Issue Date) and the
Parent Existing Notes acquired in the Exchange Offers,




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




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




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




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




     (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) Guarantees by the Company and any Subsidiary Guarantor of Debt Incurred solely by
the Company and any Subsidiary Guarantor in compliance with this Indenture,




     (o) other Investments that do not exceed $100.0 million outstanding at any one time in
the aggregate,




     (p) 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,




     (q) 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 is 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



22









 







connection with a Qualified Securitization Transaction or any such Person owning such
amounts receivable, and




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




     “Permitted Liens” means:




     (a) Liens securing the Notes and the Subsidiary Guarantees;




     (b) Liens to secure Debt Incurred under Section 4.09(b)(1), (2) or (18);




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




     (d) Liens on the Capital Stock or Property of a Non-Guarantor Restricted Subsidiary
securing Debt of a Non-Guarantor Restricted Subsidiary permitted to be Incurred under this
Indenture;




     (e) 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;




     (f) 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;




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




23











 






     (h) 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;




     (i) 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;




     (j) 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 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;




     (k) 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;




     (l) 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;




     (m) 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;




     (n) 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;




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




     (p) (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



24









 







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;




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




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




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




     (t) 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 (q), 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; and




     (u) other Liens to secure Debt, so long as the aggregate principal amount of Debt
secured thereby does not exceed 5% of Consolidated Net Tangible Assets, as determined by
reference to the most recent balance sheet included in the financial statements of the
Company provided on the Parent’s website pursuant to Section 4.17.



          “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,




     (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 or a Subsidiary Guarantor:




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



25









 






     (2) if the Debt being Refinanced constitutes Subordinated Obligations of the
Company or a Subsidiary Guarantor, the new Debt shall be subordinated to the Notes
or the relevant Note Guarantee of such Subsidiary Guarantor, as applicable, at least
to the same extent as the Subordinated Obligations;


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





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




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



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




          “Physical Notes” means certificated Notes in registered form in substantially the form set
forth in Exhibit A.




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




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




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




          “Private Placement Legend” means the legend initially set forth on the Rule 144A Notes and
other Notes that are Restricted 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,



26









 







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 such Person or such Restricted
Subsidiary had not earned any interest income actually earned during such period in respect
of the funds used to Repay such Debt.



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




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




          “Purchase Money Debt” means Debt secured by a Lien:




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



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


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 Parent or the Company other than (i) public offerings of Capital
Stock registered on Form S-8, (ii) other issuances upon the exercise of options of employees of
Parent, the Company or any of their respective Subsidiaries or (iii) private offerings of Capital
Stock to Affiliates of the Company or Parent, provided that in the case of an offering of Capital
Stock by Parent, the net proceeds of such offering are contributed to the Company.




27









 








          “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 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 Note to be redeemed pursuant to Section 5 of
the Notes means the date fixed for such redemption pursuant to the terms of the 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.




          “Regulation S” means Regulation S promulgated under the Securities Act.




          “Regulation S Global Note” has the meaning set forth in Section 2.16.




          “Regulation S 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 the Company or any of its Subsidiaries on the Issue Date or any reasonable extension,
development or expansion of the business of the Company or its Subsidiaries, including the
businesses 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




28









 







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 4.17.




          “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 and who shall have direct responsibility for the administration of this Indenture.




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




     (b) the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of Parent, 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) in any Person; or



29









 






     (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 Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




          “Reversion Date” has the meaning set forth in Section 4.19(b).




          “Rule 144” means Rule 144 promulgated under the Securities Act.




          “Rule 144A” means Rule 144A promulgated under the Securities Act.




          “Rule 144A Global Note” has the meaning set forth in Section 2.16.




          “Rule 144A Notes” has the meaning set forth in Section 2.02.




          “Securities Act” means the U.S. Securities Act of 1933, as amended.




          “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;



30









 






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




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



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




          “Shared Services” means the centralized, shared or pooled services or arrangements which are
provided by Parent or any of its Restricted Subsidiaries to the telephone and internet directory
service businesses and businesses reasonably related, incidental or ancillary thereto, conducted by
Parent and its Subsidiaries.




          “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 or any Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of
payment to the Notes or such Subsidiary Guarantee, in each case pursuant to a written agreement to
that effect.




31









 








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





     (a) such Person,




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




     (c) one or more Subsidiaries of such Person.



          “Subsidiary Guarantee” means a Note Guarantee on the terms set forth in Article Ten by a
Subsidiary Guarantor of the Company’s obligations with respect to the Notes.




          “Subsidiary Guarantor” means all of the Subsidiaries of the Company existing on the Issue Date
and each Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.18
of this Indenture in each case until such time as such Subsidiary Guarantor shall be released in
accordance with the terms of this Indenture.




          “Surviving Person” has the meaning set forth in Section 5.01.




          “Suspended Covenants” has the meaning set forth in Section 4.19(a).




          “Suspension Date” has the meaning set forth in Section 4.19(b).




          “Suspension Period” has the meaning set forth in Section 4.19(b).




          “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 $500.0 million, whose debt has a rating, at the time as
of which any investment therein is made, of “P-1” (or higher) according to Moody’s or any
successor rating agency or “A-1” (or higher) according to S&P or any successor rating agency
(or, in the case of foreign Subsidiaries of the Company, any local office of any commercial
bank organized under the laws of the relevant jurisdiction or any political subdivision
thereof which has a combined capital surplus and undivided profits in excess of $500.0
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



32









 







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 $500.0
million; provided that the short-term debt of such commercial bank has a rating, at the time
of Investment, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to
S&P;




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




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




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




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



          “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 May 15, 2012; provided, however, that if the period from the
Redemption Date to May 15, 2012 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 4.15 and is not
thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and




     (b) any Subsidiary of an Unrestricted Subsidiary.



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          “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 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; and




     (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.



ARTICLE TWO



THE SECURITIES




          SECTION 2.01 Amount of Notes.




          The Trustee shall initially authenticate $412,871,000 aggregate principal amount of Notes for
original issue on the Issue Date upon a written order of the Company in the form of an Officers’
Certificate of the Company (other than as provided in Section 2.08). The Trustee shall authenticate
additional Notes (“Additional 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




34









 







Officers’ Certificate in aggregate principal amount as specified in such order (other than as
provided in Section 2.08). The Notes may be issued in one or more series. Each such written order
shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated.




          SECTION 2.02 Form and Dating.




          The 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 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, Notes offered and
sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall bear the
legend and include the form of assignment set forth in Exhibit B and Notes offered and sold in
offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and
include the form of assignment set forth in Exhibit C. Each Note shall be dated the date of its
authentication.




          The terms and provisions contained in the 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 Notes may be presented for registration of transfer and exchange at the offices of the
Registrar.




          SECTION 2.03 Execution and Authentication.




          The 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 Notes may be manual or facsimile.




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




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




          The Notes shall be issuable only in fully registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.




35









 








          SECTION 2.04 Registrar and Paying Agent.




          The Company shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (the “Registrar”), and an office or agency where 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 Notes and this Indenture may be served. The Registrar shall keep
a register of the 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 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 7.06.




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




          SECTION 2.06 Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of the Holders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least five Business Days before each
Interest Payment Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names and addresses




36









 







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 Notes are presented to the Registrar with a request
from the Holder of such Notes to register a transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register the transfer as
requested. Every 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 Notes (and the Guarantors shall execute the Note Guarantees
thereon) 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 8.04 (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 Note for a period of 15 days immediately preceding the redemption of
Notes, except the unredeemed portion of any Note being redeemed in part.




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




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




          SECTION 2.08 Replacement Notes.




          If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Note Guarantees
thereon) if the Holder of such Note furnishes to the Company and the Trustee evidence reasonably
acceptable to them of the ownership and the destruction, loss or theft of such 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 Guarantors, the Trustee or
any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Company
may charge such Holder for the Company’s reasonable out-of-pocket expenses in replacing such Note
and the Trustee may charge the Company for the Trustee’s expenses (including, without limitation,
attorneys’ fees and disbursements) in replacing such Note. Every replacement Note shall constitute
a contractual obligation of the Company.




37









 








          SECTION 2.09 Outstanding Notes.




          The Notes outstanding at any time are all 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 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 Note does not cease to be outstanding because the Company or one of its Affiliates
holds the Note.




          If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose
hands such 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 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 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 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, 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
Notes as to which a Responsible Officer of the Trustee has actually received an Officers’
Certificate stating that such Notes are so owned shall be so disregarded. 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 Notes and that the pledgee is not
the Company, a Guarantor or any other obligor on the Notes or any of their respective Affiliates.




          SECTION 2.11 Temporary Notes.




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




38









 








          SECTION 2.12 Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall deliver such canceled Notes to
the Company. The Company may not reissue or resell, or issue new Notes to replace, 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 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 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 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 Notes, and that reliance may be placed only on the other
identification numbers printed on the Notes. The Company shall promptly notify the Trustee of any
such CUSIP number used by the Company in connection with the issuance of the 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 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 Notes represented thereby. The principal and interest on Physical
Notes shall be payable, either in person or by mail, at the office of the Paying Agent.




39









 








          SECTION 2.16 Book-Entry Provisions for Global Notes.




          (a) Rule 144A Notes shall be represented by one or more Notes in registered, global form
without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes
initially shall be represented by one or more Notes in registered, global form without interest
coupons (collectively, the “Regulation S Global Notes” and, together with the Rule 144A Global
Notes and any other global notes representing Notes, the “Global Notes”). The Global Notes shall
bear legends as set forth in Exhibit D. The Global 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 Notes, of Euroclear System
(“Euroclear”) and Clearstream Banking Luxembourg (“Clearstream”)), (ii) be delivered to the Trustee
as custodian for such Depository, (iii) bear legends as set forth in Exhibit B with respect to Rule
144A Global Notes and other Notes that are Restricted Notes and (iv) bear legends as set forth in
Exhibit C with respect to Regulation S Global 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 Note held on their behalf by the
Depository, or the Trustee as its custodian, or under the Global 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 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 Note.




