<PAGE>

                                                                    EXHIBIT 10.4

                         AGREEMENT TO AMEND AND RESTATE

            AGREEMENT TO AMEND AND RESTATE, dated as of December 13, 2005 (this
"Agreement"), among those lenders party to the Existing Credit Agreement
referred to below immediately prior to the Restatement Effective Date referred
to below (the "Lenders") and R.H. Donnelley Corporation, a Delaware corporation
("RHD Corp."). Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings provided such terms in the Existing
Credit Agreement referred to below.

                              W I T N E S S E T H:

            WHEREAS, Dex Media, Inc., a Delaware corporation ("Parent"), Dex
Media East, Inc., a Delaware corporation ("Holdings"), Dex Media East LLC, a
Delaware limited liability company (the "Borrower") and certain lenders are
parties to a Credit Agreement, dated as of November 8, 2002, as amended (as in
effect immediately prior to the Restatement Effective Date (as defined below),
the "Existing Credit Agreement");

            WHEREAS, Parent has entered into an Agreement and Plan of Merger,
dated as of October 3, 2005 (the "Merger Agreement"), by and among RHD Corp.,
Parent and Forward Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of RHD Corp. ("Merger Sub"), pursuant to which RHD Corp. will acquire
(the "Parent Acquisition") the Parent;

            WHEREAS, the Parent Acquisition will be effected by merging (the
"Merger") Parent with and into Merger Sub with Merger Sub being the survivor of
the Merger;

            WHEREAS, RHD Corp. intends to finance the Parent Acquisition,
related transactions and the related fees and expenses with (a) the issuance of
approximately 36.3 million new shares of common stock of RHD Corp., (b) up to
$503,000,000 from new term loans to be made available to Dex Media West LLC, a
wholly owned subsidiary of Parent, (c) up to $2,292,000,000 in cash proceeds
from the issuance by RHD Corp. (or a finance vehicle subsidiary as the initial
issuer thereof) of senior notes, and (d) up to $250,000,000 in cash proceeds
from the issuance by Parent (or a finance vehicle subsidiary as the initial
issuer thereof) of senior notes (the foregoing clauses (a) through (d), the
"Financing Transactions");

            WHEREAS, Parent, Holdings and the Borrower have requested that the
Lenders amend and restate the Existing Credit Agreement as provided in this
Agreement; and

            WHEREAS, the Lenders are willing to amend and restate the Existing
Credit Agreement on the terms and conditions set forth herein.

            NOW THEREFORE, subject to the terms and conditions of this
Agreement, the parties hereto agree as follows:

            1. The parties hereto hereby agree that on the Restatement Effective
Date the Existing Credit Agreement shall be amended and restated in the form
attached hereto as Annex I (as so amended and restated, the "Restated Credit
Agreement"). It is understood and agreed that the Restated Credit Agreement will
be dated as of the Restatement Effective Date.

            2. The Lenders hereby direct and authorize JPMorgan Chase Bank, N.A.
as Administrative Agent and Collateral Agent (together with any other Lender as
required) to effect

<PAGE>

amendments reasonably satisfactory to JPMorgan Chase Bank, N.A. to the Loan
Documents other than the Existing Credit Agreement to give effect to the
Restated Credit Agreement, and the Lenders and the Administrative Agent hereby
acknowledge that the Parent Agreement has terminated in accordance with its
terms.

            3. This Agreement shall become effective (the "AAR Effective Date")
on the date on which the Administrative Agent shall have received a counterpart
to this Agreement, executed and delivered by RHD Corp. and the Required Lenders
under, and as defined in, the Existing Credit Agreement.

            4. The Restated Credit Agreement shall become effective on the date
on which all of the conditions specified below shall have been satisfied (the
"Restatement Effective Date"):

            (a) Loan Documents. The Administrative Agent shall have received (i)
an executed counterpart to the Restated Credit Agreement by Parent, Holdings and
the Borrower and (ii) a counterpart to any amendments or acknowledgments to the
Security Documents as the Administrative Agent deems reasonably necessary or
appropriate in order to continue to provide the benefits thereof to the Loans
and the obligations of the Loan Parties in connection therewith on the same
basis as such benefits are provided prior to the Restatement Effective Date.

            (b) Parent Acquisition. The Parent Acquisition shall have been, or
shall substantially contemporaneously be, consummated in accordance with the
Merger Agreement, and no material provision of the Merger Agreement shall have
been waived, amended, supplemented or otherwise modified in a manner that is
material and adverse to the Lenders without the consent of the Administrative
Agent.

            (c) Lien Searches. The Administrative Agent shall have received the
results of a recent Lien search in each of the jurisdictions where assets of
Parent, Holdings, the Borrower and its Subsidiaries are located (within the
meaning of the Uniform Commercial Code), and such search shall reveal no liens
on any of the assets of Parent, Holdings, the Borrower and its Subsidiaries,
except for liens permitted by Section 6.02 of the Restated Credit Agreement or
discharged on or prior to the Restatement Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

            (d) Closing Certificate. The Administrative Agent shall have
received a certificate of each Loan Party, dated the Restatement Effective Date
with appropriate insertions and attachments including the certificate of
incorporation of each Loan Party that is a corporation certified by the relevant
authority of the jurisdiction of organization of such Loan Party, and a long
form good standing certificate for each Loan Party from its jurisdiction of
organization.

            (e) Legal Opinions. The Administrative Agent shall have received the
legal opinion of Jones Day, counsel to the Borrower and its Subsidiaries,
covering such matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require.

            (f) Pledged Stock; Stock Powers; Pledged Notes. To the extent not
previously delivered, the Collateral Agent (or its agent) shall have received
(i) the certificates representing the shares of Capital Stock pledged pursuant
to the Collateral Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the Collateral Agent
pursuant to the Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.

                                      -2-
<PAGE>

            (g) Filings, Registrations and Recordings. Each document (including
any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by the Collateral Agent to be
filed, registered or recorded in order to create or maintain in favor of the
Collateral Agent, for the benefit of the Lenders, a perfected Lien on the
Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 6.02 of the
Restated Credit Agreement), shall have been executed and delivered (if
applicable) and be in proper form for filing, registering or recording.

            (h) Solvency Certificate. The Administrative Agent shall have
received a certificate of the chief financial officer of the Borrower certifying
as to the solvency of the Loan Parties, taken as a whole, on the Restatement
Effective Date.

            (i) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in Sections 3.02, 3.03(b), 3.18 and 3.19 of
the Restated Credit Agreement shall be true and correct in all material respects
(it being understood that, notwithstanding anything contained herein, the
Restated Credit Agreement or any other Loan Document to the contrary, no other
representations and warranties shall be made on the Restatement Effective Date).

            (j) Schedules to the Restated Credit Agreement. The Lenders shall
have received schedules to the Restated Credit Agreement in form and substance
reasonably satisfactory to it.

            5. The Lenders hereby confirm and agree that notwithstanding
anything contained in the Existing Credit Agreement to the contrary, (i) Parent
may enter into and perform its obligations under the Merger Agreement, (ii)
Parent may form and hold a subsidiary (the "Financing Subsidiary") for the
purpose of being the initial issuer of debt securities that will constitute New
Parent Notes (as defined in the Restated Credit Agreement) upon the merger of
the Financing Subsidiary with and into Parent in connection with the financing
of the Parent Acquisition and (iii) Parent or the Financing Subsidiary, as
applicable, is permitted to incur any Indebtedness created by such New Parent
Notes notwithstanding the PHD Issuance Conditions to the contrary and in
connection therewith may grant liens on the proceeds of such notes in favor of
the purchasers thereof and/or escrow agent to the extent such notes are closed
in escrow.

            6. This Agreement is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Existing Credit
Agreement or any other Loan Document.

            7. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

            8. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            9. RHD Corp. shall be a third party beneficiary of this Agreement.

                                      -3-
<PAGE>

                            [signature page follows]

                                      -4-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                    R.H. DONNELLEY CORPORATION for the purposes
                                    of Section 9,

                                        By: /s/ Robert J. Bush
                                            ---------------------------------
                                            Name: Robert J. Bush
                                            Title: Vice President, General
                                                     Counsel and Corporate
                                                     Secretary

               Signature Page to the Dex East Amendment Agreement

<PAGE>

                                        JPMORGAN CHASE BANK, N.A.,
                                        as Administrative Agent

                                        By: /s/ Peter B. Thauer
                                            -------------------------
                                            Name:  Peter B. Thauer
                                            Title: Vice President

               Signature Page to the Dex East Amendment Agreement

<PAGE>

                                                                         ANNEX A

================================================================================

                                CREDIT AGREEMENT

                                   dated as of

                                November 8, 2002,

                 as amended and restated as of ___________, 2006

                                      among

                                DEX MEDIA, INC.,

                              DEX MEDIA EAST, INC.,

                               DEX MEDIA EAST LLC,
                                  as Borrower,

                            The Lenders Party Hereto

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                           ---------------------------

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

                           ---------------------------

                      BEAR STEARNS CORPORATE LENDING INC.,
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                     GOLDMAN SACHS CREDIT PARTNERS, L.P. and
                               UBS SECURITIES LLC,
                           as Co-Documentation Agents

                           ---------------------------

          J.P. MORGAN SECURITIES INC. and WACHOVIA CAPITAL MARKETS LLC,
                   as Co-Lead Arrangers and Joint Bookrunners

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                 <C>
                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms....................................................     1
Section 1.02   Classification of Loans and Borrowings...........................    30
Section 1.03   Terms Generally..................................................    31
Section 1.04   Accounting Terms; GAAP...........................................    31

                                   ARTICLE II

                                   THE CREDITS

Section 2.01   Commitments......................................................    31
Section 2.02   Loans and Borrowings.............................................    32
Section 2.03   Requests for Borrowings..........................................    32
Section 2.04   Swingline Loans..................................................    33
Section 2.05   Letters of Credit................................................    34
Section 2.06   Funding of Borrowings............................................    34
Section 2.07   Interest Elections...............................................    34
Section 2.08   Termination and Reduction of Commitments.........................    34
Section 2.09   Repayment of Loans; Evidence of Debt.............................    34
Section 2.10   Amortization of Term Loans.......................................    34
Section 2.11   Prepayment of Loans..............................................    34
Section 2.12   Fees.............................................................    34
Section 2.13   Interest.........................................................    34
Section 2.14   Alternate Rate of Interest.......................................    34
Section 2.15   Increased Costs..................................................    34
Section 2.16   Break Funding Payments...........................................    34
Section 2.17   Taxes............................................................    34
Section 2.18   Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......    34
Section 2.19   Mitigation Obligations; Replacement of Lenders...................    34

                                ARTICLE III

                      REPRESENTATIONS AND WARRANTIES

Section 3.01   Organization; Powers.............................................    34
Section 3.02   Authorization; Enforceability....................................    34
Section 3.03   Governmental Approvals; No Conflicts.............................    34
Section 3.04   Financial Condition; No Material Adverse Change..................    34
Section 3.05   Properties.......................................................    34
Section 3.06   Litigation and Environmental Matters.............................    34
Section 3.07   Compliance with Laws and Agreements..............................    34
Section 3.08   Investment and Holding Company Status............................    34
Section 3.09   Taxes............................................................    34
Section 3.10   ERISA; Margin Regulations........................................    34
Section 3.11   Disclosure.......................................................    34
</TABLE>

<PAGE>

                                                                  Contents, p. 2

<TABLE>
<S>                                                                                 <C>
Section 3.12   Subsidiaries.....................................................    34
Section 3.13   Insurance........................................................    34
Section 3.14   Labor Matters....................................................    34
Section 3.15   Solvency.........................................................    34
Section 3.16   Senior Indebtedness..............................................    34
Section 3.17   Parent Acquisition...............................................    34
Section 3.18   Security Documents...............................................    34
Section 3.19   Liens............................................................    34
Section 3.20   No Burdensome Restrictions.......................................    34

                                   ARTICLE IV

                                   CONDITIONS

Section 4.01   Each Credit Event................................................    34

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section 5.01   Financial Statements and Other Information.......................    34
Section 5.02   Notices of Material Events.......................................    34
Section 5.03   Information Regarding Collateral.................................    34
Section 5.04   Existence; Conduct of Business...................................    34
Section 5.05   Payment of Obligations...........................................    34
Section 5.06   Maintenance of Properties........................................    34
Section 5.07   Insurance........................................................    34
Section 5.08   Casualty and Condemnation........................................    34
Section 5.09   Books and Records; Inspection and Audit Rights...................    34
Section 5.10   Compliance with Laws.............................................    34
Section 5.11   Use of Proceeds and Letters of Credit............................    34
Section 5.12   Additional Subsidiaries..........................................    34
Section 5.13   Further Assurances...............................................    34
Section 5.14   Interest Rate Protection.........................................    34
Section 5.15   Transition of Qwest Billing......................................    34

                                   ARTICLE VI

                               NEGATIVE COVENANTS

Section 6.01   Indebtedness; Certain Equity Securities..........................    34
Section 6.02   Liens............................................................    34
Section 6.03   Fundamental Changes..............................................    34
Section 6.04   Investments, Loans, Advances, Guarantees and Acquisitions........    34
Section 6.05   Asset Sales......................................................    34
Section 6.06   Sale and Leaseback Transactions..................................    34
Section 6.07   Swap Agreements..................................................    34
Section 6.08   Restricted Payments; Certain Payments of Indebtedness............    34
Section 6.09   Transactions with Affiliates.....................................    34
Section 6.10   Restrictive Agreements...........................................    34
</TABLE>

<PAGE>

                                                                  Contents, p. 3

<TABLE>
<S>                                                                                 <C>
Section 6.11   Change in Business...............................................    34
Section 6.12   Fiscal Year......................................................    34
Section 6.13   Amendment of Material Documents..................................    34
Section 6.14   Tax Payments.....................................................    34
Section 6.15   Interest Coverage Ratio..........................................    34
Section 6.16   [Reserved].......................................................    34
Section 6.17   Leverage Ratio...................................................    34
Section 6.18   Senior Secured Leverage Ratio....................................    34
Section 6.19   [Reserved].......................................................    34
Section 6.20   Collections, Funds and Permitted Investments.....................    34
Section 6.21   Parent Covenants.................................................    34
Section 6.22   Designation of Unrestricted Subsidiaries.........................    34
Section 6.23   Employee Outsourcing Arrangements................................    34
Section 6.24   Commingling of Accounts..........................................    34

                                   ARTICLE VII

                                EVENTS OF DEFAULT

                                  ARTICLE VIII

                                    THE AGENT

                                   ARTICLE IX

                                  MISCELLANEOUS

Section 9.01   Notices..........................................................    34
Section 9.02   Waivers; Amendments..............................................    34
Section 9.03   Expenses; Indemnity; Damage Waiver...............................    34
Section 9.04   Successors and Assigns...........................................    34
Section 9.05   Survival.........................................................    34
Section 9.06   Counterparts; Integration; Effectiveness.........................    34
Section 9.07   Severability.....................................................    34
Section 9.08   Right of Setoff..................................................    34
Section 9.09   Governing Law; Jurisdiction; Consent to Service of Process.......    34
Section 9.10   WAIVER OF JURY TRIAL.............................................    34
Section 9.11   Headings.........................................................    34
Section 9.12   Confidentiality..................................................    34
Section 9.13   Interest Rate Limitation.........................................    34
Section 9.14   Termination or Release...........................................    34
Section 9.15   USA Patriot Act..................................................    34
</TABLE>

<TABLE>
<CAPTION>
SCHEDULES:
----------
<S>                        <C>
Schedule 2.01     --       Commitments
Schedule 3.03     --       Governmental Approvals; No Conflicts
Schedule 3.05     --       Properties
</TABLE>

<PAGE>

                                                                  Contents, p. 4

<TABLE>
<S>                        <C>
Schedule 3.06     --       Disclosed Matters
Schedule 3.12     --       Subsidiaries
Schedule 3.13     --       Insurance
Schedule 6.01     --       Existing Indebtedness
Schedule 6.02     --       Existing Liens
Schedule 6.04     --       Existing Investments
Schedule 6.10     --       Existing Restrictions
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS:
---------
<S>                <C>
Exhibit A      --  Form of Assignment and Assumption
Exhibit B      --  Form of Guarantee and Collateral Agreement
Exhibit C      --  Form of Affiliate Subordination Agreement
Exhibit D      --  Form of Parent Pledge Agreement
</TABLE>

<PAGE>

            CREDIT AGREEMENT dated as of November 8, 2002, as amended and
restated as of ____________, 2006 (this "Agreement"), among DEX MEDIA, INC., a
Delaware corporation, DEX MEDIA EAST, INC., a Delaware corporation, DEX MEDIA
EAST LLC, a Delaware limited liability company, the LENDERS from time to time
party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent and
collateral agent for such lenders.

            The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Affiliate Subordination Agreement" means an Affiliate Subordination
Agreement substantially in the form of Exhibit C pursuant to which intercompany
obligations and advances owed by any Loan Party are subordinated to the
Obligations.

            "Agent" means JPMorgan Chase Bank, N.A., in its capacities as
Administrative Agent and/or Collateral Agent, and each of its Affiliates and
successors acting in any such capacity. The Administrative Agent may act on
behalf of or in place of any Person included in the "Agent".

            "Agreement to Amend and Restate" means the Agreement to Amend and
Restate, dated as of December 13, 2005, among RHD Corp. (for purposes of Section
9 thereof), the Administrative Agent and the lenders party thereto.

            "Allocable Net Proceeds" means, with respect to (i) any Equity
Issuance of the Parent, 42% of the Net Proceeds of such Equity Issuance and (ii)
any Damages Event, the Net Proceeds of that portion of any liquidated damage
payment pursuant to the Non-Competition Agreement or the Publishing Agreement,
or any payments in settlement of claims relating thereto, that is calculated
with reference to, or otherwise allocable to, the purchase price paid for the
East Acquisition. For purposes of determining

<PAGE>

                                                                               2

Allocable Net Proceeds, any costs and expenses deducted from gross proceeds
shall be allocated ratably to that portion of Net Proceeds representing
Allocable Net Proceeds and that portion not representing Allocable Net Proceeds.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus -1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

            "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the relative amounts
of the Revolving Exposures of the Revolving Lenders.

            "Applicable Rate" means, for any day (a) with respect to any Tranche
B Term Loan, 0.75% per annum, in the case of an ABR Loan, and 1.75% per annum,
in the case of a Eurodollar Loan, and (b) with respect to any ABR Loan or
Eurodollar Loan that is a Revolving Loan or a Tranche A Term Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "ABR Spread",
"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the
Leverage Ratio as of the most recent determination date:

<TABLE>
<CAPTION>
                                    ABR          Eurodollar      Commitment Fee
       Leverage Ratio:             Spread          Spread             Rate
       ---------------             ------        ----------      --------------
<S>                                <C>           <C>             <C>
         Category 1                 0.25%            1.25%            0.375%
 greater than or equal to
        3.75 to 1.00

         Category 2                  0.0%            1.00%            0.375%
 greater than or equal to
        2.75 to 1.00
but less than 3.75 to 1.00

         Category 3                  0.0%           0.875%            0.375%
  less than 2.75 to 1.00
</TABLE>

            For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; provided that
the Leverage Ratio shall be deemed to be greater than 3.75 to 1.00 (A) at any
time that an Event of Default has occurred and is continuing or (B) if the
Borrower fails to deliver the consolidated financial statements required to be
delivered by it pursuant to Section 5.01(a) or (b), during the period from the
expiration of the time for delivery thereof until such consolidated financial
statements are delivered.

            "Approved Fund" has the meaning assigned to such term in Section
9.04.

            "Arrangers" means J.P. Morgan Securities Inc. and Wachovia Capital
Markets LLC.

<PAGE>

                                                                               3

            "Asset Disposition" means (a) any sale, transfer or other
disposition (including pursuant to a sale and leaseback transaction but
excluding any sale of Securitization Assets pursuant to a Securitization) of any
property or asset of the Borrower or any Subsidiary and the receipt by the
Borrower or any Subsidiary Loan Party of any dividend or distribution from any
Unrestricted Subsidiary representing proceeds from the disposition by such
Unrestricted Subsidiary of assets outside the ordinary course of business or
from the sale of any Equity Interests in such Unrestricted Subsidiary, other
than (i) dispositions described in clauses (a), (b), (c), (d) and (e) of Section
6.05 and (ii) other dispositions and dividends or distributions resulting in
aggregate Net Proceeds not exceeding $10,000,000 during any fiscal year of the
Borrower, (b) any casualty or other insured damage to, or any taking under power
of eminent domain or by condemnation or similar proceeding of, any property or
asset of the Borrower or any Subsidiary, but only to the extent that the Net
Proceeds therefrom have not been applied to repair, restore or replace such
property or asset within 365 days after such event and (c) any transfer of
Securitization Assets in a Securitization (and any subsequent transfer of
Securitization Assets that results in any increase in the aggregate funded
amount of any Securitization over the greatest aggregate funded amount
previously outstanding thereunder), provided that a Prepayment Event shall only
exist with respect to a Securitization to the extent the aggregate funded amount
of all such Securitizations outstanding at the time of determination exceeds the
aggregate amount of prepayments of Term Loans previously made hereunder in
respect of Securitizations.

            "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Associated Employees" means employees of the Borrower or of the
Employee Company that provide substantial services to or for the benefit of the
West Borrower and its Subsidiaries and in respect of which the West Borrower
makes payments to the Borrower or the Employee Company pursuant to the Employee
Cost Sharing Agreement.

            "Attributable Debt" means, on any date, in respect of any lease of
Holdings, the Borrower or any Subsidiary entered into as part of a sale and
leaseback transaction subject to Section 6.06, (a) if such lease is a Capital
Lease Obligation, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP and (b) if
such lease is not a Capital Lease Obligation, the capitalized amount of the
remaining lease payments under such lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease
were accounted for as a Capital Lease Obligation.

            "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
ss.101 et seq.), as amended from time to time, and any successor statute.

            "Base QPI" means up to $750,000,000 of aggregate principal amount of
Qualifying Parent Indebtedness at any time outstanding.

            "Base RHD Indebtedness" means up to $2,650,000,000 of aggregate
principal amount of Indebtedness of RHD Corp. at any time outstanding.

            "Billing and Collection Agreement" means (a) prior to November 1,
2004, the Agreement for the Provision of Billing and Collection Services for
Directory Publishing Services dated as of November 8, 2002, between Qwest Corp.
and the Borrower and (b) after November 1, 2004, the Agreement for the Provision
of Billing and Collection Services for Directory Publishing Services dated as of
November 1, 2004, between Qwest Corp. and Parent.

