##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-59287
 R.H. DONNELLEY INC.
  Delaware
    
    36-2467635(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code
    
    (919) 297-1600
 (Former Name, Former Address and Former
 þ o
 o o þ
 o þ
  Title of Class
    
    Shares Outstanding at
May 12, 2006Common Stock, no par value
    
    100
 THE REGISTRANT IS A WHOLLY OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




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##### 



R.H. DONNELLEY INC.
INDEX TO FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2006 and March 31, 2005
    
    
    4Consolidated Statements of Cash Flows for the three months ended March
31, 2006 and March 31, 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Narrative Analysis of Results of Operations *
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk **
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds ***
    
    
    26Item 3.
    
    Defaults Upon Senior Securities ***
    
    
    26Item 4.
    
    Submission of Matters to a Vote of Security Holders ***
    
    
    26Item 5.
    
    Other Information
    
    
    26Item 6.
    
    Exhibits
    
    
    27SIGNATURES
    
    
    33
 
 *
    
    Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information
called for by Item 2 of Part I, Managements Discussion and Analysis of
Financial Condition and Results of Operations has been omitted and (ii) the
registrant is providing a Managements Narrative Analysis of Results of
Operations.**
    
    Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.***
    
    Omitted pursuant to General Instruction H(2)(b) of Form 10-Q. 2




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##### 



Part I. FINANCIAL INFORMATION
 R.H. Donnelley Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
 March 31,
    
    December 31,(in thousands)
    
    2006
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    12,643
    
    
    $
    6,963Accounts receivableBilled
    
    
    96,368
    
    
    
    116,576Unbilled
    
    
    342,531
    
    
    
    368,062Allowance for doubtful accounts and sales claims
    
    
    (25,148
    )
    
    
    (27,328
    )Net accounts receivable
    
    
    413,751
    
    
    
    457,310Deferred directory costs
    
    
    63,029
    
    
    
    67,686Other current assets
    
    
    23,589
    
    
    
    33,056Total current assets
    
    
    513,012
    
    
    
    565,015Fixed assets and computer software, net
    
    
    57,360
    
    
    
    55,687Amount due from Parent, net
    
    
    342,113
    
    
    
    331,841Other non-current assets
    
    
    94,158
    
    
    
    93,712Intangible assets, net
    
    
    2,814,958
    
    
    
    2,833,200Goodwill
    
    
    319,014
    
    
    
    319,014Total Assets
    
    $
    4,140,615
    
    
    $
    4,198,469Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    52,406
    
    
    $
    69,605Accrued interest
    
    
    27,213
    
    
    
    11,196Deferred directory revenue
    
    
    422,109
    
    
    
    463,440Short-term deferred income taxes, net
    
    
    77,050
    
    
    
    85,583Current portion of long-term debt
    
    
    85,362
    
    
    
    100,234Total current liabilities
    
    
    664,140
    
    
    
    730,058Long-term debt
    
    
    2,617,147
    
    
    
    2,678,615Deferred income taxes, net
    
    
    106,501
    
    
    
    72,521Other non-current liabilities
    
    
    47,870
    
    
    
    54,305Total liabilities
    
    
    3,435,658
    
    
    
    3,535,499Commitments and contingenciesShareholders EquityCommon stock, no par value, authorized, issued
and outstanding  100 shares
    
    
    308,942
    
    
    
    308,942Retained earnings
    
    
    387,528
    
    
    
    350,216Accumulated other comprehensive income
    
    
    8,487
    
    
    
    3,812Total shareholders equity
    
    
    704,957
    
    
    
    662,970Total Liabilities and Shareholders Equity
    
    $
    4,140,615
    
    
    $
    4,198,469
  3




---



##### 



R.H. Donnelley Inc. and Subsidiaries  Consolidated Statements of Operations and Comprehensive Income (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2006
    
    2005Net revenue
    
    $
    261,369
    
    
    $
    207,339ExpensesOperating expenses
    
    
    107,637
    
    
    
    102,406General and administrative expenses
    
    
    22,298
    
    
    
