Ex-4.21



 



SECOND SUPPLEMENTAL INDENTURE


     SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
dated as of January      , 2004 among R.H. Donnelley Inc., a Delaware corporation
(“Donnelley”), R.H. Donnelley Corporation, a Delaware corporation (“Parent”),
the Guarantors signatory hereto (the “Guarantors”) and The Bank of New York, as
trustee under the Indenture referred to below (the “Trustee”).


W I T N E S S E T H :


     WHEREAS, Donnelley, Parent, the Guarantors and the Trustee have entered
into a Supplemental Indenture dated as of January 3, 2003 (the “First
Supplemental Indenture”), relating to the Indenture, dated as of December 3,
2002 (as heretofore amended and supplemented, the “Senior Subordinated Notes
Indenture”), which provided for the issuance of the 10-7/8% Senior Subordinated
Notes due 2012 of Donnelley, as successor to Finance Corp. (the “Securities”);


     WHEREAS, Section 8.01(a) of the Senior Subordinated Notes Indenture
provides, among other things, that Donnelley and the Trustee may modify or
amend the Senior Subordinated Notes Indenture without the consent of the
Holders of the outstanding Securities to, including, without limitation, cure
any ambiguity in such Senior Subordinated Notes Indenture; and


     WHEREAS, Donnelley has furnished, or caused to be furnished, to the
Trustee, and the Trustee has received, an Officer’s Certificate and Opinion of
Counsel stating, among other things, that this Second Supplemental Indenture is
authorized or permitted by the Senior Subordinated Notes Indenture.


     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Donnelley,
the Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:


ARTICLE 1


Agreement


     Section 1.1 Definitions. Capitalized terms used but not otherwise defined
in this Second Supplemental Indenture have the meanings ascribed thereto in the
Indenture.


     Section 1.2 Amendment to the Senior Subordinated Notes Indenture.
Subsection 12.02(a) of the Senior Subordinated Notes Indenture is amended and
restated in its entirety by deleting the subsection and replacing it with the
following:


     Section 12.02 Suspension of Payment When Senior Debt Is in Default.



		
	 	     (a) If any Payment Default occurs with respect to any Designated
Senior Debt (including upon any acceleration of the maturity thereof and,
without limitation, guarantees of the foregoing items which constitute
such Senior Debt) and is continuing, then the Company shall not be
permitted to pay principal of, premium, if any, or interest (or other
amounts) on the Senior Subordinated Notes or make any further deposit
pursuant to Section 9.02 and may not repurchase, redeem or otherwise
retire for value or make any payment of any kind with respect to any
Senior Subordinated Notes (collectively, “pay the Senior Subordinated
Notes”) unless such Payment Default (and all other Payment Defaults)
shall have been cured or waived in accordance with the terms of the
documentation governing the respective Designated Senior Debt or ceased
to exist or all Designated Senior Debt with respect to which any Payment
Default has occurred and is continuing shall have been discharged or paid in
full in cash or Temporary Cash Investments.



 






 





ARTICLE 2


Miscellaneous


     Section 2.1 Effect of Supplemental Indenture. Upon the execution and
delivery of this Second Supplemental Indenture by Donnelley, the Guarantors and
the Trustee, the Senior Subordinated Notes Indenture shall be supplemented in
accordance herewith, and this Second Supplemental Indenture shall form, along
with the First Supplemental Indenture, a part of the Senior Subordinated Notes
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Senior Subordinated Notes
Indenture shall be bound thereby.


     Section 2.2 Senior Subordinated Notes Indenture and First Supplemental
Indenture Remain in Full Force and Effect. Except as supplemented hereby, all
provisions in the Senior Subordinated Notes Indenture and First Supplemental
Indenture shall remain in full force and effect.


     Section 2.3 Senior Subordinated Notes Indenture, First Supplemental
Indenture and Second Supplemental Indenture Construed Together. This Second
Supplemental Indenture is an indenture supplemental to and in implementation of
the Senior Subordinated Notes Indenture and First Supplemental Indenture, and
the Senior Subordinated Notes Indenture, the First Supplemental Indenture and
this Second Supplemental Indenture shall henceforth be read and construed
together.


     Section 2.4 Confirmation and Preservation of Senior Subordinated Notes
Indenture. The Senior Subordinated Notes Indenture and the First Supplemental
Indenture, as supplemented by this Second Supplemental Indenture, are in all
respects confirmed and preserved.


     Section 2.5 Conflict with Trust Indenture Act. If any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with any provision
of the TIA that is required or deemed under the TIA to be part of and govern
any provision of this Second Supplemental Indenture, such provision of the TIA
shall control. If any provision of this Second Supplemental Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Senior Subordinated Notes
Indenture and the First Supplemental Indenture as so modified or to be excluded
by this Second Supplemental Indenture, as the case may be.


     Section 2.6 Severability. In case any provision in this Second
Supplemental Indenture 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.


     Section 2.7 Benefits of Second Supplemental Indenture. Nothing in this
Second Supplemental Indenture or the Securities, express or implied, shall give
to any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders of the Securities, any benefit of any
legal or equitable right, remedy or claim under the Senior Subordinated Notes
Indenture, the First Supplemental Indenture, this Second Supplemental Indenture
or the Securities.


     Section 2.8 Successors. All agreements of Donnelley in this Second
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Second Supplemental Indenture shall bind its successors.


     Section 2.9 Certain Duties and Responsibilities of the Trustee. In
entering into this Second Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Senior Subordinated Notes Indenture,
the First Supplemental Indenture and the Securities relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.


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     Section 2.10 Governing Law. This Second Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.


     Section 2.11 Multiple Originals. The parties may sign any number of
copies of this Second Supplemental Indenture, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


     Section 2.12 Headings. The Article and Section headings herein are
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions
hereof.


     Section 2.13 The Trustee. The Trustee shall not be responsible in any
manner for or in respect of the validity or sufficiency of this Second
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made by Donnelley.


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     IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.



	 	 	 	 	 
	 	 	R.H. DONNELLEY INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	R.H. DONNELLEY CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	GET DIGITAL SMART.COM INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	R.H. DONNELLEY APIL, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	R.H. DONNELLEY ACQUISITIONS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert J. Bush
	 	 	 	 	

	 	 	 	 	Name: Robert J. Bush
	 	 	 	 	Title: Vice President



 






 



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,
	 	 	     as trustee
	 	 	 	 	 
	 	 	
By:
	 	/s/ Julie Salovitch-Miller
	 	 	 	 	

	 	 	 	 	Name: Julie Salovitch-Miller
	 	 	 	 	Title: Vice President