<PAGE>

                                                                               4

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrower" means Dex Media East LLC, a Delaware limited liability
company, all of the Equity Interests of which are owned by Holdings.

            "Borrower Receivables" means the receivables of the Borrower or its
Subsidiaries subject to purchase by Qwest Corp. pursuant to the Billing and
Collection Agreement.

            "Borrower's Portion of Excess Cash Flow" means, with respect to
Excess Cash Flow in respect of any fiscal year (a) if the Leverage Ratio as of
the end of such fiscal year is less than 5.00 to 1.00, 100% of the amount of
such Excess Cash Flow and (b) otherwise, 50% of the amount of such Excess Cash
Flow.

            "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

            "Borrowing Request" means a request by the Borrower for a Borrowing
in accordance with Section 2.03.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Expenditures" means, for any period, without duplication,
the additions to property, plant and equipment and other capital expenditures of
the Borrower and its consolidated Subsidiaries for such period, determined in
accordance with GAAP.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Change in Control" means:

            (a) the acquisition of ownership, beneficially or of record, by any
      Person other than Holdings of any Equity Interest in the Borrower;

            (b) the acquisition of ownership, beneficially or of record, by any
      Person other than the Parent of any Equity Interest in Holdings;

            (c) the acquisition of ownership, beneficially or of record, by any
      Person other than RHD Corp. of any Equity Interest in the Parent;

            (d) occupation of a majority of the seats (other than vacant seats)
      on the Governing Board of the Parent or Holdings by Persons who were
      neither (i) nominated by the Governing Board of the Parent or Holdings or
      (ii) appointed by Persons so nominated;

<PAGE>

                                                                               5

            (e) the occurrence of a "Change of Control", as defined in the
      Senior Subordinated Debt Documents (but excluding any such Change of
      Control thereunder in connection with the consummation of the Parent
      Acquisition); or

            (f) the occurrence of a "Change of Control", as defined in the
      Senior Unsecured Debt Documents (but excluding any such Change of Control
      thereunder in connection with the consummation of the Parent Acquisition).

            "Change in Control Offers" means, in connection with or as a result
of the Parent Acquisition, the respective requirements of (a) Parent to offer to
repurchase the Existing Parent Notes and (b) the Borrower to offer to repurchase
the Senior Unsecured Notes and the Senior Subordinated Notes, in each case at a
premium to the outstanding principal amount thereof.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Tranche A Term Loans, Tranche B Term Loans or Swingline Loans.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral" means any and all "Collateral", as defined in any
Security Document, including any and all "Pledged Collateral" as defined in the
Parent Pledge Agreement.

            "Collateral Agent" means JPMorgan Chase Bank, N.A., in its capacity
as collateral agent for the Secured Parties.

            "Collateral Agreement" means the Guarantee and Collateral Agreement
among Holdings, the Borrower, the Subsidiary Loan Parties and the Agent,
substantially in the form of Exhibit B.

            "Collateral and Guarantee Requirement" means the requirement that:

            (a) the Agent shall have received from each Loan Party either (i) a
      counterpart of the Collateral Agreement duly executed and delivered on
      behalf of such Loan Party or (ii) in the case of any Person that becomes a
      Loan Party after the Restatement Effective Date, a supplement to the
      Collateral Agreement, in the form specified therein, duly executed and
      delivered on behalf of such Loan Party;

            (b) all outstanding Equity Interests of the Borrower and each
      Subsidiary owned by or on behalf of any Loan Party shall have been pledged
      pursuant to the Collateral Agreement (except that the Loan Parties shall
      not be required to pledge more than 65% of the outstanding voting Equity
      Interests of any Foreign Subsidiary that is not a Loan Party) and the
      Agent shall have received all certificates or other instruments
      representing such Equity Interests, together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank;

<PAGE>

                                                                               6

            (c) all Indebtedness of Holdings, the Borrower and each Subsidiary
      that is owing to any Loan Party shall be evidenced by a promissory note
      and shall have been pledged pursuant to the Collateral Agreement and the
      Agent shall have received all such promissory notes, together with note
      powers or other instruments of transfer with respect thereto endorsed in
      blank, and all such Indebtedness shall be subordinated to the Obligations
      pursuant to the Affiliate Subordination Agreement;

            (d) all documents and instruments, including Uniform Commercial Code
      financing statements, required by law or reasonably requested by the Agent
      to be filed, registered or recorded to create the Liens intended to be
      created by the Collateral Agreement (including any supplements thereto)
      and perfect such Liens to the extent required by, and with the priority
      required by, the Collateral Agreement, shall have been filed, registered
      or recorded or delivered to the Agent for filing, registration or
      recording;

            (e) the Agent shall have received (i) counterparts of any Mortgage
      required to be entered into after the Restatement Effective Date pursuant
      to Section 5.13 with respect to each Mortgaged Property duly executed and
      delivered by the record owner of such Mortgaged Property, (ii) a policy or
      policies of title insurance issued by a nationally recognized title
      insurance company insuring the Lien of each such Mortgage as a valid first
      Lien on the Mortgaged Property described therein, free of any other Liens
      except as expressly permitted by Section 6.02, together with such
      endorsements, coinsurance and reinsurance as the Agent or the Required
      Lenders may reasonably request, and (iii) such surveys, abstracts,
      appraisals, legal opinions and other documents as the Agent or the
      Required Lenders may reasonably request with respect to any such Mortgage
      or Mortgaged Property; and

            (f) each Loan Party shall have obtained all consents and approvals
      required to be obtained by it in connection with the execution and
      delivery of all Security Documents (or supplements thereto) to which it is
      a party, the performance of its obligations thereunder and the granting by
      it of the Liens thereunder.

            "Consolidated Cash Interest Expense" means, for any period, the
excess of (a) the sum of (i) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations) of Holdings, the Borrower and
the Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, plus (ii) any cash payments made during such period in
respect of obligations referred to in clause (b)(iii) below that were amortized
or accrued in a previous period, plus (iii) the amount of dividends paid by
Holdings during such period pursuant to Sections 6.08(a)(viii) and 6.08(a)(x),
plus (iv) to the extent not otherwise included in the interest expense of
Holdings, the Borrower and the Subsidiaries for such period, commissions,
discounts, yield, loss on sales and other fees and charges during such period in
connection with any Securitizations payable to any person other than Holdings,
the Borrower and the Subsidiaries, minus (b) the sum of (i) interest income of
Holdings, the Borrower and the Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP, plus (ii) to the extent included in
such consolidated interest expense for such period, amounts attributable to
amortization of financing costs, plus (iii) to the extent included in such
consolidated interest expense for such period, non-cash amounts attributable to
amortization of debt discounts or accrued interest payable in kind for such
period, plus (iv) to the extent included in such consolidated interest expense
for such period, amounts attributable to premiums paid, prepayment fees or
penalties related to the repayment of Indebtedness, plus (v) to the extent
included in the interest expense of Holdings, the Borrower and the Subsidiaries
for such period, any one time financing fees upon entering into any
Securitization. For purposes of the foregoing, interest expense of any Person
shall be determined after giving effect to any net payments made or received by
such Person with respect to interest rate Swap Agreements (other than early
termination payments).

<PAGE>

                                                                               7

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges or non-cash charges for such period (provided,
however, that any cash payment or expenditure made with respect to any such
non-cash charge shall be subtracted in computing Consolidated EBITDA during the
period in which such cash payment or expenditure is made), (v) restructuring and
synergy charges incurred during the fiscal periods ending on or prior to
December 31, 2007 in connection with the Parent Acquisition in an aggregate
amount not exceeding $40,000,000 and (vi) non-recurring charges consisting of
(A) severance costs associated with a restructuring, (B) payments of customary
investment and commercial banking fees and expenses, (C) cash premiums or
penalties payable in connection with the early extinguishment of Indebtedness
and (D) costs associated with the termination of projects to develop information
technology and software, and minus (b) without duplication and to the extent
included in determining such Consolidated Net Income, any extraordinary gains
and non-cash gains for such period, all determined on a consolidated basis in
accordance with GAAP. For purposes of calculating the Leverage Ratio and the
Senior Secured Leverage Ratio as of any date, if the Borrower or any
consolidated Subsidiary has made any Permitted Acquisition or sale, transfer,
lease or other disposition outside of the ordinary course of business of a
Subsidiary or of assets constituting a business unit, in each case as permitted
by Section 6.05, during the period of four consecutive fiscal quarters (a
"Reference Period") most recently ended on or prior to such date, Consolidated
EBITDA for the such Reference Period shall be calculated after giving pro forma
effect thereto, as if such Permitted Acquisition or sale, transfer, lease or
other disposition (and any related incurrence, repayment or assumption of
Indebtedness with any new Indebtedness being deemed to be amortized over the
applicable testing period in accordance with its terms) had occurred on the
first day of such Reference Period.

            "Consolidated Net Income" means, for any period, the net income or
loss, before the effect of the payment of any dividends in respect of preferred
stock, of Holdings, the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP (adjusted to reflect any charge,
tax or expense incurred or accrued by the Parent during such period as though
such charge, tax or expense had been incurred by the Borrower, to the extent
that Holdings or the Borrower has made or would be entitled under the Loan
Documents to make and intends to make any payment or dividend to or for the
account of the Parent in respect thereof (but without duplication of any such
charge, tax or expense in respect of which West Holdings or the West Borrower
has made or intends to make a payment or dividend to or for the account of the
Parent)); provided that there shall be excluded (a) the income of any Person
(other than the Borrower or a Subsidiary Loan Party) in which any other Person
(other than the Borrower or any Subsidiary Loan Party or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of the Subsidiary Loan Parties during such period,
and (b) the income or loss of any Person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary
or the date that such Person's assets are acquired by the Borrower or any
Subsidiary.

            "Contractual Obligation" means, as to any Person, any obligation of
such Person under any provision of any security issued by such Person or of any
agreement, undertaking, contract, indenture, mortgage, deed of trust or other
instrument, document or agreement to which such Person is a party or by which it
or any of its property is bound.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

<PAGE>

                                                                               8

            "Core Qwest Agreements" means the Publishing Agreement and the
Non-Competition Agreement.

            "Damages Event" means the receipt by the Parent, Holdings, the
Borrower or any Affiliate of the Parent of any payment made by Qwest Corp.,
Qwest or any Affiliate thereof (i) constituting liquidated damages or other
damages paid pursuant to, or as a result of the breach or asserted breach of
obligations under, any Core Qwest Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under any Core Qwest Agreement.

            "Debt Issuance" means the incurrence by Holdings, the Borrower or
any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section
6.01(a) (other than by clause (x) thereof).

            "Default" means any event or condition that constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Designated Equity Proceeds" means (a) Equity Proceeds received by
the Parent or Holdings and (b) Equity Proceeds received by Holdings representing
Net Proceeds from the issuance of Parent Non-Cash Pay Debt, which in each case
(i) not later than the date of receipt thereof by the Parent or Holdings are
designated as such by the Parent or Holdings, as applicable, pursuant to a
notice given to the Administrative Agent specifying the amount thereof and the
Designated Equity Proceeds Uses to which such Equity Proceeds will be applied
(and the respective amounts to be applied if multiple uses are specified), which
specification shall comply with the limitations set forth in the definition of
Designated Equity Proceeds Use, and, in the case of Equity Proceeds in respect
of Non-Cash Pay Preferred Stock or representing proceeds from the issuance of
Parent Non-Cash Pay Debt, attaching the certificate of designation, indenture,
or other operative document containing the terms and conditions of such Non-Cash
Pay Preferred Stock or Parent Non-Cash Pay Debt, as the case may be, and any
purchase or subscription agreement relating to the issuance and sale thereof,
and (ii) except for Designated Equity Proceeds specified to be applied to
general working capital needs, are, within 90 days of the date of receipt
thereof (or in the case of proceeds from Parent Non-Cash Pay Debt, from the date
of receipt thereof by the Parent) applied to the Designated Equity Proceeds Uses
specified in such notice in the amounts so specified. Any Equity Proceeds that
do not satisfy the foregoing requirements will be deemed Equity Proceeds (or
Allocable Net Proceeds, as applicable) in respect of which Section 2.11(c) will
apply, and in the case of any failure to satisfy the requirement in clause (ii)
of the immediately preceding sentence, will be deemed to have been received at
the time the 90-day period referred to therein expires. Notwithstanding the
foregoing, Designated Equity Proceeds (x) may include amounts dividended by
Holdings to the Parent pursuant to Section 6.08(a)(vii) which are thereafter
reinvested by the Parent in Equity Interests of Holdings and (y) shall not in
any event include Equity Proceeds received by the Parent which constitute
"Designated Equity Proceeds" as defined in, and for purposes of, the West Credit
Facilities.

            "Designated Equity Proceeds Use" means the application of Designated
Equity Proceeds (a) to consummate a Permitted Acquisition pursuant to Section
6.04(g), (b) to make an Investment pursuant to Section 6.04(d) or Section
6.04(n), (c) to provide additional working capital to the Borrower and its
Subsidiaries or (d) to make Capital Expenditures for additions to property,
plant and equipment of the Borrower and its Subsidiaries.

            "Designated Excess Cash Expenditures" means the use of the
Borrower's Portion of Excess Cash Flow in respect of any fiscal year (i) to make
Restricted Payments pursuant to Section 6.08(a)(v)(B) or (ii) to effect Optional
Repurchases of Indebtedness pursuant to Section 6.08(b)(vi).

<PAGE>

                                                                               9

            "Dex" means Qwest Dex, Inc., a Colorado corporation.

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Domestic Subsidiary" means any Subsidiary that is organized under
the laws of the United States of America or any State thereof or the District of
Columbia.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "East Acquisition" means the acquisition by the Borrower pursuant to
the East Acquisition Agreement of all of the Equity Interests of SGN LLC, a
Delaware limited liability company, and the other transactions contemplated by
the East Acquisition Agreement and the documents related thereto. Immediately
after such acquisition of SGN LLC, the Borrower was merged with and into SGN
LLC, which changed its name to "Dex Media East LLC".

            "East Acquisition Agreement" means the Purchase Agreement dated as
of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings LLC.

            "East Acquisition Agreement Recovery" means the receipt by the
Parent, Holdings, the Borrower or any Affiliate of the Parent of any payment
made by Qwest Corp., Qwest or any Affiliate thereof (x) (i) constituting damages
paid pursuant to, or as a result of the breach or asserted breach of obligations
under, the East Acquisition Agreement or (ii) representing amounts paid in
settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate
thereof has breached its obligations under the East Acquisition Agreement,
except, in each case, any such receipt of a payment that constitutes a Damages
Event or (y) constituting purchase price adjustments under the East Acquisition
Agreement.

            "East Allocable Share" means, with respect to any amount, 42% of
such amount.

            "Employee Company" means a limited purpose, bankruptcy remote
limited liability company to be established, if required by the provisions of
Section 6.23 , with at least 49% of the Equity Interests of which owned by
Holdings or a wholly owned subsidiary thereof and at least 49% of the Equity
Interests of which owned by West Holdings or a wholly owned subsidiary thereof,
with the remaining Equity Interests owned by Holdings or a wholly owned
subsidiary thereof, West Holdings or a wholly owned subsidiary thereof or the
Parent, the sole business of which will be (x) to employ substantially all
management and other employees conducting and providing services to (i)
businesses conducted by the Borrower or its subsidiaries or (ii) the West
Borrower or its subsidiaries and (y) to be compensated by the Borrower and the
West Borrower, on a current cost-recovery basis, for the out-of-pocket costs and
expenses (including salaries, bonus and benefit costs) of providing such
employees for the benefit of the Borrower and the West Borrower, as the case may
be, pursuant to the Employee Cost Sharing Agreement.

            "Employee Cost Sharing Agreement" means that certain Employee Cost
Sharing Agreement, dated as of December 31, 2003, by and among Dex Media
Services LLC, Parent, the Borrower and the West Borrower.

            "Environmental Laws" means all applicable federal, state, and local
laws (including common law), regulations, rules, ordinances, codes, decrees,
judgments, directives, orders (including consent orders), and binding agreements
with any Governmental Authority in each case, relating to protection of the
environment, natural resources, human health and safety or the presence, Release
of, or exposure to, Hazardous Materials, or the generation, manufacture,
processing, distribution, use, treatment,

<PAGE>

                                                                              10

storage, transport, recycling or handling of, or the arrangement for such
activities with respect to, Hazardous Materials.

            "Environmental Liability" means any liability, claim, action, suit,
judgment or order under or relating to any Environmental Law for any damages,
injunctive relief, losses, fines, penalties, fees, expenses (including
reasonable fees and expenses of attorneys and consultants) or costs, whether
contingent or otherwise, including those arising from or relating to: (a)
compliance or non-compliance with any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

            "Equipment Sale-Leaseback" means the transaction in which Qwest
Corp. will transfer ownership of certain information technology assets to a
third party and the Borrower will lease an undivided 50% interest in such
hardware from such third party.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person of whatever
nature, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.

            "Equity Issuance" means the issuance by Parent, Holdings, the
Borrower or any Subsidiary of any Equity Interests, or the receipt by Parent,
Holdings, the Borrower or any Subsidiary of any capital contribution, other than
(i) any such issuance of Equity Interests to, or receipt of any such capital
contribution from, the Parent, Holdings, the Borrower or a Subsidiary, (ii) any
such issuance of Equity Interests or any such receipt of capital contributions
to the extent the Net Proceeds therefrom constitute Designated Equity Proceeds
and (iii) any issuance of Equity Interests to, or receipt of any capital
contributions from, members of management of the Parent or its subsidiaries, in
each case, either directly or indirectly through the Parent.

            "Equity Proceeds" means the Net Proceeds received by the Parent or
Holdings from contributions to its common equity or from the issuance and sale
of its common Equity Interests or Non-Cash Pay Preferred Stock.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any

<PAGE>

                                                                              11

Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" has the meaning assigned to such term in Article
VII.

            "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

            (a) Consolidated Net Income for such fiscal year, adjusted to
      exclude any gains or losses attributable to Prepayment Events; plus

            (b) depreciation, amortization and other non-cash charges or losses
      deducted in determining such Consolidated Net Income for such fiscal year;
      plus

            (c) the sum of (i) the amount, if any, by which Net Working Capital
      decreased during such fiscal year plus (ii) the net amount, if any, by
      which the deferred income taxes of Holdings, the Borrower and its
      consolidated Subsidiaries increased during such fiscal year; minus

            (d) the sum of (i) any non-cash gains included in determining such
      Consolidated Net Income for such fiscal year plus (ii) the amount, if any,
      by which Net Working Capital increased during such fiscal year plus (iii)
      the net amount, if any, by which the deferred income taxes of Holdings,
      the Borrower and its consolidated Subsidiaries decreased during such
      fiscal year; minus

            (e) the sum of (i) Capital Expenditures for such fiscal year (except
      to the extent attributable to the incurrence of Capital Lease Obligations
      or otherwise financed by incurring Long-Term Indebtedness and except to
      the extent made with Net Proceeds in respect of Prepayment Events or
      Designated Equity Proceeds) plus (ii) cash consideration paid during such
      fiscal year to make acquisitions or other capital investments (other than
      Permitted Investments and except to the extent financed by incurring
      Long-Term Indebtedness); minus

            (f) the aggregate principal amount of Long-Term Indebtedness repaid
      or prepaid by Holdings, the Borrower and its consolidated Subsidiaries
      during such fiscal year, excluding (i) Indebtedness in respect of
      Revolving Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to
      Section 2.11(a), (c), (d) or (e), and (iii) repayments or prepayments of
      Long-Term Indebtedness financed by incurring other Long-Term Indebtedness;
      minus

            (g) the aggregate amount of cash dividends paid by Holdings to the
      Parent during such fiscal year pursuant to Sections 6.08(a)(vii),
      6.08(a)(viii) and 6.08(a)(x); minus

            (h) the aggregate amount of cash restructuring and synergy charges
      incurred during the fiscal periods ending on or prior to December 31, 2007
      in connection with the Parent Acquisition in an aggregate amount not
      exceeding $40,000,000.

<PAGE>

                                                                              12

            "Excluded Capital Expenditures" means (a) Capital Expenditures of
Holdings, the Borrower and the Subsidiaries in a cumulative aggregate amount not
exceeding $40,000,000 required to be made under the East Acquisition Agreement
and any other agreements directly relating to the East Acquisition and (b)
Capital Expenditures of Holdings, the Borrower and the Subsidiaries in a
cumulative aggregate amount not exceeding $30,000,000 in respect of the IT
Upgrade Project.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.17(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.17(e).

            "Existing Notes" means the Existing Parent Notes, the Senior
Unsecured Notes and the Senior Subordinated Notes.

            "Existing Parent Discount Notes" means 9.0% Senior Discount Notes of
Parent due 2013.

            "Existing Parent Notes" means the Existing Parent Discount Notes and
the Existing Parent Senior Notes.

            "Existing Parent Senior Notes" means 8.0% Senior Notes of Parent due
2013.

            "Existing Parent Senior Notes Indenture" means the Indenture, dated
as of November 10, 2003, under which the Existing Parent Senior Notes were
issued.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Covenants" means the covenants set forth in Sections
6.15, 6.17, and 6.18.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

            "Financing Transactions" means (a) the execution, delivery and
performance by the Parent and each Loan Party of the Loan Documents to which it
is to be a party, the borrowing of Loans, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder and (b) the execution,

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                                                                              13

delivery and performance by the Parent of the New Parent Note Documents to which
it is to be a party, the issuance of the New Parent Notes and the use of the
proceeds thereof.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

            "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

            "GAAP" means generally accepted accounting principles in the United
States of America.

            "Governing Board" means (a) the managing member or members or any
controlling committee of members of any Person, if such Person is a limited
liability company, (b) the board of directors of any Person, if such Person is a
corporation or (c) any similar governing body of any Person.

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

            "Guarantors" means Holdings and the Subsidiary Loan Parties.

            "Hazardous Materials" means (i) any petroleum products or byproducts
and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde
foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other
ozone-depleting substances; or (ii) any chemical, material, substance or waste
that is prohibited, limited or regulated by or pursuant to any applicable
Environmental Law.

            "Headquarters Sale-Leaseback" means the sale and leaseback of the
Borrower's headquarters facility located at 198 Inverness Drive West, Englewood,
Colorado.

            "Holdings" means Dex Media East, Inc., a Delaware corporation, all
of the Equity Interests of which are on the Restatement Effective Date, owned by
the Parent.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such

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                                                                              14

Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" means Taxes other than Excluded Taxes and Other
Taxes.

