<PAGE>

                                                                    EXHIBIT 10.3

                         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 "Existing Lenders"), those lenders listed on Schedule I hereto
(the "Additional Lenders" and together with the Existing Lenders, 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.

                                   WITNESSETH:

            WHEREAS, Dex Media, Inc., a Delaware corporation ("Parent"), Dex
Media West, Inc., a Delaware corporation ("Holdings"), Dex Media West LLC, a
Delaware limited liability company (the "Borrower") and certain lenders are
parties to a Credit Agreement, dated as of September 9, 2003, as amended (as in
effect immediately prior to the Restatement Effective Date, 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 Tranche B-1 Term Loans (as defined below) to be made
available under the Restated Credit Agreement (as defined below), (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
Existing Lenders amend and restate the Existing Credit Agreement as provided in
this Agreement and that the Lenders with Tranche B-1 Commitments (as defined
below) make available the Tranche B-1 Term Loans; and

            WHEREAS, the Lenders with Tranche B-1 Commitments are willing to
provide the Tranche B-1 Term Loans and 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 (as defined below) 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.

<PAGE>

            2. Each Lender with a Tranche B-1 Commitment amount specified
opposite its name on Schedule I agrees to make term loans (the "Tranche B-1 Term
Loans") on and after the Restatement Effective Date to the Borrower in the
aggregate principal amount specified as its Tranche B-1 Commitment on Schedule I
in accordance with clause (ii) of Section 2.01(a) of the Restated Credit
Agreement.

            3. 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 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 to terminate the Parent Agreement
effective as of the Restatement Effective Date pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent (and the
Administrative Agent agrees to so terminate the Parent Agreement).

            4. This Agreement shall become effective (the "AAR Effective Date")
on the date on which the Administrative Agent shall have received, in the case
of RHD Corp., a counterpart to this Agreement and, in the case of the Required
Lenders under, and as defined in, the Existing Credit Agreement and each Lender
with a Tranche B-1 Commitment, a Lender Addendum.

            5. 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 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 to the Existing Lenders for the purpose of securing
obligations outstanding under the Existing Credit Agreement.

            (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.

                                      -2-

<PAGE>

            (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.

            (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.

            6. RHD Corp. shall pay, or cause to be paid, to the Administrative
Agent for the account of each Lender with a Tranche B-1 Commitment a commitment
fee, which shall accrue at 0.375% per annum on the daily unused amount of the
Tranche B-1 Commitment of such Lender during the period from and including the
AAR Effective Date to but excluding the earlier of (i) the Restatement Effective
Date and (ii) the termination of the Tranche B-1 Commitments. Accrued commitment
fees shall be payable in arrears on the earlier of (i) the Restatement Effective
Date and (ii) the termination of the Tranche B-1 Commitments. 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).

            7. RHD Corp. may at any time, without premium or penalty, terminate,
or from time to time reduce, the Tranche B-1 Commitments; provided that each
reduction of the Tranche B-1 Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. RHD Corp. shall
notify the Administrative Agent of any election to terminate or reduce the
Tranche B-1 Commitments under 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

                                      -3-

<PAGE>

notice delivered by RHD Corp. pursuant to this Section shall be irrevocable. Any
termination or reduction of the Tranche B-1 Commitments shall be permanent. Each
reduction of the Tranche B-1 Commitments shall be made ratably among the Lenders
in accordance with their respective Tranche B-1 Commitments.

            8. 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.

            9. 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.

            10. 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.

            11. 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.

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

                            [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 Sections 6, 7 and 12,

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

               Signature Page to the Dex West 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 West Amendment Agreement
<PAGE>

                                                                         ANNEX A

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

                                CREDIT AGREEMENT

                         dated as of September 9, 2003,

                as amended and restated as of _________ __, 2006,

                                      among
                                DEX MEDIA, INC.,
                              DEX MEDIA WEST, INC.,
                               DEX MEDIA WEST 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>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
                                    ARTICLE I

