EX-10.1



 





Exhibit 10.1




R.H. DONNELLEY CORPORATION




$1,000,000,000 aggregate principal amount of 8.875% Series A-4 Senior Notes Due 2017




REGISTRATION RIGHTS AGREEMENT




New York, New York

October 2, 2007




J.P. Morgan Securities Inc.

As Representatives of the several




     Initial Purchasers named in Schedule I



     attached hereto




c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Ladies and Gentlemen:




          R.H. Donnelley Corporation, a Delaware corporation (the “Company”), proposes to issue and sell
to the initial purchasers named in Schedule I attached hereto (collectively, the “Initial
Purchasers”), $1,000,000,000 aggregate principal amount of its 8.875% Series A-4 Senior Notes Due
2017 (the “Notes”) upon the terms set forth in a purchase agreement dated September 19, 2007 (the
“Purchase Agreement”) relating to the initial placement of the Notes. To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company hereby agrees with you for your benefit and the benefit of the holders from
time to time of the Notes and Exchange Notes (as defined below), as follows:




          1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set
forth in the Purchase Agreement. As used in this Registration Rights Agreement dated October 2,
2007 (this “Agreement”) by and among the Company and the Initial Purchasers, the following defined
terms shall have the following respective meanings:




          “Act” shall mean the Securities Act of 1933 and the rules and regulations of the Commission
promulgated thereunder.




          “Additional Interest” has the meaning set forth in Section 5(b) hereof.




          “Affiliate” of, or Person “affiliated” with, any specified Person shall mean any Person that
directly, or indirectly through one or more intermediaries, controls, is controlled by,










 



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or is under common control with, such specified Person. For purposes of this definition,
“control” of a Person shall mean the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled by” and
“under common control with” shall have meanings correlative to the foregoing.




          “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.




          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in New
York City.




          “Commission” shall mean the Securities and Exchange Commission.




          “Conduct Rules” shall have the meaning set forth in Section 4(t) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules and regulations of
the Commission promulgated thereunder.




          “Exchange Notes” shall mean the notes of the Company identical in all material respects to the
Notes (except that the Additional Interest provisions, the transfer restrictions and the
restrictive legends shall be modified or eliminated, as appropriate) and to be issued under the
Indenture.




          “Exchange Offer Registration Period” shall mean the 180-day period following the consummation
of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of such Exchange Offer Registration Statement.




          “Exchange Offer Registration Statement” shall mean a registration statement of the Company on
Form S-4 or on another appropriate form under the Act with respect to a Registered Exchange Offer,
all amendments and supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.




          “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a
Broker-Dealer and elects to exchange any Notes that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for Exchange Notes.




          “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or referred to by the
Company or otherwise required to be filed by the Company pursuant to Rule 433 under the Securities
Act, in each case in connection with the sale of the Notes.




          “Holders” shall mean holders from time to time of Notes and Exchange Notes.










 



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          “Indenture” shall mean the Indenture dated as of October 2, 2007, between the Company and The
Bank of New York, as trustee, under which the Notes were issued, as amended or supplemented from
time to time in accordance with the terms thereof.




          “Initial Placement” shall mean the initial sale of the Notes to the Initial Purchasers on
October 2, 2007 pursuant to the Purchase Agreement.




          “Initial Purchasers” shall have the meaning set forth in the preamble hereto.




          “Issue Date” shall mean October 2, 2007.




          “Losses” shall have the meaning set forth in Section 6(d) hereof.




          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount at
maturity of Notes and Exchange Notes, as the case may be, registered under a Registration
Statement.




          “Managing Underwriters” shall mean the investment banker or investment bankers and manager or
managers that shall administer an underwritten offering.




          “Notes” shall have the meaning set forth in the preamble hereto.




          “Person” shall mean an individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business association, firm
or other legal entity.




          “Prospectus” shall mean the prospectus included in such Registration Statement, including any
prospectus, as amended or supplemented by any prospectus supplement, with respect to the terms of
the offering of any portion of the Notes or the Exchange Notes covered by such Registration
Statement, and all amendments and supplements thereto and all material incorporated by reference
therein.




          “Purchase Agreement” shall have the meaning set forth in the preamble hereto.




          “Registration Default” has the meaning set forth in Section 5(b) hereof.




          “Registered Exchange Offer” shall mean the proposed offer of the Company to issue and deliver
to the holders of the Notes that are not prohibited by any law or policy of the Commission from
participating in such offer a like aggregate amount of Exchange Notes in exchange for the Notes.