          (b) Transfers of Global 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 Notes may be transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a Global Note shall
be exchangeable for Physical Notes if (i) the Depository (x) notifies the Company that it is
unwilling or unable to continue as depository for such Global 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 Notes in exchange for any or all of the Notes represented by the Global Notes or
(iii) there shall have occurred and be continuing an Event of Default with respect to the Notes. In
all cases, Physical Notes delivered in exchange for any Global 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 Note to beneficial owners pursuant to paragraph (b) above, the Registrar shall (if one
or more Physical Notes are to be issued) reflect on its books and records the date and a decrease
in the principal amount of the Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note to be transferred, and the Company shall




40









 







execute, and the Trustee shall upon receipt of a written order from the Company authenticate
and make available for delivery, one or more Physical Notes of like tenor and amount.




          (d) In connection with the transfer of Global Notes as an entirety to beneficial owners
pursuant to paragraph (b), the Global 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 Notes, an equal aggregate principal amount of Physical Notes of authorized
denominations.




          (e) Any Physical Note constituting a Restricted Note delivered in exchange for an interest
in a Global 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 Note, the legend set forth in Exhibit C, in each case, unless the Company determines
otherwise in compliance with applicable law.




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




          (g) The Holder of any Global 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 Notes.




          SECTION 2.17 Special Transfer Provisions.




          (a) Transfers to QIBs. The following provisions shall apply with respect to the
registration or any proposed registration of transfer of a Note constituting a Restricted 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 Note
stating, or to a transferee who has advised the Company and the Registrar in
writing, that it is purchasing the 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 Notes to be
transferred consist of Physical Notes which after transfer are to be evidenced by an
interest in the Global Note, upon receipt by the Registrar of instructions given



41









 







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 Note in an amount equal to the principal amount of
the Physical Notes to be transferred, and the Trustee shall cancel the Physical
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
Note constituting a Restricted 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 Note constituting a
Restricted Note whether or not such Note bears the Private Placement Legend, if (x)
the requested transfer is after the first anniversary of the Issue Date (provided,
however, that neither the Company nor any Affiliate of the Company has held any
beneficial interest in such Note, or portion thereof, at any time on or prior to the
first 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 G 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 Note, upon receipt by the Registrar of (x) the certificate, if any,
required by Section 2.17(b)(i) and (y) written instructions given in accordance with
the Depository’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 Notes) a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial interest in
the Global Note to be transferred and (b) the Company shall execute and the Trustee
shall authenticate and deliver, one or more Physical 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 Notes to be transferred consist of Physical
Notes which after transfer are to be evidenced by an interest in a Regulation S
Global Note, upon receipt by the Registrar of written 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
such Regulation S Global Note in an amount equal to the principal amount of Physical
Notes to be transferred, and the Trustee shall cancel the Physical Notes so
transferred.



          (c) Private Placement Legend. Upon the registration of transfer, exchange or replacement of
Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes




42









 







that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only 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 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 first
anniversary of the Issue Date (provided, however, that neither the Company nor an Affiliate of the
Company has held any beneficial interest in such 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
Notes represented by the Regulation S Global Note and the issue date of such Note (such period
through and including such 40th day, the “Restricted Period”), a beneficial interest in a
Regulation S Global Note may be transferred to a Person who takes delivery in the form of an
interest in the corresponding Rule 144A Global Note only upon receipt by the Trustee of a written
certification from the transferor to the effect that such transfer is being made (i)(a) to a Person
that the transferor reasonably believes is a QIB that is purchasing for its own account or the
account of a QIB in a transaction meeting the requirements of Rule 144A or (b) pursuant to another
exemption from the registration requirements under the Securities Act which is accompanied by an
opinion of counsel regarding the availability of such exemption and (ii) in accordance with all
applicable securities laws of any state of the United States or any other jurisdiction.




          (e) Beneficial interests in the Rule 144A Global Note may be transferred to a Person who
takes delivery in the form of an interest in the Regulation S Global 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 Note bearing the Private Placement Legend, each
Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this
Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.




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




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ARTICLE THREE




REDEMPTION




          SECTION 3.01 Election To Redeem; Notices to Trustee.




          If the Company elects to redeem Notes pursuant to Section 5 of the 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 Notes to be redeemed and the redemption
price, and deliver to the Trustee, no later than two Business Days prior to the Redemption Date, an
Officers’ Certificate stating such information and that such redemption will comply with the
conditions contained in Section 5 of the 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 Notes To Be Redeemed.




          The Trustee shall select the Notes to be redeemed, if the Notes are then listed on a national
securities exchange, in accordance with the rules of such exchange or, if the 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
Section 5 of the Notes, the Trustee shall select the 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 Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed. The Trustee may
select for redemption portions of the principal amount of the Notes that have denominations larger
than $2,000. Notes and portions thereof the Trustee selects shall be redeemed in principal amounts
of $2,000 and integral multiples of $1,000 in excess thereof. For all purposes of this Indenture
unless the context otherwise requires, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. In the event the Company is
requested to make a Change of Control Offer or Prepayment Offer 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 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 Notes to be redeemed (including the CUSIP numbers thereof) and
shall state:





     (A) the Redemption Date;




     (B) the appropriate calculation of the redemption price;



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




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




     (E) that 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
Notes called for redemption ceases to accrue on and after the Redemption Date;




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




     (H) the aggregate principal amount of 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, 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 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 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 Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which have been delivered
by the Company to the Trustee for cancellation.




          On and after any Redemption Date, if money sufficient to pay the redemption price of,
including premium, if any, and accrued interest on Notes called for redemption shall have been made
available in accordance with the immediately preceding paragraph, the Notes




45









 







called for redemption will cease to accrue interest and the only right of the Holders of such
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 Notes to the Redemption Date. If any 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 Note and any interest not
paid on such unpaid principal, in each case at the rate and in the manner provided in the Notes.




          SECTION 3.06 Notes Redeemed in Part.




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




          SECTION 3.07 Sinking Fund.




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




ARTICLE FOUR




COVENANTS




          SECTION 4.01 Payment of Notes.




          The Company shall pay the principal of and interest on the Notes on the dates and in the
manner provided in the 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 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 Notes may be presented or surrendered for payment,
where 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 Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the




46









 







Corporate Trust Office of the Trustee and the Company and each Guarantor 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 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 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.




47









 








          (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 and each of the Guarantors 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) each of the Company and the Guarantors 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, 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, any Restricted
Subsidiary or any Guarantor 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 4.19, 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 and the Guarantors are taking or propose 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.




          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




48









 







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 Notes will have the right to
require the Company to repurchase all or any part (equal to $2,000 or any integral multiples of
$1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change
of Control Offer”) at a purchase price equal to 101% 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 (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 Notes pursuant to this Section 4.08 in
the event that it has mailed the notice to exercise its right to redeem all the Notes under Section
3.01 at any time prior to the requirement to consummate the Change of Control and redeem the 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 Notes, at such Holder’s
address appearing in the 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 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;




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



          Holders electing to have a Note purchased shall be required to surrender the 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




49









 







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 Note that
was delivered for purchase by the Holder and a statement that such Holder is withdrawing its
election to have such 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. On the Change of Control Payment Date, the
Company shall deliver to the Trustee the 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 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 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 any Subsidiary Guarantor may Incur Debt and the
Company and any Restricted Subsidiary may Incur 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 5.25 to 1.0.




50









 








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





     (1) Debt of the Company or any Subsidiary Guarantor under a Credit Facility; provided
that the aggregate principal amount of all such Debt under such Credit Facility shall not
exceed $175.0 million;




     (2) Debt of the Company or any Subsidiary Guarantor under a Credit Facility; provided
that the aggregate principal amount of all such Debt under such Credit Facility shall not
exceed the greater of (1) after giving effect to the Incurrence of such Debt and the
application of the proceeds therefrom, 3.25 times the LTM Pro Forma EBITDA and (2) $1.5
billion less the amount of any permanent mandatory repayments made under such Credit
Facility (and, in the case of any revolving subfacility thereunder, permanent commitment
reductions) with Net Available Cash from Asset Sales;




     (3) the Notes and any Subsidiary Guarantees (excluding any Additional Notes);




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




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




     (b) the aggregate principal amount of all Debt Incurred and then outstanding
pursuant to this clause (4) (together with all Permitted Refinancing Debt Incurred
and then outstanding in respect of Debt previously Incurred pursuant to this clause
(4)) does not exceed $60.0 million;




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




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




     (7) Debt under Currency Exchange Protection Agreements entered into by the Company or a
Restricted Subsidiary for the purpose of limiting currency exchange rate



51









 







risks directly related to transactions entered into by the Company or any Restricted
Subsidiary in the ordinary course of the financial management of the Company or any
Restricted Subsidiary and not for speculative purposes;




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




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




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




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




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




     (13) Debt of the Company or a Subsidiary Guarantor consisting of a Guarantee of or a
Lien securing Debt of the Company or a Subsidiary Guarantor, 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;



52









 






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




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




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




     (17) Permitted Refinancing Debt; and




     (18) 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 $150.0 million in the aggregate for all such Debt and Disqualified Stock.



          For the purposes of determining compliance with this Section 4.09, in the event that an item
of Debt meets the criteria of more than one of the types of Debt permitted by this covenant or is
entitled to be Incurred pursuant to Section 4.09(a), the Company in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or a portion of such
item of Debt in any manner that complies with this Section 4.09; provided that all outstanding Debt
under the Credit Facility on the Issue Date shall be deemed to have been Incurred pursuant to
Section 4.09(b)(1) or (2).




          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 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 Section 4.09(b)(1) or (2) and the letters of credit
relate to other Debt then such other Debt shall be deemed not Incurred.




53









 








          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 the Issue Date (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 of the Company and its Restricted Subsidiaries accrued on a
cumulative basis during the period (treated as one accounting period) from the first
day of the Company’s fiscal quarter in which the Issue Date occurs 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 pursuant to Section 4.17 (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 (without
duplication)




     (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 (other than to a Restricted Subsidiary or 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 except to the extent
that any purchase made pursuant to such issuance or sale is financed by the Company
or any Restricted Subsidiary) after the Issue Date 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 the Issue Date upon the conversion or exchange of any Debt
issued or sold on or prior to the Issue Date 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



54









 







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




     (iv) an amount equal to the sum of:




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




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




provided, however, that the foregoing sum described in this 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; plus




     (v) $125.0 million.




     (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



55









 







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




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




     (4) purchase, repurchase, redeem, legally defease, acquire or retire for value any
Subordinated Obligations of the Company or any Subsidiary Guarantor 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 Parent, 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 or the Board of Directors of Parent 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 $8.0 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 Sections 4.10(b)(2) or (3)
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 or Parent (for the avoidance of doubt, such payments shall
be included in the amount of Restricted Payments);



56









 






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




     (9) make dividends or distributions to Parent for Parent’s (A) bona fide costs,
overhead and operating expenses directly related to the operation of the Company and its
Restricted Subsidiaries (including, without limitation, salaries and other compensation of
employees, directors’ fees and expenses and travel and entertainment expenses) incurred by
Parent in the ordinary course and fees for services provided by Parent to the Company and
its Restricted Subsidiaries that would otherwise have been performed by third parties
(including, without limitation, accounting, treasury, tax, legal, strategic consulting and
corporate development services) and any reimbursements to Parent for the payment of amounts
relating to services (including, without limitation, legal, consulting, software, insurance
and accounting services) provided by third parties on behalf of the Company or any
Restricted Subsidiaries in an aggregate amount not to exceed $25.0 million in any calendar
year and (B) franchise or other tax obligations (including income tax obligations in respect
of the Company and its Restricted Subsidiaries) and any other amounts required by Parent to
maintain its corporate existence; provided that such payments shall not be with respect to
Debt under the Parent Existing Indentures or any Parent Refinancing Debt; and provided
further such payments shall not be included in the calculation of Restricted Payments (so
long as such payments were deemed expenses for purposes of the calculation of Consolidated
Net Income under this Indenture);




     (10) so long as no Default or Event of Default shall have occurred or be continuing,
make dividends or distributions to Parent for the payment of interest when due on Debt under
the Parent Existing Indentures and Parent Refinancing Debt; provided that the distributions
and dividends from the Company to enable the Parent to make any such interest payment shall
not exceed the sum of (1) the product of (x) the aggregate dollar amount of such interest
payment and (y) the ratio of (A) LTM Pro Forma EBITDA of the Company and its consolidated
Restricted Subsidiaries over (B) the calculation of LTM Pro Forma EBITDA for the Parent and
its consolidated Subsidiaries performed on the same basis for the Parent as the Company
under this Indenture and (2) $10.0 million in any calendar year (with no carryover to
subsequent periods) and 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 or be continuing,
and so long as the Company would, immediately after giving effect to such Restricted Payment
and the Incurrence of any related Debt on a pro forma basis, be able to Incur at least $1.00
of additional Debt pursuant to Section 4.09(a), make dividends or distributions to Parent
for the purpose of defeasing, redeeming, repurchasing, prepaying, repaying, discharging or
otherwise acquiring or retiring Debt under the Parent Existing



57









 







Indentures and any Parent Refinancing Debt; provided that such payments shall be
excluded from the calculation of Restricted Payments;




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




     (13) 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;




     (14) so long as no Default or Event of Default shall have occurred and be continuing,
the Company and any Restricted Subsidiary may pay dividends to Parent for Parent to purchase
its common stock for contributions to employee stock purchase and deferred compensation
plans, in the ordinary course of business; provided that the aggregate amount of common
stock purchased in reliance on this Section 4.10(b)(14) shall not exceed $5.0 million;
provided further that such dividends shall be included in the calculation of Restricted
Payments;




     (15) distribute to Parent the Parent Existing Notes that are exchanged by the Company
for the Notes in the Exchange Offers so that Parent may deliver the Parent Existing Notes to
the trustee under the Parent Existing Indentures for cancellation;




     (16) payments to Parent or any of its Subsidiaries (other than Unrestricted
Subsidiaries of the Company) that are permitted under Section 4.14(d)(9) (provided such
payments shall be considered expenses in the calculation of Consolidated Net Income);




     (17) make any other Restricted Payment which, together with all other Restricted
Payments made pursuant to this Section 4.10(b)(17) since the Issue Date, does not exceed
$50.0 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.




58












 





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




          SECTION 4.11 Limitation on Liens.




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





     (1) in the case of a Lien securing Subordinated Obligations, the 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 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 Notes or any Subsidiary Guarantee of such
Restricted Subsidiary) 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).



          (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):




59









 









     (A) to permanently prepay or permanently repay (i) Debt under the Credit Facility,
(ii) other Debt that ranks pari passu with the Notes (provided that if the Company shall so
reduce obligations under such Debt, it will equally and ratably reduce obligations under the
Notes by making an offer (in accordance with the procedures set forth below for a Prepayment
Offer (as defined below) to all holders of Notes to purchase at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest on the pro rata
principal amount of the Notes), (iii) Debt of a Non-Guarantor Restricted Subsidiary, in each
case other than Debt owed to the Company or an Affiliate of the Company; provided that, in
the cases of immediately preceding clauses (i), (ii) and (iii), if an offer to purchase any
Debt of the Company 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 immediately preceding 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 credit tranche of the Credit
Facility or otherwise invest such Net Available Cash in Temporary Cash Investments.




          (d) When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Company will be
required to make an offer to purchase (the “Prepayment Offer”) the 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 or accreted value, 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
oversubscription) 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 Notes
have been given the opportunity to tender their 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.




          The term “Allocable Excess Proceeds” will mean the product of:




          (a) the Excess Proceeds and




60









 








          (b) a fraction,





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




     (2) the denominator of which is the sum of the aggregate principal amount of
the Notes outstanding on the date of the Prepayment Offer, together with any accrued
and unpaid interest and the aggregate principal amount or accreted value of other
Debt of the Company outstanding on the date of the Prepayment Offer that is pari
passu in right of payment with the 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 Notes tendered).



          (e) Within 45 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 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 in 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 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 Notes delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to
the Company immediately after the expiration of the Offer Period for application in accordance with
this Section 4.12.




61









 








          (g) Holders electing to have a Note purchased shall be required to surrender the 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 Note that was delivered for purchase by the Holder
and a statement that such Holder is withdrawing its election to have such Note purchased. If at the
expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders
exceeds the Offer Amount, the Company shall select the Notes to be purchased on pro rata basis for
all Notes (with such adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased).
Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered.




          (h) At the time the Company delivers Notes to the Trustee that are to be accepted for
purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be
accepted by the Company pursuant to and in accordance with the terms of this Section 4.12. A 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 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 Restrictions on Distributions from Restricted
Subsidiaries.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary, to create or
otherwise cause or suffer to exist any consensual restriction on the right of any Restricted
Subsidiary to:





     (i) pay dividends, in cash or otherwise, or make any other distributions on or
in respect of its Capital Stock to the Company or any other Restricted Subsidiary,




     (ii) pay any Debt or other obligation owed to the Company or any other
Restricted Subsidiary,




     (iii) make any loans or advances to the Company or any other Restricted
Subsidiary, or




     (iv) transfer any of its Property to the Company or any other Restricted
Subsidiary.



62









 





          (b) The foregoing limitations will not apply:





     (i) with respect to Section 4.13(a)(i), (a)(ii), (a)(iii) and (a)(iv), to
restrictions:




     (A) in effect on the Issue Date (as such restrictions may be amended from time to
time, other than any such amendment that would adversely affect the interests of the holders
of the Notes);




     (B) imposed by the Notes or this Indenture, or by indentures governing other Debt
the Company or the Subsidiary Guarantors Incur (and, if such Debt is Guaranteed, by the
Guarantors of such Debt) ranking on a parity with the Notes or the Subsidiary Guarantees, as
the case may be, provided that the restrictions imposed by such indentures are no more
restrictive than the restrictions imposed by this Indenture;




     (C) relating to Debt of a Non-Guarantor Restricted Subsidiary Incurred pursuant to
Section 4.09; provided that such restrictions will not materially affect the Company’s
ability to make anticipated principal and interest payments on the Notes (as determined in
good faith by the Board of Directors of the Company);




     (D) imposed by the Credit Facility with respect to Debt permitted to be Incurred on
or subsequent to the date of this Indenture pursuant to 4.09(b)(1) or (2);




     (E) relating to Debt of a Restricted Subsidiary and existing at the time it became a
Restricted Subsidiary if such restriction was not created in connection with or in
anticipation of the transaction or series of transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company;




     (F) that result from the Refinancing of Debt Incurred pursuant to an agreement
referred to in clause (b)(i)(A), (B) or (E) above; provided such restriction is no less
favorable in any material respect to the holders of Notes than those under the agreement
evidencing the Debt so Refinanced when taken as a whole;




     (G) restrictions on cash or other deposits or net worth imposed by leases or other
agreements entered into in the ordinary course of business;




     (H) any encumbrances or restrictions required by any governmental, local or
regulatory authority having jurisdiction over the Company or any of its Restricted
Subsidiaries or any of their businesses in connection with any development grant made or
other assistance provided to the Company or any of its Restricted Subsidiaries by such
governmental authority;




     (I) customary provisions in joint venture or similar agreements or other
arrangements with minority investors in Restricted Subsidiaries; provided, however, that
such encumbrance or restriction is applicable only to such Restricted Subsidiary; and
provided, further, that (i) the encumbrance or restriction is not materially more
disadvantageous to the holders of the Notes than is customary in comparable agreements and
(ii) the Company determines that any such encumbrance or restriction will not



63









 







materially affect the ability of the Company to make any anticipated payments of
principal or interest on the Notes;




