**EXHIBIT 10.5**     FOURTH AMENDMENT dated as of June 16, 2005 (this“Amendment”), to the CREDIT AGREEMENT dated as of September 9,2003, as amended and restated as of July 27, 2004 (as amended,supplemented or otherwise modified from time to time, the “CreditAgreement”), among DEX MEDIA, INC., DEX MEDIA WEST, INC., DEX MEDIAWEST LLC (the “Borrower”), the lenders from time to time partythereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly knownas JPMorgan Chase Bank), as administrative agent and collateral agent (insuch capacities, the “Agent”), and J.P. MORGAN SECURITIES INC. andBANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-LeadArrangers.          A. Capitalized terms used herein and not otherwise defined herein shall have the meaningsassigned to such terms in the Credit Agreement.          B. The Borrower, the Parent and Holdings have requested that the Credit Agreement be amended(the “Financing Amendments”) so as to (i) permit the Borrower to engage in securitizationtransactions not exceeding $232,000,000 in the aggregate at any time and (ii) modify the Borrower’sand Holding’s ability to make Restricted Payments.          C. The Borrower, the Parent and Holdings have further requested that the Credit Agreement beamended (the “Repricing Amendments”) so as to provide for (i) a new tranche of term loansthereunder (the “New Tranche A Term Loans”), the proceeds of which, together, if necessary,with other available funds of the Borrower, will be used to refinance all currently outstandingTranche A Term Loans and which, except as revised hereby, will have the same terms as the currentlyoutstanding Tranche A Term Loans under the Credit Agreement, (ii) the establishment of newcommitments to make Revolving Loans and to acquire participations in Letters of Credit andSwingline Loans under the Credit Agreement (the “New Revolving Commitments”), which willreplace all existing Revolving Commitments and which, except as revised hereby, will have the sameterms as the existing Revolving Commitments, (iii) new revolving loans thereunder (the “NewRevolving Loans” and, together with the New Tranche A Term Loans, the “New Loans”), theproceeds of which, together, if necessary, with other available funds of the Borrower, will be usedto refinance all currently outstanding Revolving Loans and which, except as revised hereby, willhave the same terms as the currently outstanding Revolving Loans under the Credit Agreement and(iv) modifications to the Applicable Rate for New Tranche A Term Loans and Revolving Loans payableunder the Credit Agreement.          D. Each existing Tranche A Lender (an “Existing Tranche A Term Lender”) that executesand delivers a signature page to this Amendment (a “Lender Addendum”) and agrees to convertits outstanding Tranche A Term Loans to New Tranche A Term Loans (a “Converting Tranche A TermLender”) will be deemed (i) to have agreed to the terms of this Amendment, (ii) to have agreedto convert its Tranche A Term Loans (“Existing Tranche A Term Loans”) outstanding on theAmendment Effective Date (as defined herein) into New Tranche A Term Loans in an aggregateprincipal amount up to, but not in excess of, the aggregate principal amount of such ExistingTranche A Term Loans, and (iii) upon the Amendment Effective Date, to have converted such amount ofits Existing Tranche A Term Loans as is determined by J.P. Morgan Securities Inc. and Banc ofAmerica Securities LLC (the “Arrangers”) and the Borrower and notified to such ExistingTranche A Term Lender into New Tranche A Term Loans in an equal principal amount.
 

 
          E. Each existing Revolving Lender (an “Existing Revolving Lender”) that executes anddelivers a Lender Addendum and agrees to convert (x) its outstanding Revolving Commitments to NewRevolving Commitments and (y) its outstanding Revolving Loans to New Revolving Loans (a“Converting Revolving Lender”) will be deemed (i) to have agreed to the terms of thisAmendment, (ii) to have agreed to convert its Revolving Commitments (“Existing RevolvingCommitments”) outstanding on the Amendment Effective Date into New Revolving Commitments in anaggregate amount up to, but not in excess of, the aggregate amount of such Existing RevolvingCommitments, (iii) to have agreed to convert its Revolving Loans (“Existing RevolvingLoans”) outstanding on the Amendment Effective Date into New Revolving Loans in an aggregateamount up to, but not in excess of, the aggregate amount of such Existing Revolving Loans and (iv)upon the Amendment Effective Date, to have converted such amount of its Existing RevolvingCommitments and such amount (the “Converted Revolving Loans Amount”) of its ExistingRevolving Loans as is determined by the Arrangers and the Borrower and notified to such ExistingRevolving Lender into New Revolving Commitments and New Revolving Loans, respectively, in an equalamount.          F. Each Person (other than a Converting Tranche A Term Lender in its capacity as such) thatexecutes and delivers a Lender Addendum and agrees to make New Tranche A Term Loans (an“Additional Tranche A Term Lender”), including any Existing Tranche A Term Lender thatnotifies the Arrangers that it does not want to be a Converting Tranche A Term Lender but iswilling to undertake a commitment to make and fund New Tranche A Term Loans, will be deemed (i) tohave agreed to the terms of this Amendment and (ii) to have committed to make New Tranche A TermLoans to the Borrower on the Amendment Effective Date (“Additional Tranche A Term Loans”),in such amounts (not in excess of any such commitment) as are determined by the Arrangers and theBorrower and notified to such Additional Tranche A Term Lender. The proceeds of such AdditionalTranche A Term Loans will be used by the Borrower, together, if necessary, with other availablecash, to repay in full the outstanding principal amount of Existing Tranche A Term Loans that arenot converted by Converting Tranche A Term Lenders into New Tranche A Term Loans.          G. Each Person (other than a Converting Revolving Lender in its capacity as such) thatexecutes and delivers a Lender Addendum and agrees to make New Revolving Commitments and NewRevolving Loans (an “Additional Revolving Lender”), including any Existing Revolving Lenderthat notifies the Arrangers that it does not want to be a Converting Revolving Lender but iswilling to undertake a commitment to make New Revolving Commitments and New Revolving Loans, willbe deemed (i) to have agreed to the terms of this Amendment, (ii) to have committed to make NewRevolving Commitments to the Borrower on the Amendment Effective Date (“Additional RevolvingCommitments”) in such amounts (not in excess of any such commitment) as are determined by theArrangers and the Borrower and notified to such Additional Revolving Lender and (iii) to havecommitted to make New Revolving Loans to the Borrower on the Amendment Effective Date(“Additional Revolving Loans”) in such amounts (not in excess of any such commitment) (the“Additional Revolving Loans Amount”) as are determined by the Arrangers and the Borrowerand notified to such Additional Revolving Lender. The proceeds of such Additional Revolving Loanswill be used by the Borrower, together, if necessary, with other available cash, to repay in fullthe outstanding principal amount of Existing Revolving Loans that are not converted by ConvertingRevolving Lenders into New Revolving Loans.          H. Each Lender other than a New Lender (as defined below), including any Existing Tranche ATerm Lender or Existing Revolving Lender that executes and delivers a Lender Addendum solely in thecapacity of a Tranche A Lender and/or Revolving Lender and not
 

 
specifically as a New Lender, will be deemed to have agreed to the terms of this Amendment butwill not be deemed thereby to have agreed to (i) convert Existing Tranche A Term Loans into NewTranche A Term Loans, Existing Revolving Commitments into New Revolving Commitments or ExistingRevolving Loans into New Revolving Loans or (ii) to have made any commitment to make New Tranche ATerm Loans, New Revolving Commitments or New Revolving Loans.          I. The Lenders are willing, subject to the terms and conditions set forth in this Amendment,to effect such amendments to the Credit Agreement.          J. The Converting Tranche A Term Lenders and the Additional Tranche A Term Lenders(collectively, the “New Tranche A Term Lenders”) are severally willing to convert theirExisting Tranche A Term Loans into New Tranche A Term Loans or to make New Tranche A Term Loans, asthe case may be, subject to the terms and conditions set forth in this Amendment.          K. The Converting Revolving Lenders and the Additional Revolving Lenders (collectively, the“New Revolving Lenders” and, together with the New Tranche A Term Lenders, the “NewLenders”) are severally willing to (i) convert their Existing Revolving Commitments into NewRevolving Commitments or to make New Revolving Commitments, as the case may be, and (ii) converttheir Existing Revolving Loans into New Revolving Loans or to make New Revolving Loans, as the casemay be, in each case, subject to the terms and conditions set forth in this Amendment.          Accordingly, in consideration of the foregoing and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree asfollows:          SECTION 1. Amendments to the Credit Agreement to the Effect RepricingAmendments. Effective as of the Amendment Effective Date:          (a) the definition of each of the following terms in Section 1.01 of the CreditAgreement is amended to read in its entirety as follows:     “Applicable Rate” means, for any day (a) with respect to any Tranche B TermLoan, 0.75% per annum, in the case of an ABR Loan, and 1.75% per annum, in the case of aEurodollar Loan, and (b) with respect to any ABR Loan or Eurodollar Loan that is aRevolving Loan or a Tranche A Term Loan, or with respect to the commitment fees payablehereunder, as the case may be, the applicable rate per annum set forth below under thecaption “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:               ABR  Eurodollar  Commitment Fee Leverage Ratio: Spread  Spread  Rate              Category 1  0.25%  1.25%  0.375%greater than or equal to