          “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Notes or the Exchange Notes pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein..










 



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          “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.




          “Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.




          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company
pursuant to the provisions of Section 3 hereof which covers some or all of the Notes or Exchange
Notes, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that
may be adopted by the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




          “Trustee” shall mean the trustee with respect to the Notes under the Indenture.




          “Underwriter” shall mean any Person deemed an “underwriter,” under the Act, of the Notes or
Exchange Notes in connection with an offering thereof under a Shelf Registration Statement.




          2. Registered Exchange Offer. (a) The Company shall, not later than 210 days following the Issue Date (or if such 210th
day is not a Business Day, the next succeeding Business Day), prepare and file with the Commission
the Exchange Offer Registration Statement, in connection with the Registered Exchange Offer. The
Company shall use its reasonable commercial efforts to cause the Exchange Offer Registration
Statement to become effective under the Act within 270 days (or if such 270th day is not a Business
Day, the next succeeding Business Day) following the Issue Date. The Exchange Offer Registration
Statement will not be deemed to have become effective unless it has been declared effective by the
Commission.




          (b) Unless the Exchange Offer would not be permitted by applicable law or Commission policy,
upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly
commence the Registered Exchange Offer, and use all reasonable commercial efforts to issue, on or
prior to 300 days following the Issue Date (or if such 300th day is not a Business Day, the next
succeeding Business Day), or longer, if required by federal securities laws, Exchange Notes in
exchange for all Notes tendered for exchange in the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for
Exchange Notes (assuming that such Holder is not an Affiliate of the Company, acquires the Exchange
Notes in the ordinary course of such Holder’s business, is not engaged in and does not intend to
engage in and has no arrangements or understandings with any Person to participate in the
distribution of the Exchange Notes, is not a broker-dealer tendering Notes directly acquired from
the Company for its own account and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Act and under state securities or blue
sky laws.










 



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          (c) In connection with each of the Registered Exchange Offer, the Company shall:





     (i) mail to each Holder of the Notes, a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with any appropriate letter of transmittal
and related documents;




     (ii) keep the Registered Exchange Offer open for not less than 30 days after the date
notice thereof is mailed to the Holders of Notes (or longer if required by applicable law);




     (iii) if the Company receives notice from an Exchanging Dealer that such Exchanging
Dealer holds Notes acquired for the account of such Exchanging Dealer as a result of market
making or other trading activities, use their respective reasonable commercial efforts to
keep the Exchange Offer Registration Statement continuously effective under the Act,
supplemented and amended as required under the Act to ensure that it is available for sales
of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;




     (iv) utilize the services of a depositary for each Registered Exchange Offer with an
address in the Borough of Manhattan in New York City, which may be the Trustee or an
Affiliate of the Trustee;




     (v) permit applicable Holders to withdraw tendered Notes at any time prior to the close
of business, New York time, on the last Business Day on which the Registered Exchange Offer
is open by sending to the entity specified in the applicable Prospectus, a facsimile or
letter setting forth the name of such Holder, the principal amount of the Notes, delivered
for exchange and a statement that such Holder is withdrawing such Holder’s election to have
such Notes exchanged;




     (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a
supplemental letter to the Commission (A) stating that the Company is conducting such
Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991); and (B) including a representation that the Company has not entered
into any arrangement or understanding with any Person to distribute Exchange Notes to be
received in the Registered Exchange Offer and that, to the best of the Company’s information
and belief, each Holder participating in the Registered Exchange Offer is acquiring the
Exchange Notes in the ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes; and




     (vii) comply in all respects with all applicable laws relating to each Registered
Exchange Offer.



          (d) As soon as reasonably practicable after the close of any Registered Exchange Offer, the
Company shall:










 



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     (i) accept for exchange all Notes, duly tendered and not validly withdrawn pursuant to
the Registered Exchange Offer in accordance with the terms of the Exchange Offer
Registration Statement and letter of transmittal, which shall be an exhibit thereto;




     (ii) deliver to the Trustee for cancellation in accordance with Section 4(r) hereof all
Notes so accepted for exchange; and




     (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Notes a
principal amount of Exchange Notes equal to the principal amount of the Notes of such Holder
so accepted for exchange.