     (J) with respect to a Securitization Entity in connection with a Qualified
Securitization Transaction; provided, however, that such encumbrances and restrictions are
customarily required by the institutional sponsor or arranger of such Qualified
Securitization Transaction in similar types of documents relating to the purchase of similar
receivables in connection with the financing thereof;




     (K) customary restrictions contained in asset sale agreements, stock sale agreements
and other similar agreements limiting the transfer, disposition or distribution of such
Property pending the closing of such sale, including any restriction imposed with respect to
such Restricted Subsidiary pursuant to an agreement to dispose of all or substantially all
the Capital Stock or assets of such Restricted Subsidiary; or




     (L) customary restrictions imposed on the transfer of copyrighted or patented
materials or other intellectual property and customary provisions in agreements that
restrict the assignment of such agreements or any rights thereunder;




     (ii) with respect to Section 4.13(a)(iv) only, to restrictions:




     (A) relating to Debt that is permitted to be Incurred and secured without also
securing the Notes pursuant to Section 4.11 that limit the right of the debtor to dispose of
the Property securing such Debt,




     (B) encumbering Property at the time such Property was acquired by the Company or
any Restricted Subsidiary, so long as such restriction relates solely to the Property so
acquired and was not created in connection with or in anticipation of such acquisition,




     (C) resulting from customary provisions restricting subletting or assignment of
leases or customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder,




     (D) imposed by virtue of any transfer, agreement to transfer, option or right with
respect to or Lien on, any Property of the Company or the relevant Restricted Subsidiary not
otherwise prohibited by this Indenture; or




     (E) imposed under any Purchase Money Debt or Capital Lease Obligation in the
ordinary course of business with respect only to the property the subject thereof.



          SECTION 4.14 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:




64









 








          (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,



          (b) if such Affiliate Transaction involves aggregate payments or value in excess of $10.0
million, the Board of Directors of the Company and the Board of Directors of Parent (including a
majority of the disinterested members of the Board of Directors of Parent 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 4.14 as evidenced by a Board Resolution, and




          (c) if such Affiliate Transaction involves aggregate payments or value in excess of $40.0
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 or the Board of
Directors of Parent 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 $20.0 million in the aggregate at any
one time outstanding;



65









 






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




     (7) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to the Company or its Restricted
Subsidiaries or are on terms no less favorable as might reasonably have been obtained at
such time from an unaffiliated party; provided that such transactions are approved by a
majority of the Board of Directors of Parent and the Board of Directors of the Company in
good faith (including a majority of disinterested directors of the Board of Directors of
Parent, 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) any transactions involving or constituting Shared Services or any other
transactions relating to centralized, shared or pooled services, operational synergies or
similar matters between or among Parent and/or its Subsidiaries, on the one hand, and the
Company and/or its Restricted Subsidiaries, on the other hand, provided such transactions
are on terms no less favorable to the Company or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person;




     (10) cash management and pooling arrangements (including arrangements related to the
collection of receivables) in the ordinary course of business in connection with the cash
management activities of Parent and any of its Subsidiaries; and




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



          SECTION 4.15 Designation of Restricted and Unrestricted Subsidiaries.




          (a) The Board of Directors of the Company or the Board of Directors of Parent 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 $40.0
million, such Fair Market Value shall be determined by an Independent Financial Advisor.



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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 4.15(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 4.13 and provided that the Company or any Restricted Subsidiary may pledge
Capital Stock or Debt or assets of any Unrestricted Subsidiary on a 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 4.15, 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 available
pursuant to Section 4.17 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 available pursuant to Section 4.17).




          SECTION 4.16 Limitation on the Company’s Business.




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




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          SECTION 4.17 Reports to Holders.




          Whether or not Parent is then subject to Section 13(a) or 15(d) of the Exchange Act, Parent
will electronically file with the Commission, so long as the Notes are outstanding, the annual
reports, quarterly reports and other periodic reports that Parent would be required to file with
the Commission pursuant to Section 13(a) or 15(d) if the Parent 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 Parent would be required so to file such documents if Parent 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, Parent will make
such filings available on its website within 15 days of each Required Filing Date, and Parent will,
without charge to the holders upon their written request, transmit by mail to Holders, as their
names and addresses appear in the Note register, and file with the Trustee copies of the annual
reports, quarterly reports and other periodic reports that Parent would be required to file with
the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent 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 Parent’s cost.




          In addition, so long as any Notes are outstanding, Parent will make available on its website:




          (1) within 90 days after the end of each fiscal year ending after the Issue Date, (i) the
audited financial statements of the Company, prepared in accordance with GAAP and (ii) a
“Management’s Narrative Analysis of Results of Operations” section, substantially in the form that
would be required to be contained in an annual report of the Company on Form 10-K under the
Exchange Act; and




          (2) within 45 days after the end the first three fiscal quarters of each fiscal year,
beginning with the fiscal quarter ended June 30, 2008, (i) unaudited quarterly financial statements
of the Company, prepared in accordance with GAAP and (ii) a “Management’s Narrative Analysis of
Results of Operations” section, substantially in the form that would be required to be contained in
a quarterly report of the Company on Form 10-Q under the Exchange Act.




          So long as any of the Notes remain restricted under Rule 144, Parent will make available upon
request to any prospective purchaser of Notes or beneficial owner of 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).




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          SECTION 4.18 Creation of Subsidiaries; Additional Subsidiary Guarantees. 




          (a) The Company will not permit any of its Restricted Subsidiaries having assets, at any
time, with a Fair Market Value in excess of $1,000 to Guarantee or pledge any assets to secure the
payment of any other Debt of the Company or another Restricted Subsidiary unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture providing for the
Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be
senior to or pari passu with such Subsidiary’s Guarantee of or pledge to secure such other Debt.




          (b) The Note Guarantee of a Subsidiary Guarantor will be released if





     (1) the Company designates any Subsidiary Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.15; or




     (2) in connection with the sale of (A) that number of shares of Capital Stock
of such Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a
Subsidiary of the Company or another Restricted Subsidiary or (B) all or
substantially all of the assets of such Subsidiary Guarantor to a Person that is not
the Company, Parent or another Restricted Subsidiary; provided that such sale
complies with Section 4.12.



          (c) In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it
Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other
Debt (provided that the Trustee is given 90 days written notice of such other release) such
Subsidiary Guarantee of such Subsidiary Guarantor shall also be released.




          SECTION 4.19 Suspension of Covenants.




          (a) From and after the first date that: (i) the 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) Section 4.14




          (6) Section 4.16;




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          (7) Section 4.18; and




          (8) Section 5.01(a)(5) (collectively, the “Suspended Covenants”).




          (b) Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the amount
of Excess Proceeds from Net Available Cash shall be set at zero. In the event that the Company and
the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a
result of the foregoing, and on any subsequent date (the “Reversion Date”) in the event that only
one Rating Agency had previously provided an Investment Grade Rating on the Notes, then one of the
Rating Agencies withdraws its Investment Grade Rating or lowers the rating assigned to the Notes
below an Investment Grade Rating or a Default or an Event of Default occurs and is continuing or,
in the event that both of the Rating Agencies have previously provided Investment Grade Ratings on
the Notes, then both of the Rating Agencies withdraw their Investment Grade Rating or lower the
Investment Grade Rating assigned to the 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 (15) 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 4.19.




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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 Wholly Owned Restricted Subsidiary into the Company) or sell, transfer,
assign, lease, convey or otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions, unless:





     (1) the Company shall be the surviving Person (the “Surviving Person”) or the
Surviving Person (if other than the Company) formed by such merger, consolidation or
amalgamation or to which such sale, transfer, assignment, lease, conveyance or
disposition is made which is substituted for the Company as the issuer of the Notes
shall be a corporation organized and existing under the laws of the United States,
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 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



71









 







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) Parent shall not, and Parent and the Company shall not permit any Subsidiary Guarantor
to, merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all its Property in any one transaction
or series of transactions (other than (i) a merger of a Restricted Subsidiary into such Subsidiary
Guarantor or (ii) a merger, consolidation, amalgamation or sale of all or substantially all of the
Property of a Subsidiary Guarantor in connection with the sale of such Subsidiary Guarantor or its
Property to a non-Affiliate third party that does not become an Affiliate as a result of such
transaction and is otherwise permitted under this Indenture) unless:





     (1) the Surviving Person (if not Parent or such Subsidiary Guarantor) formed by
such merger, consolidation or amalgamation or to which such sale, transfer,
assignment, lease, conveyance or disposition is made shall be a corporation, limited
liability company, trust, partnership or similar entity organized and existing under
the laws of United States, any State thereof or the District of Columbia;




     (2) the Surviving Person (if not Parent or such Subsidiary Guarantor) expressly
assumes, by Subsidiary Guarantee or a Note Guarantee similar to the Parent Guarantee
in form satisfactory to the Trustee, executed and delivered to the Trustee by such
Surviving Person, the due and punctual performance and observance of all the
obligations of Parent or such Subsidiary Guarantor under its Subsidiary Guarantee or
Parent Guarantee, as the case may be;




     (3) in the case of a sale, transfer, assignment, lease, conveyance or other
disposition of all or substantially all the Property of Parent, 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 clause (b)(4)
and clause (b)(5) below, any Debt that becomes, or is anticipated to become, an
obligation of the Surviving Person, the Company or any Restricted Subsidiary as a
result of such transaction or series of transactions as having been Incurred by the
Surviving Person, the Company 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; and




     (5) the Company 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 such Parent
Guarantee or Subsidiary Guarantee, as applicable, in respect thereto comply with
this Section 5.01 and that all conditions precedent herein provided for relating to
such transaction have been satisfied.



72









 





          (c) In the case of transactions to which a Subsidiary Guarantor is a party, the provisions
of the foregoing paragraph (other than clause (b)(4)) shall not apply to any transactions which
constitute an Asset Sale if the Company has complied with Section 4.12.