                                   Definitions

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

                                   ARTICLE II

                                   The Credits

Section 2.01  Commitments..................................................   32
Section 2.02  Loans and Borrowings.........................................   32
Section 2.03  Requests for Borrowings......................................   33
Section 2.04  Swingline Loans..............................................   33
Section 2.05  Letters of Credit............................................   35
Section 2.06  Funding of Borrowings........................................   38
Section 2.07  Interest Elections...........................................   39
Section 2.08  Termination and Reduction of Commitments.....................   40
Section 2.09  Repayment of Loans; Evidence of Debt.........................   40
Section 2.10  Amortization of Term Loans...................................   41
Section 2.11  Prepayment of Loans..........................................   43
Section 2.12  Fees.........................................................   45
Section 2.13  Interest.....................................................   46
Section 2.14  Alternate Rate of Interest...................................   47
Section 2.15  Increased Costs..............................................   47
Section 2.16  Break Funding Payments.......................................   48
Section 2.17  Taxes........................................................   48
Section 2.18  Payments Generally; Pro Rata Treatment; Sharing of Setoffs...   50
Section 2.19  Mitigation Obligations; Replacement of Lenders...............   51

                                   ARTICLE III

                         Representations and Warranties

Section 3.01  Organization; Powers.........................................   52
Section 3.02  Authorization; Enforceability................................   52
Section 3.03  Governmental Approvals; No Conflicts.........................   52
Section 3.04  Financial Condition; No Material Adverse Change..............   52
Section 3.05  Properties...................................................   53
Section 3.06  Litigation and Environmental Matters.........................   53
</TABLE>

<PAGE>

                                                                  Contents, p. 2

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Section 3.07  Compliance with Laws and Agreements..........................   53
Section 3.08  Investment and Holding Company Status........................   54
Section 3.09  Taxes........................................................   54
Section 3.10  ERISA; Margin Regulations....................................   54
Section 3.11  Disclosure...................................................   54
Section 3.12  Subsidiaries.................................................   54
Section 3.13  Insurance....................................................   55
Section 3.14  Labor Matters................................................   55
Section 3.15  Solvency.....................................................   55
Section 3.16  Senior Indebtedness..........................................   55
Section 3.17  Parent Acquisition...........................................   55
Section 3.18  Security Documents...........................................   55
Section 3.19  Liens........................................................   56
Section 3.20  No Burdensome Restrictions...................................   56

                                   ARTICLE IV

                                   Conditions

Section 4.01  Each Credit Event............................................   56

                                    ARTICLE V

                              Affirmative Covenants

Section 5.01  Financial Statements and Other Information...................   57
Section 5.02  Notices of Material Events...................................   59
Section 5.03  Information Regarding Collateral.............................   59
Section 5.04  Existence; Conduct of Business...............................   60
Section 5.05  Payment of Obligations.......................................   60
Section 5.06  Maintenance of Properties....................................   60
Section 5.07  Insurance....................................................   60
Section 5.08  Casualty and Condemnation....................................   60
Section 5.09  Books and Records; Inspection and Audit Rights...............   60
Section 5.10  Compliance with Laws.........................................   61
Section 5.11  Use of Proceeds and Letters of Credit........................   61
Section 5.12  Additional Subsidiaries......................................   61
Section 5.13  Further Assurances...........................................   61
Section 5.14  Interest Rate Protection.....................................   62
Section 5.15  Transition of Qwest Billing..................................   62

                                   ARTICLE VI

                               Negative Covenants

Section 6.01  Indebtedness; Certain Equity Securities......................   62
Section 6.02  Liens........................................................   64
Section 6.03  Fundamental Changes..........................................   65
Section 6.04  Investments, Loans, Advances, Guarantees and Acquisitions....   65
Section 6.05  Asset Sales..................................................   67
</TABLE>

<PAGE>

                                                                  Contents, p. 3

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Section 6.06  Sale and Leaseback Transactions..............................   68
Section 6.07  Swap Agreements..............................................   68
Section 6.08  Restricted Payments; Certain Payments of Indebtedness........   68
Section 6.09  Transactions with Affiliates.................................   70
Section 6.10  Restrictive Agreements.......................................   71
Section 6.11  Change in Business...........................................   72
Section 6.12  Fiscal Year..................................................   72
Section 6.13  Amendment of Material Documents..............................   72
Section 6.14  Tax Payments.................................................   72
Section 6.15  Interest Coverage Ratio......................................   73
Section 6.16  [Reserved]...................................................   73
Section 6.17  Leverage Ratio...............................................   73
Section 6.18  Senior Secured Leverage Ratio................................   74
Section 6.19  [Reserved]...................................................   74
Section 6.20  Collections, Funds and Permitted Investments.................   74
Section 6.21  Employee Outsourcing Arrangements............................   75
Section 6.22  Parent Covenants.............................................   75
Section 6.23  Designation of Unrestricted Subsidiaries.....................   76
Section 6.24  Commingling of Accounts......................................   77