          (e) Each Holder, by tendering Notes in exchange for Exchange Notes, acknowledges and agrees
that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a
distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date
of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar
no-action letters; and (y) must comply with the registration and prospectus delivery requirements
of the Act in connection with any secondary resale transaction and must be covered by an effective
registration statement containing the information required by Items 507 and 508 of Regulation S-K,
as applicable, under the Act if the resales are of Exchange Notes obtained by such Holder in
exchange for Notes acquired by such Holder directly from the Company or one of its Affiliates.
Accordingly, each applicable Holder participating in a Registered Exchange Offer shall be required
to represent to the Company that, at the time of the consummation of such Registered Exchange
Offer:





     (i) any Exchange Notes received by such Holder will be acquired in the ordinary course
of business;




     (ii) such Holder will have no arrangement or understanding with any Person to
participate in the distribution of the Notes or the Exchange Notes within the meaning of the
Act; and




     (iii) such Holder is not an Affiliate of the Company.



          (f) If any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Notes constituting any portion of an
unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to
such Initial Purchaser or the Person purchasing Exchange Notes registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange
for such Notes, a like principal amount of Exchange Notes. The Company shall use its reasonable
commercial efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such
Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.












 



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          3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company determines upon advice of its outside counsel that it is not
permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason such Registered Exchange Offer is not consummated within 300 days after the Issue Date
(or if such 300th day is not a Business Day, the next succeeding Business Day); or (iii) prior to
the 20th Business Day following consummation of the Registered Exchange Offer (A) any Initial
Purchaser so requests with respect to Notes that are not eligible to be exchanged for Exchange
Notes in such Registered Exchange Offer and that are held by it following consummation of such
Registered Exchange Offer; (B) any Holder (other than an Initial Purchaser) is not eligible to
participate in such Registered Exchange Offer; or (C) in the case of any Initial Purchaser that
participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(f)
hereof, such Initial Purchaser does not receive freely tradeable Exchange Notes in exchange for
Notes constituting any portion of an unsold allotment (it being understood that (1) the requirement
that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and
508 of Regulation S-K, as applicable, under the Act in connection with sales of Exchange Notes
acquired in exchange for such Notes shall result in such Exchange Notes being not “freely
tradeable”; and (2) the requirement that an Exchanging Dealer deliver a Prospectus in connection
with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes
acquired as a result of market-making activities or other trading activities shall not result in
such Exchange Notes being not “freely tradeable”) the Company shall effect a Shelf Registration
Statement in accordance with Section 3(b) hereof,




          (b) (i) The Company shall use all reasonable commercial efforts to file with the Commission on
or prior to 180 days after so required or requested pursuant to Section 3, and cause to be declared
effective by the Commission on or prior to 240 days after so required or requested pursuant to this
Section 3, a Shelf Registration Statement relating to the offer and sale of the Notes or Exchange
Notes by the Holders thereof from time to time in accordance with the methods of distribution
elected by a majority of such Holders of the Notes and Exchange Notes that are being registered and
set forth in such Shelf Registration Statement; provided, however, that in each case nothing in
this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline
for filing the Exchange Offer Registration Statement as set forth in Section 2(a); provided,
further, that in each case, no Holder (other than an Initial Purchaser) shall be entitled to have
the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to such Holder; and
provided, further, that with respect to Exchange Notes received by an Initial Purchaser in exchange
for Notes constituting any portion of an unsold allotment, the Company may, if permitted by current
interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Items 507 and 508 of Regulation S-K,
as applicable, in satisfaction of their obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement. A Shelf
Registration Statement pursuant to Section 3(b) hereof will not be deemed to have become effective
unless it has been declared effective by the Commission or is automatically effective upon filing
with the Commission as provided by Rule 462 under the Securities Act.










 



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          (ii) The Company shall use its reasonable commercial efforts to keep each Shelf Registration
Statement continuously effective, supplemented and amended as required by the Act, in order to
permit the Prospectus forming part thereof to be usable by Holders for a period of two years from
the original issuance date of the Notes or such shorter period that will terminate when all the
Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold
pursuant to such Shelf Registration Statement or cease to be outstanding (in any such case, such
period being called the “Shelf Registration Period”). The Company shall be deemed not to have used
reasonable commercial efforts to keep the Shelf Registration Statement effective during the
requisite period if it takes any action that would result in applicable Holders of Notes or
Exchange Notes covered thereby not being able to offer and sell such Notes or Exchange Notes during
that period, unless (A) such action is required by applicable law; or (B) such action is taken by
the Company in good faith and for valid business reasons (not including avoidance of its
obligations hereunder), including the acquisition or divestiture of assets, so long as the Company
thereafter complies with the requirements of Section 4(j) hereof, if applicable.