          (d) The Surviving Person shall succeed to, and be substituted for, and may exercise every
right and power of the Company under this Indenture (or of Parent or the relevant Subsidiary
Guarantor under the Parent Guarantee or the related Subsidiary Guarantee, as the case may be), 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 Parent,
the Company or a Subsidiary Guarantor as an entirety or virtually as an entirety) of
substantially all of the assets of the Parent, the Company, or a Subsidiary Guarantor and
its Restricted Subsidiaries, or




     (B) a lease,


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




          SECTION 5.02 Successor Person Substituted.




          Upon any consolidation or merger, or any transfer of all or substantially all of the assets of
either the Company, Parent or any Subsidiary Guarantor in accordance with Section 5.01 above, the
successor corporation formed by such consolidation or into which the Company, Parent or such
Subsidiary Guarantor 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, Parent or such Subsidiary
Guarantor under this Indenture (or of Parent or the relevant Subsidiary Guarantor under the Parent
Guarantee or the related Subsidiary Guarantee, as the case may be) with the same effect as if such
successor corporation had been named as the Company, Parent or such Subsidiary Guarantor herein,
and thereafter the predecessor corporation shall be relieved of all obligations and covenants under
this Indenture, the Notes and the Note Guarantees, as applicable.




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 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 Note when the
same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional
redemption, required repurchase or otherwise;



73









 






     (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 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
$20.0 million, unless the Company is contesting such acceleration in good faith;




     (6) Parent, the Company or any Significant Subsidiary takes any of the following
actions pursuant to or within the meaning of any Bankruptcy Law:




(A) commences a voluntary insolvency proceeding;




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




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




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


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



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





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




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




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




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




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


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




74









 









     (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 $20.0
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; or




     (9) (a) the Parent Guarantee or any Subsidiary Guarantee ceases to be in full force and
effect (other than in accordance with the terms of the Parent Guarantee or such Subsidiary
Guarantee, as the case may be) or (b) Parent or any Subsidiary Guarantor denies or
disaffirms its obligations under the Parent Guarantee or its Subsidiary Guarantee, as the
case may be, provided that in the case of clauses (a) and (b) with respect to a Subsidiary
Guarantee, such events will only constitute an Event of Default if (x) such events could
adversely and materially affect the holders of the Notes or (b) such condition continues for
over 10 calendar days.



          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 of the Notes then outstanding notify the Company (and in
the case of such notice by Holders, the Trustee) of the Default and the Company does not cure such
Default within the time specified after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of Default.”




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




          The Company shall immediately notify the Trustee if a meeting of the Board of Directors of the
Company or the Board of Directors of Parent 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 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 Notes then outstanding may
declare to be immediately due and payable the principal amount of all the Notes



75









 






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 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 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
Notes then outstanding may rescind and annul such acceleration if (i) the rescission would not
conflict with any judgment or decree, (ii) all existing Events of Default have been cured or waived
except nonpayment of principal, premium or interest that has become due solely because of the
acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements and advances and all other
amounts due to the Trustee under Section 7.06 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 Notes because an Event of Default
described in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the
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 Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of
principal, premium or interest on the Notes that became due solely because of the acceleration of
the 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 Notes, unless such Holders shall have
offered to the Trustee indemnity satisfactory to it. Subject to Section 7.06, the Holders of a
majority in aggregate principal amount of the 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 Notes.




          No Holder of 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,



76









 






     (2) the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding have made written request and offered to the Trustee indemnity
satisfactory to it 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 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 Note for
enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or
after the respective due dates expressed in such 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 Notes or to enforce the performance of any provision of the 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 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 Notes in respect of which such
judgment has been recovered. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative, to the extent permitted by law. Any costs associated
with actions taken by the Trustee under this Section 6.03 shall be reimbursed to the Trustee by the
Company.




          SECTION 6.04 Waiver of Past Defaults and Events of Default.




          Provided the Notes are not then due and payable by reason of a declaration of acceleration,
the Holders of a majority in principal amount of Notes at the time outstanding may on behalf of the
Holders of all the Notes waive any past Default with respect to such 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 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 Note affected. In the case of any such waiver, the Company, the Trustee and the
Holders of the 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.




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          SECTION 6.05 Control by Majority.




          The Holders of at least a majority in aggregate principal amount of the outstanding 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 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 Notes.




          SECTION 6.06 Limitation on Suits.




          No Holder of 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 Notes make
a written request to the Trustee to institute such proceeding or pursue such remedy as
trustee,




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




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




     (5) during such 60-day period the Holders of at least a majority in aggregate principal
amount of the outstanding 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 Note for
enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or
after the respective due date expressed in such Note.




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




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




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          SECTION 6.08 Rights of Holders To Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of the principal of or premium, if any, or interest, if any, on such Note or to
bring suit for the enforcement of any such payment, on or after the due date expressed in the 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 Guarantor (or any other obligor on the
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 7.06) and the Holders allowed in any judicial
proceedings relative to the Company or any Guarantor (or any other obligor upon the 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 7.06.




          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 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 Notes may be prosecuted and enforced by the Trustee without the
possession of any of the 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:




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          FIRST: to the Trustee for amounts due under Section 7.06;




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



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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 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.



          (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 or any Guarantor. 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:




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     (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 11.03. 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 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,
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;



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     (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 Notes
and may make loans to, accept deposits from, perform services for or otherwise deal with the
Company or any Guarantor, 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 7.09 and 7.10.




          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 Notes or any Note Guarantee and it shall not be responsible for
any statement in the Notes, the Note Guarantees 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 Notes and Note Guarantees and perform its obligations
hereunder.




          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 as provided in this
Indenture. Except in the case of a Default in payment of the principal of or interest on any Note
(including payments pursuant to a redemption or repurchase of the 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 Compensation and Indemnity.




          The Company and the Guarantors shall pay to the Trustee and Agents from time to time such
compensation for their services hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) as shall be agreed upon in
writing. The Company and the Guarantors 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 shall have been caused by its own willful misconduct, negligence or bad faith.




          The Company and Guarantors, jointly and severally, 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




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




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




          To secure the payment obligations of the Company and the Guarantors in this Section 7.06, the
Trustee shall have a lien prior to the 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
Notes.




          The obligations of the Company and the Guarantors under this Section 7.06 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 shall be joint and
several liabilities of the Company and each of the Guarantors 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 7.06, the term “Trustee” shall include any trustee appointed
pursuant to this Article Seven.




          SECTION 7.07 Replacement of Trustee.




          The Trustee may resign by so notifying the Company and the Guarantors 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 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 7.09;




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




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




     (4) the Trustee otherwise becomes incapable of acting.



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




          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, the Guarantors or the Holders of a majority in
principal amount of the outstanding 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 7.09, 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 and the Guarantors. Immediately following such delivery, the retiring
Trustee shall, subject to its rights under Section 7.06, 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 7.07, the Company’s obligations
under Section 7.06 shall continue for the benefit of the retiring Trustee.




          SECTION 7.08 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 7.09, 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 7.09 Eligibility; Disqualification.




          The Trustee (together with its corporate parent) shall have a combined capital and surplus of
at least $50.0 million as set forth in the most recent applicable published annual report of
condition.




          SECTION 7.10 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 7.10:




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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 Notes (whether such sums have been paid to it by the
Company or by any obligor on the Notes) in trust for the benefit of Holders of the 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 Notes) in the payment of any installment of
the principal of, premium, if any, or interest on, the 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 Notes, in addition to or in place
of certificated Notes;
	 
	 	(4)	 	to add additional Note Guarantees with respect to the Notes;
	 
	 	(5)	 	to secure the Notes;
	 
	 	(6)	 	to add to the covenants of the Company for the benefit of the
Holders of the 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 Notes;
	 
	 	(8)	 	to comply with any requirement of the Commission in connection
with the qualification of this Indenture under the Trust Indenture Act of 1939,
as amended;
	 
	 	(9)	 	to provide for the issuance of Additional Notes in accordance
with this Indenture, including the issuance of Additional Notes as restricted
securities under the Securities Act;




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	 	(10)	 	to evidence and provide the acceptance of the appointment of a
successor Trustee under Section 7.07; or
	 
	 	(11)	 	to conform the text of this Indenture or the Notes to any
provision of the “Description of the New Notes” contained in the Offering
Memorandum to the extent that such provision in the “Description of the New
Notes” is intended to be a verbatim recitation of a provision of this Indenture
or the Notes.





          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 Notes then outstanding (including consents obtained in
connection with a tender offer or exchange offer for the 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 Notes then outstanding.




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





	 	(1)	 	reduce the amount of 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 Note,
	 
	 	(3)	 	reduce the principal of or change the Stated Maturity of any
Note,
	 
	 	(4)	 	make any Note payable in money other than that stated in the
Note,
	 
	 	(5)	 	impair the right of any Holder of the Notes to receive payment
of principal of and interest on such Holder’s 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 Notes, the Parent Guarantee or any Subsidiary
Guarantee,
	 
	 	(6)	 	release Parent or any Subsidiary Guarantor from its obligations
under the Parent Guarantee or its Subsidiary Guarantee, as the case may be, or
this Indenture other than pursuant to the terms of this Indenture,
	 
	 	(7)	 	release any security interest that may have been granted in
favor of the Holders of the Notes pursuant to Section 4.11 other than pursuant
to the terms of this Indenture,
	 
	 	(8)	 	waive a default in the payment of principal of or premium, if
any, or interest, if any, on the Notes (except as set forth under Section
6.01).





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          (c) The consent of the Holders of the 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 Notes becomes effective,
the Company shall mail to each registered Holder of the 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 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 8.05, 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 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 Note is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Note or portion thereof, and of any 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 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 8.04 Notation on or Exchange of Notes.




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




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          SECTION 8.05 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 11.03, that such
amendment, supplement or waiver is authorized or permitted by this Indenture and is a legal, valid
and binding obligation of the Company and the Guarantors, enforceable against the Company and the
Guarantors in accordance with its terms (subject to customary exceptions).




ARTICLE NINE




DISCHARGE OF INDENTURE; DEFEASANCE




          SECTION 9.01 Discharge of Liability on Notes; Defeasance.