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                                    The Agent

                                   ARTICLE IX

                                  Miscellaneous

Section 9.01  Notices......................................................   81
Section 9.02  Waivers; Amendments..........................................   82
Section 9.03  Expenses; Indemnity; Damage Waiver...........................   83
Section 9.04  Successors and Assigns.......................................   85
Section 9.05  Survival.....................................................   87
Section 9.06  Counterparts; Integration; Effectiveness.....................   88
Section 9.07  Severability.................................................   88
Section 9.08  Right of Setoff..............................................   88
Section 9.09  Governing Law; Jurisdiction; Consent to Service of Process...   88
Section 9.10  WAIVER OF JURY TRIAL.........................................   89
Section 9.11  Headings.....................................................   89
Section 9.12  Confidentiality..............................................   89
Section 9.13  Interest Rate Limitation.....................................   90
Section 9.14  Termination or Release.......................................   90
Section 9.15  USA Patriot Act..............................................   91
</TABLE>

<PAGE>

                                                                  Contents, p. 4

SCHEDULES:

Schedule 2.01.  --  Commitments
Schedule 3.03       Governmental Approvals; No Conflicts
Schedule 3.05.  --  Properties
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

EXHIBITS:

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

<PAGE>

            CREDIT AGREEMENT, dated as of September 9, 2003, as amended and
restated as of ___________ __, 2006 (this "Agreement"), among DEX MEDIA, INC., a
Delaware corporation, DEX MEDIA WEST, INC., a Delaware corporation, DEX MEDIA
WEST 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
Sections 6, 7 and 12 thereof), the Administrative Agent and the lenders party
thereto.

            "Allocable Net Proceeds" means, with respect to (i) any Equity
Issuance of the Parent, 58% 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
West Acquisition. For purposes of determining Allocable Net Proceeds, any costs
and expenses deducted from gross proceeds shall be allocated ratably

<PAGE>
                                                                               2

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, (b) with respect to any Tranche B-1 Term Loan,
0.50% per annum, in the case of an ABR Loan, and 1.50% per annum, in the case of
a Eurodollar Loan, and (c) 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.

<PAGE>
                                                                               3

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

            "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 $15,000,000 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 East Borrower or of
the Employee Company that provide substantial services to or for the benefit of
the Borrower and its Subsidiaries and in respect of which the Borrower makes
payments to the East 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 September 9, 2003, between Qwest Corp.
and the Borrower and (b) after November 1, 2004, the

<PAGE>
                                                                               4

Agreement for the Provision of Billing and Collection Services for Directory
Publishing Services dated as of November 1, 2004, between Qwest Corp. and
Parent.

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

            "Borrower" means Dex Media West 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;

<PAGE>
                                                                               5

            (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;

            (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, Tranche B-1 Term Loans or Swingline
Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment or a Tranche B-1 Commitment.

            "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

<PAGE>
                                                                               6

      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;

            (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.

            "Commitment" means a Revolving Commitment or a Tranche B-1
Commitment, or any combination thereof (as the context requires).

            "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 Section 6.08(a)(viii) and Section
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

<PAGE>
                                                                               7

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).

            "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 East Holdings or the East 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.

<PAGE>
                                                                               8

            "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.

            "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 East Credit
Facilities.

<PAGE>
                                                                               9

            "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).

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

            "East Borrower" means Dex Media East LLC, a Delaware limited
liability company and a subsidiary of East Holdings and the Parent.

            "East Credit Agreement" means the Credit Agreement, dated as of
November 8, 2002, as amended and restated as of the date hereof, among the
Parent, East Holdings, the East Borrower, various lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.

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

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

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

            "East Indentures" means, (a) the Indenture dated as of November 8,
2002, among the East Borrower, Dex Media East Finance Co. and U.S. Bank National
Association, as trustee, relating to the East Borrower's 9--7/8% Senior Notes
due 2009 and (b) the Indenture dated as of November 8, 2002, among the East
Borrower, Dex Media East Finance Co. and U.S. Bank National Association, as
trustee, relating to the East Borrower's 12--1/8% Senior Subordinated Notes due
2012.