          4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply:




          (a) The Company shall:





     (i) furnish to each of you, not less than five Business Days prior to
the filing thereof with the Commission, a copy of each Exchange Offer
Registration Statement or each Shelf Registration Statement, as the case may
be, any Prospectus and each amendment to a Registration Statement or
amendment or supplement, if any, to a Prospectus included therein (and upon
written request, all documents incorporated by reference into a Registration
Statement or a Prospectus after the initial filing of such Registration
Statement or Prospectus) and shall use its reasonable commercial efforts to
reflect in each such document, when so filed with the Commission, such
comments as you reasonably propose within a reasonable time prior to such
filing;




     (ii) in the case of each Exchange Offer Registration Statement, to the
extent permitted by the Act, include the information in substantially the
form set forth in Annex A hereto on the facing page of such Exchange Offer
Registration Statement, in substantially the form set forth in Annex B
hereto in the forepart of such Exchange Offer Registration Statement in a
section setting forth details of the Exchange Offer, in substantially the
form set forth in Annex C hereto in the underwriting or plan of distribution
section of the Prospectus contained in such Exchange Offer Registration
Statement, and in substantially the form set forth in Annex D hereto in the
letter of transmittal delivered pursuant to such Registered Exchange Offer;
and









 



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     (iii) in the case of any Shelf Registration Statement, include the
names of the Holders that propose to sell any Notes or Exchange Notes,
pursuant to such Shelf Registration Statement as selling security holders
and the applicable information required by Item 507 of Regulation S-K as
provided by the Holders.



          (b) The Company shall advise you, the Holders of the Notes or the Exchange Notes covered by
any Shelf Registration Statement, as the case may be, and any Exchanging Dealer under the Exchange
Offer Registration Statement, that has provided in writing to the Company a telephone or facsimile
number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):





     (i) when the applicable Registration Statement or any amendment thereto has been filed
with the Commission and when such Registration Statement or any post-effective amendment
thereto has become effective and when any amendment or supplement to the Prospectus
contained in such Registration Statement has been filed;




     (ii) of any request by the Commission for any amendment or supplement to the applicable
Registration Statement or the Prospectus or for additional information;




     (iii) of the issuance by the Commission of any stop order suspending the effectiveness
of the applicable Registration Statement or the initiation of any proceedings for that
purpose, including the receipt by the Company of any notice of objection of the Commission
to the use of a Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) of the Securities Act;




     (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the securities included therein for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and




     (v) of the happening of any event that requires any change in such Registration
Statement or the related Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading; provided, that such notice need
not identify the reasons for such event that requires such change in such Registration
Statement or related Prospectus.



          (c) The Company shall use its reasonable commercial efforts to obtain the withdrawal of any
order suspending the effectiveness of any Registration Statement or qualification of the securities
therein for sale in any jurisdiction or the resolution of any objection of the Commission pursuant
to Rule 401(g)(2), including by filing an amendment to the Registration Statement on the proper
form, at the earliest possible time.




          (d) The Company shall furnish to each Holder of Notes or Exchange Notes, covered by such Shelf
Registration Statement, without charge, at least one copy of such Shelf










 



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Registration Statement, and any post-effective amendment thereto, including, upon written
request, all material incorporated therein by reference and exhibits thereto (including exhibits
incorporated by reference therein).




          (e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Notes
or Exchange Notes covered by a Shelf Registration Statement, without charge, as many copies of each
Prospectus (including each preliminary prospectus, if used by the Company in connection with the
Exchange Offer and/or if used by the Company in connection with the resale of applicable Notes
under a Shelf Registration), included in such Shelf Registration Statement, and any amendment or
supplement thereto, as such Holder of Notes or Exchange Notes may reasonably request. The Company
consents to the use of each such Prospectus, preliminary prospectus, if any, and any amendment or
supplement thereto in accordance with applicable law by each of the selling Holders of securities
in connection with the offering and sale of the Notes or Exchange Notes covered by such Prospectus,
preliminary prospectus, if any, or any amendment or supplement thereto.




          (f) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at
least one copy of the applicable Exchange Offer Registration Statement and any post-effective
amendment thereto, including, upon written request, all material incorporated by reference therein,
and all exhibits thereto (including exhibits incorporated by reference therein).




          (g) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and
each other Person required to deliver the applicable Prospectus during the Exchange Offer
Registration Period, without charge, as many copies of the Prospectus included in such Exchange
Offer Registration Statement, and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of each such Prospectus or any amendment or
supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that
may be required to deliver a Prospectus following the applicable Registered Exchange Offer in
connection with the offering and sale of the Exchange Notes covered by the Prospectus, or any
amendment or supplement thereto, included in the Exchange Offer Registration Statement.