    13,085Depreciation and amortization
    
    
    21,382
    
    
    
    21,651Total expenses
    
    
    151,317
    
    
    
    137,142Operating income
    
    
    110,052
    
    
    
    70,197Interest expense, net
    
    
    49,933
    
    
    
    52,942Income before income taxes
    
    
    60,119
    
    
    
    17,255Provision for income taxes
    
    
    22,807
    
    
    
    6,671Net income
    
    $
    37,312
    
    
    $
    10,584Comprehensive IncomeNet income
    
    $
    37,312
    
    
    $
    10,584Unrealized gain on interest rate swaps, net of tax
    
    
    4,675
    
    
    
    12,217Comprehensive income
    
    $
    41,987
    
    
    $
    22,801
  4




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##### 



R.H. Donnelley Inc. and Subsidiaries  Consolidated Statements of Cash Flows (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2006
    
    2005Cash Flows from Operating ActivitiesNet income
    
    $
    37,312
    
    
    $
    10,584Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    21,382
    
    
    
    21,651Deferred income taxes
    
    
    22,807
    
    
    
    21,768Provision for bad debts
    
    
    10,536
    
    
    
    6,800Stock-based compensation expense
    
    
    14,803
    
    
    
    Other
non-cash items
    
    
    8,061
    
    
    
    4,662Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    33,023
    
    
    
    (5,468
    )Decrease in other assets
    
    
    10,365
    
    
    
    1,628(Decrease) increase in accounts payable and accrued liabilities
    
    
    (7,738
    )
    
    
    11,664(Decrease) increase in deferred directory revenue
    
    
    (41,331
    )
    
    
    50,740Increase (decrease) in other non-current liabilities
    
    
    4,813
    
    
    
    (13,102
    )Net cash provided by operating activities
    
    
    114,033
    
    
    
    110,927Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (3,570
    )
    
    
    (5,515
    )Net cash used in investing activities
    
    
    (3,570
    )
    
    
    (5,515
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    3,700
    
    
    
    72,000Revolver repayments
    
    
    (8,700
    )
    
    
    (90,200
    )Credit facility repayments
    
    
    (71,340
    )
    
    
    (111,435
    )(Decrease) increase in checks not yet presented for payment
    
    
    (2,051
    )
    
    
    1,943Amounts due from Parent, net
    
    
    (26,392
    )
    
    
    19,098Net cash used in financing activities
    
    
    (104,783
    )
    
    
    (108,594
    )Increase (decrease) in cash and cash equivalents
    
    
    5,680
    
    
    
    (3,182
    )Cash and cash equivalents, beginning of year
    
    
    6,963
    
    
    
    10,755Cash and cash equivalents, end of period
    
    $
    12,643
    
    
    $
    7,573Supplemental Information:Cash paid:Interest
    
    $
    29,944
    
    
    $
    24,502Income taxes, net
    
    $
    231
    
    
    $
    508
  5




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##### 



R.H. Donnelley Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands)
 1. Business and Basis of Presentation
   www.bestredyp.com www.chicagolandyp.com
 Significant Business Developments
   6




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##### 



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition.
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs
 Cash and Cash Equivalents.
 Accounts Receivable.
 7




---



##### 



Fixed Assets and Computer Software.
 Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 8




---



##### 



Income Taxes. Accounting for Income Taxes
 Stock-Based Awards
  Share-Based Payment
 Accounting for Stock Issued to Employees
  Three Months Ended March 31, 2006As Reported
    
    Per APB 25Total stock-based compensation expense
    
    $
    14,803
    
    
    $
    2,562Net income
    
    
    37,312
    
    
    
    44,901
 9




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##### 



Three Months EndedMarch 31, 2006Dividend yield
    
    
    0
    %Expected volatility
    
    
    24.57
    %Risk-free interest rate
    
    
    4.60
    %Expected life
    
    5 yearsForfeiture rate
    
    
    5.0
    %
    WeightedAverageExercise/Grant
    
    AggregateShares
    
    Price Per Share
    
    IntrinsicValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    120,135Granted
    
    
    307,090
    
    
    
    64.17
    
    
    
    Exercised
    
    
    (158,135
    )
    
    
    32.78
    
    
    
    (4,524
    )Forfeitures
    
    
    (60,016
    )
    
    
    44.81
    
    
    
    (995
    )Awards outstanding, March 31, 2006
    
    
    5,886,984
    
    
    $
    42.06
    
    
    $
    114,616Available for future grants at March 31, 2006
    
    
    3,803,950
  10




---



##### 



Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Contractual
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Life
    
    Price Per
    
    
    
    
    
    
    Life
    
    Price PerPrices
    
    Shares
    
    (In Years)
    
    Share
    
    
    Shares
    
    (In Years)
    
    Share$11.10  $14.75
    
    
    34,109
    
    
    
    1.51
    
    
    $
    14.02
    
    
    
    
    34,109
    
    
    
    1.51
    
    
    $
    14.02$15.22  $19.41
    
    
    372,722
    
    
    
    2.84
    
    
    
    15.73
    
    
    
    
    372,722
    
    
    
    2.84
    
    
    
    15.73$24.75  $29.59
    
    
    1,769,730
    
    
    
    4.23
    
    
    
    25.97
    
    
    
    
    1,414,629
    
    
    
    4.23
    
    
    
    26.01$30.11  $39.21
    
    
    187,031
    
    
    
    3.91
    
    
    
    30.92
    
    
    
    
    147,389
    
    
    
    3.91
    
    
    
    30.71$41.10  $43.85
    
    
    1,495,982
    
    
    
    5.15
    
    
    
    41.39
    
    
    
    
    763,979
    
    
    
    5.15
    
    
    
    41.31$46.06  $53.74
    
    
    32,625
    
    
    
    5.00
    
    
    
    47.79
    
    
    
    
    23,266
    
    
    
    5.00
    
    
    
    47.98$56.72  $65.00
    
    
    1,994,785
    
    
    
    6.40
    
    
    
    63.17
    
    
    
    
    445,563
    
    
    
    6.40
    
    
    
    59.425,886,984
    
    
    
    5.09
    
    
    $
    42.06
    
    
    
    
    3,201,657
    
    
    
    5.09
    
    
    $
    33.36
  Weighted Average
    
    
    
    
    
    Weighted AverageGrant Date
    
    Non-vested
    
    Grant DateNon-vested Stock
    
    Exercise Price Per
    
    Restricted
    
    Exercise Value PerOptions and SARs
    
    Award
    
    Stock
    
    AwardNon-vested at
January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    $
    Granted
    
    
    307,090
    
    
    
    64.17
    
    
    
    46,750
    
    
    
    64.26Vested
    
    
    (1,230,976
    )
    
    
    43.57
    
    
    
    
    
    
    
    Forfeitures
    
    
    (60,016
    )
    
    
    44.81
    
    
    
    
    
    
    
    Non-vested at March
31, 2006
    
    
    2,685,327
    
    
    $
    53.85
    
    
    
    46,750
    
    
    $
    64.26
    11




---



##### 



Accounting for
Stock Based Compensation
 Three MonthsEndedMarch 31, 2005Net income, as reported
    
    $
    10,584Add: Stock-based compensation expense included in reported
net income, net of related tax effects
    
    
    545Less: Stock-based compensation expense that would have been
included in the determination of net income if the fair
value method had been applied to all awards, net of related
tax effects
    
    
    (1,676
    )Pro forma net income
    
    $
    9,453
 12




---



##### 



Three Months EndedMarch 31, 2005Dividend yield
    
    
    0
    %Expected volatility
    
    
    30
    %Risk-free interest rate
    
    
    3.9
    %Expected holding period
    
    5 years
 Estimates.
 New Accounting Pronouncements
  3. Acquisitions
   Business Combinations Goodwill and Other Intangible Assets
 13




---



##### 



4. Intangible Assets and Goodwill
  DirectoryServices
    
    Local Customer
    
    National CMRAgreements
    
    Relationships
    
    Relationships
    
    Trade names
    
    TotalInitial fair value:AT&T
    
    $
    952,500
    
    
    $
    90,000
    
    
    $
    55,000
    
    
    $
    
    
    
    $
    1,097,500Sprint
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    1,915,000Total
    
    
    2,577,500
    
    
    
    290,000
    
    
    
    115,000
    
    
    
    30,000
    
    
    
    3,012,500Accumulated amortization
    
    
    (136,500
    )
    
    
    (43,563
    )
    
    
    (10,979
    )
    
    
    (6,500
    )
    
    
    (197,542
    )Net intangible assets
    
    $
    2,441,000
    
    
    $
    246,437
    
    
    $
    104,021
    
    
    $
    23,500
    
    
    $
    2,814,958
  14




---



##### 



Goodwill and Other Intangible Assets
 5. Long-Term Debt
  March 31, 2006
    
    December 31, 2005RHD Inc.Credit Facility
    
    $
    2,094,575
    
    
    $
    2,170,9158.875% Senior Notes due 2010
    
    
    7,934
    
    
    
    7,93410.875% Senior Subordinated Notes due 2012
    
    
    600,000
    
    
    
    600,000Total
    
    
    2,702,509
    
    
    
    2,778,849Less current portion
    
    
    85,362
    
    
    
    100,234Long-term debt
    
    $
    2,617,147
    
    
    $
    2,678,615
 Credit Facility
  15




---



##### 




    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche Bank
Trust Company Americas or (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, in
each case plus a 1.00% margin on the Revolver and Term Loan A-2, a 0.75% margin on Term
Loan A-3 and Term Loan D and 0.50% margin on Term Loan D-1; or
    
    LIBOR rate plus a 2.00% margin on the Revolver and Term Loan A-2, 1.75% margin on Term
Loan A-3 and Term Loan D, and a 1.50% margin on Term Loan D-1. We may elect interest
periods of 1, 2, 3 or 6 months (or 9 or 12 months if, at the time of the borrowing, all
lenders agree to make such term available), for LIBOR borrowings.
   Notes
  6. Restructuring Charges
  2003
    
    2005Restructuring
    
    RestructuringActions
    
    Actions
    
    TotalBalance at December 31, 2005
    
    $
    1,577
    
    
    $
    6,472
    
    
    $
    8,049Payments
    
    
    151
    
    
    
    317
    
    
    
    468Balance at March 31, 2006
    
    $
    1,426
    
    
    $
    6,155
    
    
    $
    7,581
 16




---



##### 



7. Benefit Plans
 Retirement Plans.
  Savings Plan.
 Other Postretirement Benefits.
 17




---



##### 



Pension Benefits
    
    Postretirement BenefitsThree Months
    
    Three MonthsEnded March 31,
    
    Ended March 31,2006
    
    2005
    
    2006
    
    2005Service cost
    
    $
    1,352
    
    
    $
    1,342
    
    
    $
    182
    
    
    $
    188Interest cost
    
    
    1,691
    
    
    
    1,593
    
    
    
    312
    
    
    
    272Expected return on plan assets
    
    
    (2,063
    )
    
    
    (2,090
    )
    
    
    
    
    
    
    Unrecognized prior service cost
    
    
    33
    
    
    
    38
    
    
    
    203
    
    
    
    240Amortization of unrecognized loss
    
    
    468
    
    
    
    320
    
    
    
    65
    
    
    
    25Net periodic benefit expense
    
    $
    1,481
    
    
    $
    1,203
    
    
    $
    762
    
    
    $
    725
 8. Business Segments
  9. Litigation
    10. Related Party Transactions and Allocations
  11. Guarantees
  18




---



##### 



12. Subsequent Events
  Initial Amount ofLIBOR Loans
    
    Base Rate Loans
    
    Facility/CommitmentRevolver
    
    
    1.25
    %
    
    
    0.25
    %
    
    $175.0 millionTranche A-4 Term Loans
    
    
    1.25
    %
    
    
    0.25
    %
    
    $323.4 millionTranche D-1 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $350.0 millionTranche D-2 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $1,422.0 million
 19




---



##### 



Managements Narrative Analysis of Results of Operations
 Forward-Looking
Information
  Significant Business Developments
  Corporate Overview
 www.bestredyp.com www.chicagolandyp.com
  20




---



##### 



New Accounting Pronouncements
   Segment
Reporting
  21




---



##### 



RESULTS OF OPERATIONS
Three months ended March 31, 2006 and 2005
 Factors Affecting Comparability
  GAAP Reported Results
 Net Revenue
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeGross directory advertising revenue
    
    $
    262.4
    
    
    $
    206.9
    
    
    $
    55.5Sales allowances
    
    
    (3.6
    )
    
    
    (2.0
    )
    
    
    (1.6
    )Net directory advertising revenue
    
    
    258.8
    
    
    
    204.9
    
    
    
    53.9Other revenue
    
    
    2.6
    
    
    
    2.4
    
    
    
    0.2Total
    
    $
    261.4
    
    
    $
    207.3
    
    
    $
    54.1
    22




---



##### 



Expenses
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeOperating expenses
    
    $
    107.6
    
    
    $
    102.4
    
    
    $
    5.2G&A expenses
    
    
    22.3
    
    
    
    13.0
    
    
    
    9.3D&A expenses
    
    
    21.4
    
    
    
    21.7
    
    
    
    (0.3
    )Total
    
    $
    151.3
    
    
    $
    137.1
    
    
    $
    14.2
  Operating Expenses
  (amounts in millions)
    
    ChangeExpenses excluded from the first quarter of 2005 due to purchase
accounting from the AT&T Directory Acquisition
    
    $
    8.0Increased bad debt expense, commissions and sales costs
    
    
    5.6Stock-based compensation expense resulting from the adoption of
SFAS 123 (R)
    
    
    5.3Difference
between amortization of cost uplift in 2006 compared to 2005 from the
AT&T Directory Acquisition
    
    
    (15.1
    )All other
    
    
    1.4Total 2006 increase in operating expenses, compared to 2005
    
    $
    5.2
  23




---



##### 



General and Administrative Expenses
  Depreciation and Amortization
  Operating Income
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeTotal
    
    $
    110.1
    
    
    $
    70.2
    
    
    $
    39.9
  24




---



##### 



Interest Expense, Net
  Income Taxes
  Quantitative and Qualitative Disclosures About Market Risk
  Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes
in Internal Control Over Financial Reporting.
 25




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##### 



Legal Proceedings
    Unregistered Sales of Equity Securities and Use of Proceeds
  Defaults Upon Senior Securities
  Submission of Matters to a Vote of Security Holders
  Other Information
  26




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##### 



Exhibits
  Exhibit No.
    
    Document2.1#
    
    Stock Purchase Agreement, dated as
of September 21, 2002, by and among RHD, Sprint Corporation and Centel Directories LLC (incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on October 1, 2002, Commission
File No. 333-59287)2.2
    
    Supplemental Agreement to Stock Purchase Agreement, dated as of December
31, 2002, by and among RHD, Sprint Corporation and Centel
Directories LLC (incorporated by reference to Exhibit 2.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File
No. 333-59287)2.3#
    
    Purchase Agreement, dated as of
July 28, 2004, by and among RHD,
Ameritech Corporation and Ameritech Publishing, Inc. (incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on August 2, 2004, Commission
File No. 333-59287)2.4
    
    Amendment No. 1 to the Purchase Agreement, dated as of September 1, 2004,
by and among RHD, Ameritech Corporation and Ameritech Publishing,
Inc. (incorporated by reference to Exhibit 2.2 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
September 3, 2004, Commission File No. 333-59287)3.1
    
    Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)3.2
    
    By-laws of the Company (incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on July 17, 1998, Registration No. 333-59287)4.1
    
    Indenture, dated as of December 3, 2002, between the Company (as successor
to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New
York, as Trustee, with respect to the 8.875% Senior Notes due 2010
(incorporated by reference to Exhibit 4.13 to the Companys Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
20, 2003, Commission File No. 333-59287)4.2
    
    Form of 8.875% Senior Notes due 2010 (included in Exhibit 4.1)4.3
    
    Supplemental Indenture, dated as of January 3, 2003, among the Company., as
Issuer, RHD and the other guarantors signatory thereto, as Guarantors, and
The Bank of New York, as Trustee, with respect to the 8.875% Senior Notes
due 2010 (incorporated by reference to Exhibit 4.14 to the Companys Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on
March 20, 2003, Commission File No. 333-59287)4.4
    
    Second Supplemental Indenture, dated as of September 1, 2004, by and among
the Company , the guarantors party thereto and The Bank of New York, as
Trustee, with respect to the 8.875% Senior Notes due 2010 of the Company
(incorporated by reference to Exhibit 4.1 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No. 333-59287)
 27




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##### 



Exhibit No.
    
    Document4.5
    
    Third Supplemental Indenture, dated as of December 6, 2005, by and among
the Company, as Issuer, RHD and the subsidiary guarantors named therein, as
Guarantors, and The Bank of New York, as Trustee, with respect to the
8.875% Senior Notes due 2010 of R.H. Donnelley, Inc. (incorporated by
reference to Exhibit 4.1 of the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on December 20, 2005,
Commission File No. 333-59287)4.6
    
    Guarantees relating to the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.16 to the Companys Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 333-59287)4.7
    
    Senior Guarantees relating to Second Supplemental Indenture to the
Indenture governing the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)4.8
    
    Indenture, dated as of December 3, 2002, between the Company (as successor
to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New
York, as Trustee, with respect to the 10.875% Senior Subordinated Notes due
2012 of the Company (incorporated by reference to Exhibit 4.17 to the
Companys Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 20, 2003, Commission File No. 333-59287)4.9
    
    Form of 10.875% Senior Subordinated Notes due 2012 (included in Exhibit 4.8)4.10
    
    Supplemental Indenture, dated as of January 3, 2003, among the Company, as
Issuer, RHD and the other guarantors signatory thereto, as Guarantors, and
The Bank of New York, as Trustee, with respect to the 10.875% Senior
Subordinated Notes due 2012 (incorporated by reference to Exhibit 4.18 to
the Companys Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 20, 2003, Commission File No. 333-59287)4.11
    
    Second Supplemental Indenture, dated as of January 9, 2004, among the
Company, as Issuer, RHD and other guarantors signatory thereto, as
Guarantors, and The Bank of New York, as Trustee, with respect to the
10.875% Senior Subordinated Notes due 2012 (incorporated by reference to
Exhibit 4.21 to the Companys Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 12, 2004, Commission File No.
333-59287)4.12
    
    Third Supplemental Indenture, dated as of September 1, 2004, by and among
the Company, and the guarantors party thereto, as Guarantors, and The Bank
of New York, as Trustee, with respect to the 10.875% Senior Subordinated
Notes due 2012 of the Company (incorporated by reference to Exhibit 4.2 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 3, 2004, Commission File No. 333-59287)4.13
    
    Guarantees relating to the 10.875% Senior Subordinated Notes due 2012
(incorporated by reference to Exhibit 4.20 to the Companys Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
20, 2003, Commission File No. 333-59287)4.14
    
    Senior Subordinated Guarantees relating to the Third Supplemental Indenture
to the Indenture governing the 10.875% Notes due 2012 (incorporated by
reference to Exhibit 4.4 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)10.1#
    
    DonTech II Partnership Agreement, effective August 19, 1997, by and between
the Company (f/k/a The Reuben H. Donnelley Corporation) and R.H. Donnelley
Publishing and Advertising of Illinois Partnership, as successor to
Ameritech Publishing of Illinois, Inc. (incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Companys Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)
 28




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##### 



Exhibit No.
    
    Document10.2
    
    Amendment No. 1 to DonTech II Partnership Agreement, dated as of January
28, 2000, between the Company and R.H. Donnelley Publishing and Advertising
of Illinois Partnership, as successor to Ameritech Publishing of Illinois,
Inc. (incorporated by reference to Exhibit 10.4 to the Companys Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on
March 12, 2004, Commission File No. 333-59287)10.3#
    
    Revenue Participation Agreement, dated as of August 19, 1997, by and
between R.H. Donnelley Publishing and Advertising of Illinois Partnership,
as successor to APIL Partners Partnership, and R.H. Donnelley APIL, Inc.,
as assignee of the Company (f/k/a The Reuben H. Donnelley Corporation)
(incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the
Companys Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on August 7, 1998, Registration No. 333-59287)10.4#
    
    Master Agreement, executed August 19, 1997, by and among the Company
(f/k/a The Reuben H. Donnelley Corporation), RHD (f/k/a The Dun &
Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II,
Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc.,
Ameritech Corporation, DonTech I Publishing Company LLC and the APIL
Partners Partnership (incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to the Companys Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on August 7, 1998, Registration
No. 333-59287) This agreement is no longer in effect.10.5#
    
    Exclusive Sales Agency Agreement, effective August 19, 1997, between R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor
to APIL Partners Partnership, and DonTech II (incorporated by reference to
Exhibit 10.13 to Amendment No. 1 to the Companys Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)10.6
    
    Agreement for Publishing Services, dated as of January 1, 2002, between
Ameritech Publishing Inc. and the Company (certain portions of this exhibit
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to an Application for an Order Granting Confidential
Treatment) (incorporated by reference to Exhibit 10.13 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on May 10, 2002, Commission File No. 001-07155) This agreement
is no longer in effect10.7#
    
    Directory Services License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory
Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint
Directory Trademark Company, LLC and the Sprint Local Telecommunications
Division (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 333-59287)10.8#
    
    Trademark License Agreement, dated as of January 3, 2003, by and among
Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing &
Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon
L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory
Company) (incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 333-59287)
 29




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##### 



Exhibit No.
    
    Document10.9#
    
    Publisher Trademark License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a
Centel Directory Company) and Sprint Corporation (incorporated by reference
to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 17, 2003, Commission File No.
333-59287)10.10
    
    Non-Competition Agreement, dated as of January 3, 2003, by and among RHD,
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a
Centel Directory Company), Sprint Corporation and the Sprint Local
Telecommunications Division (incorporated by reference to Exhibit 10.4 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 17, 2003, Commission File No. 333-59287)10.11
    
    Subscriber Listings Agreement, dated as of January 3, 2003, by and among
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a
Centel Directory Company), Sprint Corporation and the Sprint Local
Telecommunications Division (incorporated by reference to Exhibit 10.5 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 17, 2003, Commission File No. 333-59287)10.12#
    
    Directory Services License Agreement, dated as of September 1, 2004, among
RHD, R.H. Donnelley Publishing & Advertising of Illinois Partnership (f/k/a
The APIL Partners Partnership), DonTech II Partnership, Ameritech
Corporation, SBC Directory Operations, Inc. and SBC Knowledge Ventures,
L.P. (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
September 3, 2004, Commission File No. 333-59287)10.13
    
    Non-Competition Agreement, dated as
of September 1, 2004, between RHD and SBC Communications,
Inc.(incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 333-59287)10.14
    
    SMARTpages Reseller Agreement, dated as of September 1, 2004, among SBC
Communications, Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
Ventures, L.P., RHD, R.H. Donnelley Publishing & Advertising of Illinois
Partnership (f/k/a The APIL Partners Partnership) and DonTech II
Partnership (incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 333-59287)10.15
    
    Ameritech Directory Publishing Listing License Agreement, dated as of
September 1, 2004, among R.H. Donnelley Publishing & Advertising of
Illinois Partnership (f/k/a The APIL Partners Partnership), DonTech II
Partnership and Ameritech Services Inc. (incorporated by reference to
Exhibit 10.4 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 3, 2004, Commission File
No. 333-59287)10.16#
    
    Amended and Restated Credit Agreement, dated as of September 1, 2004, by
and among, the Company, as borrower, RHD, the lenders from time to time
parties thereto, J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc.,
as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank and Bear
Stearns Corporate Lending Inc., as co-syndication agents, Citicorp North
America, Inc. and Goldman Sachs Credit Partners L.P., as co-documentation
agents, and Deutsche Bank Trust Company Americas, as administrative agent
(incorporated by reference to Exhibit 10.5 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No.333-59287)
 30




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##### 



Exhibit No.
    
    Document10.17
    
    First Amendment, dated as of December 6, 2004, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among the Company,
RHD, the lenders from time to time parties thereto, Deutsche Bank Trust
Company Americas, as administrative agent and J.P. Morgan Securities Inc.
as sole bookrunner and sole lead arranger and the other agents party
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
December 8, 2004, Commission File No. 333-59287)10.18
    
    Second Amendment, dated as of January 7, 2005, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among the Company,
RHD, the lenders from time to time parties thereto, Deutsche Bank Trust
Company Americas, as administrative agent and the other agents party
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
January 11, 2005, Commission File No. 333-59287)10.19#
    
    Second Amended and Restated Credit Agreement, dated December 13, 2005,
among the Company, RHD, 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, JPMorgan 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 (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 19, 2005, Commission File
No. 333-59287)10.20
    
    First Amendment, dated as of April 24, 2006, to the Second Amended and
Restated Credit Agreement, dated December 13, 2005, among the Company, RHD,
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 (incorporated by reference to Exhibit 10.1, RHDs
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 28, 2006, Commission File No. 001-07155)10.21
    
    Amended and Restated Guaranty and Collateral Agreement, dated as of
September 1, 2004, by and among the Company, RHD., R.H. Donnelley APIL,
Inc., R.H. Donnelley Publishing & Advertising, Inc., Get Digital Smart.com
Inc., R.H. Donnelley Publishing & Advertising of Illinois Partnership,
DonTech II Partnership, DonTech Holdings, LLC, and R.H. Donnelley
Publishing & Advertising of Illinois Holdings, LLC (incorporated by
reference to Exhibit 10.6 to the Companys Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)10.22
    
    Second Amended and Restated Guaranty and Collateral Agreement, dated as of
December 13, 2005, by and among the Company, RHD, and the subsidiaries of
the Company party thereto, and Deutsche Bank Trust Company Americas, as
collateral agent (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 19, 2005, Commission File No. 333-59287)10.23
    
    Reaffirmation, dated as of December 6, 2004, by RHD, the Company and its
subsidiaries in favor of Deutsche Bank Trust Company Americas, as
administrative agent (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 8, 2004, Commission File No. 333-59287)10.24
    
    Reaffirmation, dated as of April 24, 2006, among RHD, the Company and its
subsidiaries and Deutsche Bank Trust Company Americas, as administrative
agent (incorporated by reference to Exhibit 10.2 to RHDs Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 28,
2006, Commission File No. 001-07155)
 31




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##### 



Exhibit No.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2006 by Peter J. McDonald, President and Chief Executive Officer of the
Company under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2006 by Steven M. Blondy, Executive Vice President and Chief Financial
Officer of the Company under Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2006 under Section 906 of the Sarbanes-Oxley Act by Peter J. McDonald,
President and Chief Executive Officer of the Company, and Steven M. Blondy,
Executive Vice President and Chief Financial Officer, for the Company
 
 *
    
    Filed herewith^
    
    Management contract or compensatory plan#
    
    The Company agrees to furnish supplementally a copy of any omitted exhibits or schedules
to the Securities and Exchange Commission upon request. 32




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##### 



SIGNATURES
  R.H. DONNELLEY INC.Date: May 12, 2006
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer(Principal Financial Officer)
 33




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##### 



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 by Peter J. McDonald, President and Chief Executive
Officer of the Company under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 by Steven M. Blondy, Executive Vice President and
Chief Financial Officer of the Company under Section 302 of the
Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 under Section 906 of the Sarbanes-Oxley Act by Peter
J. McDonald, President and Chief Executive Officer of the Company,
and Steven M. Blondy, Executive Vice President and Chief Financial
Officer, for the Company
 
 *
    
    Filed herewith 34