            "Information Memorandum" means the Confidential Information
Memorandum dated November 2005, as modified or supplemented prior to the
Restatement Effective Date, relating to the Borrower and the Parent Acquisition.

            "Initial Base QPI" means the Qualifying Parent Indebtedness existing
on the Restatement Effective Date and the New Parent Notes.

            "Installment Date" has the meaning assigned to such term in Section
2.10(a).

            "Interest Coverage Ratio" means, on any date, the ratio of (a)
Consolidated EBITDA to (b) Consolidated Cash Interest Expense for the period of
four consecutive fiscal quarters of the Borrower ended on such date.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.07.

            "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter if, at the time of
the relevant Borrowing, all Lenders participating therein agree to make an
interest period of such duration available), as the Borrower may elect;
provided, that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day

<PAGE>

                                                                              15

of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

            "Investment" means purchasing, holding or acquiring (including
pursuant to any merger with any Person that was not a Wholly Owned Subsidiary
prior to such merger) any Equity Interest, evidences of indebtedness or other
securities (including any option, warrant or other right to acquire any of the
foregoing) of, or making or permitting to exist any loans or advances (other
than commercially reasonable extensions of trade credit) to, guaranteeing any
obligations of, or making or permitting to exist any investment in, any other
Person, or purchasing or otherwise acquiring (in one transaction or a series of
transactions) any assets of any Person constituting a business unit. The amount,
as of any date of determination, of any Investment shall be the original cost of
such Investment (including any Indebtedness of a Person existing at the time
such Person becomes a Subsidiary in connection with any Investment and any
Indebtedness assumed in connection with any acquisition of assets), plus the
cost of all additions, as of such date, thereto and minus the amount, as of such
date, of any portion of such Investment repaid to the investor in cash or
property as a repayment of principal or a return of capital (including pursuant
to any sale or disposition of such Investment), as the case may be, but without
any other adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment. In determining the
amount of any Investment or repayment involving a transfer of any property other
than cash, such property shall be valued at its fair market value at the time of
such transfer.

            "IP License Agreement" means the Intercompany License Agreement
dated as of September 9, 2003, between the Parent, the Borrower and the West
Borrower.

            "Issuing Bank" means JPMorgan Chase Bank, N.A., in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

            "IT Upgrade Project" means the migration of the information
technology systems, software and platforms utilized by the Borrower and its
Subsidiaries in the operation of their businesses to a new platform.

            "LC Disbursement" means a payment made by the Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such
time.

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

            "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

<PAGE>

                                                                              16

            "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower ended on such date.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate screen (or on
any successor or substitute page of such service, or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided on such page of such service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

            "Loan Document Obligations" has the meaning assigned to such term in
the Collateral Agreement.

            "Loan Documents" means this Agreement and the Security Documents.

            "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

            "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.
For purposes of determining the Long-Term Indebtedness of Holdings, the Borrower
and the Subsidiaries, Indebtedness of Holdings, the Borrower or any Subsidiary
owed to Holdings, the Borrower or a Subsidiary shall be excluded.

            "Margin Stock" shall have the meaning assigned to such term in
Regulation U of the Board.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, prospects, assets, liabilities, financial condition or
results of operations of Holdings, the Borrower and the Subsidiaries, taken as a
whole or (b) any material rights of or benefits available to the Lenders under
any of the Loan Documents.

            "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of Holdings, the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $20,000,000. For purposes of

<PAGE>

                                                                              17

determining Material Indebtedness, the "principal amount" of the obligations of
Holdings, the Borrower or any Subsidiary in respect of any Swap Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Holdings, the Borrower or such Subsidiary would be required to
pay if such Swap Agreement were terminated at such time.

            "Material Subsidiary" means (i) any Securitization Vehicle and (ii)
any other Subsidiary, including its subsidiaries, which meets any of the
following conditions: (a) Holdings', the Borrower's and the other Subsidiaries'
investments in and advances to such Subsidiary exceed 5% of the consolidated
total assets of Holdings and the Subsidiaries as of the end of the most recently
completed fiscal year, (b) the consolidated assets of such Subsidiary exceed 5%
of the consolidated total assets of Holdings and the Subsidiaries as of the end
of the most recently completed fiscal year or (c) the consolidated pre-tax
income from continuing operations of such Subsidiary for the most recently ended
period of four consecutive fiscal quarters exceeds 5% of the consolidated
pre-tax income from continuing operations of Holdings and the Subsidiaries for
such period.

            "Merger" has the meaning assigned to such term in the definition of
"Parent".

            "Merger Agreement" means the Agreement and Plan of Merger, dated as
of October 3, 2005, among Parent, RHD Corp. and Merger Sub.

            "Merger Sub" has the meaning assigned to such term in the definition
of "Parent".

            "Moody's" means Moody's Investors Service, Inc.

            "Mortgage" means any mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
real property and improvements thereto to secure the Obligations delivered after
the Restatement Effective Date pursuant to Section 5.13. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

            "Mortgaged Property" means each parcel of real property and
improvements thereto owned by a Loan Party with respect to which a Mortgage is
granted pursuant to Section 5.13.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any debt instrument or equity security received as non-cash proceeds,
but only as and when received, (ii) in the case of a casualty, insurance
proceeds, and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses (including underwriting discounts and commissions and
collection expenses) paid or payable by the Parent, Holdings, the Borrower and
the Subsidiaries to third parties (including Affiliates, if permitted by Section
6.09) in connection with such event, (ii) in the case of a sale, transfer or
other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by the Parent, Holdings, the Borrower and
the Subsidiaries as a result of such event to repay Indebtedness (other than
Loans) secured by such asset or otherwise subject to mandatory prepayment as a
result of such event, and (iii) the amount of all taxes paid (or reasonably
estimated to be payable) by the Parent, Holdings, the Borrower and the
Subsidiaries (provided that such amounts withheld or estimated for the payment
of taxes shall, to the extent not utilized for the payment of taxes, be deemed
to be Net Proceeds received when such nonutilization is determined), and the
amount of any reserves established by the Parent, Holdings, the Borrower and the
Subsidiaries to fund contingent

<PAGE>

                                                                              18

liabilities reasonably estimated to be payable, in each case that are directly
attributable to such event (provided that any reversal of any such reserves will
be deemed to be Net Proceeds received at the time and in the amount of such
reversal), in each case as determined reasonably and in good faith by the chief
financial officer of the Borrower.

            "Net Working Capital" means, at any date, (a) the consolidated
current assets of Holdings, the Borrower and its consolidated Subsidiaries as of
such date (excluding cash, Permitted Investments and current deferred income
taxes) minus (b) the consolidated current liabilities of Holdings, the Borrower
and its consolidated Subsidiaries as of such date (excluding current liabilities
in respect of Indebtedness and current deferred income taxes). Net Working
Capital at any date may be a positive or negative number. Net Working Capital
increases when it becomes more positive or less negative and decreases when it
becomes less positive or more negative.

            "New Parent Note Documents" means the indenture under which the New
Parent Notes are issued and all other instruments, agreements and other
documents evidencing or governing the New Parent Notes.

            "New Parent Notes" means senior notes of Parent to be issued in
connection with the Parent Acquisition.

            "Non-Cash Pay Preferred Stock" means preferred stock or other
preferred securities or membership interests of Holdings or the Parent which (i)
are not mandatorily redeemable, in whole or part, or required to be repurchased
or reacquired, in whole or part, by (A) Holdings or the Parent (unless such
redemption is required only if and to the extent then permitted by this
Agreement) or (B) the Borrower or any Subsidiary, and which do not require any
payment of cash dividends or distributions, in each case, prior to the date that
is six months after the Tranche B Maturity Date, (ii) are not secured by any
assets of the Parent, Holdings, the Borrower or any Subsidiary, (iii) are not
guaranteed by Holdings, the Borrower or any Subsidiary and (iv) are not
exchangeable or convertible into Indebtedness of the Parent, Holdings, the
Borrower or any Subsidiary (other than Parent Non-Cash Pay Debt) or any
preferred stock or other Equity Interest (other than common equity of the Parent
or Non-Cash Pay Preferred Stock).

            "Non-Competition Agreement" means the Non-Competition and
Non-Solicitation Agreement dated as of the Original Closing Date, among the
Borrower, the West Borrower, Dex Holdings LLC, Qwest Corp., Qwest and Dex.

            "Obligations" has the meaning assigned to such term in the
Collateral Agreement.

            "Optional Repurchase" means, with respect to any outstanding
Indebtedness, any optional or voluntary repurchase, redemption or prepayment
made in cash of such Indebtedness, the related payment in cash of accrued
interest to the date of such repurchase, redemption or prepayment on the
principal amount of such Indebtedness repurchased, redeemed or prepaid, the
payment in cash of associated premiums (whether voluntary or mandatory) on such
principal amount and the cash payment of other fees and expenses incurred in
connection with such repurchase, redemption or prepayment.

            "Original Closing Date" means November 8, 2002.

            "Original Credit Agreement" means the Credit Agreement, dated as
November 8, 2002, as amended, among Parent, Holdings, the Borrower, JPMorgan
Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as administrative agent, and
others.

<PAGE>

                                                                              19

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

            "Parent" means Dex Media, Inc., a Delaware corporation. Immediately
upon consummation of the Parent Acquisition, Parent will be merged (the
"Merger") with and into Forward Acquisition Corp., a wholly owned Subsidiary of
RHD Corp. ("Merger Sub"), and the term "Parent" will thereafter mean the
surviving entity in the Merger, which will change its name to Dex Media, Inc.
Upon consummation of the Merger, Parent will be a wholly owned direct Subsidiary
of RHD Corp.

            "Parent Acquisition" means the acquisition of Parent by RHD Corp.
pursuant to the Merger Agreement, and the other transactions contemplated by the
Merger Agreement and the documents related thereto.

            "Parent Acquisition Effective Date" means the date upon which the
Parent Acquisition shall have been consummated pursuant to the Merger Agreement;
provided that, no material provision of the Merger Agreement shall have been
waived, amended, supplemented or otherwise modified in a manner adverse to the
Lenders without the consent of the Administrative Agent.

            "Parent Leverage Ratio" means the Consolidated Leverage Ratio (as
such term is defined in the Existing Parent Senior Notes Indenture as in effect
on the Restatement Effective Date without giving effect to any amendment or
modification thereto); provided however, that such leverage ratio shall be
computed without giving effect to the purchase method of accounting for the
purposes of this Agreement notwithstanding its computation for the purposes of
the Existing Parent Senior Notes Indenture.

            "Parent Non-Cash Pay Debt" means Indebtedness of the Parent which
(i) does not mature or amortize, and is not mandatorily redeemable, in whole or
in part, or required to be repurchased or reacquired, in whole or in part, by
the Parent (unless such redemption is required only if and to the extent then
permitted by this Agreement), and which does not require any payment of cash
interest, in each case prior to the date that is six months after the Tranche B
Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary and (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock).

            "Parent Pledge Agreement" means the Parent Pledge Agreement between
the Parent and the Agent, substantially in the form of Exhibit D.

            "Participant" has the meaning set forth in Section 9.04.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Perfection Certificate" means a certificate in the form of Exhibit
II to the Collateral Agreement or any other form approved by the Collateral
Agent.

            "Permitted Acquisitions" means any acquisition (by merger,
consolidation or otherwise) by the Borrower or a Subsidiary Loan Party of all or
substantially all the assets of, or all the Equity Interests in, a Person or
division or line of business of a Person, if (a) immediately after giving effect

<PAGE>

                                                                              20

thereto, no Default has occurred and is continuing or would result therefrom,
(b) such acquired Person is organized under the laws of the United States of
America or any State thereof or the District of Columbia and substantially all
the business of such acquired Person or business consists of one or more
Permitted Businesses and not less than 80% of the consolidated gross operating
revenues of such acquired Person or business for the most recently ended period
of twelve months is derived from domestic operations in the United States of
America, (c) each Subsidiary resulting from such acquisition (and which survives
such acquisition) other than any Foreign Subsidiary, shall be a Subsidiary Loan
Party and at least 80% of the Equity Interests of each such Subsidiary shall be
owned directly by the Borrower and/or Subsidiary Loan Parties and shall have
been (or within 10 Business Days (or such longer period as may be acceptable to
the Agent) after such acquisition shall be) pledged pursuant to the Collateral
Agreement (subject to the limitations of the pledge of Equity Interests of
Foreign Subsidiaries set forth in the definition of "Collateral and Guarantee
Requirement"), (d) the Collateral and Guarantee Requirement shall have been (or
within 10 Business Days (or such longer period as may be acceptable to the
Agent) after such acquisition shall be) satisfied with respect to each such
Subsidiary, (e) the Borrower and the Subsidiaries are in compliance, on a pro
forma basis after giving effect to such acquisition, with the Financial
Covenants, recomputed as of the last day of the most recently ended fiscal
quarter of the Borrower for which financial statements are available, as if such
acquisition had occurred on the first day of the relevant period for testing
compliance and (f) the Borrower has delivered to the Agent an officer's
certificate to the effect set forth in clauses (a), (b), (c), (d) and (e) above,
together with all relevant financial information for the Person or assets
acquired and reasonably detailed calculations demonstrating satisfaction of the
requirement set forth in clause (e) above.

            "Permitted Asset Swap" means any transfer of properties or assets by
the Borrower or any of its 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 Permitted Business; provided that (a) the
aggregate fair market value (as determined in good faith by the Governing Board
of the Borrower) of the property or assets being transferred by the Borrower or
such Subsidiary is not greater than the aggregate fair market value (as
determined in good faith by the Governing Board of the Borrower) of the property
or assets received by the Borrower or such Subsidiary in such exchange and (b)
the aggregate fair market value (as determined in good faith by the Governing
Board of the Borrower) of all property or assets transferred by the Borrower and
any of its Subsidiaries in any such transfer, together with the cumulative
aggregate fair market value of property or assets transferred in all prior
Permitted Asset Swaps, does not exceed 15% of the Borrower's consolidated net
revenues for the prior fiscal year.

            "Permitted Business" means the telephone and internet directory
services businesses and businesses reasonably related, incidental or ancillary
thereto and in the case of any Securitization Vehicle, Securitizations.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or are being
      contested in compliance with Section 5.05;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      landlord's, repairmen's and other like Liens imposed by law, arising in
      the ordinary course of business and securing obligations that are not
      overdue by more than 60 days or are being contested in compliance with
      Section 5.05;

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

<PAGE>

                                                                              21

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business;

            (e) judgment liens in respect of judgments or attachments that do
      not constitute an Event of Default under clause (j) of Article VII; and

            (f) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that are not substantial in amount and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Holdings Debt" means Indebtedness of Holdings which (i)
does not mature, and is not subject to mandatory repurchase, redemption or
amortization (other than pursuant to customary asset sale or change in control
provisions requiring redemption or repurchase only if and to the extent then
permitted by this Agreement), in each case, prior to the date that is six months
after the Tranche B Maturity Date, (ii) is not secured by any assets of
Holdings, the Borrower or any Subsidiary, (iii) is not Guaranteed by the
Borrower or any Subsidiary, (iv) is not exchangeable or convertible into
Indebtedness of Holdings (except other Permitted Holdings Debt), the Borrower or
any Subsidiary or any preferred stock or other Equity Interest (other than
common equity or Non-Cash Pay Preferred Stock of the Parent or Holdings,
provided that any such exchange or conversion, if effected, would not result in
a Change in Control) and (v) if subordinated, is subordinated to the Obligations
pursuant to a written instrument delivered, and reasonably satisfactory, to the
Administrative Agent or on terms substantially identical to (and no less
favorable in any significant respect to the Lenders than) the subordination
terms applicable to the Senior Subordinated Debt.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing or allowing for liquidation at the original par value
      at the option of the holder within one year from the date of acquisition
      thereof;

            (b) investments in commercial paper (other than commercial paper
      issued by the Parent, Holdings, the Borrower or any of their Affiliates)
      maturing within 270 days from the date of acquisition thereof and having,
      at such date of acquisition, the highest credit rating obtainable from S&P
      or from Moody's;

            (c) investments in certificates of deposit, banker's acceptances,
      time deposits or overnight bank deposits maturing within 180 days from the
      date of acquisition thereof issued or guaranteed by or placed with, and
      money market deposit accounts issued or offered by, any domestic office of
      any commercial bank organized under the laws of the United States of
      America or any State thereof which has a combined capital and surplus and
      undivided profits of not less than $500,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above; and

<PAGE>

                                                                              22

            (e) money market funds that (i) comply with the criteria set forth
      in Securities and Exchange Commission Rule 2a-7 under the Investment
      Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and
      (iii) have portfolio assets of at least $5,000,000,000.

            "Permitted Subordinated Indebtedness" means Indebtedness of the
Borrower which (i) does not mature, and is not subject to mandatory repurchase,
redemption or amortization (other than pursuant to customary asset sale or
change in control provisions requiring redemption or repurchase only if and to
the extent then permitted by this Agreement), in each case, prior to the date
that is six months after the Tranche B Maturity Date, (ii) is not secured by any
assets of Holdings, the Borrower or any Subsidiary, (iii) is not exchangeable or
convertible into Indebtedness of Holdings, the Borrower or any Subsidiary or any
preferred stock or other Equity Interest (other than common equity or Non-Cash
Pay Preferred Stock of the Parent or Holdings, provided that any such exchange
or conversion, if effected, would not result in a Change in Control) and (iv)
is, together with any Guarantee thereof by any Subsidiary (a "Permitted
Subordinated Guarantee"), subordinated to the Obligations pursuant to a written
instrument delivered, and reasonably satisfactory, to the Administrative Agent
or on terms substantially identical to (and no less favorable in any significant
respect to the Lenders than) the subordination terms applicable to the Senior
Subordinated Debt.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Prepayment Event" means any (a) Asset Disposition, (b) Equity
Issuance, (c) Debt Issuance or (d) Damages Event.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Pro Forma Compliance" means, with respect to any event, that
Holdings and the Borrower are in pro forma compliance with the Financial
Covenants recomputed as if the event with respect to which Pro Forma Compliance
is being tested had occurred on the first day of each relevant period with
respect to which current compliance with such Financial Covenants would be
determined (for example, in the case of Financial Covenants based on
Consolidated EBITDA, as if such event had occurred on the first day of the four
fiscal quarter period ending on the last day of the most recent fiscal quarter
in respect of which financial statements have been delivered pursuant to Section
5.01(a) or (b)).

            "Pro Forma Leverage Ratio" means, on any date, the ratio of (a)
Total Indebtedness as of such date (giving effect to any incurrence or repayment
of Indebtedness on such date, including as a result of any acquisition to be
consummated on such date) to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower most recently ended on or prior to
such date (calculated by giving pro forma effect to any material acquisitions or
dispositions consummated after the commencement of such period or to be
consummated on the calculation date as if such acquisitions or dispositions had
been consummated on the first day of such period).

<PAGE>

                                                                              23

            "Pro Forma RP Coverage Ratio" means, on the date of any Restricted
Payment proposed to be made pursuant to Section 6.08(a)(v)(B), the ratio of (a)
Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date minus the amount of such proposed
Restricted Payment and any other Restricted Payments made during such period
pursuant to Section 6.08(a)(v) to (b) Consolidated Cash Interest Expense for
such period.

            "Publishing Agreement" means the Publishing Agreement dated as of
the Original Closing Date among Dex Holdings LLC, the Borrower, the West
Borrower and Qwest Corp.

            "Put Financing" means the financing required to fund any purchases
of Existing Notes required to be made by the Parent or the Borrower, as the case
may be, pursuant to the Change in Control Offers.

            "Put Financing Indebtedness" means Indebtedness incurred pursuant to
any Put Financing.

            "Qualifying Parent Indebtedness" means Indebtedness of the Parent,
other than Parent Non-Cash Pay Debt and any Put Financing, which (i) does not
mature or amortize, and is not mandatorily redeemable, in whole or part, or
required to be repurchased or reacquired, in whole or part (unless such
redemption is required only if and to the extent then permitted by this
Agreement), in each case prior to the date that is six months after the Tranche
B Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the
Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or
any Subsidiary, (iv) is not exchangeable or convertible into Indebtedness of
Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity
Interest (other than common equity of the Parent or Non-Cash Pay Preferred
Stock) and (v) is issued solely for cash consideration and bears interest (which
may be payable in cash) at a fixed rate which represents a market rate of
interest for such Qualifying Parent Indebtedness at the time of its issuance.

            "QPI Issuance Conditions" means, with respect to any issuance of
Qualifying Parent Indebtedness, other than Initial Base QPI, the following
conditions:

            (a) at the time of such issuance, and after giving effect thereto,
      (i) no Default shall have occurred and be continuing, (ii) Holdings and
      the Borrower shall be in Pro Forma Compliance and (iii) Parent Leverage
      Ratio shall not exceed 6.50 to 1.0; and

            (b) at the time of such issuance, the Agent shall have received (i)
      copies of all indentures and other instruments evidencing or governing
      such Qualifying Parent Indebtedness, in each case certified by an
      executive officer of the Parent as being true, complete and correct, and
      (ii) a certificate of an executive officer of the Parent, dated the date
      of such issuance, confirming satisfaction of the applicable conditions set
      forth in clause (a) above and setting forth calculations, in reasonable
      detail, of Pro Forma Compliance and of the Parent Leverage Ratio referred
      to above.

            "Qwest" means Qwest Communications International Inc., a Delaware
corporation.

            "Qwest Corp." means Qwest Corporation, a Colorado corporation.

            "Qwest Services" means Qwest Services Corporation, a Colorado
corporation.

            "Refinancing Indebtedness" means Indebtedness issued or incurred
(including by means of the extension or renewal of existing Indebtedness) to
extend, renew or refinance existing Indebtedness

<PAGE>

                                                                              24

("Refinanced Debt"); provided that (i) such extending, renewing or refinancing
Indebtedness is in an original aggregate principal amount not greater than the
aggregate principal amount of, and unpaid interest on, the Refinanced Debt plus
the amount of any premiums paid thereon and fees and expenses associated
therewith, (ii) such Indebtedness has a later maturity and a longer weighted
average life than the Refinanced Debt, (iii) such Indebtedness bears a market
interest rate (as determined in good faith by the board of directors of the
Borrower) as of the time of its issuance or incurrence, (iv) if the Refinanced
Debt or any Guarantees thereof are subordinated to the Obligations, such
Indebtedness and Guarantees thereof are subordinated to the Obligations on terms
no less favorable in any significant respect to the holders of the Obligations
than the subordination terms of such Refinanced Debt or Guarantees thereof (and
no Loan Party that has not guaranteed such Refinanced Debt Guarantees such
Indebtedness), (v) such Indebtedness contains covenants and events of default
and is benefited by Guarantees (if any) which, taken as a whole, are determined
in good faith by the board of directors of the Borrower not to be materially
less favorable to the Lenders than the covenants and events of default of or
Guarantees (if any) in respect of such Refinanced Debt, (vi) if such Refinanced
Debt or any Guarantees thereof are secured, such Indebtedness and any Guarantees
thereof are either unsecured or secured only by such assets as secured the
Refinanced Debt and Guarantees thereof, (vii) if such Refinanced Debt and any
Guarantees thereof are unsecured, such Indebtedness and Guarantees thereof are
also unsecured, (viii) such Indebtedness is issued only by the issuer of such
Refinanced Indebtedness and (ix) the proceeds of such Indebtedness are applied
promptly (and in any event within 45 days) after receipt thereof to the
repayment of such Refinanced Debt.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the directors, officers, employees, agents, trustees,
Controlling Persons and advisors of such Person and of each of such Person's
Affiliates.