          (h) Prior to the Registered Exchange Offer or any other offering of the Notes or Exchange
Notes pursuant to any Registration Statement, the Company shall arrange, if necessary, for the
qualification of the Notes or Exchange Notes for sale under the laws of such jurisdictions as any
Holder of such applicable series of Notes or Exchange Notes shall reasonably request and will
maintain such qualification in effect so long as required; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to taxation or service of process in suits
(other than those arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement) in any such jurisdiction where it is not then
so subject.




          (i) The Company shall cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Exchange Notes or Notes to be issued or










 



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sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request.




          (j) Upon the occurrence of any event contemplated by subsections (b)(ii) through (v) above,
the Company shall promptly prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to the Holders, such Prospectus will not contain any
untrue statement of a material fact or omit 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 the Company may suspend the use of such Registration Statement or Prospectus, as the
case may be, on two occasions, each for a reasonable period of time, not in excess of 45 days in
the aggregate in any consecutive 12-month period if the Company determines reasonably and in good
faith that such amendment or supplement would require the disclosure of non-public material
information that, in the reasonable judgment of the Company, would be detrimental to the Company if
so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition,
merger or other material transaction. In such circumstances, the period of effectiveness of the
applicable Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf
Registration Statement for the affected Notes provided for in Section 3(b) hereof shall each be
extended by the number of days from and including the date of the giving of a notice of suspension
pursuant to Section 4(b) hereof to and including the date when the Initial Purchasers, the
applicable Holders and any known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section 4. As soon as practicable following receipt of notice from the
Company in accordance with Section 4(b) hereof, each applicable Holder and Exchanging Dealer agrees
to suspend use of the Prospectus for such affected Notes or Exchange Notes until such Holder and
Exchange Dealer receive copies of the amended or supplemented Prospectus or until it receives
written notice from the Company that the use of the applicable Prospectus may be resumed.




          (k) Not later than the effective date of the Registration Statement, the Company shall provide
a CUSIP number for the Exchange Notes registered under such Registration Statement and provide the
Trustee with printed certificates for such Exchange Notes in a form eligible for deposit with The
Depository Trust Company.




          (l) The Company shall make generally available to its security holders as soon as practicable
after the effective date of the applicable Registration Statement and earnings statement satisfying
the provisions of Section 11(a) of the Act.




          (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a
timely manner.




          (n) The Company may require each Holder of Notes to be sold pursuant to any Shelf Registration
Statement, to furnish to the Company such information regarding the Holder and the distribution of
such Notes, as the Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration Statement the Exchange
Notes of any Holder that unreasonably fails to furnish such information within a reasonable time
after receiving such request and the Company shall be










 



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under no further obligations to such Holder to include such Holder in such Shelf Registration
Statement.




          (o) In the case of a Shelf Registration Statement, the Company shall enter into such customary
agreements and take all other appropriate actions (including, if requested by Holders representing
10% of the principal amount of Notes covered by such Shelf Registration Statement, an underwriting
agreement in customary form) in order to expedite or facilitate the registration or the disposition
of the Exchange Notes, and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less favorable than those
set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders
and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 6).




          (p) In the case of any Shelf Registration Statement, the Company shall:





     (i) subject to execution of a confidentiality agreement in form and substance
reasonably acceptable to the Company and the applicable Holders, make reasonably available
for inspection by the applicable Holders of the applicable Notes or applicable Exchange
Notes to be registered thereunder, any underwriter participating in any disposition pursuant
to such Shelf Registration Statement, and any attorney, accountant or other agent retained
by the Holders or any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of each Issuer during normal business hours at the
offices where such information is typically kept;




     (ii) cause the officers, directors and employees of the Company to supply all relevant
information reasonably requested by the applicable Holders or any such underwriter,
attorney, accountant or agent in connection with any such Shelf Registration Statement as is
customary for similar due diligence examinations during normal business hours at the offices
where such information is typically kept; provided, however, that any information that is
subject to the confidentiality agreement referred to in Section 4(q)(i) above shall be kept
confidential by the applicable Holders or any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or required by
law, or such information becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality; provided, further, that prior written
notice shall be provided as soon as practicable to the Company of the potential disclosure
of any information in connection with a court proceeding or required by law to permit the
Company to obtain a protective order or take such other action to prevent disclosure of such
information;




     (iii) make such representations and warranties to the applicable Holders of the
applicable Notes or applicable Exchange Notes registered thereunder and the underwriters, if
any, in form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited to, those set
forth in the Purchase Agreement as may be reasonably requested;