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





	 	(1)	 	either (x) all Notes that have been authenticated, except lost,
stolen or destroyed Notes that have been replaced or paid and 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 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, Parent or any Subsidiary
Guarantor 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 Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date
of maturity or redemption;
	 
	 	(2)	 	no Default or Event of Default has occurred and is continuing
on the date of the deposit;
	 
	 	(3)	 	the Company, Parent or any Subsidiary Guarantor has paid or
caused to be paid all sums payable by it under this Indenture; and




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




In addition, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee 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 and the obligations of the Guarantors under the
outstanding Notes, Note Guarantees and this Indenture (hereinafter, “Legal Defeasance”) except for
obligations under Sections 2.04, 2.07 and 2.08. At any time the Company may terminate its
obligations (i) under Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and
4.19, (ii) under Section 6.01(5), (6), (7) (in the case of Sections 6.01(6) and (7), with respect
to Parent and any Significant Subsidiary only), (8) or (9) and (iii) under Sections 5.01(a)(5),
5.01(a)(6) and 5.01(b) 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 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 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 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 4.08, 4.12, 5.01(a)(5), 5.01(a)(6) and 5.01(b)), under Section 6.01(4) (insofar as
such Event of Default applies to obligations under Sections 4.09, 4.10, 4.11, 4.13, 4.14, 4.15,
4.16, 4.17, 4.18 and 4.19), under Sections 6.01(5), (6), (7) (in the case of Sections 6.01(6) and
(7), with respect to Parent and any Significant Subsidiary only) or under Section 6.01(8) or (9) or
the failure of the Company to comply with Section 5.01(a)(5), 5.01(a)(6) and 5.01(b). If the
Company exercises its Legal Defeasance option, each Guarantor shall be released from all of its
obligations under its Note Guarantee, and the Trustee shall execute a release of such Note
Guarantee. If the Company exercises its Covenant Defeasance option, each Guarantor shall be
released from all of its obligations under its Note Guarantee, to the extent that the Company is
released from its obligations under this Indenture.




          (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, 7.06, 9.05 and 9.06 shall survive until such time as the Notes have been paid in
full. Thereafter, the Company’s obligations in Sections 7.06, 9.05 and 9.06 shall survive.




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          SECTION 9.02 Conditions to Defeasance.




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





	 	(a)	 	the Company irrevocably deposits in trust with the Trustee
money or Government Obligations, or a combination thereof, for the payment of
principal of and interest on the 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 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 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



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	 	 	 	tax on the same amounts, in the same manner and at the same time as would
have been the case if such election has not occurred;
	 
	 	(h)	 	in the case of an election of Covenant Defeasance under Section
9.01, the Company delivers to the Trustee an Opinion of Counsel to the effect
that the Holders of the 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 Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent, to the Holders of such 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 and the Guarantors shall (on a joint and several basis) 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 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 and each Guarantor’s obligations under this Indenture, the Notes
and the Note Guarantees 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




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9.01; provided that if the Company or the Guarantors have made any payment of principal of,
premium, if any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or Government Obligations held
by the Trustee or Paying Agent.




          SECTION 9.05 Moneys Held by Paying Agent.




          In connection with the satisfaction and discharge of this Indenture, all moneys then held by
any Paying Agent under the provisions of this Indenture shall, upon written demand of the Company,
be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.02(a), to
the Company upon a request of the Company (or, if such moneys had been deposited by the Guarantors,
to such Guarantors), 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 or the
Guarantors in trust for the payment of the principal of, or premium, if any, or interest on any
Note that are not applied but remain unclaimed by the Holder of such Note for two years after the
date upon which the principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable shall be repaid to the Company (or, if applicable, to the
Guarantors) upon a request of the Company, or if such moneys are then held by the Company or the
Guarantors in trust, such moneys shall be released from such trust; and the Holder of such Note
entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to
the Company and the Guarantors 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 and the Guarantors, either mail to each Holder affected, at the address shown in the
register of the 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
Guarantors or the release of any money held in trust by the Company or any Guarantors, as the case
may be, Holders entitled to the money must look only to the Company and the Guarantors for payment
as general creditors unless applicable abandoned property law designates another Person.




ARTICLE TEN



GUARANTEE OF NOTES.




          SECTION 10.01 Note Guarantee.




          Subject to the provisions of this Article Ten, Parent and the Subsidiary Guarantors, fully and
unconditionally, jointly and severally, on an unsecured senior basis,




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Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, (i) the due and punctual payment of the principal of and premium,
if any, and interest on each Note, when and as the same shall become due and payable, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the
overdue principal of and, to the extent lawful, interest on the Notes, and the due and punctual
payment of all other obligations and due and punctual performance of all obligations of the Company
to the Holders or the Trustee all in accordance with the terms of such Note and this Indenture, and
(ii) in the case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each
Guarantor agrees that its obligations hereunder shall be absolute and unconditional, irrespective
of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note
or this Indenture, any failure to enforce the provisions of any such Note or this Indenture, any
waiver, modification or indulgence granted to the Company with respect thereto by the Holder of
such Note, or any other circumstances which may otherwise constitute a legal or equitable discharge
of a surety or such Guarantor.




          Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with
a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any such Note or the Debt
evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be
discharged as to any such Note except by payment in full of the principal thereof and interest
thereon. If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder,
this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the obligations Guaranteed hereby
may be accelerated as provided in Article Six for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations Guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article Six, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.




          The Subsidiary Guarantee of any Subsidiary Guarantor may be released pursuant to Section 4.18
or Section 10.04 or Article Five hereof.




          Each Guarantor agrees that this is a Guarantee of payment and not a Guarantee of collection.
The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of any Holder under the Note Guarantees.




          Unless it is found by a court of competent jurisdiction that the issuance of the Notes or the
issuance of any Note Guarantee constituted a void or a voidable transaction, each Note Guarantee
shall remain in full force and effect and continue to be effective should any petition be filed by
or against the Company for liquidation, reorganization, should the Company




94









 




become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be restored, as the case may be, if at
any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on the Notes or Note
Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though
such payment or performance had not been made. Unless it is found by a court of competent
jurisdiction that the issuance of the Notes or the issuance of any Note Guarantee constituted a
void or a voidable transaction, in the event that any payment in respect of a Note or under a Note
Guarantee or any part of any such payment, is rescinded, reduced, restored or returned to the
payor, the obligations outstanding under the Notes shall, to the fullest extent permitted by law,
be restored and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.




          Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.




          SECTION 10.02 Execution and Delivery of Note Guarantee.




          To further evidence the Note Guarantee set forth in Section 10.01, each Guarantor hereby
agrees that a notation of such Note Guarantee, substantially in the form included in Exhibit F
hereto, shall be endorsed on each Note authenticated and delivered by the Trustee and such Note
Guarantee shall be executed by either manual or facsimile signature of an Officer or an Officer of
a general partner, as the case may be, of each Guarantor. The validity and enforceability of any
Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note.




          Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall
be in full force and effect notwithstanding any failure to endorse on each Note a notation of such
Note Guarantee.




          If an Officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no
longer holds that office at the time the Trustee authenticates the Note on which such Note
Guarantee is endorsed or at any time thereafter, such Guarantor’s Note Guarantee of such Note shall
be valid nevertheless.




          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the
Guarantor.




          SECTION 10.03 Limitation on Guarantor Liability.




     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of each Guarantor shall



95









 







be limited to the maximum amount as will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor (including, without limitation, any
Guarantee under the Credit Facility) that are relevant under such laws, result in the obligations
of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee shall
be entitled upon payment in full of all Guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP.



          SECTION 10.04 Release of Guarantors.




          The Note Guarantee of any Guarantor will be automatically and unconditionally released and
discharged upon any of the following:





     (A) in connection with the sale of (i) that number of shares of Capital Stock of
such Subsidiary Guarantor such that Subsidiary Guarantor is no longer a Subsidiary of the
Company or another Restricted Subsidiary or (ii) all or substantially all of the assets of
such Subsidiary Guarantor to a Person that is not the Company, Parent or another Restricted
Subsidiary of the Company; provided that such sale complies with Section 4.12;




     (B) the designation of such Guarantor as an Unrestricted Subsidiary in accordance
with the provisions of this Indenture;




     (C) the Company exercising its Legal Defeasance option or Covenant Defeasance option
in accordance with Article Eight hereof or the Company’s obligations under this Indenture
are discharged in accordance with the terms of this Indenture, or




     (D) otherwise pursuant to the terms of this Indenture.



          and in each such case, the Company has delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
such transactions have been complied with and that such release is authorized and permitted
hereunder.




          In addition, in the event a Subsidiary becomes a Subsidiary Guarantor solely because it
Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other
Debt (provided that the Trustee is given 90 days’ written notice of such other release) such
Subsidiary Guarantee of such Subsidiary Guarantor shall also be released.




          The Trustee shall execute any documents reasonably requested by either the Company or a
Guarantor in order to evidence the release of such Guarantor from its obligations under its Note
Guarantee endorsed on the Notes and under this Article Ten.





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          SECTION 10.05 Waiver of Subrogation.




          Until all of the obligations under the Notes and the Note Guarantees are satisfied in full,
each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance or enforcement of
such Guarantor’s obligations under its Note Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of Notes against the Company, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or Note on account of such claim or
other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence
and the Notes shall not have been paid in full, such amount shall have been deemed to have been
paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the
Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited
and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set forth in this Section
10.05 is knowingly made in contemplation of such benefits.




          SECTION 10.06 Notice to Trustee.