            "Release" means any actual or threatened release, spill, emission,
leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into or through the environment or within or upon any
building, structure, facility or fixture.

            "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

            "Required Percentage" has the meaning assigned to such term in
Section 2.11(c).

            "Requirement of Law" means, with respect to any Person, the charter
and by-laws or other organizational or governing documents of such Person, and
any law, rule or regulation (including Environmental Laws and ERISA) or order,
decree or other determination of an arbitrator or a court or other Governmental
Authority applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

            "Restatement Effective Date" has the meaning assigned to such term
in the Agreement to Amend and Restate.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation, termination or amendment of any Equity Interests in the Parent,
Holdings, the Borrower or any Subsidiary or of any

<PAGE>

                                                                              25

option, warrant or other right to acquire any such Equity Interests in the
Parent, Holdings, the Borrower or any Subsidiary.

            "Revolving Availability Period" means the period from but excluding
the Original Closing Date to but excluding the earlier of the Revolving Maturity
Date and the date of termination of the Revolving Commitments.

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Revolving Commitment, as applicable. The aggregate amount of the Lenders'
Revolving Commitments on June 16, 2005 was $100,000,000.

            "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure and Swingline Exposure at such time.

            "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

            "Revolving Loan" means a Loan made or continued pursuant to clause
(b) of Section 2.01.

            "Revolving Maturity Date" means November 8, 2008, or, if such day is
not a Business Day, the next preceding Business Day.

            "RHD Allocable Share" means, with respect to any amount, 35% of such
amount.

            "RHD Corp." means R.H. Donnelley Corporation, a Delaware
corporation.

            "RHD Inc." means R.H. Donnelley Inc., a Delaware corporation and a
wholly owned direct subsidiary of RHD Corp.

            "RHD Leverage Ratio" means the Leverage Ratio (as such term is
defined in the Indenture, dated as of January 14, 2005, under which the 6-7/8%
Senior Notes of RHD Corp. due 2013 were issued, as in effect on the Restatement
Effective Date without giving effect to any amendment or modification thereto).

            "S&P" means Standard & Poor's Ratings Group, Inc.

            "Secured Parties" has the meaning assigned to such term in the
Collateral Agreement.

            "Securitization" means any transaction or series of transactions
entered into by the Borrower or any Subsidiary pursuant to which the Borrower or
such Subsidiary, as the case may be, sells, conveys or otherwise transfers to a
Securitization Vehicle Securitization Assets of the Borrower or such Subsidiary
(or grants a security interest in such Securitization Assets transferred or
purported to be transferred to such Securitization Vehicle), and which
Securitization Vehicle finances the acquisition of

<PAGE>

                                                                              26

such Securitization Assets (i) with proceeds from the issuance of Third Party
Interests, (ii) with Sellers' Retained Interests or (iii) with proceeds from the
sale or collection of Securitization Assets previously purchased by such
Securitization Vehicle.

            "Securitization Assets" means any accounts receivable owed to or
owned by the Borrower or any Subsidiary (whether now existing or arising or
acquired in the future) arising in the ordinary course of business from the sale
of goods or services, all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in respect
of such accounts receivable, all proceeds of such accounts receivable and other
assets (including contract rights) which are of the type customarily transferred
in connection with securitizations of accounts receivable and which are sold,
transferred or otherwise conveyed by the Borrower or a Subsidiary to a
Securitization Vehicle in connection with a Securitization permitted by Section
6.05.

            "Securitization Vehicle" means a Person that is a direct wholly
owned Subsidiary or Unrestricted Subsidiary of the Borrower or of a Subsidiary
of the Borrower formed for the purpose of effecting one or more Securitizations
to which the Borrower or its Subsidiaries transfer Securitization Assets and
which, in connection therewith, issues Third Party Interests or Sellers'
Retained Interests; provided that such Securitization Vehicle shall engage in no
business other than the purchase of Securitization Assets pursuant to
Securitizations permitted by Section 6.05, the issuance of Third Party Interests
or other funding of such Securitizations and any activities reasonably related
thereto, and provided further that

            (x) no portion of the Indebtedness or any other obligations
      (contingent or otherwise) of such Securitization Vehicle (i) is guaranteed
      by the Borrower or any Subsidiary (excluding guarantees of obligations
      (other than the principal of and interest on Indebtedness) pursuant to
      Standard Securitization Undertakings), (ii) is recourse to or obligates
      the Borrower or any other Subsidiary of the Borrower in any way other than
      pursuant to Standard Securitization Undertakings, or (iii) subjects any
      property or asset of the Borrower or any other Subsidiary of the Borrower,
      directly or indirectly, contingently or otherwise, to the satisfaction
      thereof, other than pursuant to Standard Securitization Undertakings;

            (y) neither the Borrower nor any Subsidiary has any material
      contract, agreement, arrangement or understanding with such Securitization
      Vehicle other than on terms which the Borrower reasonably believes to be
      no less favorable to the Borrower or such Subsidiary than those that might
      be obtained at the time from Persons that are not Affiliates of the
      Borrower; and

            (z) neither the Borrower nor any Subsidiary has any obligation to
      maintain or preserve such Securitization Vehicle's financial condition or
      cause such Securitization Vehicle to achieve certain levels of operating
      results.

            "Security Documents" means the Collateral Agreement, the Parent
Pledge Agreement, the Mortgages and each other security agreement or other
instrument or document executed and delivered pursuant to Section 5.12 or 5.13
or pursuant to the Collateral Agreement to secure any of the Obligations.

            "Security Interests" has the meaning assigned to such term in the
Collateral Agreement.

            "Sellers' Retained Interests" means the debt or equity interests
held by the Borrower or any Subsidiary in a Securitization Vehicle to which
Securitization Assets have been transferred in a Securitization permitted by
Section 6.05, including any such debt or equity received in consideration for
the Securitization Assets transferred.

<PAGE>

                                                                              27

            "Senior Indebtedness" means at any time, Total Indebtedness at such
time, except (to the extent counted as Total Indebtedness) the Senior
Subordinated Debt, Permitted Subordinated Debt, Permitted Holdings Debt and any
other Indebtedness of Holdings not Guaranteed by the Borrower or any Subsidiary.

            "Senior Secured Indebtedness" means at any time, the principal
amount of all the Obligations and all other Senior Indebtedness, other than
unsecured Senior Indebtedness, in each case included in Total Indebtedness at
such time.

            "Senior Secured Leverage Ratio" means, on any date, the ratio of (a)
Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the
period of four consecutive fiscal quarters of the Borrower most recently ended
on or prior to such date.

            "Senior Subordinated Debt" means the Indebtedness represented by the
Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each
as defined in the Senior Subordinated Debt Documents), guarantees of Exchange
Notes and any replacement Exchange Notes).

            "Senior Subordinated Debt Documents" means the indenture under which
the Senior Subordinated Debt was issued and all other instruments, agreements
and other documents evidencing or governing the Senior Subordinated Debt or
providing for any Guarantee or other right in respect thereof.

            "Senior Subordinated Notes" means the Borrower's 12-1/8% Senior
Subordinated Notes due 2012 in an initial aggregate principal amount of
$525,000,000.

            "Senior Unsecured Debt" means the Indebtedness represented by the
Senior Unsecured Notes (including the Note Guarantees, Exchange Notes (each as
defined in the Senior Unsecured Debt Documents), guarantees of Exchange Notes
and any replacement Exchange Notes).

            "Senior Unsecured Debt Documents" means the indenture under which
the Senior Unsecured Debt was issued and all other instruments, agreements and
other documents evidencing or governing the Senior Unsecured Debt or providing
for any Guarantee or other right in respect thereof.

            "Senior Unsecured Notes" means the Borrower's 9-7/8% Senior Notes
due 2009 in an initial aggregate principal amount of $450,000,000.

            "Shared Services" means the centralized services utilizing the
Shared Services Assets and Operations which are provided by the Parent or RHD
Corp., as the case may be, or any of their respective subsidiaries to Permitted
Businesses conducted by the Borrower and its Subsidiaries, the West Borrower and
its subsidiaries (including any "unrestricted subsidiaries" permitted by the
West Credit Facilities) and/or Unrestricted Subsidiaries in accordance with the
provisions of Section 6.21(c).

            "Shared Services Assets and Operations" means (a) the information
technology assets and related operations and (b) the general administrative and
corporate level services and related assets, in each case that are owned and
operated by the Parent or RHD Corp., as the case may be, or any of their
respective subsidiaries and used to provide centralized services with respect to
Permitted Businesses conducted by (i) RHD Corp. and its subsidiaries, (ii) the
Borrower and its subsidiaries, (iii) the West Borrower and its subsidiaries
(including any unrestricted subsidiaries permitted by the West Credit
Facilities) and (iv) any Unrestricted Subsidiaries permitted hereunder.

            "Shared Services Payments" means payments by the Borrower and its
Subsidiaries in cash to the Parent or RHD Corp., as the case may be, in respect
of the provision by the Parent or RHD

<PAGE>

                                                                              28

Corp. or any of their respective subsidiaries (other than Holdings, RHD Inc. or
any of their respective subsidiaries) to the Borrower and its subsidiaries of
Shared Services; provided, however, that all such payments shall be made solely
to reimburse the Parent or RHD Corp., as the case may be, for those actual cash
costs (including accrued costs payable by the Parent, RHD Corp. or any of their
respective subsidiaries (other than Holdings, RHD Inc. or any of their
respective subsidiaries) in cash within the 30-day period after receipt of a
Shared Services Payment) associated with the Shared Services Assets and
Operations that are directly attributable or otherwise allocable to the
provision of such services to the Borrower and its Subsidiaries (it being
understood that to the extent that any of the costs of such services cannot be
clearly allocated as between the Borrower and its Subsidiaries, on the one hand,
and the West Borrower and its subsidiaries, RHD Inc. and its subsidiaries or
Unrestricted Subsidiaries, on the other hand, such costs shall be allocated on a
fair and reasonable basis).

            "Standard Securitization Undertakings" means representations,
warranties, covenants, indemnities and guarantees of performance entered into by
the Borrower or any Subsidiary which the Borrower has determined in good faith
to be customary in a Securitization, including those relating to the servicing
of the assets of a Securitization Vehicle.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, Controlled or held by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.

            "Subsidiary" means (a) any subsidiary of Holdings on the Restatement
Effective Date, including the Borrower, and (b) each subsidiary of Holdings
organized or acquired after the Restatement Effective Date that has not been
designated as an Unrestricted Subsidiary in accordance with the provisions of
Section 6.22.

            "Subsidiary Loan Party" means any Subsidiary other than the Borrower
that is not (x) a Foreign Subsidiary or (y) a Securitization Vehicle.

            "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments

<PAGE>

                                                                              29

only on account of services provided by current or former directors, officers,
employees or consultants of the Borrower or the Subsidiaries shall be a Swap
Agreement.

            "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the total
Swingline Exposure at such time.

            "Swingline Lender" means JPMorgan Chase Bank, N.A. in its capacity
as lender of Swingline Loans hereunder.

            "Swingline Loan" means a Loan made pursuant to Section 2.04.

            "Tax Payments" means payments in cash in respect of Federal, state
and local (i) income, franchise and other similar taxes and assessments imposed
on (or measured by) net income which are paid or payable by or on behalf of the
Borrower and its Subsidiaries or which are directly attributable to (or arising
as a result of) the operations of the Borrower and its Subsidiaries and (ii)
taxes which are not determined by reference to income, but which are imposed on
a direct or indirect owner of the Borrower as a result of such owner's ownership
of the equity of the Borrower (such taxes in clauses (i) and (ii), "Applicable
Taxes").

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Term Loans" means Tranche A Term Loans and Tranche B Term Loans.

            "Territories" means the states of Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota and the metropolitan
statistical area of El Paso, Texas.

            "Third Party Interests" means, with respect to any Securitization,
notes, bonds or other debt instruments, beneficial interests in a trust,
undivided ownership interests in receivables or other securities issued for cash
consideration by the relevant Securitization Vehicle to banks, financing
conduits, investors or other financing sources (other than Holdings and the
Subsidiaries) the proceeds of which are used to finance, in whole or in part,
the purchase by such Securitization Vehicle of Securitization Assets in a
Securitization. The amount of any Third Party Interests shall be deemed to equal
the aggregate principal, stated or invested amount of such Third Party Interests
which are outstanding at such time.

            "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of Holdings, the Borrower and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP;
provided that, the amount of such Indebtedness shall be without regard to the
effects of purchase method of accounting requiring that the amount of such
Indebtedness be valued at its fair market value instead of its outstanding
principal amount.

            "Tranche A Lender" means a Lender with an outstanding Tranche A Term
Loan.

            "Tranche A Maturity Date" means November 8, 2008, or, if such day is
not a Business Day, the next preceding Business Day.

            "Tranche A Term Loan" means a "Tranche A Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
Section 2.01(a).

<PAGE>

                                                                              30

            "Tranche B Lender" means a Lender with an outstanding Tranche B Term
Loan.

            "Tranche B Maturity Date" means May 8, 2009, or, if such day is not
a Business Day, the next preceding Business Day.

            "Tranche B Term Loan" means a "Tranche B Term Loan" outstanding
hereunder prior to the Restatement Effective Date and continued as such pursuant
to Section 2.01(a).

            "Transactions" means the Parent Acquisition and the Financing
Transactions.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

            "Unrestricted Subsidiary" means any subsidiary of Holdings that has
been designated as an Unrestricted Subsidiary by Holdings pursuant to and in
compliance with Section 6.22. No Unrestricted Subsidiary may own any Equity
Interests of the Borrower, a Subsidiary or West Holdings or any of its
subsidiaries (other than an "unrestricted subsidiary" of West Holdings pursuant
to the West Credit Agreement).

            "West Allocable Share" means, with respect to any amount, 58% of
such amount.

            "West Borrower" means Dex Media West LLC, a Delaware limited
liability company, which is a subsidiary of West Holdings.

            "West Credit Agreement" means the Credit Agreement, dated as of
September 9, 2003, as amended and restated as of the date hereof, among the
Parent, West Holdings, the West Borrower, various lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.

            "West Credit Facilities" means the West Credit Agreement and the
guarantee, security and other agreements entered into in connection with and
defined as "Loan Documents" in the West Credit Agreement.

            "West Entities" means West Holdings, the West Borrower and their
subsidiaries.

            "West Holdings" means Dex Media West, Inc., a Delaware corporation
and a subsidiary of the Parent.

            "West Territories" means Arizona, Idaho, Montana, Oregon, Utah,
Washington and Wyoming.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            Section 1.02 Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

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                                                                              31

            Section 1.03 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. Any reference made
in this Agreement or any other Loan Document to any consolidated financial
statement or statements of Holdings, the Borrower and the Subsidiaries means
such financial statement or statements prepared on a combined basis for
Holdings, the Borrower and the Subsidiaries pursuant to GAAP and accounting for
any Unrestricted Subsidiary on an unconsolidated basis as investments, not
utilizing the equity method.

                                   ARTICLE II

                                   THE CREDITS

            Section 2.01 Commitments. (a) Subject to the terms and conditions
set forth herein, on the Restatement Effective Date, each Lender agrees to
continue any outstanding Term Loans, if any, made by it under the Original
Credit Agreement, each continued Term Loan to constitute a Tranche A Term Loan
or Tranche B Term Loan to the extent so constituted under the Original Credit
Agreement and to remain subject to the same Interest Period applicable to them
immediately prior to the Restatement Effective Date.

            (b) Subject to the terms and conditions set forth herein, each
Lender agrees to make (or, with respect to Revolving Loans outstanding on the
Restatement Effective Date, continue) Revolving Loans to the Borrower from time
to time during the Revolving Availability Period in an aggregate principal
amount that will not (after giving effect to any concurrent use of the proceeds
thereof to repay Swingline Loans or LC Disbursements) result in such Lender's
Revolving Exposure exceeding such Lender's Revolving Commitment. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.

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                                                                              32

            (c) Amounts repaid in respect of Term Loans may not be reborrowed.

            Section 2.02 Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

            (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR
Loan.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments or that is required
to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $1,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of
15 Eurodollar Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, Tranche A Maturity Date or Tranche B Maturity
Date, as applicable.

            Section 2.03 Requests for Borrowings. To request funding of a
Revolving Borrowing or Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

            (i) whether the requested Borrowing is to be a Revolving Borrowing,
      Tranche A Term Borrowing or Tranche B Term Borrowing;

            (ii) the aggregate amount of such Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) subject to the proviso to the fourth sentence of Section
      2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurodollar
      Borrowing;

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                                                                              33

            (v) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period"; and

            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

            Section 2.04 Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 2:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan
or Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever; provided that no
Lender shall be required to acquire a participation in any Swingline Loan to the
extent that doing so would cause the Revolving Exposure of such Lender to exceed
such Lender's Revolving Commitment. Each Revolving Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds,
in the same manner as provided in Section 2.06 with respect to Loans made by
such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline

<PAGE>

                                                                              34

Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to the Borrower for any
reason. The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.

            Section 2.05 Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account or the account of any Subsidiary, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank on
the Original Closing Date and, at any time and from time to time thereafter
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration

<PAGE>

                                                                              35

and in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever; provided that no Lender shall be required to acquire a
participation in any Letter of Credit to the extent that doing so would cause
the Revolving Exposure of such Lender to exceed such Lender's Revolving
Commitment.

            (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
(whether or not the conditions in Section 4.01 are satisfied or a Default
exists) each of the Administrative Agent and the Borrower shall have the
absolute and unconditional right to require that such payment be financed with
an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrower, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
strictly with the terms of such Letter of Credit, or (iv)

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                                                                              36

any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Borrower's obligations hereunder. None of the Administrative Agent, the Lenders,
the Issuing Bank or any of their Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the provisions of
this Section 2.05(f) shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

            (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor

<PAGE>

                                                                              37

or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

            (j) Cash Collateralization. If any Event of Default under clauses
(a), (b), (h) or (i) of Article VII shall occur and be continuing or if the
Loans have been accelerated pursuant to Article VII as a result of any other
Event of Default, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. The Borrower also shall
deposit cash collateral pursuant to this paragraph as and to the extent required
by Section 2.11(b). Each such deposit under this Section or Section 2.11(b)
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement, and the
Borrower hereby grants to the Agent, for the benefit of the Secured Parties, a
security interest in all funds and investments from time to time in such
account, and in the proceeds thereof, to secure the Obligations. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
under this Section 2.05(j) as a result of the occurrence of an Event of Default
specified above, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after the applicable Events
of Default have been cured or waived. If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower as and to
the extent that, after giving effect to such return, the Borrower would remain
in compliance with Section 2.11(b) and no Default shall have occurred and be
continuing.

            Section 2.06 Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans and Swingline Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be
remitted by the Administrative Agent to the Issuing Bank.

<PAGE>

                                                                              38

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

            Section 2.07 Interest Elections. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

            (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

<PAGE>

                                                                              39

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

            Section 2.08 Termination and Reduction of Commitments. (a) The
Revolving Commitments shall terminate on the Revolving Maturity Date.

            (b) The Borrower may at any time, without premium or penalty,
terminate, or from time to time reduce, the Revolving Commitments; provided that
(i) each reduction of the Revolving Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if, after
giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.11, the sum of the Revolving Exposures would exceed the total
Revolving Commitments.

            (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Commitments under paragraph (b) of
this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Revolving
Commitments shall be permanent. Each reduction of the Revolving Commitments
shall be made ratably among the Lenders in accordance with their respective
Revolving Commitments.

            Section 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Term
Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that
were outstanding on the date such Borrowing was requested.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by

<PAGE>

                                                                              40

such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form reasonably satisfactory to the Administrative Agent. Such
promissory note shall state that it is subject to the provisions of this
Agreement. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

            Section 2.10 Amortization of Term Loans. (a) Subject to adjustment
pursuant to paragraph (d) of this Section 2.10, the Borrower shall repay Tranche
A Term Borrowings on each date set forth below in an amount equal to the
percentage of the aggregate principal amount of the Tranche A Loans continued on
the Restatement Effective Date set forth opposite such date (each such date
being called an "Installment Date"):

<TABLE>
<CAPTION>
                                              Percentage of
                                             Principal Amount
         Date                                  to be Repaid
-----------------------                      ----------------
<S>                                          <C>
March 31, 2006                                   6.92258%
June 30, 2006                                    6.92258%
September 30, 2006                               6.92258%
December 31, 2006                                6.92258%
March 31, 2007                                   7.26938%
June 30, 2007                                    7.26938%
September 30, 2007                               7.26938%
December 31, 2007                                7.26938%
March 31, 2008                                  10.80804%
June 30, 2008                                   10.80804%
September 30, 2008                              10.80804%
Tranche A Maturity Date                         10.80804%
</TABLE>

            (b) Subject to adjustment pursuant to paragraph (d) of this Section
2.10, the Borrower shall repay Tranche B Borrowings on each date set forth below
in an amount equal to the percentage of
<PAGE>

                                                                              41
the aggregate principal amount of Tranche B Term Loans continued on the
Restatement Effective Date set forth opposite such date:

<TABLE>
<CAPTION>
                             Percentage of
                           Principal Amount
      Date                   to be Repaid
-----------------------    -----------------
<S>                        <C>
March 31, 2006                  1.04167%
June 30, 2006                   1.04167%
September 30, 2006              1.04167%
December 31, 2006               1.04167%
March 31, 2007                  1.04167%
June 30, 2007                   1.04167%
September 30, 2007              1.04167%
December 31, 2007               1.04167%
March 31, 2008                  1.04167%
June 30, 2008                   1.04167%
September 30, 2008             20.83333%
December 31, 2008              20.83333%
March 31, 2009                 23.43750%
Tranche B Maturity Date        24.47917%
</TABLE>

            (c) To the extent not previously paid, (i) all Tranche A Term Loans
shall be due and payable on the Tranche A Maturity Date and (ii) all Tranche B
Term Loans shall be due and payable on the Tranche B Maturity Date.