     (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to









 



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the Managing Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested by such
Holders and underwriters;




     (v) obtain “cold comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent certified public
accountants of the Company or any subsidiary of the Company or of any business acquired by
the Company for which financial statements and financial data are, or are required to be,
included in the Shelf Registration Statement), addressed to each selling Holder of Notes
registered thereunder and the underwriters, if any, in customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with primary
underwritten offerings, including but not limited to financial information contained in any
preliminary prospectus, if used by the Company in connection with the Exchange Offer and/or
if used by the Company in connection with the resale of applicable Notes under a Shelf
Registration, or Prospectus; and




     (vi) deliver such documents and certificates as may be reasonably requested by the
Majority Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 4(l) and with any customary conditions contained in the underwriting
agreement or other customary agreement entered into by the Company. The actions set forth
in clauses (iii), (iv), (v) and (vi) of this Section 4(q) shall be performed at each closing
under any underwriting or similar agreement as and to the extent required thereunder.



          (q) If a Registered Exchange Offer is to be consummated, upon delivery of the applicable Notes
by the applicable Holders to the Company (or to such other Person as directed by the Company) in
exchange for the applicable Exchange Notes, the Company shall mark, or caused to be marked, on such
Notes so exchanged that such Notes are being canceled in exchange for such Exchange Notes. In no
event shall such Notes be marked as paid or otherwise satisfied.




          (r) The Company will use reasonable commercial efforts (i) if the Notes have been rated prior
to the initial sale of such Notes pursuant to the Purchase Agreement, to confirm such ratings will
apply to such Notes or the Exchange Notes, as the case may be, covered by a Exchange Offer
Registration Statement; or (ii) if such Notes were not previously rated, to cause the Notes covered
by a Registration Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related Registration Statement or
by any Managing Underwriters.




          (s) In the event that any Broker-Dealer shall underwrite any Notes or Exchange Notes or
participate as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules of the National Association of Securities
Dealers, Inc. (the “Conduct Rules”)) thereof, whether as a Holder or as an underwriter, a placement
or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall assist
such Broker-Dealer in complying with the requirements of such Conduct Rules, including, without
limitation, by:










 



-14-





     (i) if such Conduct Rules shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of the
Registration Statement to exercise usual standards of due diligence with respect thereto
and, if any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to recommend the yield
of such Notes or Exchange Notes;




     (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof; and




     (iii) providing such information to such Broker-Dealer as may be required in order for
such Broker-Dealer to comply with the requirements of such Conduct Rules.



          (t) The Company shall use its reasonable commercial efforts to take all other steps necessary
to effect the registration of the Notes or the Exchange Notes, as the case may be, covered by a
Registration Statement.




          5. Registration Expenses; Remedies. (a) The Company shall bear all expenses incurred in connection with the performance of its
obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement,
will reimburse the Holders of each of the Notes for the reasonable fees and disbursements of up to
one firm or counsel, as designated by the Majority Holders to act as counsel for such Holders of
such series in connection therewith.




          (b) In the event that:





     (i) the Company fails to file Registration Statement on or before the date specified
for each such filing;




     (ii) a Registration Statement is not declared effective by the Commission on or prior
to the date specified for each such effectiveness;




     (iii) the Company fails to consummate a Registered Exchange Offer within 300 days of
the Issue Date; or




     (iv) any Shelf Registration Statement and/or any Exchange Offer Registration Statement
is declared effective but thereafter ceases to be effective or usable in connection with the
resales of the Notes, during the periods specified in this Agreement (each such event
referred to in clauses (i) through (iv) above, a “Registration Default”),




then the Company will pay additional interest (“Additional Interest”) to each Holder of such
Notes and/or Exchange Notes, as the case may be, with respect to the first 90-day period
immediately following the occurrence of the first Registration Default with respect to such
securities at a per annum rate of 0.25% on the principal amount of such Notes. The amount of
the Additional Interest will increase by an additional per annum rate of 0.25% with respect
to each subsequent 90-day period until all Registration Defaults have been cured, provided
that the rate at which such Additional Interest accrues may in no









 



-15-



event exceed 1.0% per annum on the principal amount at maturity of such Notes or Exchange
Notes.




     (c) The Company shall pay all accrued Additional Interest on each date on which
interest is paid in accordance with the Indenture to the DTC or its nominee by wire transfer
of immediately available funds or by federal funds check and to holders of Certificated
Notes by wire transfer to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified.