            "East 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.

            "Employee Company" means a limited purpose, bankruptcy remote
limited liability company to be established, if required by the provisions of
Section 6.21, 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 East Holdings or a wholly owned subsidiary thereof,
with the

<PAGE>
                                                                              10

remaining Equity Interests owned by Holdings or a wholly owned subsidiary
thereof, East 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 East Borrower or its subsidiaries
and (y) to be compensated by the Borrower and the East 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 East 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 East 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, 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.

            "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.

<PAGE>
                                                                              11

            "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 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

<PAGE>
                                                                              12

            (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 Section 6.08(a)(vii), Section
      6.08(a)(viii) and Section 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.

            "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 West Acquisition Agreement
and any other agreements directly relating to the West Acquisition and (b)
Capital Expenditures of Holdings, the Borrower and the Subsidiaries in a
cumulative aggregate amount not exceeding $45,000,000 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

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                                                                              13

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, 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

<PAGE>
                                                                              14

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 West, 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 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

<PAGE>
                                                                              15

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 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.

            "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

<PAGE>
                                                                              16

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 or Schedule I to
the Agreement to Amend and Restate 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.

            "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.

<PAGE>
                                                                              17

            "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 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

<PAGE>
                                                                              18

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 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 November 8, 2002, among East Borrower,
the 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

<PAGE>
                                                                              19

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 September 9, 2003.

            "Original Credit Agreement" means the Credit Agreement, dated as
September 9, 2003, as amended, among Parent, Holdings, the Borrower, JPMorgan
Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as administrative agent, and
others.

            "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.

<PAGE>
                                                                              20

            "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
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;

<PAGE>
                                                                              21

            (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;

            (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

<PAGE>
                                                                              22

      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

            (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)).

<PAGE>
                                                                              23

            "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).

            "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
November 8, 2002, among Dex Holdings LLC, East Borrower, the 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.

<PAGE>
                                                                              24

            "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 ("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.

<PAGE>
                                                                              25

            "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 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 September 9, 2009, or, if such day
is not a Business Day, the next preceding Business Day.

            "RHD Allocable Share" means, with respect to any amount, 40% 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.

<PAGE>
                                                                              26

            "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 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.

<PAGE>
                                                                              27

            "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.

            "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 9--7/8% Senior
Subordinated Notes due 2013 in an initial aggregate principal amount of
$780,000,000.

            "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 indentures 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 (a) 8--1/2% Senior
Notes due 2010 in an initial aggregate principal amount of $385,000,000 and (b)
5--7/8 Senior Notes due 2011 in an initial aggregate principal amount of
$300,000,000.

            "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 East Borrower and
its subsidiaries (including any "unrestricted subsidiaries" permitted by the
East Credit Facilities) and/or Unrestricted Subsidiaries in accordance with the
provisions of Section 6.22(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

<PAGE>
                                                                              28

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 East Borrower
and its subsidiaries (including any unrestricted subsidiaries permitted by the
East 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 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 East 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 6.23.

<PAGE>
                                                                              29

            "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 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, Tranche B Term Loans and
Tranche B-1 Term Loans.

            "Territories" means the states of Arizona, Idaho, Montana, Oregon,
Utah, Washington and Wyoming.

            "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

<PAGE>
                                                                              30

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 September 9, 2009, 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
to clause (i) of Section 2.01(a).

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

            "Tranche B Maturity Date" means March 9, 2010, 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 clause (i) of Section 2.01(a).

            "Tranche B-1 Commitment" means, with respect to each Lender, the
commitment of such Lender, if any, to make Tranche B-1 Term Loans pursuant to
clause (ii) of Section 2.01(a) during the Tranche B-1 Term Loan Availability
Period. The amount of each Lender's Tranche B-1 Commitment is set forth on
Schedule I to the Agreement to Amend and Restate.

            "Tranche B-1 Lender" means a Lender with a Tranche B-1 Commitment or
an outstanding Tranche B-1 Term Loan.

            "Tranche B-1 Maturity Date" means March 9, 2010, or, if such day is
not a Business Day, the next preceding Business Day.

            "Tranche B-1 Term Loan" means a Tranche B-1 Term Loan made during
the Tranche B-1 Term Loan Availability Period pursuant to clause (ii) of Section
2.01(a).

            "Tranche B-1 Term Loan Availability Period": the period from and
including the Restatement Effective Date to but excluding the date that is 45
days following the Restatement Effective Date.

            "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 6.23. No Unrestricted Subsidiary may own any Equity
Interests of the Borrower, a Subsidiary or East Holdings or any of its
subsidiaries (other than an "unrestricted subsidiary" of East Holdings pursuant
to the credit agreement relating to the East Credit Facilities).

            "West Acquisition" means the acquisition by the Borrower pursuant to
the West Acquisition Agreement of all the Equity Interests of GPP LLC, a
Delaware limited liability company, and

<PAGE>
                                                                              31

the other transactions contemplated by the West Acquisition Agreement and the
documents related thereto. Immediately after such acquisition of GPP LLC, the
Borrower was merged with and into GPP LLC, which changed its name to "Dex Media
West LLC".

            "West Acquisition Agreement" means the Purchase Agreement dated as
of August 19, 2002, among Dex, Qwest Services, Qwest and Dex Holdings LLC, as
amended by an amendment dated as of September 9, 2003.

            "West 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 West 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 West Acquisition Agreement,
except, in each case, any such receipt of a payment that constitutes a Damages
Event, or (y) constituting a post-closing purchase price adjustment under the
West Acquisition Agreement.

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

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

            "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").

            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
<PAGE>

                                                                              32

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, (i) 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 and/or (ii) on and
after the Restatement Effective Date, each Tranche B-1 Lender agrees to make
Tranche B-1 Term Loans to the Borrower during the Tranche B-1 Term Loan
Availability Period in not more than two draws in an aggregate amount not to
exceed for both such draws the respective amount set forth opposite its name on
Schedule I to the Agreement to Amend and Restate under the heading "Tranche B-1
Commitment".

                      (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.

                      (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

<PAGE>

                                                                              33

      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 25 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, Tranche B Maturity Date or Tranche B-1 Maturity Date, as applicable.

                  Section 2.03 Requests for Borrowings. (a) 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, Tranche B Term Borrowing or
            Tranche B-1 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;

                      (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

<PAGE>

                                                                              35

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 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.

<PAGE>

                                                                              35

                  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 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.

<PAGE>

                                                                              36

                       (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) 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

<PAGE>

                                                                              37

      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 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

<PAGE>

                                                                              38

      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.

                       (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

<PAGE>

                                                                              39

      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".

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.

<PAGE>

                                                                              40

                       (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) To
the extent not previously terminated, the Tranche B-1 Commitments shall
terminate at 5:00 p.m., New York City time, on June 30, 2006, and 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 Commitments of any
      Class; provided that (i) each reduction of the Commitments of any Class
      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 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 Commitments of any Class
      shall be permanent. Each reduction of the Commitments of any Class shall
      be made ratably among the Lenders in accordance with their respective
      Commitments of such Class.

                  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 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

<PAGE>

                                                                              41

      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 (e) 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                                   4.49097%
June 30, 2006                                    4.49097%
September 30, 2006                               4.49097%
December 31, 2006                                5.98804%
March 31, 2007                                   5.98804%
June 30, 2007                                    5.98804%
September 30, 2007                               5.98804%
December 31, 2007                                6.28741%
March 31, 2008                                   6.28741%
June 30, 2008                                    6.28741%
September 30, 2008                               6.28741%
December 31, 2008                                9.35632%
March 31, 2009                                   9.35632%
June 30, 2009                                    9.35632%
Tranche A Maturity Date                          9.35632%
</TABLE>

                       (b)Subject to adjustment pursuant to paragraph (e) 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 the aggregate
      principal amount of Tranche B Term Loans continued on the Restatement
      Effective Date set forth opposite such date:

<PAGE>

                                                                              42

<TABLE>
<CAPTION>
                                              Percentage of
                                            Principal Amount
       Date                                    to be Repaid
       ----                                 -----------------
<S>                                         <C>
March 31, 2006                                   1.06209%
June 30, 2006                                    1.06209%
September 30, 2006                               1.06209%
December 31, 2006                                1.06209%
March 31, 2007                                   1.06209%
June 30, 2007                                    1.06209%
September 30, 2007                               1.06209%
December 31, 2007                                1.06209%
March 31, 2008                                   1.06209%
June 30, 2008                                    1.06209%
September 30, 2008                               1.06209%
December 31, 2008                                1.06209%
March 31, 2009                                   1.06209%
June 30, 2009                                   20.22059%
September 30, 2009                              20.22059%
December 31, 2009                               22.87582%
Tranche B Maturity Date                         22.87582%
</TABLE>

                       (c)Subject to adjustment pursuant to paragraph (e) of
      this Section 2.10, the Borrower shall repay Tranche B-1 Borrowings on each
      date set forth below in an amount equal to the percentage of the aggregate
      principal amount of Tranche B-1 Term Loans made during the Tranche B-1
      Term Loan Availability Period set forth opposite such date:

<TABLE>
<CAPTION>
                                              Percentage of
                                            Principal Amount
       Date                                    to be Repaid
       ----                                 -----------------
<S>                                         <C>
March 31, 2006                                   1.06209%
June 30, 2006                                    1.06209%
September 30, 2006                               1.06209%
December 31, 2006                                1.06209%
March 31, 2007                                   1.06209%
June 30, 2007                                    1.06209%
September 30, 2007                               1.06209%
December 31, 2007                                1.06209%
March 31, 2008                                   1.06209%
June 30, 2008                                    1.06209%
September 30, 2008                               1.06209%
December 31, 2008                                1.06209%
March 31, 2009                                   1.06209%
June 30, 2009                                   20.22059%
September 30, 2009                              20.22059%
December 31, 2009                               22.87582%
Tranche B-1 Maturity Date                       22.87582%
</TABLE>

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

<PAGE>

                                                                              43

      the Tranche B Maturity Date and (iii) all Tranche B-1 Term Loans shall be
      due and payable on the Tranche B-1 Maturity Date.

                       (e)(i) Any mandatory or optional prepayment of a Tranche
      A Term Borrowing shall be applied first to reduce the first scheduled
      payment to become due under Section 2.10(a) and, thereafter, to reduce
      subsequent scheduled repayments of Tranche A Term Borrowings to be made
      pursuant to Section 2.10(a) ratably, (ii) any mandatory or optional
      prepayment of a Tranche B Term Borrowing shall be applied to reduce the
      subsequent scheduled payments of the Tranche B Term Borrowings to be made
      pursuant to Section 2.10(b) ratably and (iii) any mandatory or optional
      prepayment of a Tranche B-1 Term Borrowing shall be applied to reduce the
      subsequent scheduled payments of the Tranche B-1 Term Borrowings to be
      made pursuant to Section 2.10(c) ratably.

                       (f)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. (a) 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 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

<PAGE>

                                                                              44

      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 to be
      prepaid so that the aggregate amount of such prepayment is allocated
      between the Tranche A Term Borrowings, Tranche B Term Borrowings and
      Tranche B-1 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 or Tranche B-1 Lender, as the case may
      be, 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 respective
      Tranche B Term Loans or Tranche B-1 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
      or Tranche B-1 Term Loans, as the case may be, 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

<PAGE>

                                                                              45

      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 the Revolving
Commitments terminate. 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 the 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 to the Administrative Agent
      for the account of each Lender with a Tranche B-1 Commitment a commitment
      fee, which shall accrue at 0.375% per annum on the daily unused amount of
      the Tranche B-1 Commitment of such Lender during the period from and
      including the Restatement Effective Date to but excluding the termination
      of the Tranche B-1 Commitments. Accrued commitment fees shall be payable
      in arrears on the termination of the Tranche B-1 Commitments. 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).

                       (c)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 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

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                                                                              46

      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).

                       (d)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.

                       (e)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>

                                                                              47

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

                  (b) 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

                  (c) 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

<PAGE>

                                                                              48

      held by, 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 (a) 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>

                                                                              48

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

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                                                                              50

      any other information relating to its Taxes that it deems confidential) to
      the Borrower or any other Person.

                  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

<PAGE>

                                                                              51

      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.

                      (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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                                                                              52

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each of Holdings and the Borrower and, solely for purposes of
Section 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.
(a) 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

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                                                                              53

      such Transactions 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.