          The Company or any Guarantor shall give prompt written notice to the Trustee of any fact known
to the Company or any such Guarantor which would prohibit the making of any payment to or by the
Trustee at its Corporate Trust Office in respect of the Note Guarantees. Notwithstanding the
provisions of this Article Ten or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the making of any payment
to or by the Trustee in respect of the Note Guarantees, unless and until the Trustee shall have
received written notice thereof from the Company no later than one Business Day prior to such
payment; and, prior to the receipt of any such written notice, the Trustee, subject to the
provisions of this Section 10.06, and subject to the provisions of Sections 7.01 and 7.02, shall be
entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice referred to in this Section 10.06 at least one Business Day
prior to the date upon which by the terms hereof any such payment may become payable for any
purpose under this Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be affected by any notice
to the contrary which may be received by it less than one Business Day prior to such date.




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ARTICLE ELEVEN




MISCELLANEOUS




          SECTION 11.01 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 Inc.

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 and Gina K. Gunning

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, the Guarantors 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




98









 







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 11.02 Certificate and Opinion as to Conditions Precedent.




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





     (A) an Officers’ Certificate (which shall include the statements set forth in
Section 11.03 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
11.03 below) stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.



          SECTION 11.03 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 or any Guarantor with a condition or covenant provided
for in this Indenture shall include:





     (A) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (B) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (C) a statement that, in the opinion of such Person, it, he or she has made such
examination or investigation as is necessary to enable it, him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (D) a statement as to whether or not, in the opinion of such Person, such covenant
or condition has been complied with.



          SECTION 11.04 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.




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          SECTION 11.05 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 11.06 Governing Law.




          This Indenture, the Note Guarantees and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.




          SECTION 11.07 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 11.08 Successors.




          All agreements of the Company and the Guarantors in this Indenture and the 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 11.09 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 11.10 Table of Contents, Headings, etc.




          The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof.




          SECTION 11.11 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
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]




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          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 INC.

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	Vice President & Treasurer	 
	 
	 	GUARANTORS:




R.H. DONNELLEY CORPORATION

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	Vice President & Treasurer	 
	 
	 	R.H. DONNELLEY APIL, INC.

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	President & Treasurer	 
	 
	 	GET DIGITAL SMART.COM INC.

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	Vice President & Treasurer	 
	 
	 	R.H. DONNELLEY PUBLISHING &

ADVERTISING, INC.

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	Vice President & Treasurer	 
	 
	 	DONTECH HOLDINGS, LLC

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



S-1 









 






	 	 	 	 	 
	 	R.H. DONNELLEY PUBLISHING & ADVERTISING

OF ILLINOIS HOLDINGS, LLC

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	President & Treasurer	 
	 
	 	DONTECH II PARTNERSHIP

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	Vice President & Treasurer	 
	 
	 	R.H. DONNELLEY PUBLISHING & ADVERTISING

OF ILLINOIS PARTNERSHIP

 	 
	 	By:  	/s/ Jenny L. Apker	 
	 	 	Name:  	Jenny L. Apker	 
	 	 	Title:  	President & Treasurer	 



S-2 









 






	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	/s/
Sherma Thomas	 
	 	 	Name:  	Sherma Thomas	 
	 	 	Title:  	Assistant Treasurer	 



S-3 









 






	 	 	 	 	 



EXHIBIT A




R.H. DONNELLEY INC.




			
	 	 	 
	Certificate No.	 	 
	 	 	 
	CUSIP No.
	 	$          






11.75% SENIOR NOTE DUE 2015




     R.H. DONNELLEY INC., a Delaware corporation, as issuer (the “Company”), for value received,
promises to pay to CEDE & CO. or registered assigns the principal sum of [     ] ($[  ]) on May 15, 2015.



     Interest Payment Dates: May 15 and November 15.




     Record Dates: May 1 and November 1.




     Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.




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          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers.




	 	 	 	 	 
	 	R.H. DONNELLEY INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Certificate of Authentication




          This is one of the 11.75% Senior Notes Due 2015 referred to in the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




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[FORM OF REVERSE OF NOTE]




R.H. DONNELLEY INC.




11.75% SENIOR NOTE DUE 2015




          1. Interest. R.H. DONNELLEY INC., 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 11.75% 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 June 25, 2008 to but excluding the date on
which interest is paid. Interest shall be payable in arrears on each May 15 and November 15,
commencing November 15, 2008. 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 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 May 1 or November 1
immediately preceding the Interest Payment Date (whether or not a Business Day). Holders must
surrender 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 and interest on that Holder’s Notes in accordance with those instructions. All other
payments on the 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 Notes under an Indenture dated June 25, 2008
(the “Indenture”) among the Company, the Guarantors and the Trustee. This is one of an issue of
Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include
those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred
to the Indenture for a statement of them. Capitalized and certain other terms used herein and not
otherwise defined have the meanings set forth in the Indenture.




          The Notes are senior unsecured obligations of the Company and can be issued in an initial
amount of up to $412,871,000 aggregate principal amount and additional amounts




A-4 









 







as part of the same series or new series under the Indenture subject to the provisions of the
Indenture.




          5. Optional Redemption. (a) Except as set forth in this Section 5(b) and (c), the
Notes will not be redeemable at the option of the Company prior to May 15, 2012. Thereafter, the
Notes will be redeemable, at the Company’s option, in whole or in part, at any time or from time to
time, upon not less than 30 nor more than 60 days’ prior notice, at the following redemption prices
(expressed in percentages of principal amount), 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 May 15 of the years set forth below and are expressed as percentages of principal
amount:




	 	 	 	 	 
	 	 	Redemption
	Redemption Year	 	Price
	2012
	 	 	105.875	%
	2013
	 	 	102.938	%
	2014 and thereafter
	 	 	100.000	%






          (b) From time to time prior to May 15, 2011, the Company may at its option on any one or
more occasions redeem Notes (including Additional Notes, if any) in an aggregate principal amount
up to 35% of the aggregate principal amount of Notes (including Additional Notes, if any) issued
under the Indenture at a redemption price of 111.75% 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 65% of the aggregate principal amount of Notes (including Additional
Notes, if any) issued under the Indenture remains outstanding immediately after giving
effect to any such redemption (excluding 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 Notes may be redeemed, in whole or in part, at any time prior to May 15, 2012, 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 Notes redeemed on the Redemption Date
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable
Redemption Date (subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date).




A-5 









 








          For purposes of this Section 5(c), the following terms will have the following definitions:




          “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:





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




     (2) the excess of:




     (a) the present value at such Redemption Date of (i) the redemption price of
the Note at May 15, 2012 (such redemption price being set forth in the table
appearing under Section 5(a)) plus (ii) all required interest payments due on the
Note through May 15, 2012 (excluding accrued but unpaid interest to the Redemption
Date), computed using a discount rate equal to the Treasury Rate as of such
Redemption Date plus 50 basis points; over




     (b) the then outstanding principal amount of the 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 May 15, 2012; provided, however, that if the period from the
Redemption Date to May 15, 2012, 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 Notes called for redemption pursuant to this Section 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 Notes of $2,000 or less shall be redeemed in part. A new 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 Note. Notes called for redemption pursuant to this
Section 5 and Section 6 hereto become due on the date fixed for redemption. On and after the
Redemption Date, interest stops accruing on Notes or portions of them called for redemption if the
Company does not default in making the redemption payment.




          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 Notes to be
redeemed at its registered address. Notices of redemption may not be conditional. If any Note is
to be redeemed in part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed.




A-6 









 








          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 Notes in accordance with the procedures set forth in the
Indenture.




          8. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange 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 Note for a period of 15 days immediately
preceding the redemption of Notes, except the unredeemed portion of any Note being redeemed in
part.




          9. Persons Deemed Owners. The registered Holder of this Note may be treated as the
owner of this Note for all purposes.




          10. 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.




          11. Amendment, Supplement, Waiver, Etc. The Company, the Guarantors and the Trustee
(if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive
or supplement the Indenture or the Notes for certain specified purposes, including, among other
things, curing ambiguities, defects or inconsistencies, qualifying 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 adversely affect the
rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made
by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions
requiring the consent of the Holders of the Notes.




          12. 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, create
restrictions on the payment of dividends or other amounts to the Company from its Restricted
Subsidiaries, Guarantee other Debt of the Company or its Restricted Subsidiaries without also
Guaranteeing the Notes, 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, designate Unrestricted Subsidiaries and requires Parent to provide
reports to the Holders of Notes. Such limitations




A-7 









 







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.




          13. Successor Corporation. When a successor corporation assumes all the obligations
of its predecessor under the 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.




          14. Defaults and Remedies. Events of Default are set forth in the Indenture.
Subject to certain limitations in the Indenture, if an Event of Default with respect to the 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 Notes then outstanding may declare to be immediately due and payable the principal
amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of
acceleration, by written notice to the Company and the Trustee. 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 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 Notes. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. Except in the case of a Default in payment of the principal of or interest on any Note
(including payments pursuant to a redemption or repurchase of the Notes pursuant to the provisions
of this Indenture), the Trustee may withhold notice of an Event of Default 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.




          15. Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Guarantor or any of their respective
Affiliates, with the same rights it would have if it were not Trustee.




          16. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, agent, member or stockholder or Affiliate of the Company, Parent and the
Subsidiary Guarantors, as such, shall have any liability for any obligations of the Company under
the Notes or of the Guarantors under the Note Guarantees, as the case may be, or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes and Note Guarantees by accepting a Note and a Note Guarantee waives and releases
all such liabilities. The waiver and release are part of the consideration for issuance of the
Notes and the Note Guarantees.




A-8 









 








          17. Discharge. The Company’s and the Guarantors’ 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 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 Notes to maturity or redemption, as the case may be.




          18. Note Guarantees. The Notes are entitled to the benefits of certain Note
Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and obligations thereunder of the
Guarantors, the Trustee and the Holders.




          19. Authentication. This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this 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, the Company and the Guarantors 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 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 Inc.

1001 Winstead Drive

Cary, North Carolina 27513

Attn: General Counsel

Tel: (919) 297-1600

Fax: (919) 297-1518




          With a copy to:



Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114-1190

Attn: Gina K. Gunning

Tel: (216) 586-3939

Fax: (216) 579-0212




A-9 









 








ASSIGNMENT




          I or we assign and transfer this 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 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 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 









 








OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have all or any part of this Note purchased by the Company pursuant to
Section 4.08 or Section 4.12 of the Indenture, check the appropriate box:




o       Section 4.08                                            
                            o       Section 4.12




          If you want to have only part of the 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:




$                                         

($2,000 or integral multiples of $1,000 in excess thereof)




	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	Your Signature:
	 
	Date:	 	 	 	 	 	
	 

	 	 

	 	 	 	 

	 

	 


	 

	 	 	 	 	 	 	 	(Sign exactly as your name appears
on the other side of this 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 









 








EXHIBIT B




[FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE

RESTRICTED SECURITIES]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF OR OF
A BENEFICIAL INTEREST HEREIN:




     (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (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);



     (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR OF THIS NOTE), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THIS NOTE FOR ITS OWN



B-1 









 







ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE, IN EACH CASE,
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM; 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.


BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, EACH HOLDER HEREOF AND EACH SUBSEQUENT TRANSFEREE
IS DEEMED TO REPRESENT AND WARRANT THAT (A)(1) IT IS NOT (a) AN EMPLOYEE BENEFIT PLAN SUBJECT TO
PART 4 OF SUBTITLE B OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), (b) A PLAN TO WHICH SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) APPLIES, (c) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY (EACH OF (a), (b) AND (c), A “BENEFIT PLAN INVESTOR”), (d) A GOVERNMENTAL
PLAN AS DEFINED IN SECTION 3(32) OF ERISA (“GOVERNMENTAL PLAN”), (e) A CHURCH PLAN AS DEFINED IN
SECTION 3(33) OF ERISA THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(d) OF THE CODE (“CHURCH
PLAN”) OR (f) A NON-U.S. PLAN, (2) IT IS A BENEFIT PLAN INVESTOR AND ITS PURCHASE AND HOLDING OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OR 407 OF ERISA
OR SECTION 4975 OF THE CODE, OR (3)(a) IT IS A GOVERNMENTAL PLAN, A CHURCH PLAN OR A NON-U.S. PLAN
AND (b) ITS PURCHASE AND HOLDING OF THIS NOTE IS NOT SUBJECT TO (I) ERISA, (II) SECTION 4975 OF THE
CODE OR (III) ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT PROHIBITS OR IMPOSES AN EXCISE
OR PENALTY TAX ON THE PURCHASE OR HOLDING OF THIS NOTE; AND (B) EACH HOLDER AND SUBSEQUENT
TRANSFEREE WILL PROMPTLY NOTIFY THE COMPANY AND THE TRUSTEE IF, AT ANY TIME, IT IS NO LONGER ABLE
TO MAKE THE REPRESENTATIONS CONTAINED IN CLAUSE (A) ABOVE.




B-2 









 








[FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE

RESTRICTED SECURITIES]




          I or we assign and transfer this 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 Note on the books of the Company. The Agent may substitute another to
act for him.




[Check One]




          o (a) this Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Rule 144A thereunder.




          or




          o (b) this 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 Note
and the Indenture.




          If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this 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 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 









 








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 Note is being transferred to a Person that the transferor reasonably
believed and believes is purchasing the beneficial interest or certificated 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 Note will be subject to the restrictions on
transfer enumerated on the Rule 144A Notes and/or the certificated Note and in the Indenture and
the Securities Act.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOTICE: To be executed by an executive officer







B-4 









 






EXHIBIT C




[FORM OF LEGEND FOR REGULATION S NOTE]



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF OR OF
A BENEFICIAL INTEREST HEREIN:




     (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (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);



     (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR OF THIS NOTE), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED



C-1 









 







INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT, IF APPLICABLE, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM; 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.


BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.



BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, EACH HOLDER HEREOF AND EACH SUBSEQUENT TRANSFEREE
IS DEEMED TO REPRESENT AND WARRANT THAT (A)(1) IT IS NOT (a) AN EMPLOYEE BENEFIT PLAN SUBJECT TO
PART 4 OF SUBTITLE B OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), (b) A PLAN TO WHICH SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) APPLIES, (c) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE ENTITY (EACH OF (a), (b) AND (c), A “BENEFIT PLAN INVESTOR”), (d) A GOVERNMENTAL
PLAN AS DEFINED IN SECTION 3(32) OF ERISA (“GOVERNMENTAL PLAN”), (e) A CHURCH PLAN AS DEFINED IN
SECTION 3(33) OF ERISA THAT HAS NOT MADE AN ELECTION UNDER SECTION 410(d) OF THE CODE (“CHURCH
PLAN”) OR (f) A NON-U.S. PLAN, (2) IT IS A BENEFIT PLAN INVESTOR AND ITS PURCHASE AND HOLDING OF
THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OR 407 OF ERISA
OR SECTION 4975 OF THE CODE, OR (3)(a) IT IS A GOVERNMENTAL PLAN, A CHURCH PLAN OR A NON-U.S. PLAN
AND (b) ITS PURCHASE AND HOLDING OF THIS NOTE IS NOT SUBJECT TO (I) ERISA, (II) SECTION 4975 OF THE
CODE OR (III) ANY OTHER FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT PROHIBITS OR IMPOSES AN EXCISE
OR PENALTY TAX ON THE PURCHASE OR HOLDING OF THIS NOTE; AND (B) EACH HOLDER AND SUBSEQUENT
TRANSFEREE WILL PROMPTLY NOTIFY THE


C-2 









 






COMPANY AND THE TRUSTEE IF, AT ANY TIME, IT IS NO LONGER ABLE TO MAKE THE REPRESENTATIONS CONTAINED
IN CLAUSE (A) ABOVE.




C-3 









 








[FORM OF ASSIGNMENT FOR REGULATION S NOTE]




          I or we assign and transfer this 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 Note on the books of the Company. The Agent may substitute another to
act for him.




[Check One]




          o (a) this Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Regulation S thereunder.




          or




          o (b) this 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 Note
and the Indenture.




          If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this 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 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-4 









 








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. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
certificated Note will be subject to the restrictions on transfer enumerated on the Regulation S
Notes and/or the certificated Note and in the Indenture and the Securities Act.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	NOTICE: To be executed by an executive officer







C-5 









 






EXHIBIT D




[FORM OF LEGEND FOR GLOBAL NOTE]




          Any Global 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 Note) in substantially the
following form:



THIS NOTE IS A GLOBAL 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 NOTE IS NOT EXCHANGEABLE
FOR 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 NOTE (OTHER THAN A
TRANSFER OF THIS 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.




          Any Global Note authenticated and delivered hereunder shall bear a schedule in substantially
the following form:




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The initial outstanding principal amount of this Global Note is $[       ]. The following
exchanges of a part of this Global Note for an interest in another Global Note or for




D-1 









 







a Physical Note, or exchanges of a part of another Global Note or Physical Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Principal Amount	 	 	 	 
	 	 	 	 	 	 	increase in	 	 	of this Global	 	 	Signature of	 
	 	 	Amount of	 	 	Principal Amount	 	 	Note following	 	 	authorized officer	 
	Date of	 	decrease in	 	 	of this Global	 	 	such decrease or	 	 	of Trustee or	 
	Exchange	 	Principal Amount	 	 	Note	 	 	increase	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





D-2 









 






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 Inc.
	 

	 	 	 	11.75% Senior Notes Due 2015 (the “Notes”)






Dear Sirs:




          In connection with our proposed sale of $                     aggregate principal amount of the 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 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 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
official inquiry with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.




E-1 









 








	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[Name of Transferee]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 





E-2 









 






EXHIBIT F




NOTE GUARANTEE




     Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
Guarantees, to the extent set forth in the Indenture dated as of June 25, 2008 by and among R.H.
Donnelley Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors, as guarantors,
and The Bank of New York, as Trustee (as amended, restated or supplemented from time to time, the
“Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, and premium, if any, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of
interest on overdue principal of, and premium and, to the extent permitted by law, interest, and
the due and punctual performance of all other obligations of the Company to the Holders or the
Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that the same will be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or otherwise.



     The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Note
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference
is hereby made to the Indenture for the precise terms and limitations of this Note Guarantee. Each
Holder of the Note to which this Note Guarantee is endorsed, by accepting such Note, agrees to and
shall be bound by such provisions.



[Signatures on Following Pages]




F-1 









 








	 	 	 	 	 
	 	R.H. DONNELLEY CORPORATION, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	R.H. DONNELLEY APIL, INC., as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GET DIGITAL SMART.COM INC., as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	R.H. DONNELLEY PUBLISHING &

ADVERTISING, INC., as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DONTECH HOLDINGS, LLC, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	R.H. DONNELLEY PUBLISHING & ADVERTISING OF ILLINOIS

HOLDINGS, LLC, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-2 









 






	 	 	 	 	 
	 	DONTECH II PARTNERSHIP, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	R.H. DONNELLEY PUBLISHING & ADVERTISING

OF ILLINOIS PARTNERSHIP, as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-3 









 






	 	 	 	 	 



EXHIBIT G




[FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]




R.H. Donnelley Inc.

1001 Winstead Drive

Cary, North Carolina 27513




The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286




          Re: 11.75% SENIOR NOTES DUE 2015




          Reference is hereby made to the Indenture, dated as of June 25, 2008 (the
“Indenture”), among R.H. Donnelley Inc., as issuer (the “Company”), the Guarantors
party thereto 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 Note, or



     (b) a definitive Note,



          we confirm that:





	 	1.	 	We understand that any subsequent transfer of the 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 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 Notes have not
been registered under the Securities Act, and that the 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 Notes or any
interest therein, prior to the expiration of the holding period applicable to
sales of the Notes under Rule 144(d) of the Securities Act, we will do so only
(A) to the Company or any subsidiary thereof, (B) in




G-1 









 












	 	 	 	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 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(d) 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 Note
or beneficial interest in a Global 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 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 Notes
purchased by us will bear a legend to the foregoing effect. We further
understand that any subsequent transfer by us of the 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 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 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.




G-2 









 











          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:                     , _____





G-3