     (d) Following the cure of all Registration Defaults with respect to such Registration
Statements, the accrual of Additional Interest will cease.



          6. Indemnification and Contribution. (a)  The Company agrees to indemnify and hold harmless each Holder of the Notes or Exchange
Notes, as the case may be, covered by any Registration Statement (including each Initial Purchaser
and, with respect to any Prospectus delivery as contemplated in Section 4(g) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each
Person who controls any such Holder within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in such Registration Statement, as originally filed
or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, any Free Writing Prospectus used in violation of this
Agreement or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, and jointly and severally agree to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any such Holder specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company may otherwise have. The
Company agrees to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter
of Notes or Exchange Notes, as the case may be, registered under a Shelf Registration Statement,
their directors, officers, employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial Purchasers and the
selling Holders provided in this Section 6(a), and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.




          (b) Each Holder of securities covered by a Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(g) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless the Company,










 



-16-



each of its directors, each of its officers who signs such Registration Statement, and each
Person who controls the Company within the meaning of either the Act or the Exchange Act and each
other Holder of securities covered by such Registration Statement, its directors, officers and each
person who controls such other Holder within the meaning of the Act and the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the Company by or on behalf
of such Holder expressly for use in any Registration Statement and any Prospectus. This indemnity
agreement will be in addition to any liability which any such Holder may otherwise have.




          (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 6, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that such counsel shall
be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ one separate counsel (including local counsel), and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to the indemnifying
party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to
employ separate counsel at the expense of the indemnifying party. It is understood, however, that
the indemnifying party shall, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same general circumstances,
be liable for the fees and expenses of only one firm of attorneys (in addition to local counsel) at
any time for all such indemnified parties. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding. An indemnifying party shall not be liable under this
Section 6 to any indemnified party regarding










 



-17-



any settlement or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent is
consented to by such indemnifying party, which consent shall not be unreasonably withheld.




          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is
unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively “Losses”) to which such
indemnified party may be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such indemnified party, on the
other hand, from the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of
any Notes or Exchange Notes be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Notes, or in the case of an Exchange Note,
applicable to the Note that was exchangeable into such Exchange Note, as set forth in the Purchase
Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting
discount or commission applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received by the Company
shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement
(before deducting expenses) as set forth in the Purchase Agreement and (y) the total amount of
additional interest which the Company was not required to pay as a result of registering the
securities covered by the Registration Statement which resulted in such Losses. Benefits received
by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth in the Purchase Agreement and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Notes or Exchange Notes, as applicable, registered
under the Act. Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a
part of the Registration Statement which resulted in such Losses. Relative fault shall be
determined by reference to, among other things, whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 6, each Person who controls a Holder within the










 



-18-



meaning of either the Act or the Exchange Act and each director, officer, employee and agent
of such Holder shall have the same rights to contribution as such Holder, and each Person who
controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any
Issuer who shall have signed the Registration Statement and each director of any Issuer shall have
the same rights to contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).




          (e) The provisions of this Section 6 will remain in full force and effect, regardless of any
investigation made by or on behalf of any applicable Holder or the Company or any of the officers,
directors or controlling Persons referred to in this Section 6 hereof, and will survive the sale by
a Holder of securities covered by a Registration Statement.




          7. Underwritten Registrations. (a)  If any of the Notes or Exchange Notes covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority
Holders after consultation with the Company.




          (b) No Person may participate in any underwritten offering pursuant to any Shelf Registration
Statement, unless such Person (i) agrees to sell such Person’s Notes or Exchange Notes covered by
such Shelf Registration Statement, respectively and as the case may be, on the basis reasonably
provided in any underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements; and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of
such underwriting arrangements.




          8. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date
hereof, enter into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions hereof.




          9. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be
amended, qualified, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written consent of the
Majority Holders; provided that, with respect to any matter that directly or indirectly affects the
rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each the
Initial Purchasers against which such amendment, qualification, supplement, waiver or consent is to
be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to
departure from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Notes or Exchange Notes, as the case may be, are being sold pursuant to a
Registration Statement, and that does not directly or indirectly affect the rights of other Holders
may be given by the Majority Holders, determined on the basis of the Notes or Exchange Notes, as
the case may be, being sold rather than registered under such Registration Statement.










 



-19-




          10. Notices. All notices and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:





     (a) if to a Holder, at the most current address given by such holder to the Company
in accordance with the provisions of this Section 10, which address initially is, with
respect to each Holder, the address of such Holder maintained by the Registrar under the
Indenture, with a copy in like manner to J.P. Morgan Securities Inc. and the other
Initial Purchasers;




     (b) if to you, initially at the respective addresses set forth in the Purchase
Agreement; and




     (c) if to the Company, initially at its address set forth in the Purchase
Agreement. All such notices and communications shall be deemed to have been duly given
at the time delivered personally, if personally delivered; two business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and on the next business day, if timely
delivered to a nationally recognized air courier guaranteeing overnight delivery. The
Initial Purchasers or the Company by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.



          11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns
of each of the parties hereto, including, without the need for an express assignment or any consent
by the Company thereto, subsequent Holders of Notes and the Exchange Notes. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Notes or Exchange Notes, and any
such Holder may specifically enforce the provisions of this Agreement as if an original party
hereto.




          12. Counterparts. This Agreement may be in signed counterparts, each of which shall be an original and all of
which together shall constitute one and the same agreement.




          13. Headings. The headings used herein are for convenience only and shall not affect the construction
hereof.




          14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.










 



-20-




          15. Severability. In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being
intended that all of the rights and privileges of the parties shall be enforceable to the fullest
extent permitted by law.




          16. Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of
the Notes or Exchange Notes is required hereunder, the Notes or Exchange Notes, as applicable, held
by the Company or its Affiliates (other than subsequent Holders of the Notes or Exchange Notes if
such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such
Notes or Exchange Notes) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.




          17. Submission to Jurisdiction. By the execution and delivery of this Agreement, the Company submits to the non-exclusive
jurisdiction of any federal or state court in the State of New York in any suit or proceeding
arising out of or relating to this Agreement or brought under federal or state securities laws.




[Signature Page Follows]










 






          If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Initial Purchasers.




	 	 	 	 	 
	 	Very truly yours,





R.H. DONNELLEY CORPORATION

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


The foregoing Agreement is hereby confirmed and accepted as of the date first above written.




	 	 	 	 	 
	 	J.P. MORGAN SECURITIES INC.





For itself and on behalf of the

several Initial Purchasers

 	 
	 	By:  	/s/
Earl E. Dowling
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


[Registration
Rights Agreement]








 






SCHEDULE I




J.P. Morgan Securities Inc.

Banc of America Securities LLC

Bear Stearns & Co. Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Wachovia Capital Markets, LLC

Barclays Capital Inc.

BNP Paribas Securities Corp.

GE Capital Markets, Inc.

Greenwich Capital Markets, Inc.

ING Financial Markets LLC

Scotia Capital (USA) Inc.










 



-23-


ANNEX A




          Each Broker-Dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be
used by a Broker-Dealer in connection with resales of Exchange Notes received in exchange for
Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities
or other trading activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) of the Exchange Offer and ending on the close of business 180 days after the
Expiration Date of the Exchange Offer, they will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.”










 






ANNEX B




          Each Broker-Dealer that receives Exchange Notes for its own account in exchange for Notes,
where such Notes were acquired by such Broker-Dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Notes. See “Plan of Distribution.”










 



-25-




ANNEX C




Plan of Distribution




          Each Broker-Dealer that receives Exchange Notes for its own account pursuant to the Exchange
Offer, must acknowledge that it will deliver a prospectus in connection with any resale of such
Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be
used by a Broker-Dealer in connection with resales of Exchange Notes received in exchange for
Notes, where such Notes were acquired as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date for the Exchange Offer and
ending on the close of business 180 days after the Expiration Date for the Exchange Offer, they
will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in
connection with any such resale. In addition, until                     , 20___, all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.




          The Company will not receive any proceeds from any sale of Exchange Notes by Broker-Dealers.
Exchange Notes received by Broker-Dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such Broker-Dealer and/or the purchasers of any such Exchange Notes. Any Broker-Dealer
that resells Exchange Notes that were received by it for its own account pursuant to the Exchange
Offer, and any broker or dealer that participates in a distribution of such Exchange Notes, may be
deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of
Exchange Notes, and any commissions or concessions received by any such Persons may be deemed to be
underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging
that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Act.




          For a period of 180 days after the Expiration Date for the Exchange Offer, the Company will
promptly send additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of
one counsel for each of the holder of the Notes) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes, as applicable (including any
Broker-Dealers) against certain liabilities, including liabilities under the Act.










 



-26-




ANNEX D





	[  ]	 	 CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.





	 	 	 	 	 
	 
	Name:	 	 	 
	 

	Address:	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 




If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange
Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage
in, a distribution of Exchange Notes and it has no arrangements or understandings with any Person
to participate in a distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes
to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.