            (d) Any mandatory or optional prepayment of a Term Borrowing of
either Class shall be applied to reduce the subsequent scheduled repayments of
the Term Borrowings of such Class to be made pursuant to this Section ratably.

            (e) Prior to any repayment of any Term Borrowings of either Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment. Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

            Section 2.11 Prepayment of Loans. The Borrower shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
without premium or penalty (but subject to Section 2.16), in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 (or $500,000 or more, in the case of Swingline Loans) or, if less,
the amount outstanding, subject to the requirements of this Section.

            (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrower shall prepay
Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are
outstanding, deposit cash collateral in an account with the Administrative Agent
pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

            (c) In the event and on each occasion that any Net Proceeds (other
than any Net Proceeds from (i) the issuance of the New Parent Notes and (ii) any
Put Financing) are received by or on behalf of the Parent, Holdings, the
Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower

<PAGE>

                                                                              42

shall, not later than the Business Day next after the date on which such Net
Proceeds are received, prepay Term Borrowings in an aggregate amount equal to
the Required Percentage of such Net Proceeds or, in the case of an Equity
Issuance by the Parent or a Damages Event, the Required Percentage of the
Allocable Net Proceeds of such Prepayment Event; provided that, in the case of
any Asset Disposition, if the Borrower shall deliver to the Administrative Agent
a certificate of a Financial Officer to the effect that the Borrower or a
Subsidiary intends to apply the Net Proceeds from such event (or a portion
thereof specified in such certificate), within 365 days after receipt of such
Net Proceeds, to acquire real property, equipment or other assets to be used in
the business of the Borrower or such Subsidiaries or to fund a Permitted
Acquisition in accordance with the terms of Section 6.04, and certifying that no
Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Proceeds in respect of such
event (or the portion of such Net Proceeds specified in such certificate, if
applicable) except to the extent of any such Net Proceeds therefrom that have
not been so applied by the end of such 365-day period, at which time a
prepayment shall be required in an amount equal to such Net Proceeds that have
not been so applied. For purposes hereof, "Required Percentage" shall mean: (i)
in the case of an Asset Disposition or a Damages Event, 100%; (ii) in the case
of a Debt Issuance, (A) if on the date of the relevant issuance, the Pro Forma
Leverage Ratio is greater than 4.0 to 1.0, 100% or (B) if on the date of the
relevant issuance, the Pro Forma Leverage Ratio is less than or equal to 4.0 to
1.0, 0% (it being understood that a portion of such Net Proceeds from a Debt
Issuance may be applied so as to reduce such Pro Forma Leverage Ratio to less
than 4.0 to 1.0, and that the Required Percentage for the remainder of such Net
Proceeds shall be 0%); and (iii) in the case of an Equity Issuance, (A) if on
the date of the relevant prepayment, the Pro Forma Leverage Ratio is greater
than 4.0 to 1.0, 50% or (B) on the date of the relevant prepayment, the Pro
Forma Leverage Ratio is less than or equal to 4.0 to 1.0, 0% (it being
understood that a portion of such Net Proceeds from an Equity Issuance may be
applied so as to reduce such Pro Forma Leverage Ratio to less than 4.0 to 1.0,
and that the Required Percentage for the remainder of such Net Proceeds shall be
0%).

            (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 2004, the Borrower will
prepay Term Borrowings in an aggregate amount equal to (i) 50% of Excess Cash
Flow for such fiscal year less (ii) any voluntary prepayments of Term Loans made
pursuant to Section 2.11(a) during such fiscal year; provided that, with respect
to each such fiscal year ending on or after December 31, 2005, no such
prepayment of Term Borrowings shall be required if the Leverage Ratio as of the
end of such fiscal year is less than 5.0 to 1.0. Each prepayment pursuant to
this paragraph shall be made on or before the date on which financial statements
are delivered pursuant to Section 5.01 with respect to the fiscal year for which
Excess Cash Flow is being calculated (and in any event within 100 days after the
end of such fiscal year).

            (e) In the event and on each occasion that any Optional Repurchase
is made pursuant to Section 6.08(b)(vii)(y), the Borrower shall on the last day
of each fiscal quarter prepay Term Borrowings in an aggregate amount equal to
the aggregate amounts expended on such Optional Repurchases during such fiscal
quarter; provided, however, that if the amount expended on any such Optional
Repurchase when taken together with the aggregate amounts expended on all other
such Optional Repurchases in respect of which a prepayment of Term Borrowings
has not yet been made under this paragraph (e) (the "Cumulative Amount") is
greater than $20,000,000, the Borrower shall prepay Term Borrowings in an
aggregate amount equal to the Cumulative Amount not later than the date on which
such Optional Repurchase is made.

            (f) Prior to any optional or, subject to Sections 2.11(c), (d) and
(e), mandatory prepayment of Borrowings hereunder, the Borrower shall select the
Borrowing or Borrowings to be prepaid and shall specify such selection in the
notice of such prepayment pursuant to paragraph (g) of this Section. In the
event of any optional or mandatory prepayment of Term Borrowings made at a time
when Term Borrowings of more than one Class remain outstanding, the Borrower
shall select Term Borrowings

<PAGE>

                                                                              43

to be prepaid so that the aggregate amount of such prepayment is allocated
between the Tranche A Term Borrowings and Tranche B Term Borrowings pro rata
based on the aggregate principal amount of outstanding Borrowings of each such
Class; provided that, so long as and to the extent that any Tranche A Term
Borrowings remain outstanding, any Tranche B Lender may elect, by notice to the
Administrative Agent by telephone (confirmed by telecopy) at least one Business
Day prior to the prepayment date, to decline all or any portion of any
prepayment of its Tranche B Term Loans pursuant to this Section (other than an
optional prepayment pursuant to paragraph (a) of this Section, which may not be
declined), in which case the aggregate amount of the prepayment that would have
been applied to prepay Tranche B Term Loans but was so declined shall be applied
to prepay Tranche A Term Borrowings.

            (g) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 2:00 p.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 2:00 p.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 3:00 p.m., New York City time, on
the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date, the principal amount of each Borrowing or portion thereof
to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment; provided that, if a notice of
optional prepayment is given in connection with a conditional notice of
termination of the Revolving Commitments as contemplated by Section 2.08, then
such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest and other
amounts to the extent required by Sections 2.13 and 2.16.

            Section 2.12 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the daily unused amount of each
Revolving Commitment of such Lender during the period from and including the
Original Closing Date to but excluding the date on which such Revolving
Commitment terminates. Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the
dates on which such Revolving Commitments terminate, commencing on the first
such date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

            (b) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate from time to time in effect for purposes of determining the interest rate
applicable to Eurodollar Revolving Loans on the daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Original Closing Date to
but excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of
0.125% per annum on the

<PAGE>

                                                                              44

average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Original Closing Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable in arrears on the third Business Day following such
last day; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on
which the Revolving Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

            (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

            Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.

            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

<PAGE>

                                                                              45

            Section 2.14 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate for such Interest
      Period; or

            (b) the Administrative Agent is advised by the Required Lenders that
      the Adjusted LIBO Rate for such Interest Period will not adequately and
      fairly reflect the cost to such Lenders of making or maintaining their
      Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing; provided, however, that, in the
case of a notice received pursuant to clause (b) above, if the Administrative
Agent is able prior to the commencement of such Interest Period to ascertain,
after using reasonable efforts to poll the Lenders giving such notice, that a
rate other than the Alternate Base Rate would adequately and fairly reflect the
cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period, the Administrative Agent shall notify the
Borrower of such alternate rate and the Borrower may agree by written notice to
the Agent prior to the commencement of such Interest Period to increase the
Applicable Rate for the Loans included in such Borrowing for such Interest
Period to result in an interest rate equal to such alternate rate, in which case
such increased Applicable Rate shall apply to all the Eurodollar Loans included
in the relevant Borrowing.

            Section 2.15 Increased Costs. (a) If any Change in Law (except with
respect to Taxes, which shall be governed by Section 2.17) shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

            (ii) impose on any Lender or the Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

            (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by,

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                                                                              46

such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time after submission by such Lender to the
Borrower of a written request therefor, the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

            (c) A certificate of a Lender or the Issuing Bank setting forth in
reasonable detail the matters giving rise to a claim under this Section 2.15 and
the calculation of such claim by such Lender or the Issuing Bank or its holding
company, as the case may be, shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            Section 2.16 Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(g) and is revoked in accordance therewith) or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall consist of an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate that such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the Eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

            Section 2.17 Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of, and without deduction for, any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be

<PAGE>

                                                                              47

increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto. A certificate as to the amount of such payment or
liability prepared in good faith and delivered to the Borrower by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be presumed correct, provided that upon
reasonable request of the Borrower, a Lender shall provide all relevant
information reasonably accessible to it justifying such amount.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

            (f) If the Administrative Agent, a Lender or the Issuing Bank
determines, in its reasonable judgment, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to the Borrower within a reasonable
period of time (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent, such Lender or the Issuing Bank and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent, such Lender or the Issuing Bank, agrees to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the Issuing Bank in the event the Administrative Agent, such
Lender or the Issuing Bank is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Administrative
Agent, any Lender or the Issuing Bank to make available its tax returns (or any
other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person.

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                                                                              48

            Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 2:00 p.m., New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.

            (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the relative aggregate amounts of principal of and accrued
interest on their Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

<PAGE>

                                                                              49

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

            Section 2.19 Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consent shall not unreasonably be withheld and (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and funded participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and such Lender shall be released from all obligations hereunder. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.

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                                                                              50

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            Each of Holdings and the Borrower and, solely for purposes of
Sections 3.01, 3.02, 3.03, 3.08, 3.09 and 3.12, the Parent represents and
warrants to the Lenders that:

            Section 3.01 Organization; Powers. Each of the Parent, Holdings, the
Borrower and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

            Section 3.02 Authorization; Enforceability. The Transactions entered
into and to be entered into by the Parent and each Loan Party are within the
Parent's or such Loan Party's (as the case may be) corporate or limited
liability company powers and have been duly authorized by all necessary
corporate or limited liability company and, if required, stockholder or member
action. This Agreement has been duly executed and delivered by each of the
Parent, Holdings and the Borrower and constitutes, and each other Loan Document
to which the Parent or any Loan Party is to be a party, when executed and
delivered by the Parent or such Loan Party (as the case may be), will
constitute, a legal, valid and binding obligation of the Parent, Holdings, the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

            Section 3.03 Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except as set forth on Schedule
3.03 or have been obtained or made and are in full force and effect and except
filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any applicable law or regulation or the charter, limited liability
company agreement, by-laws or other organizational documents of the Parent,
Holdings, the Borrower or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Parent, Holdings, the
Borrower or any of its Subsidiaries or any of their assets, or give rise to a
right thereunder to require any payment to be made by the Parent, Holdings, the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Parent, Holdings, the Borrower or any
of its Subsidiaries, except Liens permitted under Section 6.02.

            Section 3.04 Financial Condition; No Material Adverse Change. The
audited consolidated balance sheets of Holdings as of December 31, 2002,
December 31, 2003 and December 31, 2004 and the related consolidated statements
of operations and of cash flows for the fiscal years ended on such dates,
reported on without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by KPMG LLP, present fairly
the consolidated financial condition of Holdings as of such dates, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of Holdings as of such dates and for such periods in accordance with GAAP,
subject to normal year-end audit adjustments.

            (b) Holdings has heretofore furnished to the Lenders its projected
pro forma consolidated balance sheet as of December 31, 2005 prepared giving
effect to the Transactions as if such Transactions

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                                                                              51

had occurred on such date. Such projected pro forma consolidated balance sheet
has been prepared in good faith based on the same assumptions used to prepare
the pro forma financial statements included in the Information Memorandum (which
assumptions are believed by Holdings and the Borrower to be reasonable at the
time prepared).

            (c) Except as disclosed in the financial statements referred to
above or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of Holdings,
the Borrower or its Subsidiaries has, as of the Restatement Effective Date, any
contingent liabilities, unusual long-term commitments or unrealized losses that,
individually or in the aggregate, could reasonably be excepted to result in a
Material Adverse Effect.

            (d) Since December 31, 2004, there has been no material adverse
change in the business, operations, prospects, assets, liabilities or financial
condition of Holdings, the Borrower and its Subsidiaries, taken as a whole.

            Section 3.05 Properties. (a) Each of Holdings, the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

            (b) Each of Holdings, the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by Holdings,
the Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except, in each case, for any matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

            (c) Schedule 3.05 sets forth the address of each real property that
is owned or leased by the Borrower or any of its Subsidiaries as of the
Restatement Effective Date after giving effect to the Transactions.

            Section 3.06 Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower, any of its Subsidiaries
or any of their respective executive officers or directors (i) which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Transactions.

            (b) Except for either the Disclosed Matters or any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, none of Holdings, the Borrower or any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any facts or circumstances which are
reasonably likely to form the basis for any Environmental Liability.

            Section 3.07 Compliance with Laws and Agreements. Each of Holdings,
the Borrower and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and
all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

<PAGE>

                                                                              52

            Section 3.08 Investment and Holding Company Status. None of the
Parent, Holdings, the Borrower or any of its Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

            Section 3.09 Taxes. Each of the Parent, Holdings, the Borrower and
its Subsidiaries has timely filed or caused to be filed all material Tax returns
and reports required to have been filed and has paid or caused to be paid all
material Taxes required to have been paid by it, except any Taxes that are being
contested in good faith by appropriate proceedings and for which the Parent,
Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its
books adequate reserves.

            Section 3.10 ERISA; Margin Regulations. (a) During the five year
period prior to the date on which this representation is made or deemed to be
made with respect to any Plan or Multiemployer Plan, no ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such
ERISA Events for which liability has occurred during such five year period or
for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed the fair market value of the assets of such Plan by an amount that would
reasonably be expected to have a Material Adverse Effect, and the present value
of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that would reasonably be expected to have a Material Adverse
Effect.

            (b) None of Holdings, the Borrower or any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock. No part of
the proceeds of any Loan or any Letter of Credit will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, in any
manner that would entail a violation of the Regulations of the Board, including
Regulation T, U or X.

            Section 3.11 Disclosure. Neither the Information Memorandum nor any
of the other written reports, financial statements, certificates or other
written information, taken as a whole, furnished by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as of the date thereof and as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Holdings and the Borrower
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable (i) at the time such projected financial
information was prepared, (ii) on the date of the Information Memorandum and
(iii) as of the date hereof.

            Section 3.12 Subsidiaries. As of the Restatement Effective Date, the
Parent does not have any subsidiaries other than (a) West Holdings, the West
Borrower and the West Borrower's subsidiaries and (b) Holdings, the Borrower and
the Borrower's Subsidiaries, and Holdings does not have any subsidiaries other
than the Borrower and the Borrower's Subsidiaries. Schedule 3.12 sets forth (i)
the name of, and the ownership interest of the Parent in, each subsidiary of the
Parent and identifies each subsidiary that is a Subsidiary Loan Party, in each
case as of the Restatement Effective Date, (ii) the name of, and the ownership
interest of Holdings in, each subsidiary of Holdings and identifies each
subsidiary

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                                                                              53

that is a Subsidiary Loan Party, in each case as of the Restatement Effective
Date, and (iii) the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Restatement Effective Date.

            Section 3.13 Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of Holdings, the Borrower and its
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums due and payable in respect of such insurance have
been paid. Holdings and the Borrower believe that the insurance maintained by or
on behalf of Holdings, the Borrower and its Subsidiaries is adequate.

            Section 3.14 Labor Matters. As of the Restatement Effective Date,
there are no strikes, lockouts or slowdowns against Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. Except as could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect: (a) the hours worked by and
payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters; (b) all payments
due from Holdings, the Borrower or any Subsidiary, or for which any claim may be
made against Holdings, the Borrower or any Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary; and (c) the consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.

            Section 3.15 Solvency. Immediately after the consummation of the
Transactions to occur on the Restatement Effective Date and immediately
following the making of each Loan made on the Restatement Effective Date and
after giving effect to the application of the proceeds of such Loans and to the
rights of reimbursement, contribution and subrogation created by the Collateral
Agreement, (a) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

            Section 3.16 Senior Indebtedness. The Obligations constitute "Senior
Indebtedness" under and as defined in the Senior Subordinated Debt Documents.

            Section 3.17 Parent Acquisition. As of the Restatement Effective
Date, the Merger Agreement has been duly authorized, executed and delivered by
each of the parties thereto and constitutes a legal, valid and binding
obligation of each such party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law. A
true, correct and complete copy (including any amendments and waivers) of the
Merger Agreement has been furnished to the Administrative Agent.

            Section 3.18 Security Documents. (a) The Collateral Agreement is
effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral described therein and proceeds thereof. In the case of the Pledged
Stock (as defined in the Collateral Agreement) described in the Collateral
Agreement, when stock certificates

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                                                                              54

representing such Pledged Stock are delivered to the Collateral Agent, and in
the case of the other Collateral described in the Collateral Agreement (other
than the Intellectual Property, as defined in the Collateral Agreement), when
financing statements and other filings specified on Schedule 5 of the Perfection
Certificate in appropriate form are filed in the offices specified on Schedule 6
of the Perfection Certificate (as updated by the Borrower from time to time in
accordance with Section 5.03), the Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements, in each case prior and superior in right
to any other Person (except, in the case of Collateral other than Pledged Stock,
Liens permitted by Section 6.02(a)).

            (b) When the Collateral Agreement or a summary thereof is properly
filed in the United States Patent and Trademark Office and the United States
Copyright Office, and, with respect to Collateral in which a security interest
cannot be perfected by such filings, upon the proper filing of the financing
statements referred to in paragraph (a) above, the Collateral Agreement and such
financing statements shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in the
Intellectual Property (as defined in the Collateral Agreement), in each case
prior and superior in right to any other Person (it being understood that
subsequent recordings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a lien on registered
trademarks and patents, trademark and patent applications and registered
copyrights acquired by the grantors after the date hereof).

            (c) The Mortgages, if any, entered into after the Restatement
Effective Date pursuant to Section 5.13 shall be effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of the Loan Parties' right, title and interest
in and to the Mortgaged Property thereunder and the proceeds thereof, and when
such Mortgages are filed in the proper real estate filing offices, such
Mortgages shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of Loan Parties in such Mortgages Property and the
proceeds thereof, in each case prior and superior in right to any other Person,
other than with respect to the rights of Person pursuant to Liens expressly
permitted by Section 6.02(a).

            Section 3.19 Liens. There are no Liens of any nature whatsoever on
any properties of Holdings, the Borrower or any of its Subsidiaries other than
Permitted Encumbrances and Liens permitted by Section 6.02(a).

            Section 3.20 No Burdensome Restrictions. None of Holdings, the
Borrower or any of its Subsidiaries is a party to or bound by any Contractual
Obligation, or subject to any Requirement of Law, which has resulted in a
Material Adverse Effect.

                                   ARTICLE IV

                                   CONDITIONS

            Section 4.01 Each Credit Event. The obligation of each Lender to
make a Loan on any date, and of the Issuing Bank to issue, increase, renew or
extend any Letter of Credit on any date, is subject to receipt of the request
therefor in accordance herewith and to the satisfaction of the following
conditions:

            (a) The representations and warranties of each Loan Party set forth
      in the Loan Documents shall be true and correct in all material respects
      on and as of the date such Loan is

<PAGE>

                                                                              55

      made or the date of issuance, increase, renewal or extension of such
      Letter of Credit, as applicable, except to the extent such representations
      and warranties expressly relate to an earlier date (in which case such
      representations and warranties shall be true and correct in all material
      respects on and as of such earlier date); provided, however, that for
      purposes of making the representations and warranties contained in Section
      3.04(d), solely in connection with a request for a Revolving Loan or
      issuance for the increase, renewal or extension of any Letter of Credit,
      the term "prospects" contained therein shall be disregarded.

            (b) At the time of and immediately after giving effect to such
      Borrowing or the issuance, increase, renewal or extension of such Letter
      of Credit, as applicable, no Default shall have occurred and be
      continuing.

Each funding of Loans and each issuance, increase, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

                                   ARTICLE V

                             AFFIRMATIVE COVENANTS

            UNTIL the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:

            Section 5.01 Financial Statements and Other Information. Holdings
and the Borrower will furnish to the Administrative Agent and each Lender:

            (a) no later than the earlier of (i) 10 days after the date that
      Holdings is required to file a report on Form 10-K with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not Holdings is so subject to such reporting requirements),
      and (ii) 100 days after the end of each fiscal year of Holdings, Holdings
      audited consolidated balance sheet and related statements of operations,
      stockholders' equity and cash flows as of the end of and for such year,
      setting forth in each case in comparative form the figures for the
      previous fiscal year, all reported on by KPMG LLP or other independent
      public accountants of recognized national standing (without a "going
      concern" or like qualification or exception and without any qualification
      or exception as to the scope of such audit or other material qualification
      or exception) to the effect that such consolidated financial statements
      present fairly in all material respects the financial condition and
      results of operations of Holdings and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied;

            (b) no later than the earlier of (i) 10 days after the date that
      Holdings is required to file a report on Form 10-Q with the Securities and
      Exchange Commission in compliance with the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
      (whether or not Holdings is so subject to such reporting requirements),
      and (ii) 55 days after the end of each of the first three fiscal quarters
      of each fiscal year of Holdings, Holdings unaudited consolidated balance
      sheet and related statements of operations, stockholders' equity and cash
      flows as of the end of and for such fiscal quarter and the then elapsed
      portion of the fiscal year, setting forth in each case in comparative form
      the figures for the corresponding period

<PAGE>

                                                                              56

or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial condition and results of operations of
Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;

      (c) concurrently with any delivery of financial statements under clause
(a) or (b) above, a certificate of a Financial Officer of the Borrower (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with the Financial Covenants, (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the
audited financial statements referred to in Section 3.04 and, if any such change
has occurred, specifying the effect of such change on the financial statements
accompanying such certificate, (iv) identifying any Subsidiary formed or
acquired since the end of the previous fiscal quarter, (v) identifying any
parcels of real property or improvements thereto with a value exceeding
$10,000,000 that have been acquired by any Loan Party since the end of the
previous fiscal quarter, (vi) identifying any changes of the type described in
Section 5.03(a) that have not been previously reported by the Borrower, (vii)
identifying any Permitted Acquisition or other acquisitions of going concerns
and any Investments in Unrestricted Subsidiaries that have been consummated
since the end of the previous fiscal quarter, including the date on which each
such acquisition or Investment was consummated and the consideration therefor,
(viii) identifying any material Intellectual Property (as defined in the
Collateral Agreement) with respect to which a notice is required to be delivered
under the Collateral Agreement and has not been previously delivered, (ix)
identifying any Prepayment Events that have occurred since the end of the
previous fiscal quarter and setting forth a reasonably detailed calculation of
the Net Proceeds (and, if applicable, Allocable Net Proceeds) received from any
such Prepayment Events, (x) identifying any Designated Equity Proceeds received
during the previous fiscal quarter and any application of Designated Equity
Proceeds during the previous fiscal quarter to Designated Equity Proceeds Uses
and (xi) identifying any change in the locations at which equipment and
inventory, in each case with a value in excess of $10,000,000, are located, if
not owned by a Loan Party;

      (d) concurrently with any delivery of financial statements under clause
(a) above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default (which certificate may
be limited to the extent required by accounting rules, guidelines or practice);

      (e) within 30 days after the commencement of each fiscal year of the
Borrower, a detailed consolidated budget for such fiscal year (broken down by
month and including a projected consolidated balance sheet and related
statements of projected operations and cash flow as of the end of and for such
fiscal year and setting forth the assumptions used for purposes of preparing
such budget) and, promptly when available, any significant revisions of such
budget;

      (f) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Parent, Holdings, the Borrower or any Subsidiary with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed by the Parent to its shareholders generally; and

<PAGE>

                                                                              57

            (g) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Parent, Holdings, the Borrower or any Subsidiary, or compliance with the
      terms of any Loan Document, as the Administrative Agent (including on
      behalf of any Lender) may reasonably request.

            Section 5.02 Notices of Material Events. Holdings and the Borrower
will furnish to the Administrative Agent and each Lender written notice of the
following promptly after any Financial Officer or executive officer of Holdings,
the Borrower or any Subsidiary obtains knowledge thereof:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Parent, Holdings, the Borrower or any Affiliate thereof that involves
      a reasonable possibility of an adverse determination and which, if
      adversely determined, could reasonably be expected to result in a Material
      Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in a Material Adverse Effect; and

            (d) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            Section 5.03 Information Regarding Collateral. The Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Party's legal name, as reflected in its organization documents, (ii) in
any Loan Party's jurisdiction of organization or corporate structure and (iii)
in any Loan Party's identity, Federal Taxpayer Identification Number or
organization number, if any, assigned by the jurisdiction of its organization.
The Borrower agrees not to effect or permit any change referred to in clauses
(i) through (iii) of the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Agent to continue at all times following such change to have a valid, legal
and perfected security interest in all the Collateral for the benefit of the
Secured Parties. The Borrower also agrees promptly to notify the Administrative
Agent if any damage to or destruction of Collateral that is uninsured and has a
fair market value exceeding $10,000,000 occurs.

            (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause (a) of
Section 5.01, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer and the chief legal officer of the Borrower
(i) setting forth the information required pursuant to Section 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate most recently delivered
or the date of the most recent certificate delivered pursuant to this Section
and (ii) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (i) above to the extent necessary to
protect and perfect the security interests under the Collateral Agreement for a
period of not less than 18

<PAGE>

                                                                              58

months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period).

            Section 5.04 Existence; Conduct of Business. Each of Holdings and
the Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, contracts, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.03
or any sale of assets permitted under Section 6.05.

            Section 5.05 Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, pay its material
Indebtedness and other material obligations, including Tax liabilities, before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and
(b) Holdings, the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP.

            Section 5.06 Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

            Section 5.07 Insurance. Each of Holdings and the Borrower will, and
will cause each of its Subsidiaries to, maintain, with financially sound and
reputable insurance companies (a) insurance in such amounts (with no greater
risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents. The Borrower will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable
detail as to the insurance so maintained.

            Section 5.08 Casualty and Condemnation. The Borrower (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any Collateral fairly valued at more than
$10,000,000 or the commencement of any action or proceeding for the taking of
any Collateral or any material part thereof or material interest therein under
power of eminent domain or by condemnation or similar proceeding and (b) will
ensure that the Net Proceeds of any such event (whether in the form of insurance
proceeds, condemnation awards or otherwise) are collected and applied in
accordance with the applicable provisions of the Security Documents and this
Agreement.

            Section 5.09 Books and Records; Inspection and Audit Rights. Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Each of Holdings and the Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

            Section 5.10 Compliance with Laws. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations, including Environmental Laws, and orders of any Governmental
Authority applicable to it, its operations or its property, except where the

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                                                                              59

failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

            Section 5.11 Use of Proceeds and Letters of Credit. The proceeds of
the Revolving Loans and Swingline Loans will be used only for general corporate
purposes of the Borrower. No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations U and X. Letters of
Credit will be issued only to support obligations of the Borrower and its
Subsidiaries incurred for general corporate purposes.

            Section 5.12 Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Restatement Effective Date, the Borrower will,
within three Business Days after such Subsidiary is formed or acquired, notify
the Administrative Agent and the Lenders thereof and, within 10 Business Days
after such Subsidiary is formed or acquired, cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary (if it is a
Subsidiary Loan Party) and with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

            Section 5.13 Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, Mortgages and other documents), that may be
required under any applicable law, or that the Administrative Agent or the
Required Lenders may reasonably request, to cause the Collateral and Guarantee
Requirement to be and remain satisfied, all at the expense of the Loan Parties;
provided, that the Collateral and Guarantee Requirement need not be satisfied
with respect to (i) real properties owned by Holdings, the Borrower or any
Subsidiary with an individual fair market value (including fixtures and
improvements) that is less than $10,000,000 and (ii) any real property held by
Holdings, the Borrower or any Subsidiary as a lessee under a lease. Holdings and
the Borrower also agree to provide to the Administrative Agent, from time to
time upon request, evidence reasonably satisfactory to the Administrative Agent
as to the perfection and priority of the Liens created or intended to be created
by the Security Documents.

            (b) If any material asset (including any real property or
improvements thereto or any interest therein) that has an individual fair market
value of more than $10,000,000 is acquired by the Borrower or any Subsidiary
Loan Party after the Restatement Effective Date or owned by an entity at the
time it becomes a Subsidiary Loan Party (in each case other than assets
constituting Collateral under the Collateral Agreement that become subject to
the Lien of the Collateral Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause
such asset to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties; provided, that the Collateral and Guarantee
Requirement need not be satisfied with respect to (i) real properties owned by
Holdings, the Borrower or any Subsidiary with an individual fair market value
(including fixtures and improvements) that is less than $10,000,000, (ii) any
real property held by Holdings, the Borrower or any Subsidiary as a lessee under
a lease and (iii) other assets with respect to which the Agent determines that
the cost or impracticability of including such assets as Collateral would be
excessive in relation to the benefits to the Secured Parties.

            Section 5.14 Interest Rate Protection. As promptly as practicable,
and in any event within 90 days after the Restatement Effective Date, the
Borrower will enter into, and thereafter for a period of not less than three
years will maintain in effect, one or more interest rate protection agreements

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                                                                              60

on such terms and with such parties as shall be reasonably satisfactory to the
Administrative Agent, to the extent necessary to fix or limit the interest cost
to the Borrower with respect to at least 33% of the Long-Term Indebtedness of
Holdings and the Borrower (after taking into account all fixed-rate Long-Term
Indebtedness, with the East Allocable Share of all Long-Term Indebtedness of
Parent being deemed to be Long-Term Indebtedness of Holdings and the Borrower
solely for purposes of determining compliance with this Section 5.14).

            Section 5.15 Transition of Qwest Billing. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, at all times maintain
procedures and systems permitting the receivables billing and collection
services performed for the Borrower by Qwest Corp. under the Billing and
Collection Agreement to be assumed and conducted by the Borrower or a Subsidiary
(or the Parent or a subsidiary of the Parent on behalf of the Borrower as one of
the Shared Services) substantially equivalent to (and permitting such a
transition within a timeframe no longer than that achievable under) the
procedures and systems currently in effect that were implemented pursuant to
Section 5.15 of the West Credit Agreement.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

            Section 6.01 Indebtedness; Certain Equity Securities. Holdings and
the Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Indebtedness or any Attributable Debt, except:

            (i) Indebtedness created under the Loan Documents and any Permitted
      Holdings Debt, Permitted Subordinated Indebtedness or other unsecured
      Indebtedness of the Borrower or its Subsidiaries in each case to the
      extent the Net Proceeds thereof are used to refinance Indebtedness created
      under the Loan Documents;

            (ii) the Senior Subordinated Debt and Refinancing Indebtedness in
      respect thereof;

            (iii) the Senior Unsecured Debt and Refinancing Indebtedness in
      respect thereof;

            (iv) Indebtedness existing on the Original Closing Date and set
      forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof;

            (v) Indebtedness of the Borrower to any Subsidiary and of any
      Subsidiary to the Borrower or any other Subsidiary; provided that
      Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or
      any Subsidiary Loan Party shall be subject to Section 6.04;

            (vi) Guarantees by the Borrower of Indebtedness of any Subsidiary
      and by any Subsidiary of Indebtedness of any other Subsidiary; provided
      that Guarantees by the Borrower or any Subsidiary Loan Party of
      Indebtedness of any Subsidiary that is not a Loan Party shall be subject
      to Section 6.04;

<PAGE>

                                                                              61

      (vii) (A) Indebtedness and Attributable Debt of the Borrower or any
Subsidiary incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals, refinancings and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (other than by an
amount not greater than fees and expenses, including premium and defeasance
costs, associated therewith) or result in a decreased average weighted life
thereof; provided that (1) such Indebtedness or Attributable Debt is
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement and (2) the aggregate principal amount of
Indebtedness and Attributable Debt permitted by this clause (vii)(A) shall not
exceed $30,000,000 at any time outstanding, (B) Capital Lease Obligations and
Attributable Debt in respect of the Equipment Sale-Leaseback not in excess of
$15,000,000 at any time outstanding and (C) Capital Lease Obligations and
Attributable Debt in respect of the Headquarters Sale-Leaseback not in excess of
$12,500,000 at any time outstanding;

      (viii) Indebtedness of any Person that becomes a Subsidiary after the
Original Closing Date; provided that (A) such Indebtedness exists at the time
such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary (except to the extent such
Indebtedness refinanced other Indebtedness to facilitate such entity becoming a
Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by
this clause (viii) shall not exceed $20,000,000 at any time outstanding;

      (ix) other unsecured Indebtedness in an aggregate principal amount not
exceeding $50,000,000 at any time outstanding;

      (x) Third Party Interests issued by Securitization Vehicles in
Securitizations permitted by Section 6.05, and Indebtedness represented by such
Third Party Interests and Indebtedness consisting of Standard Securitization
Undertakings, provided that the aggregate amount of such Third Party Interests
shall not exceed $168,000,000 at any time outstanding;

      (xi) Permitted Holdings Debt, Permitted Subordinated Indebtedness (and any
related Permitted Subordinated Guarantee) and any other unsecured Indebtedness,
in each case without any limitation as to amount so long as Holdings, the
Borrower and the Subsidiaries are in compliance, on a pro forma basis after
giving effect to the incurrence of such Indebtedness, with the Financial
Covenants, and the Net Proceeds of such Indebtedness are applied to prepay Loans
to the extent required by Section 2.11(c);

      (xii) Permitted Holdings Debt and Permitted Subordinated Indebtedness (and
any related Permitted Subordinated Guarantee) incurred to finance a Permitted
Acquisition; provided that (1) such Indebtedness is incurred at the time of or
within 90 days after consummation of such Permitted Acquisition and (2) the
aggregate principal amount of Indebtedness permitted by this clause (xii) shall
not exceed $200,000,000 at any time outstanding; and

      (xiii) Indebtedness incurred pursuant to any Put Financing.

            (b) Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary to, issue any preferred stock or other preferred Equity Interests,
other thian (i) Non-Cash Pay Preferred Stock of Holdings and (ii) Third Party
Interests issued by Securitization Vehicles.

<PAGE>

                                                                              62

            Section 6.02 Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

            (i) Liens created under the Loan Documents;

            (ii) Permitted Encumbrances;

            (iii) any Lien existing on the Original Closing Date and set forth
      in Schedule 6.02 on any property or asset of the Borrower or any
      Subsidiary; provided that (A) such Lien shall not apply to any other
      property or asset of the Borrower or any Subsidiary (other than proceeds)
      and (B) such Lien shall secure only those obligations which it secures on
      the date hereof and extensions, renewals, refinancings and replacements
      thereof that do not increase the outstanding principal amount thereof or
      result in an earlier maturity date or decreased weighted average life
      thereof;

            (iv) any Lien existing on any property or asset prior to the
      acquisition thereof by the Borrower or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the
      Original Closing Date prior to the time such Person becomes a Subsidiary;
      provided that (A) such Lien is not created in contemplation of or in
      connection with such acquisition or such Person becoming a Subsidiary, as
      the case may be, (B) such Lien shall not apply to any other property or
      assets of the Borrower or any Subsidiary (other than proceeds) and (C)
      such Lien shall secure only those obligations which it secures on the date
      of such acquisition or the date such Person becomes a Subsidiary, as the
      case may be and extensions, renewals, refinancings and replacements
      thereof that do not increase the outstanding principal amount thereof
      (other than by an amount not in excess of fees and expenses, including
      premium and defeasance costs, associated therewith) or result in a
      decreased average weighted life thereof;

            (v) Liens on fixed or capital assets acquired, constructed or
      improved by the Borrower or any Subsidiary; provided that (A) such Liens
      secure Indebtedness permitted by clause (vii) of Section 6.01(a), (B) such
      Liens and the Indebtedness secured thereby are incurred prior to or within
      90 days after such acquisition or the completion of such construction or
      improvement, (C) the Indebtedness secured thereby does not exceed the cost
      of acquiring, constructing or improving such fixed or capital assets and
      (D) such Liens shall not apply to any other property or assets of the
      Borrower or any Subsidiary (other than proceeds);

            (vi) Liens in favor of any Securitization Vehicle or any collateral
      agent on Securitization Assets transferred or purported to be transferred
      to such Securitization Vehicle in connection with Securitizations
      permitted by Section 6.05; and

            (vii) Liens not otherwise permitted by this Section 6.02 securing
      obligations other than Indebtedness and involuntary Liens not otherwise
      permitted by this Section 6.02 securing Indebtedness, which obligations
      and Indebtedness are in an aggregate amount not in excess of $20,000,000
      at any time outstanding.

            (b) Holdings will not create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect thereof, except Liens created under the Collateral Agreement and
Permitted Encumbrances.

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                                                                              63

            Section 6.03 Fundamental Changes. (a) Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing, (i) any Subsidiary may merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary in a transaction in which the surviving entity is a
wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan
Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate
with any other Person in order to effect a Permitted Acquisition and (iv) any
Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

            (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than a
Permitted Business.

            (c) Holdings will not engage in any business or activity other than
the ownership of all the outstanding shares of capital stock of the Borrower and
activities incidental thereto. Holdings will not own or acquire any assets
(other than shares of capital stock of the Borrower, cash and Permitted
Investments) or incur any liabilities (other than liabilities under the Loan
Documents, obligations of Holdings in respect of Permitted Holdings Debt,
obligations under any employment agreement, stock option plans or other benefit
plans for management or employees of Holdings, the Borrower and its
Subsidiaries, liabilities imposed by law, including tax liabilities, and other
liabilities incidental to its existence and permitted business and activities).

            Section 6.04 Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, make, purchase, hold or acquire (including pursuant to any merger with any
Person that was not a wholly owned Subsidiary prior to such merger) any
Investment, except:

            (a) the East Acquisition;

            (b) Permitted Investments;

            (c) Investments existing on the date hereof and set forth on
      Schedule 6.04;

            (d) Investments by the Borrower and its Subsidiaries in Equity
      Interests in (i) Subsidiaries that are Subsidiary Loan Parties immediately
      prior to the time of such Investments and (ii) Foreign Subsidiaries;
      provided that the aggregate amount of investments by Loan Parties in,
      loans and advances by Loan Parties to, and Guarantees by Loan Parties of
      Indebtedness of, Subsidiaries that are not Loan Parties (including all
      such investments, loans, advances and Guarantees existing on the Original
      Closing Date but excluding any such Investments made after the Original
      Closing Date with Designated Equity Proceeds) shall not exceed $20,000,000
      at any time outstanding;

            (e) loans or advances made by the Borrower to any Subsidiary and
      made by any Subsidiary to the Borrower or any other Subsidiary; provided
      that (A) any such loans and advances made to a Loan Party shall be
      subordinated to the Obligations pursuant to the Affiliate Subordination
      Agreement and shall be evidenced by a promissory note pledged pursuant to
      the Collateral Agreement and (B) the amount of such loans and advances
      made by Loan Parties to

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                                                                              64

      Subsidiaries that are not Loan Parties shall be subject to the limitation
      set forth in clause (d) above;

            (f) Guarantees constituting Indebtedness permitted by Section 6.01;
      provided that (i) a Subsidiary shall not Guarantee either the Senior
      Subordinated Debt or the Senior Unsecured Debt unless (A) such Subsidiary
      also has Guaranteed the Obligations pursuant to the Collateral Agreement,
      (B) such Guarantee of the Senior Subordinated Debt is subordinated to such
      Guarantee of the Obligations on terms no less favorable to the Lenders
      than the subordination provisions of the Senior Subordinated Debt and (C)
      such Guarantee of the Senior Subordinated Debt and Senior Unsecured Debt
      provides for the release and termination thereof, without action by any
      party, upon any release and termination of such Guarantee of the
      Obligations, and (ii) the aggregate principal amount of Indebtedness of
      Subsidiaries that are not Loan Parties that is Guaranteed by any Loan
      Party shall be subject to the limitation set forth in clause (d) above;

            (g) Permitted Acquisitions, provided that such Permitted
      Acquisitions shall be made (i) for consideration consisting of common
      stock of the Parent or Holdings or Non-Cash Pay Preferred Stock or with
      Designated Equity Proceeds or, (ii) to the extent not made for such stock
      consideration or with Designated Equity Proceeds, for other consideration
      provided that the aggregate cumulative amount of such other consideration
      paid after the Original Closing Date for all such Permitted Acquisitions
      (including any Indebtedness of any acquired entity existing immediately
      after consummation of such acquisition or repaid or assumed by Holdings or
      a Subsidiary in connection therewith) shall not exceed $200,000,000 or, if
      at the time of and after giving pro forma effect to any such Permitted
      Acquisition, the Pro Forma Leverage Ratio would be less than 5.00 to 1.00,
      $300,000,000;

            (h) investments (including debt obligations and equity securities)
      received in connection with the bankruptcy or reorganization of, or
      settlement of delinquent accounts and disputes with, customers and
      suppliers, in each case in the ordinary course of business;

            (i) extensions of trade credit in the ordinary course of business;

            (j) Investments consisting of non-cash consideration received in
      respect of sales, transfers or other dispositions of assets to the extent
      permitted by Section 6.05;

            (k) Swap Agreements entered into in compliance with Section 6.07;

            (l) loans and advances by the Borrower and any of its Subsidiaries
      to their employees in the ordinary course of business and for bona fide
      business purposes in an aggregate amount at any time outstanding not in
      excess of $10,000,000;

            (m) Investments consisting of Sellers' Retained Interests in
      Securitizations permitted by Section 6.05; and

            (n) Investments in Unrestricted Subsidiaries and any other Person
      (other than Foreign Subsidiaries) made with Designated Equity Proceeds or,
      to the extent not made with Designated Equity Proceeds, in an aggregate
      amount at any time outstanding not in excess of $50,000,000.

            Section 6.05 Asset Sales. The Borrower will not, and will not permit
any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interest owned by it and any sale of Securitization
Assets in connection with a Securitization, nor will the Borrower permit any of
it Subsidiaries to issue any additional Equity Interest in such Subsidiary,
except:

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                                                                              65

            (a) sales of (x) inventory and (y) used, surplus, obsolete or
      worn-out equipment and Permitted Investments in the ordinary course of
      business;

            (b) sales, transfers and dispositions to the Borrower or a
      Subsidiary; provided that any such sales, transfers or dispositions
      involving a Subsidiary that is not a Loan Party shall be made in
      compliance with Section 6.09;

            (c) sales of receivables on substantially the same terms that the
      receivables are purchased by Qwest Corp. pursuant to the Billing and
      Collection Agreement as in effect on the Original Closing Date prior to
      November 1, 2004, and thereafter as in effect on November 1, 2004,
      including sales of receivables pursuant to and in accordance with the
      Billing and Collection Agreement;

            (d) sale and leaseback transactions permitted by Section 6.06;

            (e) Permitted Asset Swaps;

            (f) sales, transfers and dispositions of any Equity Interests in any
      Unrestricted Subsidiary to Persons other than the Parent, Holdings, the
      Borrower or any Subsidiary;

            (g) sales of Securitization Assets to one or more Securitization
      Vehicles in Securitizations; provided that (i) each such Securitization is
      effected on market terms as reasonably determined by the management of the
      Borrower, (ii) the aggregate amount of Third Party Interests in respect of
      all such Securitizations does not exceed $168,000,000 at any time
      outstanding, (iii) the proceeds to each such Securitization Vehicle from
      the issuance of Third Party Interests are applied substantially
      simultaneously with receipt thereof to the purchase from the Borrower or
      Subsidiaries of Securitization Assets and an amount equal to 100% of the
      Net Proceeds from each such Securitization is applied to the mandatory
      repayment of Term Loans in accordance with Section 2.11(c) and (iv) the
      Equity Interests and Sellers' Retained Interests in respect of each such
      Securitization Vehicle shall be pledged to the Collateral Agent under the
      Collateral Agreement;

            (h) sales, transfers and other dispositions of assets (other than
      Equity Interests in a Subsidiary) that are not permitted by any other
      clause of this Section; provided that the aggregate cumulative fair market
      value of all assets sold, transferred or otherwise disposed of after the
      Original Closing Date in reliance upon this clause (h) shall not exceed
      $200,000,000; and

            (i) sales, transfers and other dispositions of assets utilized in
      connection with Shared Services Assets and Operations to RHD Corp. or a
      subsidiary thereof in connection with the provision by RHD Corp. or such
      subsidiary of Shared Services;

provided that (x) all sales, transfers, leases and other dispositions permitted
hereby (other than pursuant to clauses (a)(y), (b) and (e) above) shall be made
for at least 75% cash consideration or, in the case of Permitted Investments,
sales of receivables or sale and leaseback transactions, 100% cash
consideration, and (y) all sales, transfers, leases and other dispositions
permitted by clauses (a) and (h) above shall be made for fair value.

            Section 6.06 Sale and Leaseback Transactions. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially

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                                                                              66

the same purpose or purposes as the property sold or transferred, except (a) for
the Equipment Sale-Leaseback, the Headquarters Sale-Leaseback and any other such
sale of any fixed or capital assets that is made for cash consideration in an
amount not less than the cost of such fixed or capital asset and is consummated
within 90 days after the Borrower or such Subsidiary acquires or completes the
construction of such fixed or capital asset and (b) in each case, to the extent
all Capital Lease Obligations, Attributable Debt and Liens associated with such
sale and leaseback transaction are permitted by Sections 6.01(a)(vii) and
6.02(a)(v) (treating the property subject thereto as being subject to a Lien
securing the related Attributable Debt, in the case of a sale and leaseback not
accounted for as a Capital Lease Obligation).

            Section 6.07 Swap Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Swap Agreement, except (a)
Swap Agreements required by Section 5.14, (b) Swap Agreements entered into in
the ordinary course of business to hedge or mitigate risks to which the Borrower
or any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries) in the conduct of its
business or the management of its liabilities, (c) Swap Agreements required by
any Securitization and (d) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.

            Section 6.08 Restricted Payments; Certain Payments of Indebtedness.
Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except (i)
Holdings may declare and pay dividends with respect to its capital stock payable
solely in additional shares of its common stock, (ii) Subsidiaries of the
Borrower may declare and pay dividends ratably with respect to their capital
stock, Holdings and the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management,
employees or Associated Employees (including former employees and former
Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided
that the amount thereof, taken together with any payments or transfers of cash,
assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed
$10,000,000 in any fiscal year, provided no Event of Default is continuing or
would result therefrom, the Borrower may pay dividends to Holdings (x) within
the 30-day period prior to any payment date for interest on Permitted Holdings
Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in
the amount of such interest payment and (y) at any time in such amounts as may
be necessary to permit Holdings to pay its expenses and liabilities incurred in
the ordinary course (other than payments in respect of Indebtedness or
Restricted Payments), provided no Event of Default is continuing or would result
therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings
may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate
amount not to exceed $5,000,000 during any fiscal year of the Borrower and (B)
so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if
on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than
5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of
Excess Cash Flow for the immediately preceding fiscal year of the Borrower less
the amount of any other Designated Excess Cash Expenditures made with such
Borrower's Portion of Excess Cash Flow, Restricted Payments in amounts as shall
be necessary to make Tax Payments to the extent not disallowed by Section 6.14;
provided that all Restricted Payments made pursuant to this clause (vi) are used
by the Parent or Holdings for the purpose specified in clause (vi) within 30
days of receipt thereof, provided that no Event of Default is continuing or
would result therefrom, the Borrower may pay dividends to Holdings, and Holdings
may, in turn, pay such dividends to the Parent to enable RHD Corp. to (A)
repurchase its common stock and (B) pay cash dividends on its common stock, in
an aggregate amount for the preceding clauses (A) and (B) during any fiscal year
not to exceed, if the Leverage Ratio (determined on a pro forma basis after
giving effect to such Restricted Payment) for the period of four

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                                                                              67

consecutive fiscal quarters most recently ended on or prior to the date of such
Restricted Payment is (w) greater than 4.00 to 1.0, 10% of Excess Cash Flow for
the previous year, (x) greater than 3.50 to 1.0 but less than or equal to 4.00
to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to
1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the
previous year and (z) less than 3.00 to 1.0, 50% of Excess Cash Flow for the
previous year, provided that no Event of Default is continuing or would result
therefrom, the Borrower may from time to time pay cash dividends to Holdings and
Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the East Allocable Share of
regularly scheduled cash interest payable during the next period of 30 days on
any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness,
provided, however, that (A) any such dividends relating to any such cash
interest payment must be paid not earlier than 30 days prior to the date when
such cash interest is required to be paid by the Parent and the proceeds must
(except to the extent prohibited by applicable subordination provisions) be
applied by the Parent to the payment of such interest when due and (B) in the
case of Qualifying Parent Indebtedness, no payment of dividends may be made
pursuant to this clause (viii) in respect of the East Allocable Share of cash
interest on such Indebtedness other than Base QPI unless the Interest Coverage
Ratio (determined on a pro forma basis after giving effect to such dividend
payment) for the period of four consecutive fiscal quarters most recently ended
on or prior to the date of such dividend payment is not less than 1.75 to 1.00,
(ix) the Borrower may from time to time pay cash dividends to Holdings and
Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the amount necessary to
repurchase the Existing Parent Notes pursuant to the Change in Control Offers,
and (x) provided that no Event of Default is continuing or would result
therefrom, the Borrower may from time to time pay cash dividends to Holdings,
and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the
Parent, in each case in an amount not in excess of the RHD Allocable Share of
regularly scheduled cash interest payable during the next period of 30 days on
the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such
dividends relating to any such cash interest payment must be paid not earlier
than 30 days prior to the date when such cash interest is required to be paid by
RHD Corp. and the proceeds must (except to the extent prohibited by applicable
subordination provisions, if any) be applied by RHD Corp. to the payment of such
interest when due, (B) no payment of dividends may be made pursuant to this
clause (x) in respect of the RHD Allocable Share of cash interest on such
Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio
(determined on a pro forma basis after giving effect to such dividend payment)
for the period of four consecutive fiscal quarters most recently ended on or
prior to the date of such dividend payment is not less than 1.75 to 1.00 and (C)
at the time of the incurrence of such Indebtedness (other than Base RHD
Indebtedness outstanding on the Restatement Effective Date), and after giving
effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to 1.00.

            (b) The Parent, Holdings and the Borrower will not, nor will they
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or
any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any Indebtedness, except:

            (i) payment of Indebtedness created under the Loan Documents;

            (ii) payment of regularly scheduled interest and principal payments
      as and when due in respect of any Indebtedness (including any Put
      Financing Indebtedness), other than payments in respect of the Senior
      Subordinated Debt, Permitted Subordinated Indebtedness, Qualifying Parent
      Indebtedness, Parent Non-Cash Pay Debt or other subordinated Indebtedness
      prohibited by the subordination provisions thereof;

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                                                                              68

            (iii) refinancings of Indebtedness to the extent permitted by
      Section 6.01;

            (iv) payment of secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

            (v) prepayment of Capital Lease Obligations in an aggregate
      cumulative amount from and after the Original Closing Date not exceeding
      $5,000,000;

            (vi) Optional Repurchases of other Indebtedness involving cumulative
      expenditures in any fiscal year not in excess of an amount equal to the
      Borrower's Portion of Excess Cash Flow for the immediately preceding
      fiscal year less the amount of other Designated Excess Cash Expenditures
      made with such Borrower's Portion of Excess Cash Flow, provided, however,
      that on the date of each such Optional Repurchase the Pro Forma Leverage
      Ratio is less than 5.00 to 1.00;

            (vii) Optional Repurchases of other Indebtedness involving
      expenditures in an amount not in excess of (x) that portion of the Net
      Proceeds (or Allocable Net Proceeds, as the case may be) from any Equity
      Issuance (or portion thereof) in respect of which the Required Percentage
      is 50% which is not required to be applied to the prepayment of Term Loans
      pursuant to Section 2.11(c) and (y) 50% of the Net Proceeds (or Allocable
      Net Proceeds, as the case may be) from any Equity Issuance (or portion
      thereof) in respect of which the Required Percentage is 0%; provided,
      however, that (I) such Optional Repurchases are effected within 180 days
      of the receipt of the Net Proceeds (or Allocable Net Proceeds) from the
      relevant Equity Issuance and (II) in the case of Optional Repurchases made
      pursuant to clause (y), the Borrower makes the related mandatory
      prepayment of Term Borrowings required by Section 2.11(e); and

            (viii) repurchases of the Existing Notes pursuant to the Change in
      Control Offers.

            (c) The Parent, Holdings and the Borrower will not, and will not
permit any Subsidiary to, furnish any funds to, make any Investment in, or
provide other consideration to any other Person (including an Unrestricted
Subsidiary) for purposes of enabling such Person to, or otherwise permit any
such Person to, make any Restricted Payment or other payment or distribution
restricted by this Section that could not be made directly by Holdings or the
Borrower in accordance with the provisions of this Section.

            Section 6.09 Transactions with Affiliates. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions that do not involve Holdings or any
of its subsidiaries that are not Subsidiaries and are at prices and on terms and
conditions not less favorable to the Borrower or such Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties; provided that
such transactions, if not in the ordinary course of business, are set forth in
writing and have been approved by a majority of the members of the Governing
Board of the Borrower having no personal stake in such transactions, and, if
such transaction involves an amount in excess of $20,000,000, has been
determined by a nationally recognized appraisal or investment banking firm to be
fair, from a financial standpoint, to the Borrower and its Subsidiaries, (b)
transactions between or among the Borrower and the Subsidiary Loan Parties not
involving any other Affiliate, (c) any Restricted Payment permitted by Section
6.08, (d) the sale of receivables on substantially the same terms that the
Borrower Receivables are purchased by Qwest Corp. pursuant to the Billing and
Collection Agreement as in effect on the Original Closing Date or on or before
November 1, 2004, and thereafter as in effect on November 1, 2004, (e) the
payment of reasonable fees to directors of Holdings or the Borrower who are not
employees of the

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                                                                              69

Borrower or any of its Subsidiaries, (f) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans or
similar employee benefit plans for employees or Associated Employees of the
Borrower and its Subsidiaries, which, in each case, have been approved by the
Governing Board of the Borrower, provided that any payments of cash or transfers
of debt securities or assets pursuant to this clause (f), taken together with
Restricted Payments pursuant to Section 6.08(a)(iii), shall not exceed
$10,000,000 in any fiscal year of the Borrower, (g) the existence of, or
performance by the Borrower or any of its Subsidiaries of its obligations under
the terms of, any tax sharing agreement permitted under Section 6.14 to which it
is a party as of the Original Closing Date, (h) Shared Services Payments made to
the Parent and/or RHD Corp. not less frequently than quarterly pursuant to
procedures (including procedures for allocating reimbursable costs) approved as
being fair and reasonable by a majority of the members of the Governing Board of
the Borrower, (i) transfers of assets utilized in connection with Shared
Services Assets and Operations to RHD Corp. (or a subsidiary of RHD Corp.) in
connection with the provision of Shared Services by RHD Corp. or such subsidiary
to RHD Inc. and/or Parent and their respective subsidiaries, (j) transactions
between RHD Inc. and/or its Subsidiaries, on the one hand, and the Borrower
and/or its Subsidiaries, on the other hand, for which the reimbursement or
consideration represents an allocation on a fair and reasonable basis to such
person provided that, such allocation represents an amount no less than cost,
(k) transactions under the Employee Cost Sharing Agreement, including payments
thereunder to the West Borrower or to the Employee Company in respect of
Associated Employees, (l) sales of Securitization Assets to Securitization
Vehicles and other transactions effected as part of Securitizations permitted by
Section 6.05, and (m) arrangements pursuant to which payments by Qwest for
advertising in directories that were committed to be made in connection with the
East Acquisition and the acquisition by the West Borrower of Qwest's directories
services business in the West Territories are allocated approximately 42% to the
Borrower and approximately 58% to the West Borrower (without regard to the
directories in which such advertising is actually placed).

            Section 6.10 Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of Holdings,
the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets to the Secured Parties securing the Obligations,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of
the Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by any Loan Document,
Senior Subordinated Debt Document or Senior Unsecured Debt Document, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.10 (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to any Put Financing, any Qualifying Parent
Indebtedness, any Parent Non-Cash Pay Debt, any Permitted Holdings Debt or any
indebtedness of RHD Corp., (v) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and the proceeds
thereof, (vi) clause (a) of the foregoing shall not apply to customary
provisions in leases restricting the assignment thereof, (vii) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
related to any Indebtedness incurred by a Subsidiary prior to the date on which
such Subsidiary was acquired by Holdings (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (viii) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any

<PAGE>

                                                                              70

agreement related to the refinancing of Indebtedness, provided that the terms of
any such restrictions or conditions are not materially less favorable to the
Lenders than the restrictions or conditions contained in the predecessor
agreements, (ix) the foregoing shall not apply to customary restrictions
contained in any documents relating to any Securitizations, provided that such
restrictions only apply to the applicable Securitization Vehicle and its assets
and (x) the foregoing shall not apply to customary provisions in joint venture
agreements.

            Section 6.11 Change in Business. Each of Holdings and the Borrower
will not, and will not permit any Subsidiary to, engage at any time in any
business or business activity other than a Permitted Business. Without limiting
the foregoing, Holdings shall not engage in any business or conduct any activity
other than holding the capital stock of the Borrower, and activities reasonably
related thereto.

            Section 6.12 Fiscal Year. Each of Holdings and the Borrower shall
not change its fiscal year for accounting and financial reporting purposes to
end on any date other than December 31.

            Section 6.13 Amendment of Material Documents. (a) Neither Holdings
nor the Borrower will, nor will they permit any Subsidiary to, amend, modify or
waive any of its rights under (i) any Senior Subordinated Debt Document, (ii)
any Senior Unsecured Debt Document, (iii) the Employee Cost Sharing Agreement,
(iv) the IP License Agreement or (v) its certificate of incorporation, by-laws
or other organizational documents if, taken as a whole, such amendment,
modification or waiver is adverse in any material respect to the interests of
the Lenders.

            (b) Neither Holdings nor the Borrower will, nor will they permit the
Parent or any Subsidiary to, amend, modify, waive or terminate any of its rights
under (i) the East Acquisition Agreement or any of the Core Qwest Agreements,
(ii) the tax sharing agreement described in Section 6.14 (iii) the Parent
Acquisition Agreement, in the case of clauses (i) and (ii) above to the extent
that, taken as a whole, such amendment, modification, waiver or termination is
adverse in any material respect to the interests of the Lenders and in the case
of clause (iii) above, in a manner that is material and adverse to the Lenders
without the consent of the Administrative Agent, such consent not to be
unreasonably withheld or delayed.

            Section 6.14 Tax Payments. Except pursuant to a tax sharing
agreement having customary terms and conditions which has been approved by the
Arrangers (such approval not to be unreasonably withheld or delayed), Holdings
and the Borrower will not, and will not permit any Subsidiary to, (i) make
payments in respect of Applicable Taxes (whether owed by them or any other
Person) in amounts (in the aggregate for Holdings and the Subsidiaries) in
excess of those that would be payable by (or at times other than when such taxes
would be payable by) Holdings and the Subsidiaries as a separate consolidated
group for tax purposes or (ii) provide funds to the Parent or any Affiliates of
the Parent (other than Holdings and the Subsidiaries) for the payment of
Applicable Taxes of members of any consolidated tax group including the Parent
or Holdings and the Subsidiaries in amounts in excess of, or at times other
than, those permitted by clause (i) above.

            Section 6.15 Interest Coverage Ratio. Holdings and the Borrower will
not permit the Interest Coverage Ratio as of the last day of a fiscal quarter
set forth below to be less than the ratio set forth below opposite such date:

<TABLE>
<CAPTION>
Fiscal Quarter Ended     Ratio
--------------------     ------------
<S>                      <C>
March 31, 2006           1.50 to 1.00
June 30, 2006            1.50 to 1.00
September 30, 2006       1.50 to 1.00
</TABLE>

<PAGE>

                                                                          71

<TABLE>
Fiscal Quarter Ended     Ratio
--------------------     ------------
<S>                      <C>
December 31, 2006        1.50 to 1.00
March 31, 2007           1.50 to 1.00
June 30, 2007            1.50 to 1.00
September 30, 2007       1.50 to 1.00
December 31, 2007        1.50 to 1.00
March 31, 2008           1.50 to 1.00
June 30, 2008            1.50 to 1.00
September 30, 2008       1.50 to 1.00
December 31, 2008        1.75 to 1.00
March 31, 2009           1.75 to 1.00
</TABLE>

            Section 6.16 [Reserved].

            Section 6.17 Leverage Ratio. Holdings and the Borrower will not
permit the Leverage Ratio as of the last day of a fiscal quarter set forth below
to exceed the ratio set forth opposite such date:

<TABLE>
<CAPTION>
Fiscal Quarter Ended     Ratio
--------------------     ------------
<S>                      <C>
March 31, 2006           5.25 to 1.00
June 30, 2006            5.25 to 1.00
September 30, 2006       5.25 to 1.00
December 31, 2006        5.25 to 1.00
March 31, 2007           5.25 to 1.00
June 30, 2007            5.25 to 1.00
September 30, 2007       5.25 to 1.00
December 31, 2007        5.00 to 1.00
March 31, 2008           5.00 to 1.00
June 30, 2008            5.00 to 1.00
September 30, 2008       5.00 to 1.00
December 31, 2008        4.75 to 1.00
March 31, 2009           4.75 to 1.00
</TABLE>

            Section 6.18 Senior Secured Leverage Ratio. Holdings and the
Borrower will not permit the Senior Secured Leverage Ratio as of the last day of
a fiscal quarter set forth below to exceed the ratio set forth opposite such
date:

<TABLE>
<CAPTION>
Fiscal Quarter Ended     Ratio
--------------------     ------------
<S>                      <C>
March 31, 2006           3.75 to 1.00
June 30, 2006            3.75 to 1.00
September 30, 2006       3.75 to 1.00
December 31, 2006        3.75 to 1.00
March 31, 2007           3.75 to 1.00
June 30, 2007            3.75 to 1.00
September 30, 2007       3.75 to 1.00
December 31, 2007        3.50 to 1.00
March 31, 2008           3.50 to 1.00
June 30, 2008            3.50 to 1.00
September 30, 2008       3.50 to 1.00
</TABLE>

<PAGE>

                                                                              72

<TABLE>
<CAPTION>
Fiscal Quarter Ended        Ratio
--------------------     ------------
<S>                      <C>
December 31, 2008        3.50 to 1.00
March 31, 2009           3.50 to 1.00
</TABLE>

            Section 6.19 [Reserved].

            Section 6.20 Collections, Funds and Permitted Investments. Holdings
and the Borrower (a) will at all times cause all payments in respect of accounts
receivable of the Borrower and the Subsidiaries (including but not limited to
purchase price payments under the Billing and Collection Agreement) and all
other cash payments to or for the benefit of the Borrower and the Subsidiaries
(collectively, "Receipts") to be deposited directly into bank accounts
(including lockbox accounts) in respect of which no Affiliate of the Borrower
(other than a Subsidiary Loan Party or, in the case of funds of Foreign
Subsidiaries, Foreign Subsidiaries) has any interest or claim (collectively,
"Borrower Bank Accounts") and (b) will not cause or permit Receipts to be
commingled at any time with funds owned (beneficially or otherwise) by, or
subject to claims of, any Affiliate of the Borrower other than a Subsidiary Loan
Party or, in the case of Receipts of Foreign Subsidiaries, Foreign Subsidiaries
(including without limitation, the Parent or any subsidiary of the Parent other
than the Borrower and its Subsidiaries). Holdings and the Borrower will at all
times cause all cash and Permitted Investments owned or held by Holdings, the
Borrower or any Subsidiary to be held only in Borrower Bank Accounts and in
securities accounts over which no Affiliate of the Borrower (other than a
Subsidiary Loan Party or, in the case of cash and Permitted Investments of
Foreign Subsidiaries, Foreign Subsidiaries) has any interest or claim.

            Section 6.21 Parent Covenants. (a) The Parent will not engage in any
business or activity other than the ownership of outstanding shares of capital
stock of Holdings and West Holdings, the issuance and sale of its common stock,
Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt, any Put Financing
Indebtedness and, to the extent permitted hereby, Qualifying Parent
Indebtedness, the ownership of Shared Services Assets and Operations, the
provision of Shared Services and, in each case, activities incidental thereto.
The Parent will not own or acquire any assets (other than shares of capital
stock of Holdings and West Holdings, assets constituting Shared Services Assets
and Operations, cash and Permitted Investments) or incur any liabilities (other
than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent
permitted hereby, Qualifying Parent Indebtedness, ordinary course trade
payables, employee compensation liabilities (including, without limitation,
loans and advances to employees in the ordinary course of business) and other
liabilities incurred in the ordinary course in connection with the provision of
Shared Services by the Parent or any subsidiary of the Parent, liabilities under
the Loan Documents, liabilities under the West Credit Facilities substantially
equivalent to those under Section 6.21(b), liabilities imposed by law, including
tax liabilities, and other liabilities incidental to the maintenance of its
existence and permitted activities). The Parent will not create, incur, assume
or permit to exist any Lien on any property or assets now owned or hereafter
acquired by it other than Permitted Encumbrances. The Parent shall not in any
event incur or permit to exist any Indebtedness for borrowed money other than
(i) Parent Non-Cash Pay Debt, (ii) any Put Financing Indebtedness and (iii)
Qualifying Parent Indebtedness; provided, however, that in the case of
Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance
Conditions are satisfied at the time of any such issuance of Qualifying Parent
Indebtedness; provided, further, however, that notwithstanding any other
provision of this Agreement or any other Loan Document, it is expressly
understood and agreed that the Parent shall not be personally liable under the
Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party
agrees to look solely to the Pledged Collateral (as defined in the Parent Pledge
Agreement) for satisfaction of the Parent's obligations under the Parent Pledge
Agreement.

<PAGE>

                                                                              73

            (b) In the event and on each occasion that the Parent receives any
East Acquisition Agreement Recovery, it will, not later than five Business Days
after receipt thereof, contribute the full amount of such East Acquisition
Agreement Recovery to the common capital of Holdings (unless such amount shall
have previously been contributed to the common capital of West Holdings pursuant
to Section 6.22(b) of the West Credit Agreement), or utilize the full amount of
such East Acquisition Agreement Recovery to purchase Equity Interests of
Holdings (or the Equity Interests of West Holdings pursuant to Section 6.22(b)
of the West Credit Agreement). Promptly after receiving the proceeds of any
capital contribution from, or from the purchase of its Equity Interests by, the
Parent pursuant to this paragraph, Holdings will contribute the full amount
thereof to the common capital of the Borrower. Promptly after receiving payment
from any West Entity with respect to the provision by Holdings or any of its
subsidiaries of Shared Services to any West Entity, Parent will contribute the
full amount of such payment to the common capital of Holdings and, if such
Shared Services were performed by a subsidiary of Holdings, Holdings will
contribute such amount to the Borrower.

            (c) The Parent will ensure that any Shared Services Payments made by
the Borrower or its Subsidiaries to the Parent represent only reimbursement for
cash expenses actually incurred by the Parent or RHD Corp., as the case may be,
or any of their respective subsidiaries (other than Holdings, RHD Inc. or any of
their respective subsidiaries) (including accrued costs payable in cash by the
Parent or RHD Corp., as the case may be, or any of their respective subsidiaries
(other than Holdings, RHD Inc. or any of their respective subsidiaries) within
the 30-day period after its receipt of a Shared Services Payment) that are
directly attributable to the provision of Shared Services to the Borrower and
its Subsidiaries or, if not directly attributable to such Shared Services, are
not directly attributable to Shared Services provided to any other Persons and
represent a fair and equitable allocation of such out-of-pocket expenses that
are not so directly attributable among the Borrower and the Subsidiaries, on the
one hand, and all other Persons, on the other hand, to which the Parent or RHD
Corp., as the case may be, or any of their respective subsidiaries (other than
Holdings, RHD Inc. or any of their respective subsidiaries) provides Shared
Services (including the West Borrower and its subsidiaries (including
"unrestricted subsidiaries" permitted by the West Credit Facilities) and any
Unrestricted Subsidiaries). Shared Services Payments will not in any event
include payments in respect of trade payables incurred in connection with the
conduct of the Permitted Businesses of the Borrower and the Subsidiaries
(including, for example, payables relating to printing costs, distribution
costs, and costs of inventory, paper and other raw materials), which shall be
incurred and paid directly by the Borrower and the Subsidiaries (it being
understood, however, that trade payables of the Parent or RHD Corp., as the case
may be, or any of their respective subsidiaries (other than Holdings, RHD Inc.
or any of their respective subsidiaries) incurred in the ordinary course
relating to assets included in the Shared Services Assets and Operations or the
provision of Shared Services may be incurred by the Parent or RHD Corp., as the
case may be, or any of their respective subsidiaries (other than Holdings, RHD
Inc. or any of their respective subsidiaries) and reimbursed as Shared Services
Payments in accordance herewith). The Parent will invoice the Borrower and the
Subsidiaries for Shared Services Payments on a periodic basis, not less
frequently than quarterly. The Parent will from time to time provide the
Administrative Agent with such analyses and other information regarding Shared
Services Payments, including with respect to attributions and allocations of
costs and expenses to the Borrower and the Subsidiaries, as the Administrative
Agent may reasonably request.

            Section 6.22 Designation of Unrestricted Subsidiaries. (a) Holdings
may not designate any Subsidiary as an Unrestricted Subsidiary and Holdings may
after the Original Closing Date designate any other newly formed or acquired
subsidiary as an Unrestricted Subsidiary under this Agreement (a "Designation")
only if:

            (i) such subsidiary does not own any Equity Interests of any
      Subsidiary;

<PAGE>

                                                                              74

            (ii) no Event of Default shall have occurred and be continuing at
      the time of or after giving effect to such Designation;

            (iii) after giving effect to such Designation and any related
      Investment to be made in such designated subsidiary by Holdings or any
      Subsidiary (which shall in any event include any existing Investment in
      such Person at the time it is designated as an Unrestricted Subsidiary),
      (A) any such existing Investment and related Investment would comply with
      Section 6.04 and (B) Holdings and the Subsidiaries would be in compliance
      with each of the Financial Covenants, calculated on a pro forma basis as
      if such Designation and Investment had occurred immediately prior to the
      first day of the period of four consecutive fiscal quarters most recently
      ended; and

            (iv) Holdings has delivered to the Administrative Agent (A) written
      notice of such Designation and (B) a certificate, dated the effective date
      of such Designation, of a Financial Officer stating that no Event of
      Default has occurred and is continuing and setting forth reasonably
      detailed calculations demonstrating pro forma compliance with the
      Financial Covenants in accordance with paragraph (iii) above.

            (b) Neither Holdings nor any Subsidiary shall at any time (i)
provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (ii) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary or (iii) be directly or indirectly liable for any other Indebtedness
which provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon (or cause such Indebtedness or the payment thereof to
be accelerated, payable or subject to repurchase prior to its final scheduled
maturity) upon the occurrence of a default with respect to any other
Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the
case of clause (i) or (ii) to the extent permitted under Section 6.01 and 6.04
hereof. Each Designation shall be irrevocable, and no Unrestricted Subsidiary
may become a Subsidiary, be merged with or into Holdings or any Subsidiary or
liquidate into or transfer substantially all its assets to Holdings or any
Subsidiary.

            Section 6.23 Employee Outsourcing Arrangements. In the event of any
bankruptcy or insolvency of the West Borrower while the Employee Cost Sharing
Agreement is in effect, the Borrower will, unless the Required Lenders otherwise
consent, use its commercially reasonable efforts (including by exercising such
rights as are legally available to it under such agreement) to directly employ
all Associated Employees as soon as practicable.

            Section 6.24 Commingling of Accounts. Each of Holdings and the
Borrower will not, nor will it cause or permit any Subsidiary to, commingle
amounts relating to Securitization Assets sold pursuant to a Securitization with
cash or any other amounts of Holdings, the Borrower and the Subsidiaries other
than the temporary commingling of collections on and proceeds of any accounts
receivable or related assets of the Borrower and its Subsidiaries, in each case
as may be necessary to identify and sort such collections and proceeds.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

            If any of the following events ("Events of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of any Loan or any
      reimbursement obligation in respect of any LC Disbursement when and as the
      same shall become due and payable, whether at the due date thereof or at a
      date fixed for prepayment thereof or otherwise;

<PAGE>

                                                                              75

      (b) the Borrower shall fail to pay any interest on any Loan or any fee or
any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Loan Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of three Business Days;

      (c) any representation or warranty made or deemed made by or on behalf of
the Parent, Holdings, the Borrower or any Subsidiary in or in connection with
any Loan Document or any amendment or modification thereof or waiver thereunder,
or in any certificate furnished pursuant to or in connection with any Loan
Document or any amendment or modification thereof or waiver thereunder, shall
prove to have been incorrect in any material respect when made or deemed made;

      (d) the Parent, Holdings or the Borrower shall fail to observe or perform
any covenant, condition or agreement contained in Section 5.02, 5.04 (with
respect to the existence of Holdings or the Borrower), 5.11 or in Article VI;

      (e) any Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in any Loan Document (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will promptly be given at the
request of any Lender);

      (f) Holdings, the Borrower or any Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable
(after giving effect to any applicable grace period specified in the agreement
or instrument governing such Indebtedness);

      (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (g) (i) shall not apply to (A) secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness and (B) repurchases of the
Existing Notes pursuant to the Change in Control Offers and (ii) shall give
effect to any notice required or grace period provided in the agreement or
instrument governing such relevant Material Indebtedness, but shall not give
effect to any waiver granted by the holders of such relevant Material
Indebtedness after the giving of such notice or during such applicable grace
period;

      (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of Holdings, the Borrower or any Material Subsidiary or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary or
for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

      (i) Holdings, the Borrower or any Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any

<PAGE>

                                                                              76

      Federal, state or foreign bankruptcy, insolvency, receivership or similar
      law now or hereafter in effect, (ii) consent to the institution of any
      proceeding or petition described in clause (h) of this Article, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for Holdings, the Borrower
      or any Subsidiary or for a substantial part of its assets, (iv) file an
      answer admitting the material allegations of a petition filed against it
      in any such proceeding that would entitle the other party or parties to an
      order for relief, (v) make a general assignment for the benefit of
      creditors or (vi) take any action for the purpose of effecting any of the
      foregoing;

            (j) one or more judgments for the payment of money in an aggregate
      amount in excess of $20,000,000 (net of amounts covered by insurance)
      shall be rendered against Holdings, the Borrower, any Subsidiary or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to
      attach or levy upon any assets of Holdings, the Borrower or any Subsidiary
      to enforce any such judgment;

            (k) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in a Material
      Adverse Effect;

            (l) any Lien purported to be created under any Security Document
      shall cease to be, or shall be asserted by any Loan Party not to be, a
      valid and perfected Lien on any Collateral having, in the aggregate, a
      value in excess of $10,000,000, with the priority required by the
      applicable Security Document, except (i) as a result of the sale or other
      disposition of the applicable Collateral in a transaction permitted under
      the Loan Documents or (ii) as a result of the Agent's failure to maintain
      possession of any stock certificates, promissory notes or other
      instruments delivered to it under the Collateral Agreement;

            (m) a Change in Control shall occur;

            (n) any Guarantee under the Collateral Agreement for any reason
      shall cease to be in full force and effect (other than in accordance with
      its terms), or any Guarantor shall assert in writing that the Collateral
      Agreement or any Guarantee thereunder has ceased to be or is not
      enforceable; or

            (o) the material breach of, or loss of rights under, any Core Qwest
      Agreement that has resulted in a material adverse effect on the business,
      operations, assets, liabilities, financial condition or results of
      operations of Holdings, the Borrower and its Subsidiaries, taken as a
      whole;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may with the
consent of the Required Lenders, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole, and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and in
case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate and the principal of
the Loans then outstanding,

<PAGE>

                                                                              77

together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                  ARTICLE VIII

                                    THE AGENT

            Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Agent as its agent and authorizes the Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably
incidental thereto.

            The bank serving as the Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Agent, and such bank and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Agent hereunder.

            The Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Agent is required to
exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Parent,
Holdings, the Borrower or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Agent or any of its Affiliates in any capacity
(other than as Agent). The Agent shall not be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Agent shall be deemed not to have knowledge
of any Default unless and until written notice thereof is given to the Agent by
Holdings, the Borrower or a Lender, and the Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Agent.

            The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be

<PAGE>

                                                                              78

liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

            The Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

            Subject to the appointment and acceptance of a successor to the
Agent as provided in this paragraph, the Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, with the consent of the
Borrower (such consent not to be unreasonably withheld or delayed and such
consent not to be required if an Event of Default under clause (a), (b), (h) or
(i) of Article VII has occurred and is continuing), to appoint a successor. If
no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Agent which shall be a bank with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent and Collateral Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Agent.

            Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.

            Each party hereto authorizes the Agent to enter into customary
intercreditor agreements in connection with Securitizations permitted under this
Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

            Section 9.01 Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

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                                                                              79

            (i) if to Holdings or the Borrower, to it at Dex Media East, Inc.,
      198 Inverness Drive West, Englewood, Colorado 80112 Attention of Chief
      Executive Officer (Telecopy No. (303) 784-1964);

            (ii) if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
      Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
      of Maryann Bui (Telecopy No. (713) 750-2358), with a copy to JPMorgan
      Chase Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of
      James Stone (Telecopy No. (212) 270-0213);

            (iii) if to the Issuing Bank or the Swingline Lender, to JPMorgan
      Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor,
      Houston, Texas 77002, Attention of Maryann Bui (Telecopy No. (713)
      750-2358), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New
      York, New York 10017, Attention of James Stone (Telecopy No. (212)
      270-0213); and

            (iv) if to any other Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire.

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

            Section 9.02 Waivers; Amendments. (a) No failure or delay by the
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agent, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether the Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

            (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender

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without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement held by any Lender or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of
such Lender, (iii) postpone the maturity of any Lender's Loan, or any scheduled
date of payment of the principal amount of any Lender's Term Loan under Section
2.10, or the required date of reimbursement of any LC Disbursement held by any
Lender, or any date for the payment of any interest or fees payable to any
Lender hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of such Lender, (iv) change Section 2.18(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby or change the last
sentence of Section 2.08(c) in a manner which would alter the pro rata reduction
of Commitments thereby, without the written consent of each Lender, (v) change
any of the provisions of this Section or the definition of "Required Lenders" or
any other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee
under the Collateral Agreement (except as expressly provided in the Collateral
Agreement), or limit its liability in respect of such Guarantee, without the
written consent of each Lender, (vii) release all or any substantial part of the
Collateral from the Liens of the Security Documents, without the written consent
of each Lender, (viii) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class
or (ix) limit the rights of the Tranche B Lenders to decline mandatory
prepayments as provided in Section 2.11, without the written consent of Tranche
B Lenders holding a majority of the outstanding Tranche B Loans; provided,
further that (A) no such agreement shall amend, modify or otherwise affect the
rights or duties of the Agent, the Issuing Bank or the Swingline Lender without
the prior written consent of the Agent, the Issuing Bank or the Swingline
Lender, as the case may be, and (B) any waiver, amendment or modification of
this Agreement that by its terms affects the rights or duties under this
Agreement of the Revolving Lenders (but not the Tranche A Lenders and Tranche B
Lenders), the Tranche A Lenders (but not the Revolving Lenders and Tranche B
Lenders) or the Tranche B Lenders (but not the Revolving Lenders and Tranche A
Lenders) may be effected by an agreement or agreements in writing entered into
by Holdings, the Borrower and requisite percentage in interest of the affected
Class of Lenders that would be required to consent thereto under this Section if
such Class of Lenders were the only Class of Lenders hereunder at the time.
Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by Holdings, the Borrower, the Required
Lenders and the Agent (and, if their rights or obligations are affected thereby,
the Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement
the Commitment of each Lender not consenting to the amendment provided for
therein shall terminate upon the effectiveness of such amendment and (ii) at the
time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under
this Agreement.

            (c) If, in connection with any proposed change, waiver, discharge or
termination of or to any of the provisions of this Agreement as contemplated by
clauses (i) through (ix), inclusive, of the first proviso to Section 9.02(b),
the consent of Lenders having Revolving Exposures, Term Loans and unused
Commitments representing more than 66-2/3% of the sum of the total Revolving
Exposures, outstanding Term Loans and unused Commitments at such time is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clause (i) or (ii) below, to either (i) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if any such
Lender's consent is required with respect to less than all Classes of Loans (or
related Commitments), to replace only the Commitments and/or Loans of any such
non-consenting

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                                                                              81

Lender that gave rise to the need to obtain such Lender's individual consent)
with one or more assignees pursuant to, and with the effect of an assignment
under, Section 2.19 so long as at the time of such replacement, each such
assignee consents to the proposed change, waiver, discharge or termination or
(ii) terminate such non-consenting Lender's Commitment (if such Lender's consent
is required as a result of its Commitment) and/or repay each Class of
outstanding Loans of such Lender that gave rise to the need to obtain such
Lender's consent and/or cash collateralize its LC Exposure, in accordance with
Section 2.05(j); provided (A) that, unless the Commitments that are terminated
and Loans that are repaid pursuant to the preceding clause (ii) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to the preceding clause (ii), Lenders having Revolving Exposures, Term
Loans and unused Commitments representing more than 66-2/3% of the sum of the
total Revolving Exposures, outstanding Term Loans and unused Commitments at such
time (determined after giving effect to the proposed action) shall specifically
consent thereto and (B) any such replacement or termination transaction
described above shall be effective on the date notice is given of the relevant
transaction and shall have a settlement date no earlier than five Business Days
and no later than 90 days after the relevant transaction; provided further that
the Borrower shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such
Lender's rights (and the withholding of any required consent by such Lender)
pursuant to the second proviso to Section 9.02(b).

            Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent, the
Arrangers and their Affiliates, including the reasonable fees, charges and
disbursements of (a) a single transaction and documentation counsel for the
Agent and the Arrangers and (b) such other local counsel and special counsel as
may be required in the reasonable judgment of the Agent and the Arrangers, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Agent, the Arrangers, the Issuing Bank or any Lender, (including the
fees, charges and disbursements of (a) a single transaction and documentation
counsel for the Agent, the Arrangers, the Issuing Bank and any Lender and (b)
such other local counsel and special counsel as may be required in the
reasonable judgment of the Agent and the Arrangers) in connection with
documentary taxes or the enforcement or protection of its rights in connection
with the Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

            (b) The Borrower shall indemnify the Agent, the Arrangers, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of (a) a single
transaction and documentation counsel for any Indemnitee and (b) such other
local counsel and special counsel as may be required in the reasonable judgment
of the Agent and the Arrangers, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with

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                                                                              82

the terms of such Letter of Credit), (iii) any actual or alleged presence or
Release of Hazardous Materials on or from any Mortgaged Property or any other
property currently or formerly owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

            (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Agent, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Agent, the Issuing Bank or the Swingline Lender in its capacity as
such. For purposes hereof, a Lender's "pro rata share" shall be determined based
upon its share of the sum of the total Revolving Exposures, outstanding Term
Loans and unused Commitments at the time.

            (d) To the extent permitted by applicable law, neither Holdings nor
the Borrower shall assert, and each hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable not later
than 10 days after written demand therefor.

            Section 9.04 Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it), with the prior written
consent (such consent not to be unreasonably withheld or delayed) of:

            (A) the Borrower, provided that no consent of the Borrower shall be
      required (x) for an assignment by a Revolving Lender to an existing
      Revolving Lender or an assignment of Term Loans to a Lender, an Affiliate
      of a Lender, an Approved Fund (as defined below) or, (y) if an

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                                                                              83

      Event of Default under clause (a), (b), (h) or (i) of Article VII has
      occurred and is continuing, any other assignee; and

            (B) the Administrative Agent (and, in the case of an assignment of
      all or a portion of any Lender's obligations in respect of its LC
      Exposure, the Issuing Bank), provided that no consent of the
      Administrative Agent or Issuing Bank, as the case may be, shall be
      required for an assignment of Term Loans to an assignee that is a Lender
      immediately prior to giving effect to such assignment, an Affiliate of a
      Lender or an Approved Fund.

        (ii) Assignments shall be subject to the following conditions:

            (A) except in the case of an assignment to a Lender, an Affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitment, the amount of the Commitment
      of the assigning Lender subject to each such assignment (determined as of
      the date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent) shall not be less than $1,000,000
      unless each of the Borrower and the Administrative Agent otherwise
      consent, provided that no such consent of the Borrower shall be required
      if an Event of Default under clause (a), (b), (h) or (i) of Article VII
      has occurred and is continuing;

            (B) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, provided that this clause shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Class of Commitments or
      Loans;

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500 (it being understood that only a
      single processing and recordation fee of $3,500 will be payable with
      respect to any multiple assignments to or by a Lender, an Affiliate of a
      Lender or an Approved Fund pursuant to clause (ii)(A) above, each of which
      is individually less than $1,000,000, that are simultaneously
      consummated); and

            (D) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire.

            For purposes of this Section 9.04(b), the term "Approved Fund" has
the following meaning:

            "Approved Fund" means any Person (other than an natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) any
entity or an Affiliate of an entity that administers or manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any

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                                                                              84

assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time, which register shall indicate that each lender is entitled to
interest paid with respect to such Loans and LC Disbursements (the "Register").
The entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of, or notice to, the
Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a "Participant") in
all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.

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                                                                              85

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

            Section 9.05 Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

            Section 9.06 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when the conditions set forth in
Section 4 of the Agreement to Amend and Restate shall have been satisfied, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

            Section 9.07 Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            Section 9.08 Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

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                                                                              86

            Section 9.09 Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other
Loan Document against Holdings, the Borrower or its properties in the courts of
any jurisdiction.

            (c) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

            Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            Section 9.11 Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            Section 9.12 Confidentiality. Each of the Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by

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                                                                              87

applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (ii) any pledgee referred to in Section 9.04(d) or (iii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower. For the
purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Agent, the Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by Holdings or the
Borrower; provided that, in the case of information received from Holdings or
the Borrower after the date hereof, such information is clearly identified at
the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding
anything herein to the contrary or in any other written or oral understanding or
agreement to which the parties hereto are parties or by which they are bound,
the parties to this Agreement agree that (i) any obligations of confidentiality
contained herein and therein do not apply and have not applied from the
commencement of discussions between the parties to the tax treatment and tax
structure of the transactions contemplated by the Loan Documents and (ii) each
party (and any employee, representative or other agent of such party) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure; provided that tax treatment and tax structure shall not include the
identity of any existing or future party (or any affiliate of such party) to
this Agreement or any other Loan Document and provided further that each party
recognizes that the privilege each has to maintain, in its sole discretion, the
confidentiality of a communication relating to the transactions contemplated by
the Loan Documents, including a confidential communication with its attorney or
a confidential communication with a federally authorized tax practitioner under
Section 7525 of the Code, is not intended to be affected by the foregoing.

            Section 9.13 Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

            Section 9.14 Termination or Release. (a) At such time as the Loans,
the Borrower's obligations to reimburse the Issuing Bank pursuant to Section
2.05(e) for LC Disbursements, all accrued interest and fees under this
Agreement, and all other obligations under the Loan Documents (other than (i)
obligations under Sections 2.15, 2.17 and 9.03 that are not then due and payable
and (ii) obligations in

<PAGE>

                                                                              88

respect of outstanding Letters of Credit) shall have been paid in full in cash,
the Commitments have been terminated and all Letters of Credit shall have been
discharged or cash collateralized to the reasonable satisfaction of the Agent
and Issuing Bank (each of which shall have confirmed such satisfaction by
written notice to the Borrower), the Collateral shall be released from the Liens
created by the Security Documents, and the obligations (other than those
expressly stated to survive termination) of the Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument
or performance of any act by any Person.

            (b) A Subsidiary Loan Party shall automatically be released from its
obligations under the Collateral Agreement and the security interests in the
Collateral of such Subsidiary Loan Party shall be automatically released upon
the consummation of any transaction permitted by this Agreement as a result of
which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower.

            (c) Upon any sale or other transfer by any Loan Party of any
Collateral that is permitted under this Agreement to any Person that is not a
Loan Party, or upon the effectiveness of any written consent to the release of
the security interest granted by the Collateral Agreement in any Collateral
pursuant to Section 9.02 of this Agreement, the security interest in such
Collateral shall be automatically released.

            (d) In connection with any termination or release pursuant to
paragraph (a), (b) or (c) of this Section 9.14, the Collateral Agent shall
execute and deliver to any Loan Party at such Loan Party's expense all documents
that such Loan Party shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section 9.14
shall be without recourse to or warranty by the Collateral Agent or any Lender.

            Section 9.15 USA Patriot Act. Each Lender hereby notifies the
Parent, Holdings and the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "USA Patriot Act"), it is required to obtain, verify and record information
that identifies the Parent, Holdings and the Borrower, which information
includes the name and address of the Parent, Holdings and the Borrower and other
information that will allow such Lender to identify the Parent, Holdings and the
Borrower in accordance with the USA Patriot Act.

<PAGE>

                                                                              89

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                       DEX MEDIA EAST, INC.,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:

                                       DEX MEDIA EAST LLC,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:

                                       DEX MEDIA, INC.,

                                          by
                                            ____________________________________
                                            Name:
                                            Title:

<PAGE>

                                                                              90

                                       JPMORGAN CHASE BANK, N.A.,
                                       individually and as Administrative Agent,

                                          by
                                            ____________________________________
                                            Name:
                                            Title: