Ex-10.12



 







Exhibit 10.12





May 16, 2006




R.H. Donnelley Corporation

CenDon, L.L.C.

R.H. Donnelley Publishing & Advertising, Inc.

R.H. Donnelley Directory Company

100 Winstead Drive

Cary, North Carolina 27513




     Re: Acknowledgment of Embarq / RHD Transaction



Ladies and Gentlemen:




     R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a
Kansas corporation (“RHD”), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a
Delaware corporation (“RHDDC”), CenDon, L.L.C., a Delaware limited liability company (“CenDon”),
Sprint Nextel Corporation (f/k/a Sprint Corporation), a Kansas corporation (“Sprint”), Sprint
Directory Trademark Company, LLC, a Delaware limited liability company and certain subsidiaries of
Sprint are parties to that certain Directory Services License Agreement, dated January 3, 2003 (the
“Original DSLA”). R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp.”), RHD, CenDon,
RHDDC, Sprint and certain subsidiaries of Sprint are parties to that certain Non-Competition
Agreement, dated January 3, 2003 (the “Original Non-Competition Agreement”).



     In connection with the anticipated spin-off of Sprint’s local telecommunications division, RHD,
RHDDC, CenDon, Embarq Corporation, a Delaware corporation, Embarq Directory Trademark Company, LLC,
a Delaware limited liability company, and certain subsidiaries of Embarq Corporation (formerly
constituting the Sprint Local Telecommunications Division) are entering into a Directory Services
License Agreement (the “New DSLA”).



     Pursuant to Section 9.1(b) of the Original DSLA, upon the effectiveness of the New DSLA, the New
DSLA will supersede and replace in















 







Page 2

May 16, 2006

Acknowledgement of Embarq / RHD Transaction



its entirety the Original DSLA; except that Sprint acknowledges that pursuant to Section
9.1(c) of the Original DSLA, Sprint and its Affiliates will remain bound by the obligations of the
Original Non-Competition Agreement until December 31, 2052, unless the New DSLA or any successor
agreement entered into by application of Section 9.1(c) of the New DSLA, or a provision
substantially similar to such provision in any such successor agreement, terminates (other than a
termination by RHD, CenDon or RHDDC for breach of the other party thereto) prior to December 31,
2052 without being superseded by any such successor agreement, in which case Sprint and its
Affiliates will remain bound until the date of such termination. By signing below, RHD Corp., RHD,
CenDon, and RHDDC each acknowledge that upon the effectiveness of the New DSLA, except as provided
for in the immediately preceding sentence, Sprint Nextel and its Affiliates will be relieved of all
ongoing obligations under the Original DSLA and the other Commercial Agreements. The parties
acknowledge that the foregoing release does not affect any claims arising prior to the Effective
Date of the New DSLA.




     Capitalized terms used but not defined in this letter have the meanings assigned to
them in the Original DSLA.



	 	 	 	 	 
	 	 	SPRINT NEXTEL CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Charles Wunsch
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: Charles Wunsch
	 
	 	 	 	 
	 	 	Title: Vice President






	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 
	 
	 	 	 	 
	R.H. DONNELLEY CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Robert J. Bush	 	 
	 
	 	 
	 
	 	 	 	 
	Name:
	 	Robert J. Bush	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	Sr. Vice President	 	 
	 
	 	 

















 







Page 3

May 9, 2006

Acknowledgement of Embarq / RHD Transaction




	 	 	 	 	 	 	 	 	 	 	 
	CENDON, L.L.C.	 	 	 	R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert J. Bush	 	 	 	By:	 	/s/ Robert J. Bush	 	 
	 

	 	 	 	 

	 	 
	Name:

	 	Robert J. Bush	 	 	 	Name:	 	Robert J. Bush	 	 
	 

	 	 	 	 

	 	 
	Title:

	 	Vice President	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	R.H. DONNELLEY DIRECTORY
COMPANY	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Robert J. Bush	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:
	 	Robert J. Bush	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:
	 	Vice President