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                                                                              54

                  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) East Holdings,
the East Borrower and the East 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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                                                                              55

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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                                                                              56

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. (a) The obligation of each
Lender to make a Loan on any date (other than any Tranche B-1 Term Loan), 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:

                        (i)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 made or the
            date of issuance, increase, renewal or extension of such Letter of
            Credit, as

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                                                                              57

            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.

                        (ii) 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.

                      (b)The obligation of each Lender to make a Tranche B-1
      Term Loan after the Restatement Effective Date is subject to 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 being true and
      correct in all material respects.

                      (c)Each funding of Loans (other than any Borrowing of
      Tranche B-1 Term 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 paragraph (a) of this Section. Each funding of
      Tranche B-1 Term Loans made after the Restatement Effective Date shall be
      deemed to constitute a representation and warranty by Holdings and the
      Borrower on the date thereof as to the matters specified in paragraph (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

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                                                                              58

            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 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;

<PAGE>

                                                                              59

                  (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

                  (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. (a) 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)

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                                                                              60

      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 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.

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                                                                              61

                  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
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 Tranche B-1 Term Loans will be used only to finance a portion of
the Parent Acquisition on the Restatement Effective Date and to redeem the
Existing Notes pursuant to the Change in Control Offers on or after the
Restatement Effective Date and, in each case, to pay fees and expenses in
connection therewith. 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

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                                                                              62

      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 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 West 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 East 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. (a)
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;

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                                                                              63

                      (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;

                      (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 $45,000,000 at any time outstanding, and (B) 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 $30,000,000 at any time outstanding;

                      (ix) other unsecured Indebtedness in an aggregate
      principal amount not exceeding $75,000,000 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 $232,000,000 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 $300,000,000
      at any time outstanding; and

                      (xiii) Indebtedness incurred pursuant to any Put
      Financing.

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                                                                              64

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

                  Section 6.02 Liens. (a) 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 $30,000,000 at any time outstanding.

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                                                                              65

                      (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.

                  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 West 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 $30,000,000 at any time
            outstanding;

<PAGE>

                                                                              66

                  (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 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 $300,000,000
            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, $450,000,000;

                  (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 or to Associated 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
            $15,000,000;

                  (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

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                                                                              67

            Designated Equity Proceeds, in an aggregate amount at any time
            outstanding not in excess of $75,000,000.

                  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:

                  (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
            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 $232,000,000 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 $300,000,000; 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

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                                                                              68

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 the same purpose or purposes
as the property sold or transferred, except (a) for 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 Section 6.01(a)(vii) and Section 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. (a) 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, (iii) 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 $15,000,000 in any fiscal year, (iv) 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), (v) 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 $12,500,000
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, (vi) Restricted Payments in amounts as shall be necessary to
make Tax Payments to

<PAGE>

                                                                              69

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, (vii)
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 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, (viii) 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 West 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 West 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, (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, and (xi) 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 proceeds
of the Tranche B-1 Term Loans made on or after the Restatement Effective Date,
provided, however, that such proceeds must be applied to consummate the Parent
Acquisition in accordance with the Merger Agreement and/or to redeem Existing
Notes pursuant to any Change in Control Offers.

                      (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

<PAGE>

                                                                              70

      (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;

                        (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 $7,500,000;

                        (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

<PAGE>

                                                                              71

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 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 $15,000,000 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 or 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 East 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
West Acquisition and the acquisition by the East Borrower of Qwest's directories
services business in the East Territories are allocated approximately 58% to the
Borrower and approximately 42% to the East 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

<PAGE>

                                                                              72

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 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 written agreement relating to licenses and
sublicenses of intellectual property by Parent to Borrower and the East Borrower
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 West Acquisition Agreement or any of the
      Core Qwest Agreements, (ii) the tax sharing agreement described in Section
      6.14 or (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

<PAGE>

                                                                              73

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
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                   1.50 to 1.00
March 31, 2009                      1.50 to 1.00
June 30, 2009                       1.50 to 1.00
September 30, 2009                  1.50 to 1.00
December 31, 2009                   1.50 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                        6.50 to 1.00
June 30, 2006                         6.50 to 1.00
September 30, 2006                    6.50 to 1.00
December 31, 2006                     6.00 to 1.00
March 31, 2007                        6.00 to 1.00
June 30, 2007                         6.00 to 1.00
September 30, 2007                    6.00 to 1.00
December 31, 2007                     5.50 to 1.00
March 31, 2008                        5.50 to 1.00
June 30, 2008                         5.50 to 1.00
September 30, 2008                    5.50 to 1.00
December 31, 2008                     5.00 to 1.00
March 31, 2009                        5.00 to 1.00
</TABLE>

<PAGE>

                                                                              74

<TABLE>
<S>                                   <C>
June 30, 2009                         5.00 to 1.00
September 30, 2009                    5.00 to 1.00
December 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                        4.50 to 1.00
June 30, 2006                         4.50 to 1.00
September 30, 2006                    4.50 to 1.00
December 31, 2006                     4.50 to 1.00
March 31, 2007                        4.50 to 1.00
June 30, 2007                         4.50 to 1.00
September 30, 2007                    4.50 to 1.00
December 31, 2007                     4.00 to 1.00
March 31, 2008                        4.00 to 1.00
June 30, 2008                         4.00 to 1.00
September 30, 2008                    4.00 to 1.00
December 31, 2008                     3.75 to 1.00
March 31, 2009                        3.75 to 1.00
June 30, 2009                         3.75 to 1.00
September 30, 2009                    3.75 to 1.00
December 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.

<PAGE>

                                                                              75

                  Section 6.21 Employee Outsourcing Arrangements. In the event
of any bankruptcy or insolvency of the East 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 6.22 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 East 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 East 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 East Credit Facilities substantially
equivalent to those under Section 6.22(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.

                      (b)In the event and on each occasion that the Parent
      receives any West Acquisition Agreement Recovery, it will, not later than
      five Business Days after receipt thereof, contribute the full amount of
      such West Acquisition Agreement Recovery to the common capital of Holdings
      (unless such amount shall have previously been contributed to the common
      capital of East Holdings pursuant to Section 6.21(b) of the East Credit
      Agreement), or utilize the full amount of such West Acquisition Agreement
      Recovery to purchase Equity Interests of Holdings (or the Equity Interests
      of East Holdings pursuant to Section 6.21(b) of the East 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 East Entity with respect to the provision by
      Holdings or any of its subsidiaries of Shared Services to any East 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

<PAGE>

                                                                              76

      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
      East Borrower and its subsidiaries (including "unrestricted subsidiaries"
      permitted by the East 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 6.23 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;

                        (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

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                                                                              77

      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 6.24 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;

                  (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

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                                                                              78

            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 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 $15,000,000, with the priority
            required by the applicable Security Document, except (i) as a result
            of the sale or other disposition of the

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                                                                              79

            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, 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

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                                                                              80

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 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,

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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:

                        (i) if to Holdings or the Borrower, to it at Dex Media
            West, 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

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      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 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 Section
      2.18(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 or Tranche B-1
      Lenders to decline mandatory prepayments as provided in Section 2.11,
      without the written consent of Tranche B Lenders or Tranche B-1 Lenders,
      as the case may be, holding a majority of the outstanding Tranche B Loans
      or Tranche B-1 Loans, as the case may be; 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

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                                                                              83

      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, Tranche B Lenders and Tranche B-1 Lenders), the Tranche A
      Lenders (but not the Revolving Lenders, Tranche B Lenders and Tranche B-1
      Lenders), the Tranche B Lenders (but not the Revolving Lenders, Tranche A
      Lenders and Tranche B-1 Lenders) or the Tranche B-1 Lenders (but not the
      Revolving Lenders, the Tranche A Lenders and the Tranche B 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.

                      (b)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 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

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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 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.

<PAGE>

                                                                              85

                      (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 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;

<PAGE>

                                                                              86

                        (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 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

<PAGE>

                                                                              87

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.

                        (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

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                                                                              88

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 5 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.

                  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

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                                                                              89

      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
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

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                                                                              90

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 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.

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                                                                              91

                      (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>

                  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 WEST, INC.,

                            By: _____________________
                                Name:
                                Title:

                            DEX MEDIA WEST LLC,

                            By: _____________________
                                Name:
                                Title:

                            DEX MEDIA, INC.,

                            By: _____________________
                                Name:
                                Title: