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		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549		OMB APPROVAL OMB Number:       3235-0059 Expires:        January 31, 2008 Estimated average burden
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o  Preliminary Proxy Statement
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to §240.14a-12

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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		TO THE STOCKHOLDERS OF R.H. DONNELLEY CORPORATION AND DEX MEDIA, INC.

David C. Swanson		George A. Burnett
Chairman and Chief Executive Officer		President and Chief Executive Officer
R.H. Donnelley Corporation		Dex Media, Inc.

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	1. To approve the Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., Donnelley and Forward Acquisition Corp., a wholly owned subsidiary of Donnelley, referred to as the merger agreement, pursuant to which Dex Media will merge with and into Forward Acquisition Corp. on the terms and subject to the conditions contained in the merger agreement, and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger. This proposal is sometimes referred to as the Donnelley merger proposal. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/ prospectus.
	2. To approve adjournments or postponements of the Donnelley special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Donnelley special meeting to approve the Donnelley merger proposal.
	3. To consider and take action upon any other business that may properly come before the Donnelley special meeting or any reconvened meeting following an adjournment or postponement of the Donnelley special meeting.

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	By order of the board of directors,
	Robert J. Bush
	Vice President, General Counsel
	and Corporate Secretary

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	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger dated as of October 3, 2005, by and among Dex Media, Inc., R.H. Donnelley Corporation and Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation, and approve the merger of Dex Media with and into Forward Acquisition Corp.
	2. To approve adjournments or postponements of the Dex Media special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Dex Media special meeting to adopt the merger agreement and approve the merger.
	3. To conduct any other business that may be properly brought before the special meeting or any adjournment or postponement thereof.

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	By Order of the Board of Directors
	Frank M. Eichler
	Senior Vice President, General Counsel and Secretary

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			Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER				1
SUMMARY				7
	Information about Donnelley			7
	Information about Dex Media			7
	Information about Forward Acquisition Corp.			7
	The Merger			8
	Treatment of Stock Options and Other Stock-Based Awards			8
	Opinions of Donnelley’s Financial Advisors			9
	Opinions of Dex Media’s Financial Advisors			9
	Record Date; Outstanding Shares; Shares Entitled To Vote			10
	Voting; Proxies			11
	Stock Ownership of Directors and Executive Officers			12
	Ownership of Donnelley after the Merger			13
	Operations of Donnelley after the Merger			13
	The Sponsor Stockholders Agreements			13
	Management of Donnelley following the Merger			13
	Donnelley Board after the Merger			13
	Committees of the Donnelley Board			14
	Interests of Directors and Executive Officers in the Merger			14
	Listing of Donnelley Common Stock and Delisting of Dex Media Common Stock			17
	Appraisal Rights			17
	Conditions to Completion of the Merger			18
	Termination of the Merger Agreement and Termination Fees			18
	No Solicitation by Donnelley, Dex Media or Certain Stockholders			18
	Material U.S. Federal Income Tax Consequences			19
	Accounting Treatment			19
	Risks			19
	Stock Purchase and Support Agreement			19
	Financing Commitment			20
	Comparison of Rights of Stockholders			20
	Recent Developments			21
FINANCIAL SUMMARY				23
	Donnelley Common Stock Price Data and Dividends			23
	Dex Media Common Stock Price Data and Dividends			24
	Selected Historical Financial Data of Donnelley			25
	Selected Historical Financial Data of Dex Media			27
	Selected Unaudited Pro Forma Financial Data of Donnelley			30
COMPARATIVE PER SHARE INFORMATION				32
COMPARATIVE MARKET VALUE INFORMATION				34
RISK FACTORS				35
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS				41
THE DONNELLEY SPECIAL MEETING				42
	General			42
	Date, Time and Place of the Donnelley Special Meeting			42

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			Page
	Purposes of the Donnelley Special Meeting			42
	Record Date; Outstanding Shares; Shares Entitled To Vote			42
	Quorum and Voting Rights			43
	Recommendation of the Donnelley Board			43
	Voting by Donnelley’s Directors and Executive Officers			44
	Voting; Proxies			44
	How To Vote			45
	Revoking Your Proxy			45
	Other Voting Matters			45
	Proxy Solicitations			46
	Other Business; Adjournments or Postponements			46
	Assistance			46
THE DEX MEDIA SPECIAL MEETING				47
	General			47
	Date, Time and Place of the Dex Media Special Meeting			47
	Purposes of the Dex Media Special Meeting			47
	Record Date; Outstanding Shares; Shares Entitled To Vote			47
	Quorum and Voting Rights			48
	Recommendation of the Dex Media Board			48
	Voting by Dex Media’s Directors and Executive Officers			48
	Voting; Proxies			49
	How to Vote			50
	Revoking Your Proxy			50
	Other Voting Matters			50
	Proxy Solicitations			50
	Other Business; Adjournments and Postponements			51
	Assistance			51
INFORMATION ABOUT THE COMPANIES				52
	Donnelley			52
	Dex Media			52
	Merger Sub			52
THE MERGER				53
	Background of the Merger			53
	Strategic Rationale			58
	Donnelley’s Reasons for the Merger; Recommendation of the Merger by the Donnelley Board			60
	Opinion and Analysis of JPMorgan as Donnelley’s Financial Advisor			62
	Opinion and Analysis of Bear Stearns as Donnelley’s Financial Advisor			70
	Dex Media’s Reasons for the Merger; Recommendation of the Merger by the Dex Media Board			79
	Opinion and Analysis of Lehman Brothers as Dex Media’s Financial Advisor			82
	Opinion and Analysis of Merrill Lynch as Dex Media’s Financial Advisor			90
	Directors and Management of Donnelley Following the Merger			97
	Interests of Directors and Executive Officers in the Merger			98
	Ownership of Donnelley after the Merger			106
	Operations of Donnelley following the Merger			107
	Committees of the Donnelley Board			107

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			Page
	Public Trading Markets			107
	Dividends and Other Distributions			107
	Regulatory Notifications Required for the Merger			107
	Accounting Treatment			108
	Appraisal Rights of Dex Media Stockholders			108
	Delisting and Deregistration of Dex Media Common Stock			111
	Federal Securities Laws Consequences; Resale Restrictions			111
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES				112
THE MERGER AGREEMENT				115
	Upon Completion of the Merger			115
	Bylaws of Donnelley			115
	Consideration to be Received in the Merger			115
	Treatment of Dex Media Stock Options and Other Stock-Based Awards			118
	Representations and Warranties			118
	Conduct of Business Pending the Merger			119
	Reasonable Best Efforts; Other Agreements			121
	Access to Information			122
	Stockholder Approvals			122
	Legal Conditions to Merger			123
	Affiliates			124
	Listings			124
	Advice of Changes			124
	Exemption from Liability Under Section 16(b) of the Exchange Act			124
	Financing Commitments			125
	Conditions to Completion of the Merger			126
	No Solicitation			127
	Termination and Amendment			129
	Extension; Waiver			133
	Expenses			133
	GS Funds Redemption			133
	Employee Matters			133
	Indemnification and Insurance			134
	Governing Law			134
AGREEMENTS RELATED TO THE MERGER AGREEMENT				135
	The Sponsor Stockholders Agreements			135
	The Support Agreements			137
	Stock Purchase and Support Agreement			139
	Financing Commitment			143
	Donnelley Rights Plan Amendment			144
PRO FORMA FINANCIAL DATA UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF DONNELLEY				145
DESCRIPTION OF DONNELLEY CAPITAL STOCK				159
	Common Stock			159
	Preferred Stock			159

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			Page
COMPARISON OF RIGHTS OF STOCKHOLDERS				161
	Authorized Capital Stock			161
	Voting Rights			161
	Cumulative Voting			161
	Stockholders Meetings			161
	Notice of Stockholder Meetings			162
	Notice of Stockholder Business and Nominations			162
	Proxies			163
	Actions by Written Consent			164
	Matters Relating to the Board of Directors			164
	Preemptive Rights			165
	Dividends			165
	Limitation of Personal Liability of Directors			166
	Indemnification of Directors and Officers			166
	Anti-Takeover Matters			166
	Certain Business Combination Restrictions			168
	Amendments to Constituent Documents			168
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS				170
	Donnelley			170
	Dex Media			170
LEGAL MATTERS				171
EXPERTS				171
WHERE YOU CAN FIND MORE INFORMATION				172
	Donnelley SEC Filings			173
	Dex Media SEC Filings			174
OTHER MATTERS				174
ANNEXES
Agreement and Plan of Merger				A-1
Carlyle Sponsor Stockholders Agreement				B-1
Welsh Carson Sponsor Stockholders Agreement				C-1
Second Amended and Restated Bylaws of Donnelley				D-1
Opinion of J.P. Morgan Securities Inc.				E-1
Opinion of Bear, Stearns & Co., Inc.				F-1
Opinion of Lehman Brothers Inc.				G-1
Opinion of Merrill Lynch & Co., Inc				H-1
Section 262 of the General Corporation Law of the State of Delaware				I-1
Carlyle Support Agreement				J-1
Welsh Carson Support Agreement				K-1
Stock Purchase and Support Agreement				L-1
Commitment Letter				M-1

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Q:		What is this document?
A:		This document, referred to as this joint proxy statement/ prospectus, is a proxy statement by Donnelley and Dex Media for use in soliciting proxies for each of their respective special meetings. It is also a prospectus for use by Donnelley in connection with the issuance of shares of common stock, $1.00 par value per share, referred to as Donnelley common stock, in the merger.
Q:		Who is soliciting proxies in connection with this joint proxy statement/ prospectus?
A:		The board of directors of each of Donnelley and Dex Media, referred to as the Donnelley board and the Dex Media board, respectively, are soliciting proxies in connection with each of their respective special meetings.
Q:		Who is bearing the expenses of this solicitation?
A:		Donnelley and Dex Media are each bearing their own expenses incurred in connection with this solicitation.
Q:		Why am I receiving this joint proxy statement/ prospectus?
A:		Donnelley and Dex Media have agreed to the acquisition of Dex Media by Donnelley under the terms of a merger agreement that is described in this joint proxy statement/ prospectus. A copy of the merger agreement is attached to this joint proxy statement/ prospectus as Annex A. In order to complete the merger, Donnelley stockholders must vote to approve the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger, and Dex Media stockholders must vote to adopt the merger agreement and to approve the merger contemplated by the merger agreement. Donnelley and Dex Media will hold separate special meetings of their respective stockholders to obtain these approvals. This joint proxy statement/ prospectus contains important information about the merger and the special meetings, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending your company’s special meeting, although you are welcome to attend in person. Your vote is important. We encourage you to vote as soon as possible.
Q:		Why are Donnelley and Dex Media proposing to merge?
A:		Donnelley and Dex Media believe that the merger will provide substantial strategic and financial benefits to the stockholders of both companies, and that the combination will create a stronger and more competitive Yellow Pages publisher and local online search company that is more capable of generating shareholder value than either Donnelley or Dex Media could on its own. See “The Merger — Donnelley’s Reasons for the Merger; Recommendation of the Merger by the Donnelley Board” beginning on page 60 and “The Merger — Dex Media’s Reasons for the Merger; Recommendation of the Merger by the Dex Media Board” beginning on page 79.
Q:		What will happen in the merger?
A:		The merger will combine the businesses of Donnelley and Dex Media. As a result of the merger of Dex Media with and into a wholly owned subsidiary of Donnelley, Dex Media will cease to exist and Donnelley will continue as a public company that holds and conducts the combined business of Donnelley and Dex Media. Each outstanding share of Donnelley common stock will remain outstanding as a share of Donnelley common stock. See “The Merger Agreement — Upon Completion of the Merger” beginning on page 115.

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		Holders of Dex Media common stock (other than Dex Media, Donnelley and dissenting Dex Media stockholders who properly exercise their appraisal rights) will be entitled to receive for each share of Dex Media common stock:
		• $12.30 in cash, without interest, which is referred to as the cash consideration; and
		• 0.24154 of a fully paid, nonassessable share of Donnelley common stock, which is referred to as the stock consideration.
		Donnelley estimates that it will issue 36.4 million shares of its common stock and pay $1,853 million in cash in the merger to the Dex Media stockholders and that immediately after the merger the former Dex Media stockholders, in the aggregate, will own 53% of the then-outstanding shares of Donnelley common stock. This information is based on the number of Donnelley and Dex Media shares outstanding on December 19, 2005, assumes Donnelley has repurchased all of its outstanding shares of preferred stock as contemplated by the merger agreement and does not take into account stock options or other stock-based awards not already deemed outstanding.
Q:		How does the Donnelley board recommend that I vote?
A:		The Donnelley board unanimously recommends that the Donnelley stockholders vote FOR the Donnelley merger proposal at the Donnelley special meeting. See “The Merger — Donnelley’s Reasons for the Merger; Recommendation of the Merger by the Donnelley Board” beginning on page 60.
Q:		How does the Dex Media board recommend that I vote?
		The Dex Media board unanimously recommends that the Dex Media stockholders vote FOR the adoption of the merger agreement and approval of the merger at the Dex Media special meeting. See “The Merger — Dex Media’s Reasons for the Merger; Recommendation of the Merger by the Dex Media Board” beginning on page 79.
Q:		When and where are the special meetings?
A:		The Donnelley special meeting will be held at The Embassy Suites Hotel, 201 Harrison Oaks Boulevard, Cary, North Carolina 27513, on January 25, 2006 at 2:00 p.m., Eastern Standard Time. See “The Donnelley Special Meeting — Date, Time and Place of the Donnelley Special Meeting” beginning on page 42.
		The Dex Media special meeting will be held at Dex Media’s offices, 198 Inverness Drive West, Englewood, Colorado 80112, on January 25, 2006 at 12:00 p.m., Mountain Standard Time. See “The Dex Media Special Meeting — Date, Time and Place of the Dex Media Special Meeting” beginning on page 47.
Q:		What vote of Donnelley stockholders is required to approve the Donnelley merger proposal?
A:		The approval of the Donnelley merger proposal requires the affirmative vote of the Donnelley stockholders having the majority of voting power present in person, or represented by proxy, at the Donnelley special meeting, provided that the total vote cast on the Donnelley merger proposal represents a majority of the outstanding shares of Donnelley common stock entitled to vote on the Donnelley merger proposal. Holders of Donnelley common stock and, on an as-converted basis, preferred stock will vote together as a single class. See “The Donnelley Special Meeting — Quorum and Voting Rights” beginning on page 43.
Q:		What vote of the Dex Media stockholders is required to approve the Dex Media merger proposal?
A:		The approval of the Dex Media merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Dex Media common stock. See “The Dex Media Special Meeting — Quorum and Voting Rights” beginning on page 48.
Q:		What risks should I consider in deciding whether to vote for the merger?
A:		You should carefully review the section of this joint proxy statement/ prospectus entitled “Risk Factors” beginning on page 35.
Q:		How do Donnelley’s directors and executive officers intend to vote?
A:		Donnelley’s directors and executive officers have indicated that they intend to vote their Donnelley common stock FOR the Donnelley merger proposal. At the close of business on December 19, 2005, the record date for the Donnelley special meeting, directors and executive officers of Donnelley were entitled to vote approximately 14% of the shares of Donnelley common stock outstanding on that date (and less than 1%

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		excluding the shares that affiliates of The Goldman Sachs Group, Inc., collectively referred to as the GS Funds, are entitled to vote on that date). See “The Donnelley Special Meeting — Voting by Donnelley’s Directors and Executive Officers” beginning on page 44.
Q:		How do Dex Media’s directors and executive officers intend to vote?
A:		Dex Media’s directors and executive officers have indicated that they intend to vote their Dex Media common stock FOR the Dex Media merger proposal. At the close of business on December 19, 2005, the record date for the Dex Media special meeting, directors and executive officers of Dex Media (excluding Carlyle Partners III, L.P. and certain of its affiliates, collectively referred to as Carlyle, and Welsh, Carson, Anderson & Stowe, L.P. and certain of its affiliates, collectively referred to as Welsh Carson) were entitled to vote less than 1% of the shares of Dex Media common stock outstanding on that date. As of the record date, Carlyle and Welsh Carson had the right to vote approximately 52% of the shares of Dex Media common stock outstanding on that date. See “The Dex Media Special Meeting — Voting by Dex Media’s Directors and Executive Officers” beginning on page 48.
Q:		Have any stockholders already agreed to vote in favor of the merger?
A:		Yes. Investment partnerships affiliated with the GS Funds have agreed to vote all of their Donnelley preferred stock in favor of the Donnelley merger proposal and against any alternative transaction or matter that would interfere with the merger. As of the record date, the GS Funds were entitled to vote approximately 14% of the shares of Donnelley capital stock entitled to vote at the Donnelley special meeting. See “Agreements Related to the Merger Agreement — Stock Purchase and Support Agreement” beginning on page 139.
		Carlyle and Welsh Carson have each entered into a Support Agreement, dated October 3, 2005, with Donnelley in which they agreed to vote their shares of Dex Media common stock in favor of the Dex Media merger proposal and against any alternative transaction or matter that would interfere with the merger. Carlyle and Welsh Carson each own 26%, or 52% in the aggregate, of Dex Media’s outstanding common stock, however the portion of shares subject to these voting agreements are equal to 20% each, or 40% in the aggregate, of the total issued and outstanding Dex Media shares. If the Dex Media board (by a majority vote of its independent directors) later withdraws its recommendation of the Dex Media merger proposal, the portion of shares subject to these voting agreements will be reduced to 15% each, or 30% in the aggregate, of the total issued and outstanding Dex Media shares. We refer to these Support Agreements as the support agreements. The support agreements terminate if the merger agreement is terminated for any reason, including termination of the merger agreement by Dex Media in connection with a superior proposal. A copy of each of the Carlyle support agreement and the Welsh Carson support agreement is attached as Annex J and Annex K, respectively, to this joint proxy statement/ prospectus. See “Agreements Related to the Merger Agreement — The Support Agreements” beginning on page 137.
Q:		Will the rights of Donnelley’s stockholders change as a result of the merger?
A:		Yes. Donnelley’s stockholders’ rights will continue to be governed by Donnelley’s certificate of incorporation and bylaws and by Delaware law. However, the Donnelley board has adopted amended and restated bylaws that will become effective upon completion of the merger, which provide, among other things, a description of the committees of the Donnelley board and the duties of the Presiding Director and Chairman of the Donnelley board. A copy of Donnelley’s amended and restated bylaws that will become effective upon completion of the merger are attached to this joint proxy statement/ prospectus as Annex D. See “The Merger Agreement — Bylaws of Donnelley” beginning on page 115 and “Comparison of Rights of Stockholders” beginning on page 161. For a copy of Donnelley’s certificate of incorporation or current bylaws, see “Where You Can Find More Information” beginning on page 172.
Q:		Will the rights of Dex Media’s stockholders change as a result of the merger?
A:		Yes. Dex Media’s stockholders will become Donnelley stockholders and their rights as Donnelley stockholders will be governed by Donnelley’s certificate of incorporation and bylaws and by Delaware law. See “Comparison of Rights of Stockholders” beginning on page 161. For a copy of Donnelley’s certificate of incorporation or current bylaws, see “Where You Can Find More Information” beginning on page 172.

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Q:		When do you expect to complete the merger?
A:		If the Dex Media merger proposal is approved at the Dex Media special meeting and the Donnelley merger proposal is approved at the Donnelley special meeting, we will complete the merger as soon as practicable after the satisfaction of the other conditions to the merger. We currently anticipate that the merger will be completed in the first quarter of 2006. See “The Merger Agreement — Upon Completion of the Merger” beginning on page 115.
Q:		Do Donnelley’s stockholders have dissenters’ appraisal rights?
A:		No. Donnelley’s stockholders do not have dissenters’ appraisal rights relating to the merger under Delaware law.
Q:		Do Dex Media’s stockholders have dissenters’ appraisal rights?
A:		Yes. Dex Media stockholders who do not vote in favor of the Dex Media merger proposal and who otherwise comply with the requirements of Delaware law will be entitled to dissenters’ appraisal rights to receive the statutorily determined “fair value” of their shares of Dex Media common stock. See “The Merger — Appraisal Rights of Dex Media Stockholders” beginning on page 108.
Q:		Should I send in my stock certificates now?
A:		No. If the merger is completed, Donnelley will send Dex Media stockholders separate written instructions for sending in their stock certificates. See “The Dex Media Special Meeting — Proxy Solicitations” beginning on page 50 and “The Merger Agreement — Consideration to be Received in the Merger — Procedures for Exchange of Certificates” beginning on page 116. Donnelley stockholders will not need to send in their stock certificates.
Q:		What should I do now?
A:		You should read this joint proxy statement/ prospectus carefully, including the annexes, and return your completed, signed and dated proxy card(s) or voting instruction card(s) by mail in the enclosed postage-paid envelope as soon as possible so that your shares will be represented and voted at your special meeting.
Q:		If I am a Donnelley stockholder, how will my proxy be voted?
A:		If you complete, sign and date your proxy card(s), your proxy will be voted in accordance with your instructions. If you sign and date your proxy card(s) but do not indicate how you want to vote, and you are a record holder of Donnelley common stock at the close of business on December 19, 2005, your shares will be voted:
		• FOR the Donnelley merger proposal;
		• FOR any adjournments or postponements of the Donnelley special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Donnelley special meeting to approve the Donnelley merger proposal; and
		• in the discretion of the proxies for any other business that may properly come before the Donnelley special meeting or any convened meeting following an adjournment or postponement of the Donnelley special meeting.
Q:		If I am a Dex Media stockholder, how will my proxy be voted?
A:		If you complete, sign and date your proxy card(s), your proxy will be voted in accordance with your instructions.
		If you sign and date your proxy card(s) but do not indicate how you want to vote, and you are a record holder of Dex Media common stock at the close of business on December 19, 2005, your shares will be voted:
		• FOR the Dex Media merger proposal;
		• FOR any adjournments or postponements of the Dex Media special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Dex Media special meeting to adopt the merger agreement and approve the merger; and

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		• in the discretion of the proxies for any other business that may properly come before the Dex Media special meeting or any convened meeting following an adjournment or postponement of the Dex Media special meeting.
		If your shares of Dex Media common stock are voted for the Dex Media merger proposal at the Dex Media special meeting, you will lose the dissenters’ appraisal rights to which you would otherwise be entitled. See “The Dex Media Special Meeting — Voting; Proxies” beginning on page 49 and “The Merger — Appraisal Rights of Dex Media Stockholders” beginning on page 108.
Q:		Can I change my vote after I mail my proxy card(s)?
A:		Yes. If you are a record holder of Donnelley common stock at the close of business on December 19, 2005 or Dex Media common stock at the close of business on December 19, 2005, you can change your vote by:
		• sending a written notice to the corporate secretary of Donnelley or Dex Media, respectively, that is received prior to the special meeting and states that you revoke your proxy;
		• signing and dating a new proxy card(s) and submitting your proxy so that it is received prior to your special meeting in accordance with the instructions included with the proxy card(s); or
		• attending your special meeting and voting in person.
		If your shares are held in street name by your broker, you will need to contact your broker to revoke your proxy. See “The Donnelley Special Meeting — Voting; Proxies” beginning on page 44 and “The Dex Media Special Meeting — Voting; Proxies” beginning on page 49.
Q:		What if my shares are held in “street name” by my broker?
A:		Your broker will vote your shares with respect to the proposals at your special meeting only if you instruct your broker how to vote. You should instruct your broker using the written instruction form and envelope provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker for instructions on how to vote your shares. If you do not provide your broker with instructions, under the rules of the NYSE, your broker will not be authorized to vote with respect to the Donnelley merger proposal or the Dex Media merger proposal at your special meeting. If you hold your shares in your broker’s name and wish to vote in person at the special meeting, you must contact your broker and request a document called a “legal proxy.” You must bring this legal proxy to your special meeting in order to vote in person. See “The Donnelley Special Meeting — Voting; Proxies” beginning on page 44 and “The Dex Media Special Meeting — Voting; Proxies” beginning on page 49.
Q:		What if Donnelley stockholders abstain from voting or do not instruct their brokers to vote their shares?
A:		If a Donnelley stockholder does not vote or does not instruct a broker how to vote its shares of Donnelley common stock held in street name, it may negatively affect the approval of the Donnelley merger proposal because the total vote cast (whether for or against) on the Donnelley merger proposal must represent at least a majority of the Donnelley capital stock entitled to vote on the Donnelley merger proposal. Abstentions relating to the shares of Donnelley capital stock will have the same effect as a vote against the approval of the Donnelley merger proposal. See “The Donnelley Special Meeting — Voting; Proxies” beginning on page 44.
Q:		What if the Dex Media stockholders abstain from voting or do not instruct their brokers to vote their shares?
A:		If a Dex Media stockholder does not vote or does not instruct a broker how to vote its shares of Dex Media common stock held in street name, the effect will be the same as a vote against the Dex Media merger proposal. Abstentions and broker non-votes relating to shares of Dex Media common stock will also have the effect of votes against the Dex Media merger proposal. See “The Dex Media Special Meeting — Voting; Proxies” beginning on page 49.

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Q:		If I am going to attend my special meeting, should I return my proxy card(s) or voting instruction card(s)?
A:		Yes. Returning your completed, signed and dated proxy card(s) or voting instruction card(s) ensures that your shares will be represented and voted at your special meeting. See “The Donnelley Special Meeting — How To Vote” on page 45 and “The Dex Media Special Meeting — How To Vote” beginning on page 50.
Q:		What does it mean if I receive multiple proxy cards?
A:		Your shares may be registered in more than one account, such as brokerage accounts and 401(k) accounts. It is important that you complete, sign, date and return each proxy card or voting instruction card you receive as described in the instructions included with your proxy card(s) or voting instruction card(s).
Q:		Who can answer my questions?
A:		If you are a Donnelley stockholder and have questions about the merger or the Donnelley special meeting, need assistance in voting your shares or need additional copies of this joint proxy statement/ prospectus or the enclosed proxy card(s) or voting instructions, you should contact:
		D.F. King & Co., Inc.
		48 Wall Street
		New York, New York 10005
		(800) 967-7921
		If you are a Dex Media stockholder and have questions about the merger or the Dex Media special meeting, need assistance in voting your shares or need additional copies of this joint proxy statement/ prospectus or the enclosed proxy card(s) or voting instructions, you should contact:
		MacKenzie Partners, Inc.
		105 Madison Avenue
		New York, New York 10016
		(800) 322-2885
		or
		Dex Media, Inc.
		198 Inverness Drive West
		Englewood, Colorado 80112
		Attention: Investor Relations
		(303) 784-2900
Q:		Where can I find more information about Donnelley and Dex Media?
A:		You can find more information about Donnelley and Dex Media from various sources described under “Where You Can Find More Information” beginning on page 172.

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	•	Donnelley’s ability to obtain additional financing in excess of the borrowing capacity under RHDI’s $175 million revolving credit facility on satisfactory terms to fund working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements is limited;
	•	Donnelley will be more vulnerable to general economic downturns, competition and industry conditions, which could place it at a competitive disadvantage compared to its competitors that may be less leveraged;
	•	Donnelley will face increased exposure to rising interest rates as a portion of its debt is at variable interest rates;
	•	Donnelley will have reduced availability of its cash flow to fund working capital requirements, capital expenditures, acquisitions or other strategic initiatives, investments and other general corporate requirements because a substantial portion of its cash flow will be needed to service its debt obligations;
	•	Donnelley will have limited flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;
	•	the agreements governing Donnelley’s debt substantially limit its ability to access the cash flow and value of our subsidiaries and to make dividends to stockholders;
	•	Donnelley’s ability to borrow additional funds or refinance existing indebtedness may be limited; and
	•	there could be a material adverse effect on Donnelley’s business and financial condition if it were unable to service its debt or obtain additional financing, as needed.

	Donnelley may experience difficulties in integrating Dex Media’s business with its existing business and may not be able to realize the expected benefits of the merger as planned.

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	Affiliates of Dex Media, whose interests may be different than your interests, will have substantial influence over Donnelley if the merger is completed.

	Some of the directors and executive officers of Donnelley or Dex Media have interests in the merger that may influence them to support or approve the merger.

	•	the designation of certain directors and officers of Dex Media as Donnelley directors or executive officers following the merger;
	•	increases in base salary and target bonus for certain executive officers;
	•	the accelerated vesting in whole or in part of Dex Media stock options for executive officers;
	•	potential severance payments for certain executive officers;
	•	the accelerated vesting of restricted shares for Scott A. Pomeroy, Dex Media’s Chief Financial Officer; and
	•	the accelerated vesting of restricted shares held by the independent directors of Dex Media.

	•	the designation of certain directors and officers of Donnelley as Donnelley directors or executive officers following the merger;
	•	increases in base salary and target bonus for certain executive officers;
	•	the granting to certain executive officers of awards of stock appreciation rights effective upon completion of the merger; and
	•	potential severance payments for certain executive officers.

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	The merger agreement limits Donnelley’s and Dex Media’s ability to pursue an alternative acquisition proposal to the merger and requires Donnelley or Dex Media to pay a termination fee of $90 million and $150 million, respectively, if either one of them does.

	If the stockholders of either Donnelley or Dex Media fail to approve the Donnelley merger proposal or the Dex Media merger proposal, respectively, then the merger agreement may be terminated and Donnelley or Dex Media may be required to pay a termination fee of $45 million.

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	The unaudited pro forma financial data included in this joint proxy statement/ prospectus are preliminary and Donnelley’s actual financial position and results of operations may differ materially from the unaudited pro forma financial data included in this joint proxy statement/ prospectus.

	The results of Donnelley’s operations after the completion of the merger may be affected by factors different from, or in addition to, those currently affecting the results of Dex Media’s operations, and the market value of Donnelley common stock may decrease after the completion of the merger.

	Anti-takeover provisions could delay, deter or prevent a change in control of Donnelley even if the change in control would be beneficial to Donnelley stockholders.

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	Shares eligible for future sale may adversely affect the combined company’s common stock price.

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	•	the ability of Donnelley to integrate the Dex Media businesses with Donnelley’s businesses and achieve the expected strategic advantages and cost savings from the merger;
	•	the adoption of the merger agreement and approval of the transactions contemplated by the merger agreement, including the merger, at the Dex Media special meeting;
	•	the approval of the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger, at the Donnelley special meeting;
	•	the timing of the completion of the merger;
	•	disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers;
	•	the actual financial position and results of operations of Donnelley following the merger, which may differ significantly from the pro forma financial data contained in this joint proxy statement/ prospectus;
	•	the impact of competitive products and pricing;
	•	general market conditions in the directory publishing industry;
	•	the level of capital resources required for future acquisitions and operations and commitments for debt service obligations; and
	•	changes in laws and regulations.

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	•	approve the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger;
	•	approve adjournments or postponements of the Donnelley special meeting, if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Donnelley special meeting to approve the Donnelley merger proposal; and
	•	consider and take action upon any other business that may properly come before the Donnelley special meeting, or any reconvened meeting, following an adjournment or postponement of the Donnelley special meeting.

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	•	approval of the Donnelley merger proposal requires the affirmative vote of Donnelley stockholders having the majority of voting power present in person, or represented by proxy, at the Donnelley special meeting. Holders of Donnelley common stock and, on an as-converted basis, Donnelley preferred stock will vote together as a single class. In order for the Donnelley merger proposal approval to be effective, the votes cast (whether for or against) on the Donnelley merger proposal at the Donnelley special meeting must represent a majority of the outstanding shares of Donnelley capital stock entitled to vote on the Donnelley merger proposal;
	•	approval of adjournments or postponements of the Donnelley special meeting, if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Donnelley special meeting to approve the Donnelley merger proposal, requires approval of the holders of a majority of the shares present, in person or represented by proxy, and entitled to vote at the Donnelley special meeting (whether or not a quorum exists) without further notice other than by an announcement made at the Donnelley special meeting; and
	•	approval of any other business that may properly come before the Donnelley special meeting, or any reconvened meeting, following an adjournment or postponement of the Donnelley special meeting and on any other matters, if any, that are properly presented at the meeting for consideration of the stockholders, requires a quorum to be present and the votes cast favoring such proposal to exceed the votes cast opposing such proposal.

	•	FOR the approval of the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger; and
	•	FOR any adjournments or postponements of the Donnelley special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Donnelley special meeting to approve the Donnelley merger proposal.

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	Voting Shares Held in Street Name

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	Abstaining from Voting

	•	abstentions will have the same effect as a vote against the approval of the Donnelley merger proposal; and
	•	abstentions will have the same effect as a vote against the approval of adjournments or postponements of the Donnelley special meeting.

	•	sending a written notice to the Corporate Secretary of Donnelley, at 1001 Winstead Drive, Cary, North Carolina 27513, bearing a date later than the date of the proxy, that is received prior to the Donnelley special meeting and states that you revoke your proxy;
	•	signing another proxy card(s) or voting instruction card(s) bearing a later date and mailing it so that it is received prior to the special meeting; or
	•	attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

	Voting in Person

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	Electronic Access to Proxy Material

	People with Disabilities

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	•	adopt the merger agreement and approve the merger;
	•	approve adjournments or postponements of the Dex Media special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Dex Media special meeting to adopt the merger agreement and approve the merger; and
	•	consider and take action upon any other business that may properly come before the Dex Media special meeting, or any adjournment or postponement thereof.

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	•	adoption of the merger agreement and approval of the merger require the affirmative vote of the holders of a majority of the outstanding shares of Dex Media common stock entitled to vote;
	•	approval of adjournments or postponements of the Dex Media special meeting, if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the Dex Media special meeting to approve the Dex Media merger proposal, requires the affirmative vote of a majority of the shares of Dex Media common stock present in person or represented by proxy and entitled to vote at the Dex Media special meeting; and
	•	approval of any other business that may properly come before the Dex Media special meeting, or any reconvened meeting, following an adjournment or postponement of the Dex Media special meeting and on any other matters, if any, that are properly presented at the meeting for consideration of the stockholders, requires a quorum to be present and the votes cast favoring such proposal to exceed the votes cast opposing such proposal.

	•	FOR the proposal to adopt the merger agreement and approve the merger at the Dex Media special meeting; and
	•	FOR any adjournments or postponements of the Dex Media special meeting.

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	Voting Shares Held in Street Name

	Abstaining from Voting

	•	abstentions will have the same effect as a vote against the approval of the Dex Media merger proposal; and
	•	abstentions will have the same effect as a vote against the approval of adjournments or postponements of the Dex Media special meeting.

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	•	sending a written notice to the Corporate Secretary of Dex Media, at 198 Inverness Drive West, Englewood, Colorado 80112, bearing a date later than the date of the proxy, that is received prior to the Dex Media special meeting and states that you revoke your proxy;
	•	signing another proxy card(s) or voting instruction card(s) bearing a later date and mailing it so that it is received prior to the special meeting; or
	•	attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

	Voting in Person

	Electronic Access to Proxy Materials

	People with Disabilities

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	•	Increased Size and Scale. The combined company will operate across 28 states with over 600 directories having a total circulation of approximately 73 million, serving over 600,000 local and national advertisers. As a result, the combined company will be the third largest print directory publisher in the

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		United States based on 2004 directory publishing revenues, with significant online local search capabilities. The benefits of increased size and scale are expected to include:

	•	scale is increasingly important in the online local commercial search environment;
	•	enhanced ability to consider and pursue partnerships and other strategic opportunities;
	•	a larger base over which to spread fixed costs associated with new products and platforms;
	•	an increased ability to attract national advertising spending for both print and online products;
	•	the ability to promote advertisers’ presence in additional adjacent markets and products, which is particularly important for online products;
	•	an increased ability to compete with other local advertising media, such as outdoor advertising, direct mail, radio, newspaper and online local commercial search products;
	•	geographic diversification due to the minimal geographic overlap between the two companies, which creates less dependence on tourism-centric areas and urban/industrial regions; and
	•	the addition of many more geographic areas with local economies growing faster than the national average.

	•	Complementary Strengths. The merger will combine Donnelley’s sales, in-field marketing and operational execution and expertise, as well as the strength of its senior management team, with Dex Media’s product innovation and marketing expertise, particularly in online services. We believe that the complementary skill sets and perspectives of the two companies’ management teams will result in a combined company management team that has significantly more breadth and depth than the two companies have on a stand-alone basis. The companies believe that the proposed merger of Donnelley and Dex Media will enable the combined company to better take advantage of the two companies’ complementary assets, skills and strengths and apply them across a broader business base to create greater value for our customers. Donnelley and Dex Media also expect that integration will be streamlined due to the fact that the two companies have common IT platforms and the fact that there is only minimal geographic overlap between the two companies.
	•	Strategic Positioning. The proposed merger is expected to significantly bolster the strategic positioning of Donnelley’s online strategy in both the short and long term. The companies believe that Dex Media already has strong momentum in online local commercial search and an ability to achieve high traffic/usage in its directory coverage areas that can be extended to Donnelley’s current directory coverage areas. In addition, Dex Media has formed a number of strategic relationships that can potentially be expanded across the broader footprint of a combined company. The breadth and increased scale of the combined company is also expected to create a number of strategic advantages, including:

	•	becoming a more attractive strategic partner for online, wireless and additional digital platforms;
	•	deepening its presence in important markets that are growing faster than the national average;
	•	creating opportunities to take advantage of investments in online businesses and Internet technology spending across a larger operating base; and
	•	broadening its geographical reach, which provides greater ability to garner national revenues and premium product sales.

	As a result, the companies believe that the combined company will have greater opportunity for future growth.

	•	Increased Financial and Strategic Flexibility. The companies believe that, because of its increased size and economies of scale, the combined company will have greater financial flexibility, particularly after the debt incurred in connection with the transaction has been reduced, greater liquidity in the market for its securities and the ability to respond to competitive pressures and successfully pursue future transactions necessary to remain competitive. The combined company’s increased size, economies of

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		scale and total capabilities are also expected to enable it to improve the cost structure for its products and services, enhancing its ability to compete profitably.
	•	Cost Savings and Synergies. The companies believe that the combined company can be run more efficiently than either company could operate on its own and will benefit from cost savings.

	•	The companies estimate that the combined company will realize approximately $50 million in annual cost savings (after costs to achieve) by the third year after the merger, derived from three primary areas:

	•	general and administrative expense;
	•	consolidation of IT platforms; and
	•	other operating expenses, such as publishing, graphics, billing, customer service, sales planning, sales training, etc.

	•	In addition, Donnelley and Dex Media believe that the attractive tax attributes of the combined company will result in annual tax amortization available to shield pretax income of up to $650 million.

	•	the board’s confidence in Donnelley’s senior management team given management’s long term experience in the industry in sales, marketing and operations and the fact that this senior management team is expected to continue to lead the combined company;
	•	that seven members of the current Donnelley board would remain on the Donnelley board and that those members would represent a majority of the members of the board, as described under “— Interests of Directors and Executive Officers in the Merger” beginning on page 98;
	•	current industry, economic and market conditions and trends, including the likelihood of continuing consolidation and increased competition in the directory advertising and local online search industry and the fact that the number of suitable strategic merger partners for Donnelley was limited;
	•	Dex Media’s favorable financial profile, including its positive earnings and cash flow, together with the strength of the combined company’s anticipated asset mix and position in growth areas;

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	•	the cultural fit and complementary organizational structure of the companies;
	•	the judgment, advice and analyses of Donnelley’s senior management, including their favorable recommendation of the merger based, in part, on their consideration of current conditions and trends in the directory advertising and local online search industry and their evaluation of the alternative strategic options available to Donnelley;
	•	the absence of a superior alternative comparable to the merger and the fact that the merger will serve to broaden the various strategic options available to Donnelley, including acquiring or combining with other companies or engaging in new joint ventures or strategic alliances;
	•	the fact that Carlyle and Welsh Carson had agreed to restrictions on their ability to seek to control Donnelley as described under “Agreements Related to the Merger Agreement — The Sponsor Stockholders Agreements” beginning on page 135;
	•	the fact that Goldman Sachs had consented to the merger and agreed to the terms of the redemption of its Donnelley preferred stock;
	•	the financial analyses and presentations of JPMorgan and Bear Stearns, and their oral opinions, subsequently confirmed in writing that, based upon and subject to the factors and assumptions set forth in those opinions, as of the date of their respective written opinion, the merger consideration to be paid by Donnelley to the holders of Dex Media common stock in the merger was fair, from a financial point of view, to Donnelley;
	•	the presentations by and discussions with Donnelley’s senior management and representatives of Jones Day indicating that the terms and conditions contained in the merger agreement are customary for transactions similar to the merger;
	•	the Donnelley board being able, subject to the terms and conditions of the merger agreement, to consider potentially superior third party acquisition proposals;
	•	the termination fee being, as a percentage of the value of the merger, of a typical magnitude as those in similar transactions, which the Donnelley board believes will not prohibit bona fide alternative superior proposals;
	•	the ability of the parties to complete the merger, including by obtaining necessary regulatory approvals and their obligations to obtain those approvals; and
	•	the ability to complete the merger as a reorganization for U.S. federal income tax purposes.

	•	Donnelley’s increased leverage upon completion of the merger as a result of borrowings related to the payment of the cash portion of the merger consideration, which is expected to be approximately $1.85 billion, borrowings related to the repurchase of Donnelley’s preferred stock and the assumption of Dex Media’s existing debt, which is expected to be approximately $5.3 billion at year end 2005; the possibility that the merger may not be completed due to the risks associated with obtaining necessary approvals and the satisfaction of other conditions, even if the Donnelley and Dex Media stockholders approve the merger;
	•	the limitations on Donnelley’s ability to solicit other transactions as well as the possibility that it could be required to pay a termination fee of up to $90 million under certain circumstances;
	•	the risk that the cost savings and other benefits expected from the merger may not be fully achieved; and

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	•	the interests that executive officers and directors of Donnelley may have with respect to the merger in addition to their interests as stockholders of Donnelley generally. See “— Interests of Directors and Executive Officers in the Merger” beginning on page 98.

	•	reviewed the merger agreement;
	•	reviewed the support agreements;
	•	reviewed the stockholders agreements;
	•	reviewed the stock purchase and support agreement;
	•	reviewed certain publicly available business and financial information concerning Dex Media and Donnelley and the industries in which they operate;
	•	compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies that JPMorgan deemed relevant and the consideration received for such companies;
	•	compared the financial and operating performance of Dex Media and Donnelley with publicly available information concerning certain other companies JPMorgan deemed relevant and reviewed the current and historical market prices of shares of Dex Media common stock, Donnelley common stock and certain publicly traded securities of such other companies;

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	•	reviewed certain internal financial analyses and forecasts prepared by the managements of Dex Media and Donnelley relating to their respective businesses as well as the estimated amount and timing of the cost savings, including tax benefits, and related expenses and synergies expected to result from the merger; and
	•	performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for purposes of the JPMorgan opinion.

	Comparable publicly traded companies

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	•	Donnelley
	•	Dex Media
	•	Yellow Pages Income Fund
	•	YELL Group plc.

	•	Gannett Co., Inc.
	•	Knight-Ridder, Inc.
	•	Lee Enterprises Incorporated
	•	The McClatchy Company

	•	Lamar Advertising Company

	•	Harte-Hanks, Inc.
	•	Valassis Communications, Inc.
	•	ADVO, Inc.
	•	Catalina Marketing Corporation

	•	Calendar year 2005 projected earnings before interest, taxes, depreciation and amortization, referred to as EBITDA
	•	Calendar year 2006 projected EBITDA

	•	Calendar year 2005 projected operating cash flow less capital expenditures, referred to as free cash flow or FCF
	•	Calendar year 2006 projected free cash flow

	•	Calendar year 2005 projected earnings per share, referred to as EPS;
	•	Calendar year 2006 projected EPS.

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Multiple Analysis		Range				Median				Mean
Directories
FV to calendar 2005 projected EBITDA			9.7 — 18.5	x			11.2	x			12.7	x
FV to calendar 2006 projected EBITDA			9.6 — 15.6	x			10.4				11.5
EV to calendar 2005 projected FCF			7.1 — 19.5	x			12.7				13.0
EV to calendar 2006 projected FCF			6.6 — 18.1	x			11.1				11.7
Price per share to calendar 2005 projected EPS			15.1 — 65.4	x			15.5				27.9
Price per share to calendar 2006 projected EPS			13.5 — 37.9	x			14.1				19.9
Newspaper publishing
FV to calendar 2005 projected EBITDA			8.7 — 14.9	x			9.6	x			10.7	x
FV to calendar 2006 projected EBITDA			8.6 —  9.2	x			9.1				8.9
Price per share to calendar 2005 projected EPS			13.7 — 20.6	x			17.5				17.3
Price per share to calendar 2006 projected EPS			12.5 — 17.5	x			15.0				15.0
Other relevant local media comparables
FV to calendar 2005 projected EBITDA			14.2	x
FV to calendar 2006 projected EBITDA			13.0	x
Price per share to calendar 2005 projected EPS			97.1	x
Price per share to calendar 2006 projected EPS			67.0	x
Marketing services
FV to calendar 2005 projected EBITDA			7.5 — 11.7	x			9.5	x			9.5	x
FV to calendar 2006 projected EBITDA			7.2 — 10.7	x			9.5				9.1
Price per share to calendar 2005 projected EPS			18.3 — 20.0	x			19.2				19.2
Price per share to calendar 2005 projected EPS			15.0 — 18.0	x			16.4				16.4

Implied Exchange Ratio/Analysis
Highest estimated valuation of Dex Media Common Stock to lowest estimated valuation of Donnelley common stock			0.446x
Lowest estimated valuation of Dex Media common stock to highest estimated valuation of Donnelley common stock			0.284x

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	Precedent transactions analysis

Date Announced			Acquirer		Target
North America
	03/17/05		Yell Group plc.		TransWestern Holdings, L.P.
	03/07/05		Yellow Pages Group		Advertising Directory Solutions Holdings, Inc. (ADS)
	09/03/04		Bain Capital Partners LLC		Verizon Information Services Canada
	07/28/04		Donnelley		SBC publishing businesses in Illinois and NW Indiana
	09/22/02		Donnelley		Sprint Directories business
	09/13/02		Kohlberg Kravis & Roberts and Ontario Teachers Pension Plan		Bell Actimedia directory publishing business
	08/20/02		Dex Media		QWEST Communications yellow page directories business
	02/05/02		CBD Media, Inc.		Broadwing Inc.’s Cincinnati Bell directory business
	01/22/02		Yell Group plc.		McLeodUSA Media Group
	04/27/01		TransWestern Publishing Company LLC		Worldpages.com, Inc.
International
	09/26/05		Eniro AB		Findexa Ltd.
	09/27/04		Apax Partners Worldwide LLP/ Cinven Limited		VNU World Directories
	06/11/03		BC Partners/ CVC Capital Partners/ Permira Investitori Associati		SEAT Pagine Gialle
	11/14/02		3i/ Veronis Suhler Stevenson		Telemedia directories business
	09/17/01		Texas Pacific Group		Telenor Media
	05/26/01		Apax Partners/ Hicks, Muse, Tate & Furst		Yell Group plc.

Multiple Analysis

Range

Median

Mean

North America

Firm Value to last twelve months EBITDA

7.7 — 13.1

x

9.6

x

10.0x

International

Firm Value to last twelve months EBITDA

8.8 — 17.8

x

9.7

x

11.4x

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	Relative discounted cash flow analysis

		Donnelley — Base				Dex Media — Base				Dex Media — Sensitivity
		Case Estimates				Case Estimates				Case Estimates
Highest estimated valuation		$	101.81			$	38.15			$	40.79
Lowest estimated valuation		$	65.73			$	22.67			$	24.61

Highest estimated valuation of Dex Media common stock to lowest estimated valuation of Donnelley common stock			0.580x
Lowest estimated valuation of Dex Media common stock to highest estimated valuation of Donnelley common stock			0.223x

Highest estimated valuation of Dex Media common stock to lowest estimated valuation of Donnelley common stock			0.620x
Lowest estimated valuation of Dex Media common stock to highest estimated valuation of Donnelley common stock			0.242x

	Contribution analysis

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		EBITDA				Free Cash Flow
2005			39.1%				41.3%
2006			39.4%				42.6%
2007			39.6%				43.1%

Highest estimated valuation of Dex Media common stock to lowest estimated valuation of Donnelley common stock			0.368x
Lowest estimated valuation of Dex Media common stock to highest estimated valuation of Donnelley common stock			0.342x

	Historical exchange ratio analysis

		Dex Media Closing
		Share Price (or				Average Exchange				Implied Premium at
		Average Price)				Ratio				$28.00
September 30, 2005		$	27.79				0.439				0.8	%
One week			27.68				0.441				1.2
One month			26.81				0.418				4.4
3 month			25.72				0.399				8.8
At May 25th board meeting			21.90				0.361				27.9
6 month			23.98				0.385				16.7
Since IPO			19.00				0.401				47.4
High since IPO			28.90				0.476				(3.1	)
Low since IPO			17.80				0.352				62.9

	Donnelley per share accretion

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	Donnelley equity value per share analysis

		1.5% Terminal				2.0% Terminal				2.5% Terminal
Value Accretion/(Dilution) per Share		Growth				Growth				Growth
Base case — 8.5% discount rate		$	(4.38	)		$	(1.75	)		$	1.32
Base case — 7.5% discount rate		$	3.25			$	6.99			$	11.48
Sensitivity case — 8.5% discount rate		$	(0.44	)		$	2.46			$	5.84
Sensitivity case — 7.5% discount rate		$	7.91			$	12.03			$	16.97

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	•	reviewed the merger agreement, the support agreements, the stockholder agreements and the stock purchase and support agreement;
	•	reviewed Donnelley’s Annual Reports to Stockholders and Annual Reports on Form 10-K, as amended, for the years ended December 31, 2002, 2003 and 2004, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and its Current Reports on Form 8-K for the three years ended the of the Bear Stearns opinion;
	•	reviewed Dex Media’s Annual Report to Stockholders and Annual Report on Form 10-K, as amended, for the year ended December 31, 2004, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and its Current Reports on Form 8-K for the period beginning on April 14, 2004 and ending on the date of the Bear Stearns opinion;
	•	reviewed certain operating and financial information relating to the business and prospects of each of Donnelley and Dex Media, including projections for the five years ended December 31, 2010, referred to as the projections, as prepared and provided to Bear Stearns by Donnelley’s management;
	•	reviewed certain tax information prepared by the management of each of Donnelley and Dex Media setting forth projected cash tax benefits arising from deductions under Section 197 of the Code and accumulated net operating losses, referred to as the tax schedules;
	•	reviewed certain estimates of cost savings and other combination benefits expected to result from the merger, prepared and provided to Bear Stearns by Donnelley’s management, referred to as the synergy estimates;

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	•	met with certain members of senior management of each of Donnelley and Dex Media to discuss their respective businesses, operations, historical and projected financial results and future prospects;
	•	reviewed the historical prices, trading multiples and trading volume of each of the Donnelley common stock and the Dex Media common stock;
	•	reviewed publicly available financial data, stock market performance data and trading multiples of companies which Bear Stearns deemed generally comparable to Donnelley and Dex Media;
	•	reviewed the terms of recent mergers and acquisitions involving companies generally comparable to Dex Media;
	•	performed discounted cash flow analyses based on the projections, the synergy estimates and the tax schedules furnished to Bear Stearns;
	•	reviewed the pro forma financial results, financial condition and capitalization of Donnelley giving effect to the merger and the repurchase of Donnelley preferred stock; and
	•	conducted such other studies, analyses, inquiries and investigations as Bear Stearns deemed appropriate.

	•	the representations and warranties of each party contained in the transaction documents reviewed by Bear Stearns referred to above are true and correct;
	•	each party to the transaction documents reviewed by Bear Stearns referred to above will perform all of the covenants and agreements required to be performed by each party under those agreements; and
	•	the merger and the Donnelley preferred stock repurchase will each be completed in a timely manner and in accordance with the terms of the transaction documents reviewed by Bear Stearns referred to above without any limitations, restrictions, conditions, amendments or modifications, regulatory or otherwise, that collectively would have a material effect on Donnelley, Dex Media or the combined company.

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	Summary of Financial Analyses

	Dex Media Valuation

	•	Historical public market trading valuation
	•	Discounted cash flow analysis
	•	Comparison to implied trading multiples of selected generally comparable public companies
	•	Comparison to implied multiples from selected precedent mergers and acquisition transactions

		52 Weeks Ending
		9/30/2005
Low		$	20.60
Average			23.50
High			28.90

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		Without Synergy								With Synergy
		Estimates								Estimates
Projections:		Low				High				Low				High
Case I		$	23.62			$	38.86			$	25.87			$	41.95
Case II			25.50				41.41				27.74				44.50

Directories		Newspapers		Marketing Services
Donnelley		E.W. Scripps Company		ADVO, Inc.
Yell Group plc.		Gannett Co., Inc.		Arbitron Inc.
Yellow Pages Group		Journal Register		Catalina Marketing Corporation
		Knight-Ridder, Inc.		Harte-Hanks, Inc.
		Lee Enterprises Incorporated		Valassis Communications, Inc.
		The McClatchy Company
		The New York Times Company
		Tribune Company

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		Enterprise Value
		as a Multiple of
		Estimated 2005
		EBITDA
Directories
Low			9.9x
Mean			11.4x
High			15.4x
Newspapers
Low			7.5x
Mean			10.0x
High			12.9x
Marketing Services
Low			7.5x
Mean			9.7x
High			12.5x

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Date		Acquirer		Target
3/17/05		Yell Group plc.		TransWestern Holdings, L.P.
3/07/05		Yellow Pages Group		Advertising Directory Solutions Holdings, Inc. (ADS)
9/03/04		Bain Capital Partners LLC		Verizon Information Services Canada
7/28/04		Donnelley		SBC publishing business in Illinois and NW Indiana
9/23/02		Donnelley		Sprint Directories business
9/13/02		Kohlberg Kravis & Roberts (KKR)/ Ontario Teachers Pension Plan		Bell Actimedia directory publishing business
8/20/02		Dex Media		QWEST Communications yellow page directories business
2/05/02		CBD Media, Inc.		Broadwing Inc.’s Cincinnati Bell directory business
1/21/02		Yell Group plc.		McLeodUSA Media Group
4/27/01		TransWestern Publishing Company LLC		Worldpages.com, Inc.

Date		Acquirer		Target
9/26/05		Eniro AB		Findexa Ltd.
9/27/04		Apax Partners Worldwide LLP/ Cinven Limited		VNU World Directories
6/11/03		BC Partners/ CVC Capital Partners/ Permira Investitori Associati		Seat Pagine Gialle
11/14/02		3i/ Veronis Suhler Stevenson		Telemedia directories business
9/17/01		Texas Pacific Group		Telenor Media
5/26/01		Apax Partners/ Hicks, Muse, Tate & Furst		Yell Group plc.

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		Transaction Value
		as a Multiple of
		LTM EBITDA
North American Targets
Low			7.7x
Mean			10.0x
Median			9.6x
High			13.1x
European Targets
Low			8.8x
Mean			11.5x
Median			9.7x
High			17.8x

		Premium Paid
Consideration:		One Day Prior				One Week Prior				One Month Prior
All Cash:			28.4	%			31.6	%			34.4	%
Mix Cash & Stock:
Target Ownership
0-10%			22.6	%			27.0	%			36.5	%
10-30%			15.5				19.6				26.3
>30%			19.7				19.0				29.1
All			19.3				22.8				31.2
All Stock:
Target Ownership
0-10%			41.8	%			42.3	%			30.8	%
10-30%			22.0				25.3				20.2
>30%			16.1				16.4				15.8
All			23.4				24.1				20.8
Donnelley Premium Paid in the Merger			9.3	%			9.8	%			9.8	%

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	Donnelley Valuation

	•	Historical public market trading valuation
	•	Discounted cash flow analysis
	•	Comparison of implied trading multiples of selected generally comparable public companies

		52 Weeks Ending
		9/30/2005
Low		$	48.94
Average			59.51
High			67.32

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	Merger Consequences

		Donnelley/Dex
		Media Projections
		Case I				Case II
Stand-alone discount rate range equal discount rate range after the merger:
Low: Low		$	(7.46	)		$	(3.64	)
Midpoint: Midpoint			(0.69	)			3.59
High: High			8.29				13.34
Stand-alone discount rate range before the merger 25 basis points higher than discount rate range after the merger:
Low: Low		$	(1.46	)		$	2.40
Midpoint: Midpoint			6.96				11.43
High: High			18.76				24.07

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	•	a review of strategic alternatives available to Dex Media, including other potential transactions and the alternative of remaining a stand-alone company, and their relative potential advantages and disadvantages compared to those associated with the merger;
	•	the potential strategic benefits of the transaction, including the complementary nature of the two companies’ assets, the opportunities for increased revenues resulting from the combined company’s ability to better serve the needs of existing and potential customers through the offer of expanded products and services, the opportunities for cost reductions resulting from the substantial scale of the combined company and the similar nature of many activities currently conducted by both companies, and the significantly larger size of the combined company, which should enhance its ability to consider and pursue future strategic opportunities.
	•	the combined company’s larger market capitalization, which should enhance the liquidity of Donnelley’s common stock;
	•	the fact that Dex Media’s stockholders would own approximately 53% of the combined company upon completion of the merger based on the number of Donnelley and Dex Media shares outstanding on October 2, 2005 and assuming Donnelley has repurchased all of its outstanding shares of preferred stock as contemplated by the merger agreement;
	•	the fact that the merger consideration represented a 4.6% premium above the average closing price of Dex Media’s common stock over the 30-day period ending September 29, 2005, a 6.8% premium above the average closing price of Dex Media’s common stock over the 60-day period ending September 29, 2005 and a 10.5% premium above the average closing price of Dex Media’s common stock over the 90-day period ending September 29, 2005;
	•	information concerning the financial condition, results of operations, prospects and businesses of Donnelley and Dex Media, including the companies’ respective revenues, cash flows from operations, net income and common stock performance, as well as industry, economic and market conditions;
	•	the results of the business, legal and financial due diligence investigations conducted by Dex Media’s management and Dex Media’s advisors with respect to Donnelley’s business and operations, which were consistent with the expectations of the Dex Media board with respect to the strategic, operational and financial benefits of the merger;
	•	the opinions of Lehman Brothers and Merrill Lynch, financial advisors to Dex Media, that, as of October 3, 2005 (in the case of Lehman Brothers’ opinion) and as of October 2, 2005 (in the case of Merrill Lynch’s opinion), and based on and subject to the factors, assumptions, procedures, limitations and qualifications set forth in those opinions, the merger consideration to be issued and paid in connection with the merger agreement is fair, from a financial point of view, to the holders of Dex Media common stock;
	•	the Dex Media board’s confidence in the ability of Donnelley’s senior management to lead the combined company and continue to enhance shareholder value;
	•	the fact that six members of the Dex Media board, including Dex Media’s President and Chief Executive Officer, will join the board of directors of the combined company, and the fact that Dex Media’s President and Chief Executive Officer will serve as Chairman of the Donnelley board following the completion of the merger;
	•	the terms of the merger agreement and the structure of the merger, including the conditions to each company’s obligation to complete the merger, the fact that Dex Media may under certain circumstances enter into discussions with third parties regarding alternative transaction proposals and that the Dex Media board may under certain circumstances change its recommendation that Dex Media’s stockholders vote to adopt the merger agreement and approve the merger, and the fact that the merger agreement

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		requires Donnelley to pay a termination fee of up to $90 million if the merger agreement is terminated in accordance with certain provisions of the merger agreement; and
	•	the ability of Dex Media and Donnelley to complete the merger, including their ability to obtain the necessary regulatory approvals and their obligations to obtain those approvals.

	•	the risks and expenses inherent in combining and successfully integrating two companies, including the need for significant management resources which will temporarily detract attention from the day-to-day business of the combined company;
	•	the fact that the value of the merger consideration would be reduced if the price of Donnelley common stock were to decline prior to the completion of the merger;
	•	the fact that the combined company will have significant debt following completion of the merger; as of June 30, 2005, after giving pro forma effect to the merger and the transactions contemplated by the merger agreement, the combined company would have had $11.4 billion of indebtedness outstanding;
	•	the limitations on Dex Media’s ability to solicit other offers as well as the possibility that it could be required to pay a termination fee of up to $150 million under certain circumstances;
	•	the fact that for U.S. federal income tax purposes, Dex Media stockholders will generally recognize a capital gain, but not a loss, in an amount equal to the lesser of the cash they receive in the merger (excluding cash in lieu of a fractional share of Donnelley common stock) and the excess of the sum of the fair market value of the Donnelley common stock and cash they receive (again excluding cash received in lieu of a fractional share of Donnelley common stock) over their adjusted tax basis in their Dex Media common stock;
	•	the fact that the merger might not be completed as a result of a failure to satisfy the conditions contained in the merger agreement; and
	•	the other matters described under the caption “Risk Factors” beginning on page 35.

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	Recommendation of Dex Media’s Board of Directors

	•	Determining that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Dex Media and its stockholders;
	•	Approving and adopting the merger agreement and approving the merger and the other transactions contemplated by the merger agreement; and
	•	Recommending that the Dex Media stockholders vote FOR adoption of the merger agreement and approve the merger of Dex Media with and into Merger Sub.

	•	the merger agreement and the specific terms of the merger;
	•	publicly available information concerning Dex Media and Donnelley that it believes to be relevant to its analysis, including each of Dex Media’s and Donnelley’s annual reports on Form 10-K for the fiscal year ended December 31, 2004 and quarterly reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005;
	•	financial and operating information with respect to the business, operations and prospects of Dex Media furnished to it by Dex Media, including (1) financial projections of Dex Media for 2005 through 2010 prepared by management of Dex Media, referred to as the Dex Media projections, and (2) the amounts and timing of the cost savings, operating synergies and revenue enhancements expected by the management of Dex Media and Donnelley to result from a combination of the business of Dex Media and Donnelley, referred to as the expected synergies;
	•	financial and operating information with respect to the business, operations and prospects of Donnelley furnished to it by Donnelley and Dex Media, including (1) financial projections of Donnelley for 2005 and 2006 prepared by management of Donnelley, referred to as the 2005/2006 Donnelley projections and (2) financial projections of Donnelley for 2005 through 2010 prepared by the management of Dex Media, referred to as Dex Media’s Donnelley projections;

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	•	the recent and historical trading prices of Dex Media’s common stock and Donnelley’s common stock and a comparison of these trading histories with each other and with those of other companies that Lehman Brothers deemed relevant;
	•	a comparison of the historical financial results and present financial condition of Dex Media and Donnelley with each other and with those of other companies that Lehman Brothers deemed relevant;
	•	a comparison of the financial terms of the merger with the financial terms of certain other transactions that Lehman Brothers deemed relevant;
	•	published estimates of third party research analysts with respect to the future financial performance of Dex Media and of Donnelley;
	•	the relative contributions of Dex Media and Donnelley to the current and future financial performance of the combined company on a pro forma basis; and
	•	the potential pro forma impact of the merger on the current financial condition and the future financial performance of the combined company, including the expected synergies.

	Transaction Terms

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	Historical Share Price Analysis

	North American directory companies:
	ACS Media
	Yell Group plc.
	Yellow Pages Group
	European directory companies as a group, including:
	Eniro
	PagesJaunes
	SEAT Pagine Gialle
	TPI
	Outdoor advertising sector, including:
	Lamar Advertising
	Radio sector, including:
	Clear Channel
	Cox Radio
	Cumulus Media
	Emmis Communications
	Entercom Communications
	Regent Communications

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	Newspaper sector, including:
	Gannett Co., Inc.
	Journal Register
	Knight-Ridder, Inc.
	Lee Enterprises Incorporated
	The McClatchy Company
	The New York Times Company

	Historical Exchange Ratio Analysis

	Comparable Company Analysis

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	Comparable Transaction Analysis

Acquiror		Acquiree
Yellow Pages Group		SuperPages Canada
Eniro AB		Findexa Ltd.
Bain Capital Partners LLC		Verizon Information Services Canada
MCAG Consortium		YBR Group
Yell Group plc		McLeodUSA Media Group
BC Partners, CVC Capital Partners, Permira Investitori Associati		SEAT Pagine Gialle
Kohlberg Kravis Roberts & Co. and Ontario Teachers’ Pension Plan		Bell Actimedia directory publishing business
Apax Partners and Hicks, Muse, Tate & Furst		Yell Group plc.
Donnelley		Sprint Directories business
Donnelley		DonTech
U S WEST		U S WEST Dex
Dex Media		Qwest Communications yellow page directories business
CBD Media, Inc.		Broadwing Inc.’s Cincinnati Bell directory business

Acquiror		Acquiree
The Hearst Corporation		White Directory Publishers
Yell Group plc.		TransWestern Holdings, L.P.
Yellow Book USA		Feist Publications
Apax Partners Worldwide LLP and Cinven Limited		VNU World Directories
TransWestern Publishing Company LLC		WorldPages.com, Inc.
Yell Group plc		National Directory Company
CVC Asia Pacific and JP Morgan PartnersAsia		SingTel

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	Transaction Premium Analysis

	Merger-of-Equals:

		Premium Paid to Prior
		Average Share Price
		1 Day				1 Week				4 Week
Mean			4.7%				6.6	%			6.9%
Median			0.0%				(0.3	)%			2.8%

	Cash and Stock Transactions:

		Premium Paid to Prior
		Average Share Price
		1 Day				1 Week				4 Week
Mean			17.0%				20.0%				23.0%
Median			16.0%				19.0%				23.0%

	Dex Media Discounted Cash Flow Analysis

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	Donnelley Discounted Cash Flow Analysis

	Contribution Analysis

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		Contribution
		Dex Media				Donnelley
2005E revenue			61.5%				38.5%
2005E EBITDA			61.4%				38.6%
2005E free cash flow			59.7%				40.3%
Transaction equity value			62.8%				37.2%
Transaction enterprise value			63.1%				36.9%
Transaction equity value adjusted for cash consideration (pro forma equity ownership)			52.2%				47.8%

	General

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	•	reviewed certain publicly available business and financial information relating to Dex Media and Donnelley that Merrill Lynch deemed relevant;
	•	reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of Dex Media and Donnelley, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the merger, which are referred to as the expected synergies, furnished to it by Dex Media and Donnelley, respectively;
	•	conducted discussions with members of senior management and representatives of Dex Media and Donnelley concerning the matters described in the first two bullet points above, as well as their respective businesses and prospects before and after giving effect to the merger and the expected synergies;
	•	reviewed the market prices and valuation multiples for Dex Media common stock and Donnelley common stock;
	•	reviewed the results of operations of Dex Media and Donnelley;
	•	compared the proposed financial terms of the merger with the financial terms of certain other transactions that Merrill Lynch deemed to be relevant;
	•	reviewed the potential pro forma impact of the merger;
	•	reviewed drafts dated October 1, 2005 of the merger agreement;
	•	reviewed drafts dated October 1, 2005 of the support agreements;
	•	reviewed a draft dated October 1, 2005 of the sponsor stockholders agreements (as to the terms of which Merrill Lynch expressed no opinion); and
	•	reviewed a draft dated September 30, 2005 of the debt financing commitment papers associated with the merger and the merger agreement.

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	Transaction Overview

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						Premium Implied
		Dex Media				by Implied Offer
Time Period		Common Stock Price				Value of $27.58
September 30, 2005(1)		$	27.79				(0.8	)%
September 13, 2005(2)		$	25.30				9.0	%
3-Month Average Prior to September 13, 2005		$	24.97				10.5	%

(1)	Last trading day before October 2, 2005.
(2)	Closing price per share of Dex Media common stock one week prior to media speculation regarding a potential merger, or the unaffected stock price.

	•	The implied firm value as a multiple of 2005 and 2006 EBITDA, which is referred to below as Firm Value/2005E EBITDA and Firm Value/2006E EBITDA;
	•	The implied firm value adjusted for the estimated present value of Dex Media’s long-term tax shield as a multiple of 2005 and 2006 estimated adjusted EBITDA, which is referred to below as Tax-Adjusted Firm Value/2005E EBITDA and Tax-Adjusted Firm Value/2006E EBITDA;
	•	The implied equity value as a multiple of 2005 and 2006 estimated free cash flow, which is referred to below as 2005E FCF Multiple and 2006E FCF Multiple; and
	•	2005 and 2006 free cash flow as a percentage of the implied equity value, which is referred to below as 2005E FCF Yield and 2006E FCF Yield.

		Dex Media Implied
		Multiple at Implied
Dex Media Benchmark		Offer Value of $27.58
Firm Value/ 2005E EBITDA			10.3	x
Firm Value/ 2006E EBITDA			10.2	x
Tax-Adjusted Firm Value/ 2005E EBITDA			8.7	x
Tax-Adjusted Firm Value/ 2006E EBITDA			8.6	x
2005E FCF Multiple			8.6	x
2006E FCF Multiple			7.6	x
2005E FCF Yield			11.6	%
2006E FCF Yield			13.1	%

	Relative Valuation Analysis

	•	The implied firm value as a multiple of 2005, 2006 and 2007 estimated adjusted EBITDA, which is referred to below as Firm Value/2005E EBITDA, Firm Value/2006E EBITDA, and Firm Value/2007E EBITDA;
	•	The implied firm value adjusted for the estimated present value of Dex Media’s and Donnelley’s long-term tax shields, respectively, as a multiple of 2005, 2006 and 2007 estimated adjusted earnings before interest, taxes, depreciation and amortization, which is referred to below as Tax-Adjusted Firm

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		Value/2005E EBITDA, Tax-Adjusted Firm Value/2006E EBITDA and Tax-Adjusted Firm Value/2007E EBITDA; and
	•	The implied equity value as a multiple of 2005, 2006 and 2007 estimated free cash flow, which is referred to below as 2005E FCF Multiple, 2006E FCF Multiple and 2007E FCF Multiple.

		Dex Media Implied				R.H. Donnelley Implied
Benchmark		Unaffected Multiple				Unaffected Multiple
Firm Value/ 2005E EBITDA			9.9	x			9.5x
Firm Value/ 2006E EBITDA			9.8	x			9.4x
Firm Value/ 2007E EBITDA			9.6	x			9.3x
Tax-Adjusted Firm Value/ 2005E EBITDA			8.3	x			8.6x
Tax-Adjusted Firm Value/ 2006E EBITDA			8.2	x			8.5x
Tax-Adjusted Firm Value/ 2007E EBITDA			8.0	x			8.4x
2005E FCF Multiple			7.9	x			6.7x
2006E FCF Multiple			7.0	x			6.3x
2007E FCF Multiple			6.4	x			6.8x

	Analysis of Dex Media

	Historical Trading Performance

	Research Analyst Price Targets

	Comparable Companies Analysis

	•	Firm value as a multiple of 2005 and 2006 estimated adjusted earnings before interest, taxes, depreciation and amortization, which is referred to below as Firm Value/2005E EBITDA and Firm Value/2006E EBITDA;
	•	Firm value adjusted for the estimated present value of Dex Media’s and Donnelley’s long-term tax shields, respectively, as a multiple of 2005 and 2006 estimated adjusted earnings before interest, taxes, depreciation and amortization, which is referred to below as Tax-Adjusted Firm Value/2005E EBITDA and Tax-Adjusted Firm Value/2006E EBITDA; and
	•	Equity value as a multiple of 2005 and 2006 estimated free cash flow, which is referred to below as 2005E FCF Multiple and 2006E FCF Multiple.

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Benchmark

Firm Value /

Tax-Adjusted Firm Value /

FCF Multiple

2005E EBITDA

2006E EBITDA

2005E EBITDA

2006E EBITDA

2005E

2006E

Closing Price as of 9/30/05

Dex

10.3

x

10.2

x

8.7

x

8.6

x

8.7

x

7.7

x

RHD

9.4

x

9.3

x

8.5

x

8.4

x

6.6

x

6.2

x

Unaffected Price as of 9/13/05

Dex

9.9

x

9.8

x

8.3

x

8.2

x

7.9

x

7.0

x

RHD

9.4

x

9.3

x

8.5

x

8.4

x

6.6

x

6.2

x

	Comparable Transaction Analysis

Buyer/ Seller		Month and Year Announced
European Directories SA/ YBR Group			May 2005
Yellow Pages Group/ Advertising Directory Solutions Holdings, Inc.			March 2005
Bain Capital Partners LLC/ Verizon Information Services Canada			September 2004
Donnelley/ SBC publishing business in Illinois and NW Indiana			July 2004
Donnelley/ Sprint Directories business			September 2002
Kohlberg Kravin & Roberts and Ontario Teachers Pension Fund/ Bell
Actimedia Directory publishing businesses			September 2002
Dex Media/ Qwest Communications yellow pages directories business			August 2002
CBD Media, Inc./ Broadwing Inc.’s Cincinnati Bell directory business			February 2002
Texas Pacific Group/ Telenor Media			September 2001
Apax Partners and Hicks, Muse, Tate & Furst/ Yellow Group plc			May 2001

Benchmark

Maximum

Mean

Median

Minimum

Transaction value/ Current Year EBITDA Multiple

12.8

x

9.5

x

9.1

x

7.5

x

	Discounted Cash Flow Analysis

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	Leveraged Buy-out Analysis

	Analysis of Donnelley

	Historical Trading Performance

	Research Analyst Price Targets

	Discounted Cash Flow Analysis

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	Exchange Ratio Analysis

		Implied Average
Period Ending September 13, 2005		Exchange Ratio
One Month			0.24089	x
Three Month			0.24395	x
Six Month			0.25445	x
One Year			0.26872	x
Since Dex Media IPO (July 21, 2004)			0.27879	x

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Class				Directors
	2006			Nancy E. Cooper(a), Robert Kamerschen(a), David C. Swanson(a) and R. Glenn Hubbard(b)
	2007			Alan F. Schultz(a), Russell T. Lewis(b), Barry Lawson Williams(a) and Edwina Woodbury(a)
	2008			James A. Attwood, Jr.(b), George A. Burnett(b), Michael P. Connors(b), Anthony J. de Nicola(b) and David M. Veit(a)

(a)	Currently a member of the Donnelley board.

(b)	Currently a member of the Dex Media board.

	Donnelley

	Treatment of Donnelley Stock Options and Stock-Based Awards

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Officer		SAR Award
David C. Swanson			300,000
Peter J. McDonald			150,000
Steven B. Blondy			150,000
George F. Bednarz			50,000
Robert J. Bush			50,000
Michael Boyce			50,000
Debra M. Ryan			35,000
Jenny Apker			15,000
Robert Gross			15,000

	•	the merger is not completed; or
	•	the recipient does consent to a waiver of all rights, benefits and payments that such recipient would have been entitled to receive under each of the Donnelley plans specified in each recipient’s consent and waiver attached to the award agreement with respect to outstanding awards (including the Donnelley 2005 Stock Award and Incentive Plan, the Donnelley 2001 Stock Award and Incentive Plan, the Donnelley 1991 Key Employees’ Stock Option Plan, the Donnelley Key Employees’ Performance Unit Plan and the Donnelley Pension Benefit Equalization Plan) under such plans following a change in control resulting from the merger.

	Independent Directors

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	Donnelley Employment Agreements

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	Other Plans

	Dex Media

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	Independent Directors

	Stock Options and Other Stock Based Awards

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	•	a citizen or resident of the United States;
	•	a corporation created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or
	•	an estate that is subject to U.S. federal income tax on its income regardless of its source.

	Federal income tax consequences to Donnelley stockholders

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	Federal income tax consequences to Dex Media stockholders

	Backup withholding

	•	is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or
	•	provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and that such holder is a U.S. person (including a U.S. resident alien) and otherwise complies with applicable requirements of the backup withholding rules.

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	Reporting requirements

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	Conversion of Securities

	•	Conversion of Dex Media Common Stock. Each Dex Media share (other than any Dex Media shares canceled pursuant to the provisions described below) will be canceled and converted automatically into the right to receive (i) $12.30 in cash and (ii) 0.24154 of a share of common stock of Donnelley, in each case payable upon surrender, in the manner described below, of the certificate that formerly evidenced such Dex Media share.
	•	Cancellation of Certain Dex Media Common Stock. Each share of common stock of Dex Media issued and outstanding and owned by Donnelley, Merger Sub or any direct or indirect wholly owned subsidiary of Donnelley or of Dex Media and each share of Dex Media common stock held in the treasury of Dex Media immediately prior to the completion of the merger will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto.
	•	Shares of Merger Sub Common Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the completion of the merger will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the surviving corporation.

	•	changes (or establishes a record date for changing) the number of shares of its capital stock issued and outstanding prior to the completion of the merger as a result of a stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of its capital stock), extraordinary dividends, stock combination, recapitalization, reclassification, reorganization, combination, exchange of shares or similar transaction or like change with respect to shares of its capital stock; or

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	•	pays or makes an extraordinary dividend or distribution in respect of shares of its capital stock, other than a distribution referred to above (the repurchase of Donnelley preferred stock from the GS Funds and certain other dividends and distributions permitted under the merger agreement will not be deemed extraordinary).

	Procedures for Exchange of Certificates

	Exchange Agent

	Exchange Procedures

	•	a letter of transmittal specifying that delivery will be effected, and risk of loss and title to the certificates evidencing such shares of Dex Media common stock will pass, only upon proper delivery of the Dex Media certificates to the exchange agent; and
	•	instructions for use in effecting the surrender of the Dex Media certificates pursuant to such letter of transmittal.

	•	the holder of such Dex Media certificate will be entitled to receive in exchange for those items:

	•	a certificate representing that number of whole shares of Donnelley common stock which such holder has the right to receive in respect of the shares of Dex Media common stock formerly represented by the Dex Media certificate (after taking into account all the shares of Dex Media common stock then held by the holder), if any;
	•	cash in respect of the cash consideration to be received by the holder, if any;
	•	cash in lieu of any fractional shares of Donnelley common stock to which the holder is entitled; and

	•	the Dex Media certificate so surrendered will be cancelled.

	Distributions with Respect to Unexchanged Donnelley Shares

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	•	the amount of any cash payable with respect to a fractional Donnelley share to which the holder is entitled and the amount of dividends or other distributions with a record date after the completion of the merger and theretofore paid with respect to the whole Donnelley shares; and
	•	at the appropriate payment date, the amount of dividends or other distributions, with a record date after the completion of the merger but prior to surrender and a payment date occurring after surrender, payable with respect to the whole Donnelley shares.

	No Further Rights in Dex Media Common Stock

	No Fractional Shares

	No Liability

	Lost Certificates

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	•	adopts resolutions and takes any other actions as may be required to provide that each Dex Media stock option that is outstanding immediately prior to the completion of the merger, whether vested or unvested, will, upon the completion of the merger, be converted into an option to purchase a number of shares of Donnelley common stock equal to the number of shares of Dex Media common stock subject to the Dex Media stock option multiplied by 0.43077 (rounded down to the nearest whole share), at an exercise price per share of Donnelley common stock equal to the exercise price per share of Dex Media common stock under the Dex Media stock option divided by 0.43077 (rounded up to the nearest whole share), and otherwise having the same terms and conditions as were applicable under the Dex Media stock option immediately prior to the completion time of the merger;
	•	may adjust the conversion described above by modifying the exercise price per share of Donnelley common stock and may take all actions as may be necessary or appropriate to comply with Section 409A of the Code and to preserve the intended tax treatment of rollover options; provided, however, that in no event shall any adjustment to the conversion described above increase the aggregate number of shares of Donnelley common stock subject to rollover options without the prior written consent of Donnelley; and
	•	take all necessary actions to ensure that all restrictions and limitations on vesting, transfer and exercise and all risk of forfeiture and rights of repurchase with respect to Dex Media stock options and other stock-based awards, to the extent not already lapsed as of the completion of the merger, will remain in full force and effect with respect to those options and awards after giving effect to the merger and their conversion under the terms of the merger agreement, except to the extent required by the terms of the options or other awards as in effect on the date hereof and as set forth in the merger agreement.

	•	corporate organization, standing and power and subsidiaries;
	•	capitalization;
	•	authorization, execution, delivery, performance and enforceability of the merger agreement and related matters;
	•	absence of conflicts;
	•	required consents, approvals, orders and authorizations;
	•	documents filed with the SEC and the accuracy of information contained in the filings;
	•	financial statements;
	•	engagement and payment of fees of brokers, finders or financial advisors;

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	•	absence of a material adverse effect with respect to each party since June 30, 2005 and operation of each party’s respective business in the ordinary course between June 30, 2005 and the date of the merger agreement;
	•	legal proceedings;
	•	filing of tax returns and payment of taxes;
	•	employment and labor matters;
	•	internal controls;
	•	compliance with applicable laws and licenses;
	•	specified material contracts;
	•	agreements with regulatory agencies;
	•	undisclosed liabilities;
	•	environmental liabilities;
	•	real property;
	•	satisfaction of Delaware takeover statute requirements and necessary actions under the parties’ respective rights agreements;
	•	intellectual property;
	•	“reorganization” status within the meaning of Section 368(a) of the Code;
	•	receipt of fairness opinions from financial advisors;
	•	the accuracy of information supplied by each party in connection with this joint proxy statement/ prospectus;
	•	affiliate transactions;
	•	in the case of Donnelley only, debt financing commitment letters from certain lenders;
	•	in the case of Donnelley only, constituent documents, approvals and authorizations regarding Merger Sub; and
	•	in the case of Dex Media only, minimum amounts of restricted payments permitted under Dex Media’s indentures.

	•	conduct its business in the ordinary course in all material respects;
	•	use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees; and
	•	take no action that would prohibit or materially impair or delay the ability of either Dex Media or Donnelley to obtain any necessary approvals of any regulatory agency or other governmental entity required for the completion of the transactions contemplated by the merger agreement.

	•	incur any indebtedness for borrowed money (other than indebtedness of its own or any of its wholly owned subsidiaries to itself or any of its wholly owned subsidiaries or between its wholly owned subsidiaries or, in the case of Donnelley only, except for indebtedness contemplated by the financing commitments) in excess of $25 million in the aggregate, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance;

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	•	adjust, split, combine or reclassify any of its capital stock;
	•	make, declare or pay any dividend, or make any other distribution on, or redeem or acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, except:

	•	dividends paid by any of its wholly owned subsidiaries to itself or to any of its wholly owned subsidiaries;
	•	the acceptance of shares of its common stock as payment for the exercise price of its stock options or for withholding taxes incurred in connection with the exercise of such stock options, in each case, in accordance with past practice and in accordance with applicable law and the terms of the applicable award agreements;
	•	in the case of Dex Media only, regular quarterly dividends with respect to shares of its common stock not to exceed $0.09 per share per quarter for the third and fourth quarters of the fiscal year ending on December 31, 2005, and any subsequent fiscal quarters of the fiscal year ending December 31, 2006, that are completed prior to the completion of the merger; and
	•	in the case of Donnelley only, dividends paid on, or conversion of, the Donnelley preferred stock outstanding on the date of the merger agreement in accordance with the certificate of designation for the Donnelley preferred stock;

	•	in the case of Dex Media only, grant any stock appreciation right, any stock options or any other right to acquire any shares of its capital stock or other stock-based awards, other than as required by employment agreements with Dex Media as in effect on the date of the merger agreement;
	•	issue any additional shares of capital stock, voting debt or any securities convertible into or exchangeable for, or any warrants or options to acquire, any such shares or voting debt, except:

	•	pursuant to the exercise of stock options or the satisfaction of any stock-based awards, in each case, outstanding as of the date of the merger agreement or issued thereafter in compliance with the merger agreement;
	•	in the case of Donnelley only, upon the conversion of convertible securities outstanding as of the date of the merger agreement; or
	•	for issuances by a wholly owned subsidiary of capital stock to such subsidiary’s parent or another wholly owned subsidiary;

	•	increase, decrease, change or exchange any common stock, in the case of Dex Media only, or the Donnelley preferred stock, in the case of Donnelley only, for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization other than as required by the merger agreement;
	•	other than as required to comply with applicable law or a benefit plan of the party as in effect on the date of the merger agreement or collective bargaining or similar labor union or other agreement the existence of which does not breach the merger agreement:

	•	other than in the ordinary course of business consistent with past practice, increase the wages, salaries, compensation, bonus, pension or other benefits payable to any current or former director, officer or employee;
	•	grant or increase any severance, change of control, termination or similar compensation or benefits payable to any current or former director, officer or employee;
	•	except in the ordinary course of business and consistent with past practice, pay any bonus;
	•	adopt, enter into, terminate or amend in any material respect any benefit plan of the party or any collective bargaining agreement or similar labor union agreement;
	•	except for the provision of indemnification pursuant to indemnification agreements in effect on the date of the merger agreement, enter into any arrangement required to be disclosed under Item 404 of

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		Regulation S-K under the Securities Act, other than in connection with the appointment or election of new directors or the hiring or promotion of new officers in the ordinary course of business; or
	•	accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any benefit plan of the party; provided, however, that in no event may any such acceleration of vesting, lapse of restrictions or funding be as a result of the execution and delivery of the merger agreement or the completion of the transactions contemplated by the merger agreement unless required to comply with applicable law;

	•	sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any person other than itself or any of its subsidiaries, or cancel, release or assign to any such person any material indebtedness or any material claims held by it or any of its subsidiaries, other than in the ordinary course of business consistent with past practice;
	•	enter into any new line of business that is material to the party;
	•	make any material acquisition or investment either by purchase of stock or securities, contributions to capital, property transfers, or by purchase of any property or assets of any other person, or make any capital expenditures, in each case other than investments in wholly owned subsidiaries or acquisitions of assets used in the ordinary course of business;
	•	amend its organizational documents, or amend or redeem the rights issued under its rights agreement, or otherwise take any action to exempt any person, or any action taken by any such person, from its rights agreement or from any takeover statute or similarly restrictive provisions of its organizational documents, or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;
	•	settle any material claim, action or proceeding, except in the ordinary course of business or to the extent covered by existing reserves;
	•	take any action that is intended or would be reasonably likely to result in any of the conditions to the merger not being satisfied, except as may be required by applicable law;
	•	implement or adopt any material change in its tax accounting or financial accounting policies, practices or methods, other than as may be required by applicable law, GAAP or regulatory guidelines;
	•	in the case of Dex Media only, amend in any material respect, waive any of its material rights under, or enter into any material contract or binding agreement;
	•	take, or agree to take, any action that would prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
	•	except in the ordinary course of business, sell, assign, abandon, license or otherwise dispose of any intellectual property that is material or used in the conduct of its business;
	•	in the case of Dex Media only, pay or agree to pay to its financial advisors any investment banking or fairness opinion fees in connection with the merger or related transactions contemplated by the merger agreement in excess of specified amounts; or
	•	agree or commit to take any of the actions described above.

	•	have the registration statement of which this joint proxy statement prospectus is a part declared effective under the Securities Act as promptly as practicable after filing and mail or deliver this joint proxy statement to its respective stockholders;
	•	obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by the merger agreement, and furnish all information concerning the party and the holders of its capital stock as may be reasonably requested in connection with these actions;

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	•	promptly prepare and file all documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to complete the transactions contemplated by the merger agreement and comply with the terms and conditions of these permits, consents, approvals and authorizations;
	•	consult with each other with respect to obtaining all permits, consents, approvals and authorizations of all third parties and governmental entities necessary or advisable to complete the transactions contemplated by the merger agreement, and each will keep the other apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement;
	•	cause the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
	•	furnish to the other all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary for any statement, filing, notice or application made by or on behalf of Donnelley, Dex Media or any of their respective subsidiaries to any governmental entity in connection with the transactions contemplated by the merger agreement; and
	•	promptly advise each other upon receiving any communication from any governmental entity and any material communication given or received in connection with any proceeding by a private party, in each case in connection with the transactions contemplated by the merger agreement.

	•	in the case of Dex Media only, the adoption of the merger agreement and the approval of the merger contemplated by the merger agreement at the meeting by the affirmative vote of the holders of a majority of the Dex Media shares issued an outstanding and entitled to vote thereon; and
	•	in the case of Donnelley only, the approval of the merger agreement, the sponsor stockholders agreements and the transactions contemplated by those agreements, including the issuance of shares of Donnelley common stock in the merger, by the affirmative vote of stockholders of Donnelley having the majority of the voting power present in person or represented by proxy at the Donnelley stockholders meeting or any adjournment or postponement thereof (assuming that the total vote cast on the proposal represents a majority in interest of all outstanding shares of Donnelley common stock entitled to vote).

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	•	take, or cause to be taken, all actions necessary, proper or advisable to promptly comply with all legal requirements that may be imposed on the party or its subsidiaries with respect to the merger and to complete the transactions contemplated by the merger agreement as soon as practicable after the date of the merger agreement; and
	•	obtain, and to cooperate with the other party to obtain, any consent, authorization, order or approval of, or any exemption by, any governmental entity and any other third party that is required to be obtained by Dex Media or Donnelley in connection with the merger, the financing contemplated by the financing commitments and the other transactions contemplated by the merger agreement, including all steps necessary to promptly identify any impediments to complying with all legal requirements or to obtaining required consents, authorizations, orders, approvals or exemptions.

	•	sell, hold separate or otherwise dispose of assets of the party or its subsidiaries or conduct its business in a specified manner;
	•	agree to sell, hold separate or otherwise dispose of assets of the party or its subsidiaries or conduct its business in a specified manner; or
	•	permit assets of the party or its subsidiaries to be sold, held separate or disposed of or permit its business to be conducted in a specified manner.

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	•	having or reasonably expected to result in a material adverse effect on Donnelley or Dex Media, as the case may be; or
	•	that it believes results or would be reasonably expected to result in a failure of its conditions to complete the merger regarding the truth and accuracy of its representations and warranties, the performance of its obligations under the merger agreement or receiving a tax opinion from its legal counsel;

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	•	the expiration, termination, modification or amendment for any reason of the financing commitments; and
	•	any proposal by any of the institutions party to the financing commitments to withdraw, terminate or make a material change in the amount or terms of such financing commitments that could reasonably be expected to adversely affect the ability of Donnelley to complete the financing contemplated by such financing commitments.

	•	maintain the effectiveness of the financing commitments in accordance with their terms;
	•	enter into definitive documentation with respect to the financing commitments on the terms contained in the financing commitments;
	•	satisfy all funding conditions to the financing commitments set forth in the definitive documentation with respect to the financing contemplated by such financing commitments;
	•	complete the financing contemplated by the financing commitments (including by Donnelley’s extension of the financing commitments on substantially equivalent or better terms or, if the financing commitments expire, obtaining alternative financing in an equal aggregate principal amount, and on terms substantially equivalent to or more favorable to Donnelley than the terms of, the financing commitments if, in each case, Dex Media has consented to such extension or replacement) prior to their expiration if the other conditions to Donnelley’s obligations to close, as described under “— Conditions to Completion of the Merger” beginning on page 126, have been satisfied or waived; and
	•	perform its obligations under the financing commitments.

	•	cause appropriate officers and employees to be available on a customary basis:

	•	to meet with prospective lenders in presentations, meetings, road shows, due diligence sessions and sessions with ratings agencies;
	•	to assist with the preparation of prospectuses, offering memoranda, private placement memoranda and other disclosure documents in connection with the financings contemplated by the Financing Commitment and the debt financing, including assistance with the preparation of projections to be used in connection with the financings, as applicable; and
	•	to execute and deliver any pledge and security documents, other definitive financing documents and other certificates or documents as may be required pursuant to the financing commitments; and

	•	take all necessary corporate action to complete the debt financing immediately prior to the completion of the merger; and
	•	use commercially reasonable efforts to cause its independent accountants to provide assistance to Donnelley, including providing consent, on a customary basis, to Donnelley to use their audit reports relating to Dex Media and its subsidiaries and, at the cost of Donnelley, to provide any necessary customary “comfort letters.”

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	•	receipt of the approval of the holders of capital stock of Donnelley and Dex Media required for the completion of the merger and the transactions contemplated by the merger agreement;
	•	the authorization for listing on the NYSE, subject to official notice of issuance, of the shares of Donnelley common stock to be issued to holders of Dex Media common stock;
	•	expiration or termination of the waiting period applicable to the merger under the HSR Act;
	•	the registration statement, of which this joint proxy statement/ prospectus is a part, having been declared effective by the SEC under the Securities Act, and not being the subject of any stop order or threatened or initiated proceedings seeking a stop order; and
	•	no injunction preventing the completion of the merger shall be in effect, and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental entity that prohibits or makes illegal the completion of the merger.

	•	the representations and warranties (other than those concerning capitalization, material adverse effect, restricted payments, relating only to Dex Media and its subsidiaries, and state takeover laws and rights agreements) of each party set forth in the merger agreement being true and correct on the date of the merger agreement and on the date on which the merger is to be completed as if made as of that date or, if these representations and warranties expressly relate to an earlier date, then as of that earlier date, except where the failure of these representations and warranties to be true and correct, without giving effect to any limitation as to “materiality” or “material adverse effect,” individually or in the aggregate, does not have, and would not be reasonably expected to have, a material adverse effect on the party making such representations and warranties, and the party making such representations and warranties having provided the other party a certificate signed by its Chief Executive Officer or Chief Financial Officer to the foregoing effects;
	•	the representations and warranties of each party regarding material adverse effect, restricted payments, relating only to Dex Media and its subsidiaries, and state takeover laws and rights agreements being true and correct on the date of the merger agreement and on the date on which the merger is to be completed as if made as of that date or, if these representations and warranties expressly relate to an earlier date, then as of that earlier date, and the party making the representations and warranties having provided the other party a certificate signed by its Chief Executive Officer or Chief Financial Officer to the foregoing effects;
	•	the representations and warranties of each party regarding capitalization being true and correct on the date of the merger agreement and on the date on which the merger is to be completed as if made as of that date or, if these representations and warranties expressly relate to an earlier date, then as of that earlier date, and the party making the representations and warranties having provided the other party a certificate signed by its Chief Executive Officer or Chief Financial Officer to the foregoing effects;
	•	each party to the merger agreement having performed in all material respects all obligations required to be performed by it under the merger agreement at or before the date on which the merger is to be completed, and the party performing such obligations having provided the other party a certificate signed by its Chief Executive Officer or Chief Financial Officer to the foregoing effects;
	•	each of Donnelley and Dex Media having received from its respective counsel an opinion, dated as of the date on which the merger is to be completed, to the effect that the merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code and each

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		of Dex Media, Donnelley and Merger Sub will be a “party to the reorganization” within the meaning of Section 368(a) of the Code;
	•	with respect to Donnelley’s obligation to complete the merger, the number of shares of Dex Media common stock as to which holders thereof have exercised appraisal rights shall not exceed 5% of the issued and outstanding Dex Media common stock immediately prior to the completion of the merger; and
	•	with respect to Dex Media’s obligation to effect the merger, the Donnelley board composition contemplated by the merger agreement, as described under “The Merger — Directors and Management of Donnelley Following the Merger” beginning on page 97 having been implemented effective as of the completion of the merger.

	•	the ability of the party to complete the transactions contemplated by the merger agreement in the manner contemplated by the merger agreement, or
	•	the business, results of operations or financial condition of the party and its subsidiaries, taken as a whole, other than effects to the extent resulting from:

	•	changes in or relating to the U.S. economy or U.S. financial, credit or securities markets in general, which changes do not affect the party to a materially disproportionate degree relative to other entities operating in these markets or industries or serving these markets, or
	•	changes in or relating to the industries in which the party operates or the markets for any of the party’s products or services in general, which changes do not affect the party to a materially disproportionate degree relative to other entities operating in these markets or industries or serving these markets.

	•	solicit, initiate or facilitate (including by way of furnishing information) or take any other action designed to facilitate, any “acquisition proposal,” as described below;
	•	participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or otherwise cooperate in any way with any person in connection with, an alternative transaction; or
	•	enter into any agreement regarding any alternative transaction.

	•	determined in good faith, after consultation with its outside legal counsel and financial advisors, that the proposal or offer constitutes or is reasonably likely to lead to a “superior proposal”, as described below, and, taking into account any revisions to the terms of the merger or the merger agreement proposed by the other party, that doing so is necessary for the applicable board of directors to comply with its fiduciary duties to its stockholders under applicable law;
	•	provided prior or contemporaneous notice to the other party of its intent to furnish information to or enter into discussions with the person;

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	•	obtained from the person an executed confidentiality agreement containing terms with respect to confidentiality that are determined by the applicable party to be substantially similar to and not less favorable to the applicable party in the aggregate than those contained in the confidentiality agreement entered into between Donnelley and Dex Media;
	•	complied with its obligations under the “No Solicitation” provision described above; and
	•	provided the other party with all information regarding the applicable party with which the other party has not previously been provided that is provided to any person making any such acquisition proposal.

	•	the term “acquisition proposal” means any inquiry or proposal regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transaction that, if completed, would constitute an “alternative transaction;”
	•	the term “alternative transaction” means any of:

	•	a transaction pursuant to which any third person or group of persons other than the other party to the merger agreement or its affiliates, acquires or would acquire more than 20% of the outstanding shares of common stock or of the outstanding voting power of Donnelley or Dex Media, as applicable, whether from the party, by tender offer, exchange offer or otherwise;
	•	a merger, share exchange, consolidation, business combination, recapitalization or any other transaction involving Donnelley or Dex Media, as applicable (other than the merger to which this joint proxy statement/ prospectus relates), pursuant to which any third person or group of persons, other than the other party to the merger agreement or its affiliates, that is a party to such transaction, or its stockholders, owns or would own more than 20% of the outstanding common stock or the outstanding voting power of the applicable party or, if applicable, the parent entity resulting from any such transaction immediately upon completion thereof; or

	•	a transaction pursuant to which any third person or group of persons, other than the other party to the merger agreement or its affiliates, acquires or would acquire control of assets representing more than 20% of the fair market value of all the assets of that party and its subsidiaries, taken as a whole, immediately prior to the transaction; and
	•	the term “superior proposal” means a bona fide written proposal or offer made by a third person or group of persons to complete:

	•	a merger, share exchange, consolidation, business combination or other similar transaction pursuant to which the stockholders of Donnelley or Dex Media, as the case may be, immediately preceding the transaction would hold less than 50% of the outstanding shares of common stock of, and less than 50% of the outstanding voting power of, Donnelley or Dex Media, as the case may be, or the parent entity resulting from any transaction immediately upon completion of the transaction,
	•	the acquisition by any third person or group of persons, directly or indirectly, of ownership of more than 50% of the outstanding shares of common stock of, and more than 50% of the outstanding voting power of, Donnelley or Dex Media, as the case may be, or
	•	the acquisition by any third person (or group of persons) of more than 50% of the fair market value of all the assets of Donnelley or Dex Media, as the case may be, and its subsidiaries, taken as a whole, immediately prior to the transaction, in each case that the Donnelley or Dex Media board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisors, to be more favorable from a financial point of view to its stockholders than the merger, taking into account all relevant factors.

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	•	withdraw, modify or qualify in a manner adverse to the other party its recommendation of, in the case of Dex Media, the merger agreement or the merger, or, in the case of Donnelley, the merger agreement, the sponsor stockholders agreements or the transactions contemplated by those agreements;
	•	recommend the approval or adoption of any acquisition proposal or fail to recommend against any acquisition proposal;
	•	resolve, agree or propose publicly to take any of the actions described above, each action being referred to as an “adverse recommendation change”; or
	•	approve, adopt or recommend, or cause or permit Donnelley or Dex Media, as the case may be, to enter into, any letter of intent, agreement or obligation with respect to, any alternative transaction.

	•	the Donnelley or Dex Media board, as the case may be, in the exercise of its fiduciary duties, determines in good faith, after consultation with outside legal counsel and its financial advisors, that to do otherwise would be inconsistent with its fiduciary duties under applicable law;
	•	before taking any action, the applicable party promptly gives the other party written notice advising it of the decision of the applicable board of directors to take the action, including the reasons therefor and, in the event that such decision relates to an acquisition proposal, the notice specifies the material terms and conditions of the acquisition proposal and identifies the person making the acquisition proposal and the applicable party has given the other party at least three business days after delivery of each notice to propose revisions to the terms of the merger agreement (or to make another proposal) in response to the acquisition proposal and has negotiated in good faith with the other party with respect to the proposed revisions or other proposal, if any;
	•	if the adverse recommendation change relates to an acquisition proposal received by the applicable party or made directly to its stockholders, the acquisition proposal constitutes a superior proposal; and
	•	the party subject to such acquisition proposal has complied with its obligations under the merger agreement described under “— No Solicitation” beginning on page 127;

	Termination Events; Termination Fee Required

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	•	by either the Donnelley or Dex Media board if the Donnelley stockholder approval shall not have been obtained at a Donnelley stockholders meeting or any adjournment or postponement thereof at which the vote was taken;

	•	Termination Fee Payable by Donnelley: Donnelley must pay Dex Media a $45 million termination fee within two business days after the termination if Donnelley or Dex Media terminates the merger agreement for the reason described above and the Donnelley board is not at the time of the Donnelley stockholders meeting entitled to terminate the merger agreement pursuant to a breach of the merger agreement by Dex Media which results in the failure of the closing conditions described above. In addition, Donnelley must pay Dex Media an additional $45 million if, within 12 months after the termination, Donnelley or any of its subsidiaries enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.

	•	by either the Donnelley or Dex Media board if the Dex Media stockholder approval shall not have been obtained at Dex Media stockholders meeting or any adjournment or postponement thereof at which the vote was taken;

	•	Termination Fee Payable by Dex Media: Dex Media must pay Donnelley a $45 million termination fee within two business days after the termination if Donnelley or Dex Media terminates the merger agreement for the reason described above and the Dex Media board is not at the time of the Dex Media stockholders meeting entitled to terminate the merger agreement pursuant to a breach of the merger agreement by Donnelley which results in the failure of the closing conditions described above. In addition, Dex Media must pay Donnelley an additional $105 million if, within 12 months after the termination, Dex Media enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.

	•	by either the Donnelley or Dex Media board if the merger shall not have been completed on or before June 30, 2006; provided, however, that the right to terminate the merger agreement shall not be available to any party whose failure to fulfill any obligation under the merger agreement in any material respect has been the primary cause of, or primarily resulted in, the failure of the closing to occur on or before June 30, 2006;

	•	Termination Fee Payable by Dex Media: Dex Media must pay Donnelley a $150 million termination fee (upon the earlier to occur of the completion of an alternative transaction or the execution of an agreement for an alternative transaction) if Donnelley or Dex Media terminates the merger agreement for the reason described above and a proposal for an alternative transaction with respect to Dex Media has been made to Dex Media or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn) and within 12 months after the termination, Dex Media or any of its subsidiaries enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.
	•	Termination Fee Payable by Donnelley: Donnelley must pay Dex Media a $90 million termination fee (upon the earlier to occur of the completion of an alternative transaction or the execution of on agreement for or alternative transaction) if Donnelley or Dex Media terminates the merger agreement for the reason described above and a proposal for an alternative transaction with respect to Donnelley has been made to Donnelley or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn) and within 12 months after the termination, Donnelley enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.

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	•	by the Donnelley board if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of Dex Media, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the failure of the conditions to the completion of the merger, described above, and which is not cured within 45 days following written notice to Dex Media or by its nature or timing cannot be cured within this time period;

	•	Termination Fee Payable by Dex Media: Dex Media must pay Donnelley a $150 million termination fee (upon the earlier to occur of the completion of an alternative transaction or the execution of an agreement for or alternative transaction) if Donnelley terminates the merger agreement for the reason described above and a proposal for an alternative transaction with respect to Dex Media has been made to Dex Media or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn) and within 12 months after the termination, Dex Media or any of its subsidiaries enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.

	•	by the Dex Media board if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of Donnelley, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the failure of the conditions to the completion of the merger, described above, and which is not cured within 45 days following written notice to Donnelley or by its nature or timing cannot be cured within this time period;

	•	Termination Fee Payable by Donnelley: Donnelley must pay Dex Media a $90 million termination fee (upon the earlier to occur of the completion of an alternative transaction or the execution of an agreement for or alternative transaction) if Dex Media terminates the merger agreement for the reason described above and a proposal for an alternative transaction with respect to Donnelley has been made to Donnelley or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn) and within 12 months after term termination, Donnelley enters into any definitive agreement providing for any alternative transaction or any alternative transaction is completed.

	•	by the Donnelley board in the event of an adverse recommendation change by the Dex Media board related to an acquisition proposal with respect to Dex Media;

	•	Termination Fee Payable by Dex Media: Dex Media must pay Donnelley a $150 million termination fee (within two business days after such termination) if the Donnelley board terminates the merger agreement for the reason described above and a proposal for an alternative transaction with respect to Dex Media has been made to Dex Media or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn).

	•	by the Dex Media board in the event of an adverse recommendation change by the Donnelley board related to an acquisition proposal with respect to Donnelley;

	•	Termination Fee Payable by Donnelley: Donnelley must pay to Dex Media a $90 million termination fee (within two business days after such termination) if the Dex Media board terminates the agreement for the reason described above and a proposal for an alternative transaction with respect to Donnelley has been made to Donnelley or its stockholders or a proposal or an intention to make a proposal has been publicly announced or has otherwise become publicly known after the date of the merger agreement and prior to the termination (whether or not conditional and whether or not withdrawn).

	•	by Donnelley, if prior to the Donnelley stockholder approval, Donnelley receives a superior proposal and the Donnelley board determines in good faith, after consultation with outside counsel, to enter into an

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		agreement to effect the superior proposal; provided, that Donnelley may not terminate the merger agreement unless Donnelley has complied with its obligations described above under “— No Solicitation” beginning on page 127 and three business days have elapsed following delivery to Dex Media of a written notice of the determination by the Donnelley board and during the three business day period Dex Media has not made a binding proposal to revise the terms of the merger or the merger agreement (or made another binding offer) that the Donnelley board has determined in its good faith judgment to result in the merger (or the other proposal or offer) being at least as favorable to Donnelley’s stockholders as the superior proposal;

	•	Termination Fee Payable by Donnelley: Donnelley must pay to Dex Media a $90 million termination fee (within two business days after such termination) if the Donnelley board terminates the merger agreement for the reason described above.

	•	by Dex Media, if prior to Dex Media stockholder approval, Dex Media receives a superior proposal and the Dex Media board determines in good faith, after consultation with outside counsel, to enter into an agreement to effect the superior proposal; provided, that Dex Media may not terminate the merger agreement unless Dex Media has complied with its obligations described above under “— No Solicitation” beginning on page 127 and three business days have elapsed following delivery to Donnelley of a written notice of the determination by the Dex Media board and during the three business day period Donnelley has not made a binding proposal to revise the terms of the merger or the merger agreement (or made another binding offer) that the Dex Media board has determined in its good faith judgment to result in the merger (or the other proposal or offer) being at least as favorable to Dex Media’s stockholders as the superior proposal.

	•	Termination Fee Payable by Dex Media: Dex Media must pay Donnelley a $150 million termination fee (within two business days after such termination) if the Dex Media board terminates the agreement for the reason described above.

	Termination Events; No Termination Fee Required

	•	by mutual consent of Donnelley and Dex Media in a written instrument, if the board of directors of each so determines; or
	•	by either the Donnelley or Dex Media board if any governmental entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the completion of the merger, except that no party may terminate the agreement if its breach of its obligations under the merger agreement proximately contributed to the occurrence of the order.

	Amendments

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	•	extend the time for the performance of any of the obligations or other acts of the other party;
	•	waive any inaccuracies in the representations and warranties contained in the merger agreement; and
	•	waive compliance with any of the agreements or conditions contained in the merger agreement;

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	Donnelley Board Representation and Voting

	•	the Donnelley board will have no more than 13 directors; and
	•	the nominees will consist of:

	•	one director designated by each of Carlyle and Welsh Carson;
	•	the Chief Executive Officer of Donnelley and the Chairman of Donnelley; and
	•	the remaining directors, all of whom must be unaffiliated with Carlyle and Welsh Carson and with a number equal to a majority of the entire Donnelley board being individuals who are independent under the Exchange Act and the relevant NYSE requirements.

	Limitations on Acquisitions and Transfers

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	•	make, solicit or initiate any offer for a business combination, dissolution or recapitalization of Donnelley voting stock or other Donnelley securities convertible into or exchangeable for Donnelley voting stock or any similar transaction if, as a result, Carlyle or Welsh Carson, as applicable, would beneficially own or have the right to acquire more than 15% of Donnelley’s then issued and outstanding voting stock;
	•	solicit, or become a participant in any solicitation (other than as approved by the Donnelley board) of, any proxy from any holder of Donnelley voting stock or other Donnelley securities convertible into or exchangeable for Donnelley voting stock in connection with any vote on any matter;
	•	subject to limited exceptions, form, or in any way participate in, a group with other persons with respect to any Donnelley voting stock or other Donnelley securities convertible into or exchangeable for Donnelley voting stock;
	•	grant any proxies with respect to any Donnelley voting stock or other Donnelley securities convertible into or exchangeable for Donnelley voting stock to any person (other than as recommended by the Donnelley board), deposit any Donnelley voting stock or securities convertible into or exchangeable for Donnelley voting stock in a voting trust or enter into any other arrangement or agreement with respect to the voting of Donnelley voting stock or securities convertible into or exchangeable for Donnelley voting stock;
	•	publicly request, propose or otherwise seek any amendment or waiver of the provisions of the acquisition limitations described above;
	•	publicly seek additional representation on the Donnelley board or publicly seek the removal of any member of the Donnelley board that is not a designee of Carlyle or Welsh Carson, as applicable, or publicly seek a change in the composition or size of the Donnelley board;
	•	seek in its capacity as a stockholder of Donnelley to have any matter presented to stockholders for a vote at any annual or special meeting (other than matters presented with the approval of the Donnelley board);
	•	publicly call or seek to have called any meeting of the holders of Donnelley voting stock or other Donnelley securities convertible into or exchangeable for Donnelley voting stock for the purpose of voting on any of the foregoing; or
	•	make any proposal, statement or inquiry, disclose any intention, plan or arrangement to the public inconsistent with the foregoing.

	Registration Rights

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	Termination

	Assignment

	Governing Law

	Voting of Dex Media Common Stock

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	•	any other acquisition proposal, whether or not a superior proposal, with respect to Dex Media;
	•	any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Dex Media or any of its subsidiaries that is in competition or inconsistent with the adoption of the merger agreement, or any proposal to effect the foregoing which is made in opposition to or in competition with the adoption of the merger agreement;
	•	any liquidation or winding up of Dex Media;
	•	any extraordinary dividend by Dex Media, other than the payment of any cash dividend that Dex Media is expressly permitted to make under the merger agreement;
	•	any change in the capital structure of Dex Media, other than any change resulting from the merger or expressly permitted under the merger agreement; and
	•	any other action that would reasonably be expected to impede, delay, postpone or interfere with the merger or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of Dex Media under the merger agreement that would reasonably be expected to materially adversely affect Dex Media.

	Designation of Donnelley as Proxy

	Restriction on Transfers

	No Solicitation

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	•	promptly notify Donnelley of the identity of the person making such acquisition proposal or request and set forth the material terms thereof; and
	•	keep Donnelley reasonably and promptly informed of the status and material terms of any such acquisition proposal or request and will provide Donnelley, as soon as practicable after receipt, copies of any correspondence and other written material received in connection therewith.

	Termination

	Expenses and Fees

	Governing Law

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	General

	•	the product of (i) $64.00 and (ii) the number of shares of Donnelley common stock into which the outstanding shares of Donnelley preferred stock was convertible as of (and including) September 30, 2005; plus
	•	an amount equal to the amount of cash dividends that would have accrued on the outstanding shares of Donnelley preferred stock had the parties not entered into the stock purchase and support agreement from and after October 1, 2005 through and including the earlier of (i) the date on which the transactions contemplated in the stock purchase and support agreement are completed and (ii) January 3, 2006.

	Closing

	•	a date specified by Donnelley, which shall be after January 3, 2006 and no earlier than five business days after notice to the GS Funds of such closing date;
	•	the completion of the merger;
	•	if the merger agreement is terminated, the earlier of a date specified by Donnelley, which shall be no earlier than five business days after notice to the GS Funds, and 30 days following the termination of the merger agreement; or
	•	July 15, 2006;

	Restriction on Transfer, Conversion

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	No Solicitation

	Consents and Waivers of the GS Funds

	•	consented to the transactions contemplated by the stock purchase and support agreement and the merger agreement;
	•	waived any right of first refusal in connection with the issuance of shares of Donnelley common stock in the merger; and
	•	agreed and acknowledged that:

	•	none of the antidilution, price protection or other adjustments to the conversion ratio of the Donnelley preferred stock into shares of Donnelley common stock set forth in the certificate of designations governing the Donnelley preferred stock, filed with the Secretary of State of the State of Delaware on January 3, 2003, referred to as the preferred stock certificate of designations, shall apply in connection with the merger and the other transactions contemplated by the merger agreement, including, without limitation, the issuance of shares of Donnelley common stock in the merger; and
	•	the completion of (i) the merger and the other transactions contemplated by the merger agreement shall not constitute a change in control under the preferred stock certificate of designations and (ii) the repurchase of the Donnelley preferred stock by Donnelley pursuant to the stock purchase and support agreement is in lieu of any rights that GS Funds may have to require Donnelley to redeem the outstanding shares of Donnelley preferred stock pursuant to the preferred stock certificate of designations or otherwise.

	No Further Rights

	•	the Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002 (as amended), referred to as the preferred warrant and purchase agreement, will terminate and be null and void and will have no further force or effect without any further action of Donnelley and the GS Funds;
	•	the GS Funds will have no further rights to designate any directors to the Donnelley board or veto any corporate action of Donnelley as provided in the preferred stock and warrant purchase agreement;

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	•	the Registration Rights Agreement, dated November 25, 2002, among Donnelley and the GS Funds will terminate and be null and void and of no further force and effect without further action by Donnelley and the GS Funds, and the GS Funds will have no registration rights with respect to the securities of Donnelley, including, without limitation, the warrants issued pursuant to the preferred stock and warrant purchase agreement or any shares of Donnelley common stock that may be issued or issuable upon exercise of the warrants (or issued or distributed in respect of such shares of Donnelley common stock by way of stock dividend or stock split or other distribution); and
	•	Donnelley may take all actions as it deems necessary, desirable and appropriate following the stock repurchase closing to cancel or otherwise terminate the certificate of designations.

	Voting of Securities by the GS Funds

	•	the completion of the merger;
	•	termination of the merger agreement in accordance with its terms; and
	•	termination of the stock purchase and support agreement;

	•	the merger, the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Donnelley common stock in the merger;

	•	any other acquisition proposal, whether or not a superior proposal, with respect to Donnelley;
	•	any proposal for any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Donnelley or any of its subsidiaries that is in competition or inconsistent with the adoption of the merger agreement, or any proposal which is made in opposition to or in competition with the adoption of the merger agreement;
	•	any liquidation or winding up of Donnelley;
	•	any extraordinary dividend by Donnelley, other than the payment of any cash dividend that Donnelley is expressly permitted to make under the merger agreement; and
	•	any change in the capital structure of Donnelley, other than any change in capital structure resulting from the merger or expressly permitted under the merger agreement.

	Termination

	•	by mutual written consent of the GS Funds and Donnelley;
	•	by the GS Funds, if the Donnelley preferred stock repurchase closing has not occurred prior to July 15, 2006, unless the failure of such occurrence shall be due to the failure by the GS Funds seeking to terminate the stock purchase and support agreement to perform or observe any agreement set forth in the

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		stock purchase and support agreement required to be performed or observed by them on or before the Donnelley preferred stock repurchase closing;
	•	by either Donnelley or the GS Funds if the other party breaches any of its representations, warranties or covenants contained in the stock purchase and support agreement in any material respect and such breach is not cured within ten days after receipt by the breaching party of written notice of the breach from the non-breaching party; or
	•	by either Donnelley or the GS Funds if a governmental entity issues a nonappealable final order, decree or ruling or takes any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the stock purchase and support agreement.

	The Commitments

	•	$503 million from incremental secured term loan facilities to be made available under the credit agreement, dated September 9, 2003, to which Dex Media and certain of its subsidiaries are parties;
	•	$1,842 million from the issuance of debt securities of Donnelley or under a bridge facility; and
	•	$250 million from the issuance of debt securities of Dex Media or under a bridge facility.

	Refinancings

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	Amendments and Consents

	Terms and Conditions

	Governing Law

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	The SBC Directory Acquisition

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	Revenue and Expense Recognition — SBC Directory Acquisition

	Effects of Purchase Accounting — SBC Directory Acquisition

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							Tender
							Offer and
							GS				Pro Forma
			Donnelley				Repurchase				Excluding				Dex Media				Merger				Total
			Historical				Adjustments				Merger				Historical				Adjustments				Pro Forma
			(In thousands)
ASSETS:
Cash and cash equivalents			$	5,461			$	(5,000	)(1a)		$	461			$	217								678
Net accounts receivable				412,232								412,232				118,518				681,296	(3b)			1,212,046
Deferred directory costs				78,940								78,940				301,710				(267,504	)(3e)			—
				—								—				—				55,860	(3d)			169,006
Other current assets				37,174								37,174				15,875				—				53,049
Current deferred income taxes				—								—				21,276				(21,276	)(3e)			—
				—								—				—				34,958	(3f)			34,958
	Total current assets			533,807				(5,000	)			528,807				457,596				483,334				1,469,737
Fixed assets and computer software, net				48,478								48,478				104,208				—				152,686
Other non-current assets				106,130				16,326	(2b)			114,956				120,684				54,174	(2b)			—
								(7,500	)(1c)			—								(117,684	)(3e)			172,130
Non-current deferred income taxes				—								—				44,205				(44,205	)(3e)			—
												—								106,605	(3f)			106,605
Intangible assets, net				2,851,062								2,851,062				2,774,383				(2,774,383	)(3c)			—
				—								—				—				8,400,000	(3c)			11,251,062
Goodwill				319,014								319,014				3,081,446				(3,081,446	)(3g)			—
												—								840,682	(3g)			1,159,696
	Total Assets		$	3,858,491			$	3,826			$	3,862,317			$	6,582,522			$	3,867,077			$	14,311,916
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable and accrued liabilities			$	53,747				16,326	(2b)		$	70,073			$	50,756			$	—			$	120,829
Accrued Interest				39,031								39,031				74,677				—				113,708
Deferred directory revenue				422,524								422,524				213,557				(213,557	)(3e)			422,524
Other current liabilities				—								—				49,189				—				49,189
Current portion of long-term debt				118,457								118,457				244,327				—				362,784
	Total current liabilities			633,759				16,326				650,085				632,506				(213,557	)			1,069,034
Long-term debt				2,988,383				(325,000	)(1c)			—				5,163,961				1,963,000	(2a)			—
								350,000	(1c)			—				—				219,808	(4)			—
								332,000	(1a)			3,345,383												10,692,152
Deferred income taxes, net				152,114								152,114				—				380,285	(3f)			532,399
Other non-current liabilities				44,099								44,099				92,548				—				136,647
	Total liabilities			3,818,355				373,326				4,191,681				5,889,015				2,349,536				12,430,232
Redeemable convertible preferred stock				115,250				(115,250	)(1b)			—				—								—

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							Tender
							Offer and
							GS				Pro Forma
			Donnelley				Repurchase				Excluding				Dex Media				Merger				Total
			Historical				Adjustments				Merger				Historical				Adjustments				Pro Forma
			(In thousands)
SHAREHOLDERS’ (DEFICIT) EQUITY
Common stock				51,622								51,622				1,505				(1,505	)(5)			—
												—								36,397	(3a)			88,019
Additional paid-in capital				9,399				(9,399	)(1b)			—				795,369				(795,369	)(5)			—
												—								2,174,651	(5)			2,174,651
Warrants outstanding				13,758								13,758				—				—				13,758
(Accumulated deficit) retained earnings				(2,762	)			(212,351	)(1b)							(104,401	)			104,401	(5)
								(32,500	)(1c)			(247,613	)											(247,613	)
Treasury stock				(163,532	)							(163,532	)			—				—				(163,532	)
Accumulated other comprehensive income (loss)				16,401								16,401				1,034				(1,034	)(5)			16,401
	Total shareholders’ (deficit) equity			(75,114	)			(254,250	)			(329,364	)			693,507				1,517,541				1,881,684
Total Liabilities, Redeemable, Convertible Preferred Stock and Shareholders’ (Deficit) Equity			$	3,858,491			$	3,826			$	3,862,317			$	6,582,522			$	3,867,077			$	14,311,916

(1a)	Tender Offer and Donnelley Preferred Stock Repurchase Adjustments: Represents new net discounted borrowings of $332,000 with an assumed interest rate of 8.75% to fund the repurchase of Donnelley preferred stock held by the GS Funds. The cost of the repurchase of Donnelley preferred stock is estimated to be $337,000 (assuming a January 31, 2006 closing) including accrued dividends, and the remaining $5,000 will be paid with existing cash on hand.
(1b)	The estimated loss on repurchase of $185,170, together with $36,580 of the previously recognized beneficial conversion feature related to these shares has been reflected in the accompanying pro forma balance sheet as of September 30, 2005 as a $9,399 charge to additional paid-in capital, reducing it to zero, and a charge of $212,351 to accumulated deficit. The stock purchase and support agreement is not conditioned on the completion of the merger, although the merger is conditioned on the repurchase of the Donnelley preferred stock.
(1c)	Donnelley entered into a new $350,000 secured Term Loan D facility with an assumed interest rate of LIBOR plus 150 basis points, which was used to pay for the RHDI senior notes tendered in the tender offer and consent solicitation (assumed value $325,000) and to fund an estimated call premium and accrued interest of $25,000 related to such offer. The tender offer and consent solicitation will be accounted for as an extinguishment of debt resulting in an estimated loss of $32,500 (comprised of the $25,000 call premium and accrued interest and $7,500 of unamortized deferred costs related to the RHDI senior notes), which is not reflected in the respective pro forma financial statements, as it is non-recurring in nature.
(2a)	Merger Adjustments: Represents total new borrowings of $1,963,000 that would be used to fund a portion of the cash consideration to be paid in connection with the merger. Includes $1,210,000 of debt securities with an assumed interest rate of 9.0% and net discounted borrowings of $600,000 with an assumed interest rate of 8.75%. New borrowings also consist of a $453,000 secured Term Loan B facility at an assumed interest rate of LIBOR plus 150 basis points. $300,000 of such term loan will replace the 5.875% senior notes and $153,000 represents new debt.
(2b)	Total financing costs associated with financings included in 1a, 1c, and 2a will approximate $16,326 and $54,174 for the tender offer and consent solicitation and the repurchase of Donnelley preferred stock, and the merger, respectively, and such costs will be deferred and amortized to interest expense over the maturities of the related term loans.

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(3)

The merger will be accounted for as a business combination using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. Accordingly, the purchase price will be allocated to the tangible and identified intangible assets acquired and the liabilities assumed on the date of the merger. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is as follows:

Calculation of Allocable Purchase Price
Cash(a)		$	1,853,458
RHD shares issued to Dex shareholders(a)			2,250,070
Allocable transaction costs			16,346
Dex outstanding debt at fair value			5,628,096
Total allocable purchase price		$	9,747,970
Estimated allocation of purchase price:
Dex Media net assets acquired			245,966
Unbilled Dex Media customers receivable, net as of September 30, 2005(b)			681,296
Non-compete/publishing agreements(c)			6,500,000
Customer relationships(c)			1,400,000
Trademarks and other(c)			500,000
Estimated profit on acquired sales contracts(d)			55,860
Fair value adjustments:
Reverse pre-merger deferred revenue(e)			213,557
Reverse pre-merger deferred directory costs(e)			(267,504	)
Eliminate deferred financing costs(e)			(117,684	)
Eliminate Dex income taxes(e)			(65,481	)
Deferred taxes relating to purchase accounting(f)			(238,722	)
Fair value of net assets acquired			8,907,288
Goodwill(g)			840,682
Total allocable purchase price		$	9,747,970

	(a)	The merger agreement provides that each issued and outstanding share of Dex Media common stock will be converted into the right to receive $12.30 in cash and the right to receive 0.24154 of a share of Donnelley common stock. As of December 19, 2005, 150,687,620 shares of Dex Media common stock were issued and outstanding, which will result in the issuance of 36,397,088 shares of Donnelley common stock valued at $61.82 per share. In accordance with EITF 99-12, the common stock price was determined using the average closing Donnelley stock price for the two business days before and after the announcement of the merger on October 3, 2005.

	(b)	Represents estimated net unbilled Dex Media customer receivables for directories that published before the merger date.

	(c)	Represents contractual agreements Dex Media has entered into with Qwest. Such agreements include: (i) a non-competition and non-solicitation agreement, whereby Qwest has agreed not to sell directory products consisting principally of listings and classified advertisements for subscribers in the geographic areas in the Dex Media states in which Qwest provides local telephone service, and for non-solicitation of employment with each company; (ii) a publishing agreement, which grants Dex Media the right to be the exclusive official directory publisher of listings and classified advertisements of Qwest’s telephone customers in the geographic areas in the Dex Media states in which Qwest provides local telephone service; (iii) local and national customer relationships; and (iv) a trademark license agreement whereby Qwest has licensed to Dex Media the right to use the Qwest Dex and Qwest Dex

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		Advantage marks in connection with directory products and related marketing materials in the Dex Media states and the right to use these marks in connection with DexOnline.com, Dex Media’s directory website.

	(d)	Represents “cost uplift” adjustment to increase those costs incurred for directories that were scheduled to publish after the merger date to their fair value.

	(e)	These adjustments reverse Dex Media’s pre-merger deferred revenue liability and deferred directory costs for directories published prior to the closing date and elimination of deferred financing costs and deferred income taxes, all of which are required to be eliminated under purchase accounting.

	(f)	Represents recognition of deferred income taxes relating to the merger.

	(g)	Represents an adjustment to reverse Dex Media’s pre-merger goodwill, which is required to be eliminated under purchase accounting. Represents the excess purchase price over the estimated fair value of net identifiable assets acquired.

(4)	As a result of purchase accounting, Donnelley adjusted Dex Media’s debt to fair value as of September 30, 2005.
(5)	To eliminate (i) Dex Media’s historical equity and accumulated deficit and (ii) the net adjustment to shareholders’ equity for adjustments 2 and (3)(a).

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							APIL				DonTech
			Donnelley				Historical				Historical								Tender								Dex Media
			Historical				Eight Months				Eight Months				Eliminating				Offer and								Historical
			Year Ended				Ended				Ended				And				GS				Pro Forma				Year Ended
			December 31,				August 31,				August 31,				Acquisition				Repurchase				Excluding				December 31,				Merger				Total
			2004				2004				2004				Adjustments				Adjustments				Merger				2004				Adjustments				Pro Forma
			(In thousands, except per share data)
Net revenues			$	603,116			$	314,433			$	68,777			$	(81,754	)(1)							904,572			$	1,602,121			$	—			$	2,506,693
																																				—
Operating expenses				263,150				160,961				38,259				(65,233	)(1)							—				529,222				—				—
																12,777	(2)							—												—
																(63,557	)(2)							346,357												875,579
General and administrative expenses				59,537				17,501				4,495												81,533				207,849				6,055	(8)			295,437
Depreciation and amortization				66,648				—				595				15,846	(4)							83,089				443,222				(412,441	)(4)
																								—								312,000	(4)			425,870
	Total expenses			389,335				178,462				43,349				(100,167	)			—				510,979				1,180,293				(94,386	)			1,596,886
Partnership and joint venture income				77,967				—				—				(77,967	)(3)							—				—				—				—
	Operating income			291,748				135,971				25,428				(59,554	)			—				393,593				421,828				94,386				909,807
Interest expense, net				(175,530	)			—				—				(60,809	)(5)			(30,612	)(5)			(266,951	)			(504,011	)			(192,331	)(5)			(963,293	)
Other income (loss)				—				—				126				—								126				(65	)			—				61
Income (loss) before income taxes				116,218				135,971				25,554				(120,363	)			(30,612	)			126,768				(82,248	)			(97,945	)			(53,425	)
Provision (benefit) for income taxes				45,906				59,319				—				(48,145	)(6)			(12,245	)(6)			44,835				(31,472	)			(39,178	)(6)			(25,815	)
Net income (loss)			$	70,312			$	76,652			$	25,554			$	(72,218	)			(18,367	)		$	81,933			$	(50,776	)		$	(58,767	)		$	(27,610	)
Earnings per share (EPS)
Basic			$	1.19																			$	2.02											$	(0.41	)(7)
Diluted				1.15																				1.93												(0.41	)(7)
Shares used in computing EPS
Basic				31,268																				31,268								36,397				67,665
Diluted				32,616																				32,616								36,397				67,665

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							Tender Offer
							and PS				Pro Forma
			Donnelley				Repurchase				Excluding				Dex Media				Merger				Total
			Historical				Adjustments				Merger				Historical				Adjustments				Pro Forma
			(In thousands, except per share data)
Net revenues			$	695,521			$	—			$	695,521			$	1,244,430			$	—			$	1,939,951
Operating expenses				323,247				—				323,247				412,048				—				735,295
General and administrative expenses				44,570				—				44,570				137,741				4,541(8	)			186,852
Depreciation and amortization				63,747				—				63,747				282,421				(259,276	)(4)			—
				—				—				—				—				234,000	(4)			320,892
	Total expenses			431,564				—				431,564				832,210				(20,735	)			1,243,039
	Operating income			263,957				—				263,957				412,220				20,735				696,912
Interest expense, net				(173,930	)			(22,959	)(5)			(196,889	)			(332,106	)			(144,249	)(5)			(673,244	)
Other income				—				—				—				1,357				—				1,357
Income (loss) before income taxes				90,027				(22,959	)			67,068				81,471				(123,514	)			25,025
Provision (benefit) for income taxes				35,112				(9,184	)(6)			25,928				31,956				(49,406	)(6)			8,478
Net income (loss)			$	54,915			$	(13,775	)		$	41,140			$	49,515			$	(74,108	)		$	16,547
Earnings per share (EPS)
Basic			$	(2.78	)						$	(2.92	)										$	(1.72	)(7)
Diluted				(2.78	)							(2.92	)											(1.72	)(7)
Shares used in computing EPS
Basic				31,685								31,685								36,397				68,082
Diluted				31,685								31,685								36,397				68,082

(1)	Represents the elimination of (a) DonTech’s revenue, and the corresponding expense recognized by APIL, which is comprised entirely of sales commissions earned by DonTech as a sales agent for SBC selling local yellow pages advertising, and (b) pre-press publishing fees Donnelley earned, and the corresponding expense recognized by APIL, with respect to services Donnelley provided on behalf of SBC. These amounts would have been intercompany transactions and eliminated in consolidation had the SBC Directory Acquisition been consummated on January 1, 2004.
(2)	Represents the elimination of APIL’s 50% share of the net profits of DonTech that APIL historically recorded as an offset to the sales commission expense it paid to DonTech, as noted in adjustment (1) above, and the revenue participation expense paid by APIL to Donnelley, which would no longer be recognized had the SBC Directory Acquisition been consummated on January 1, 2004.
(3)	Represents the elimination of equity accounting used to account for RHD’s 50% share of the net profits of DonTech and the revenue participation income from APIL, which would no longer be recognized had the SBC Directory Acquisition been consummated on January 1, 2004.
(4)	Represents the elimination of Dex Media’s historical intangible asset amortization of $412,441 and $259,276 for the year ended December 31, 2004 and the nine month period ended September 30, 2005, respectively. Represents the estimated fair value of Dex Media’s acquired intangible assets and remaining useful life.

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	Amortization expense for the year ended December 31, 2004 and the nine months ended September 30, 2005 are estimated to be $312,000 and $234,000, respectively:

															For the
											For the				Nine Months
			Fair Value								Year Ended				Ended
			Estimate				Life (Years)				December 31, 2004				September 30, 2005
			(In thousands)
Non-Compete/ Publishing Agreements			$	6,500,000				37-38			$	173,000			$	129,750
Customer Relationships				1,400,000				15-25				85,000				63,750
Trademarks and Other				500,000				15				54,000				40,500
	Totals		$	8,400,000							$	312,000			$	234,000

	Additional amortization expense relating to the SBC acquisition totaled $15,800 in fiscal year 2004.

(5)	Represents pro forma incremental interest expense on issuance of new debt, amortization of deferred costs associated with the financing and amortization of discounts on debt securities related to (1) the cash tender offer and consent solicitation and the repurchase of Donnelley preferred stock from the GS Funds and (2) the merger as if each transaction had been completed on January 1, 2004.

		Year Ended												Nine Months Ended
		December 31, 2004												September 30, 2005
		Cash Tender												Cash Tender
		Offer and GS								Total				Offer and GS								Total
		Repurchase				Merger				Pro Forma				Repurchase				Merger				Pro Forma
		(In thousands)
Interest expense on incremental borrowings		$	22,291			$	172,359			$	194,650			$	16,718			$	129,270			$	145,988
Amortization of associated deferred financing costs			3,265				10,835				14,100				2,449				8,126				10,575
Amortization of discounts on debt securities			5,056				9,137				14,193				3,792				6,853				10,645
Total incremental interest expense		$	30,612			$	192,331			$	222,943			$	22,959			$	144,249			$	167,208

A sensitivity analysis demonstrating the impact of a 12.5 basis point increase or decrease in assumed interest rates would yield a difference to pro forma incremental interest expense of approximately $900 and $600 for the year-ended December 31, 2004 and nine months ended September 30, 2005, respectively, related to the tender offer and consent solicitation and GS repurchase, and $2,800 and $2,100 for the year ended December 31, 2004 and nine months ended September 30, 2005, respectively, related to the Dex Media merger.

		Year Ended
		December 31, 2004
		(In thousands)
Interest expense on incremental borrowings		$	58,931
Amortization of associated deferred financing costs			1,878
Total incremental interest expense		$	60,809

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	Deferred financing costs related to these borrowings are amortized over the term of the associated arrangement.

(6)	Represents the income tax effect of the preceding pro forma adjustments using a statutory rate of 40%.
(7)	Holders of Donnelley Preferred Stock are entitled to participate in dividends and earnings of Donnelley. Due to this participation feature, earnings per share (“EPS”) are computed under the two-class method. The two-class method is an earnings allocation formula that calculates basic EPS for common stockholders and Donnelley preferred stockholders based on their respective rights to receive dividends.

										Tender Offer and GS
										Repurchase								Merger
		Historical Donnelley								Pro Forma								Pro Forma
						Nine Months								Nine Months								Nine Months
		Year Ended				Ended				Year Ended				Ended				Year Ended				Ended
		December 31,				September 30,				December 31,				September 30,				December 31,				September 30,
		2004				2005				2004				2005				2004				2005
Basic EPS-Two — Class Method
Net income (loss)		$	70,312			$	54,915			$	81,933			$	41,140			$	(27,610	)		$	16,547
Less: Preferred dividend			(21,791	)			(9,215	)			—				—				—				—
Less: Historical loss on repurchase of redeemable convertible preferred stock(a)			—				(133,681	)			—				(133,681	)			—				(133,681	)
Income (loss) available to common shareholders			48,521				(87,981	)			81,933				(92,541	)			(27,610	)			(117,134	)
Amount allocable to common shareholders(b)			77	%			100	%			77	%			100	%			100	%			100	%
Income (loss) allocable to common shareholders			37,361				(87,981	)			63,088				(92,541	)			(27,610	)			(117,134	)
Weighted average common shares outstanding			31,268				31,685				31,268				31,685				67,665				68,082
Basic income (loss) per share		$	1.19			$	(2.78	)		$	2.02			$	(2.92	)		$	(0.41	)		$	(1.72	)

										Tender Offer and GS
										Repurchase								Merger
		Historical Donnelley								Pro Forma								Pro Forma
						Nine Months								Nine Months								Nine Months
		Year Ended				Ended				Year Ended				Ended				Year Ended				Ended
		December 31,				September 30,				December 31,				September 30,				December 31,				September 30,
		2004				2005				2004				2005				2004				2005
Diluted EPS-Two — Class Method
Net income (loss)		$	70,312			$	54,915			$	81,933			$	41,140			$	(27,610	)		$	16,547
Less: Preferred dividend			(21,791	)			(9,215	)			—				—				—				—
Less: Historical loss on repurchase of redeemable convertible preferred stock(a)			—				(133,681	)			—				(133,681	)			—				(133,681	)
Income (loss) available to common shareholders			48,521				(87,981	)			81,933				(92,541	)			(27,610	)			(117,134	)
Amount allocable to common shareholders(b)			77	%			100	%			77	%			100	%			100	%			100	%
Income (loss) allocable to common shareholders			37,361				(87,981	)			63,088				(92,541	)			(27,610	)			(117,134	)
Weighted average common shares outstanding			32,616				31,685				32,616				31,685				67,665				68,082
Diluted income (loss) per share		$	1.15			$	(2.78	)		$	1.93			$	(2.92	)		$	(0.41	)		$	(1.72	)

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	In computing historical EPS using the two-class method, Donnelley has not allocated the loss available to Donnelley common stockholders for the nine months ended September 30, 2005 between Donnelley common stockholders and Donnelley preferred stockholders since the Donnelley preferred stockholders do not have a contractual obligation to share in any loss. In computing pro forma EPS the weighted average common shares outstanding were adjusted as if the merger had been completed on January 1, 2004. Pro forma weighted average common shares outstanding were adjusted to reflect the shares issued in conjunction with the merger totaling 36.4 million shares.
	(a) Reflects historical loss on repurchase of Preferred Stock on January 14, 2005. In connection with the merger, Donnelley will repurchase the remaining Preferred Stock for an aggregate price of approximately $337,000 (assuming a January 31, 2006 closing) including accrued dividends, resulting in a reduction from earnings available to common shareholders of approximately $185.2 million. The tender offer and consent solicitation will be accounted for as an extinguishment of debt resulting in an estimated loss of $32,500 (comprised of the $25,000 call premium and accrued interest and $7,500 of unamortized deferred costs related to the RHDI senior notes). These reductions are not reflected in the EPS calculations above, as it is non-recurring in nature.
	(b) In computing historical and tender offer and consent solicitation and preferred stock repurchase pro forma EPS, using the two-class method for the year ended December 31, 2004, amounts allocable to common stockholders of 77% is determined using the basic weighted average shares of Donnelley common stock outstanding of 31,268 and shares of Donnelley preferred stock, assumed converted to 9,483 shares of Donnelley common stock, or 31,268/(31,268 + 9,483).

(8)	Represents the estimated compensation cost related to Dex Media on vested stock options which was determined based on the estimated number of options that will vest subsequent to the merger over the estimated remaining option vesting period of three years.

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	•	the designation of the series;
	•	the number of shares within the series, which the Donnelley board may increase or decrease;
	•	whether the shares have voting powers;
	•	whether the shares are redeemable, the redemption price and the terms of redemption;
	•	whether the shares are entitled to receive dividends, and if so, the dividend rate of the series, the dates of payment of dividends and the dates from which dividends are cumulative, if applicable;
	•	any rights if Donnelley dissolves or liquidates;
	•	whether the shares are convertible into, or exchangeable for, any of Donnelley’s other stock, the price or rate of conversion or exchange and the applicable terms and conditions;
	•	the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;
	•	any restrictions on the creation of indebtedness by Donnelley, issuance of shares in the same series or any other series on the payment of dividends or making of other distributions and the repurchase, redemption or other acquisition of outstanding stock; and
	•	any other relative, participating, optional or other special rights, preferences and limitations.

	Convertible Cumulative Preferred Stock

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	Dividends

	Liquidation

	Conversion

	Voting

	Series B Cumulative Preferred Stock

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	Annual and Special Meetings

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	Quorum

	•	as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and
	•	as to the stockholder giving the notice,

	•	the name and address, as they appear on Donnelley’s books, of such stockholder, and
	•	the class and number of shares of Donnelley which are beneficially owned by such stockholder.

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	•	as to each person whom the stockholder proposes to nominate for election as a director,

	•	all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act; and
	•	such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

	•	as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of Dex Media, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
	•	as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made,

	•	the name and address of such stockholder, as they appear on Dex Media’s books, and of such beneficial owner;
	•	the class and number of shares of capital stock of Dex Media which are owned beneficially and of record by such stockholder and such beneficial owner;
	•	a representation that the stockholder is a holder of record of stock of Dex Media entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination; and
	•	a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Dex Media’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination.

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	Number

	Quorum

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	Classification of Directors

	Removal of Directors

	Vacancies of the Board

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	Rights Plans

	•	the close of business on the tenth day after the stock acquisition date, which is the date of the first public announcement that any person, other than Donnelley or any of Donnelley’s subsidiaries, including any employee benefit plan of ours or any of Donnelley’s subsidiaries, has become an acquiring person by acquiring, together with certain affiliated persons, beneficial ownership of 20% or more of the outstanding shares of common stock; or
	•	the close of business on the tenth business day, or such later date as may be designated by the Donnelley board, after the date of commencement of a tender or exchange offer by any person which would, if completed, result in that person becoming an acquiring person.

	•	Donnelley is involved in a merger, consolidation or other business combination in which Donnelley is not the surviving corporation or Donnelley common stock is exchanged for other securities or assets; or
	•	Donnelley and/or one or more of its subsidiaries sells or otherwise transfers, in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of Donnelley and its subsidiaries, taken as a whole, to any other person or persons,

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	•	adversely affect the interests of the holders of rights as such, other than holders of rights beneficially owned by the acquiring person and certain affiliated persons,
	•	cause the rights agreement to become amendable other than in accordance with this sentence, or
	•	cause the rights again to become redeemable.

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	•	for a period from the date of completion of the merger to the earlier of (A) 24 months or (B) the time that either Welsh Carson or Carlyle cease to have representation rights on the Donnelley board pursuant to the sponsor stockholders agreements, the provision establishing the number of members of the Donnelley board; and,
	•	at anytime, provisions establishing committees of the Donnelley board and the appointment and qualifications of members of the committees, the appointment and qualifications of the chairman of the board and the authority and responsibility of the chief executive officer.

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Commission File Number 001-07155		Period
Registration Statement on Form 8-A		Filed on November 5, 1998
Amendment to Registration Statement on Form 8-A12B/ A		Filed on September 26, 2002; Filed on October 6, 2005
Current Reports on Form 8-K		Filed on November 17, 2004 on Form 8-K/A; Filed on January 6, 2005; Filed on January 11, 2005; Filed on January 11, 2005; Filed on January 19, 2005; Filed on March 2, 2005; Filed on March 30, 2005; Filed on May 6, 2005; Filed on May 12, 2005; Filed on August 3, 2005; Filed on October 6, 2005; Filed on November 15, 2005; Filed on December 19, 2005; Filed on December 20, 2005; Filed on December 22, 2005
Annual Report on Form 10-K (as amended)		Year ended December 31, 2004
Quarterly Reports on Form 10-Q		Quarters ended March 31, 2005, June 30, 2005 and September 30, 2005
Proxy Statement on Schedule 14A		Filed on March 21, 2005

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Commission File No. 001-32249		Period
Current Reports on Form 8-K		Filed on February 18, 2005; Filed on February 23, 2005; Filed on March 4, 2005; Filed on March 31, 2005; Filed on May 23, 2005; Filed on August 16, 2005; Filed on September 23, 2005; Filed on October 4, 2005; Filed on October 4, 2005; Filed on October 4, 2005; Filed on October 6, 2005; Filed on October 7, 2005; Filed on October 12, 2005; Filed on October 14, 2005; Filed on Form 8-K/A on October 18, 2005; Filed on November 7, 2005; Filed on November 18, 2005; Filed on December 6, 2005; Filed on Form 8-K/A on December 12, 2005; Filed on Form 8-K on December 20, 2005; Filed on Form 8-K/A on December 21, 2005; and Filed on December 22, 2005
Annual Report on Form 10-K		Year Ended December 31, 2004
Quarterly Reports on Form 10-Q		Quarters ended March 31, 2005, June 30, 2005 and September 30, 2005
Proxy Statement on Schedule 14A		Filed on April 20, 2005

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A-1

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(a) Cancellation of Certain Company Common Stock. Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding and owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or of the Company (all issued and outstanding shares of the Company Common Stock being hereinafter collectively referred to as the “Company Shares”) and each share of Company Common Stock held in the treasury of the Company

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	immediately prior to the Effective Time will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto.
	(b) Shares of Merger Sub Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
	(c) Conversion of Company Common Stock. Each Company Share (other than any Company Shares canceled pursuant to Section 2.1(a)) will be canceled and converted automatically, subject to adjustment in accordance with this Section 2.1 and Section 2.2, into the right to receive (i) $12.30 in cash (the “Cash Consideration”) and (ii) 0.24154 of a share of common stock (the “Exchange Ratio”), par value $1.00 per share (“Parent Shares”), of Parent (the “Stock Consideration,” together with the Cash Consideration, the “Merger Consideration”), in each case payable upon surrender, in the manner provided in Section 2.2, of the certificate that formerly evidenced such Company Share.
	(d) Anti-Dilution Provisions. In the event either Parent or the Company (i) changes (or establishes a record date for changing) the number of shares of its capital stock issued and outstanding prior to the Effective Time as a result of a stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of its capital stock), extraordinary dividends, stock combination, recapitalization, reclassification, reorganization, combination, exchange of shares or similar transaction or like change with respect to shares of its capital stock or (ii) pays or makes an extraordinary dividend or distribution in respect of shares of its capital stock (other than a distribution referred to in clause (i) of this sentence) and, in either case, the record date therefor is prior to the Effective Time, the Merger Consideration will be proportionately adjusted. Cash dividends and increases thereon, the purchase referred to in Section 6.15 and redemptions not prohibited by Sections 5.2(c) and 5.3(c) of this Agreement will not be considered extraordinary for purposes of the preceding sentence.

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	(a) incur any indebtedness for borrowed money (other than indebtedness of the Company or any of the wholly owned Company Subsidiaries to the Company or any of the wholly owned Company Subsidiaries or

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	between wholly owned Company Subsidiaries) in excess of $25 million in the aggregate, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance;
	(b) adjust, split, combine or reclassify any of the Company’s capital stock;
	(c) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (i) dividends paid by any of the wholly owned Company Subsidiaries to the Company or to any of its wholly owned Subsidiaries, (ii) regular quarterly dividends with respect to shares of Company Common Stock not to exceed $0.09 per share per quarter for the third and fourth quarters of the fiscal year ending on December 31, 2005 and any subsequent fiscal quarters of the fiscal year ending December 31, 2006 that are completed prior to the Effective Time, and (iii) the acceptance of shares of Company Common Stock as payment for the exercise price of Company Stock Options or for withholding taxes incurred in connection with the exercise of Company Stock Options, in each case, in accordance with past practice and the terms of the applicable award agreements);
	(d) grant any stock appreciation right, any Company Stock Options or any other right to acquire any shares of its capital stock or other Company Stock-Based Awards, other than as required by employment agreements with the Company as in effect on the date hereof;
	(e) issue any additional shares of capital stock, any Company Voting Debt or any securities convertible into or exchangeable for, or any warrants or options to acquire, any such shares or Company Voting Debt, except (i) pursuant to the exercise of Company Stock Options or the satisfaction of any Company Stock-Based Awards, in each case, outstanding and in accordance with the terms and conditions in effect as of the date of this Agreement or issued hereafter in compliance with this Agreement or (ii) for issuances by a wholly owned Company Subsidiary of capital stock to such Subsidiary’s parent or another wholly owned Company Subsidiary;
	(f) notwithstanding any other provision hereof, increase, decrease, change or exchange any Company Common Stock for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization;
	(g) other than as required to comply with applicable Law (including Section 409A of the Code) or a Company Benefit Plan as in effect on the date hereof or collective bargaining or similar labor union or other agreement the existence of which does not breach this Agreement, (i) other than in the ordinary course of business consistent with past practice, increase the wages, salaries, compensation, bonus, pension or other benefits or perquisites payable to any current or former director, officer or employee, (ii) grant or increase any severance, change of control, termination or similar compensation or benefits payable to any current or former director, officer or employee, (iii) except in the ordinary course of business and consistent with past practice, pay any bonus, (iv) adopt, enter into, terminate or amend in any material respect any Company Benefit Plan or any collective bargaining or similar labor union agreement, (v) except for the provision of indemnification pursuant to indemnification agreements in effect on the date hereof, enter into any Company S-K 404 Arrangement, other than in connection with the appointment or election of new directors or the hiring or promotion of new officers in the ordinary course of business, or (vi) accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Company Benefit Plan; provided, however, that in no event may any such acceleration of vesting, lapse of restrictions or funding be as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement unless required to comply with applicable Law;
	(h) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets that are material to the Company and the Company Subsidiaries, taken as a whole, in any transaction or series of

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	transactions, to any Person other than the Company or a Company Subsidiary, or cancel, release or assign to any such Person any indebtedness or any claims held by the Company or any Company Subsidiary, in each case that is material to the Company and the Company Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice);
	(i) enter into any new line of business that is material to the Company and the Company Subsidiaries, taken as a whole;
	(j) make any material acquisition or investment either by purchase of stock or securities, contributions to capital, property transfers, or by purchase of any property or assets of any other Person, or make any capital expenditures, in each case other than (i) investments in wholly owned Subsidiaries or (ii) acquisitions of assets used in the operations of the Company and its Subsidiaries in the ordinary course of business;
	(k) amend its Certificate of Incorporation or Bylaws or similar organizational documents, or amend, or redeem the rights issued under, the Company Rights Agreement, or otherwise take any action to exempt any Person (other than as required pursuant to Section 3.19(b) of this Agreement), or any action taken by any such Person, from the Company Rights Agreement or any Takeover Statute or similarly restrictive provisions of its organizational documents, or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;
	(l) settle any material claim, action or proceeding, except (i) in the ordinary course of business or (ii) settlements to the extent subject to and not in excess of reserves that relate to the matter being settled existing as of June 30, 2005 in accordance with GAAP;
	(m) take any action that is intended or would be reasonably likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied, except as may be required by applicable Law;
	(n) implement or adopt any material change in its tax accounting or financial accounting policies, practices or methods, other than as may be required by applicable Law, GAAP or regulatory guidelines;
	(o) amend in any material respect, waive any of its material rights under, or enter into any contract or binding agreement that would be a Company Contract;
	(p) take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
	(q) except in the ordinary course of business, sell, assign, abandon, license, or otherwise dispose of any Intellectual Property that is used in the conduct of, or is otherwise material to, the business of Company and the Company Subsidiaries;
	(r) pay or agree to pay to the Company’s Advisors any investment banking or fairness opinion fees in connection with the Merger or related transactions contemplated by this Agreement in excess of the amount set forth on Section 5.2(r) to the Company Disclosure Schedule; or
	(s) agree or commit to take any of the actions prohibited by this Section 5.2.

	(a) incur any indebtedness for borrowed money (except for indebtedness contemplated by the Financing Commitments and other than indebtedness of Parent or any of the wholly owned Parent Subsidiaries to Parent or any of the wholly owned Parent Subsidiaries or between wholly owned Parent Subsidiaries) in excess of $25 million in the aggregate, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity, or make any loan or advance;
	(b) adjust, split, combine or reclassify any of Parent’s capital stock;

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	(c) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (i) dividends paid by any of the wholly owned Parent Subsidiaries to Parent or to any of its wholly owned Subsidiaries, (ii) dividends paid on, or conversion of, Parent Preferred Stock outstanding on the date hereof in accordance with the certificate of designation for such Parent Preferred Stock, and (iii) the acceptance of shares of Parent Common Stock as payment for the exercise price of Parent Stock Options or for withholding taxes incurred in connection with the exercise of Parent Stock Options, in each case, in accordance with past practice and in accordance with applicable Law and the terms of the applicable award agreements);
	(d) issue any additional shares of capital stock, any Parent Voting Debt or any securities convertible into or exchangeable for, or any warrants or options to acquire, any such shares or Parent Voting Debt, except (i) pursuant to the exercise of Parent Stock Options or the satisfaction of any Parent Stock-Based Awards, in each case, outstanding and in accordance with the terms and conditions in effect as of the date of this Agreement or issued thereafter in compliance with this Agreement, (ii) upon the conversion of convertible securities outstanding as of the date of this Agreement, or (iii) for issuances by a wholly owned Parent Subsidiary of capital stock to such Subsidiary’s parent or another wholly owned Parent Subsidiary;
	(e) notwithstanding any other provision hereof, increase, decrease, change or exchange any Parent Preferred Stock for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, in each case other than as required by the terms thereof as in effect on the date of this Agreement;
	(f) other than as required to comply with applicable Law (including Section 409A of the Code) or a Parent Benefit Plan as in effect on the date hereof or collective bargaining or similar labor union or other agreement the existence of which does not breach this Agreement, (i) other than in the ordinary course of business consistent with past practice, increase the wages, salaries, compensation, bonus, pension or other benefits or perquisites payable to any current or former director, officer or employee, (ii) grant or increase any severance, change of control, termination or similar compensation or benefits payable to any current or former director, officer or employee, (iii) except in the ordinary course of business and consistent with past practice pay any bonus, (iv) adopt, enter into, terminate or amend in any material respect any Parent Benefit Plan or any collective bargaining or similar labor union agreement, (v) except for the provision of indemnification pursuant to indemnification agreements in effect on the date hereof, enter into any Parent S-K 404 Arrangement, other than in connection with the appointment or election of new directors or the hiring or promotion of new officers in the ordinary course of business, or (vi) accelerate the time of payment or vesting of, or the lapsing of restrictions with respect to, or fund or otherwise secure the payment of, any compensation or benefits under any Parent Benefit Plan; provided, however, that in no event may any such acceleration of vesting, lapse of restrictions or funding be as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement unless required to comply with applicable Law;
	(g) sell, transfer, mortgage, encumber or otherwise dispose of any of its properties or assets that are material to Parent and the Parent Subsidiaries, taken as a whole, in any transaction or series of transactions, to any Person other than Parent or a Parent Subsidiary or cancel, release or assign to any such Person any indebtedness or any claims held by Parent or any Parent Subsidiary, in each case that is material to Parent and the Parent Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice);
	(h) enter into any new line of business that is material to Parent and the Parent Subsidiaries, taken as a whole;
	(i) make any material acquisition or investment either by purchase of stock or securities, contributions to capital, property transfers, or by purchase of any property or assets of any other Person, or make any capital expenditures, in each case other than (i) investments in wholly owned Subsidiaries or

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	(ii) acquisitions of assets used in the operations of Parent and its Subsidiaries in the ordinary course of business;
	(j) amend its Certificate of Incorporation or Bylaws or similar organizational documents, or amend, or redeem the rights issued under, the Parent Rights Agreement, or otherwise take any action to exempt any Person (other than as required pursuant to Section 4.19(b) of this Agreement), or any action taken by any Person, from the Parent Rights Agreement or from any Takeover Statute or similarly restrictive provisions of its organizational documents, or terminate, amend or waive any provisions of any confidentiality or standstill agreements in place with any third parties;
	(k) settle any material claim, action or proceeding, except (i) in the ordinary course of business or (ii) settlements to the extent subject to and not in excess of reserves that relate to the matter being settled existing as of June 30, 2005 in accordance with GAAP;
	(l) take any action that is intended or would be reasonably likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied, except as may be required by applicable Law; or
	(m) implement or adopt any material change in its tax accounting or financial accounting policies, practices or methods, other than as may be required by applicable Law, GAAP or regulatory guidelines;
	(n) take, or agree to take, any action that would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
	(o) except in the ordinary course of business, sell, assign, abandon, license, or otherwise dispose of any Intellectual Property that is used in the conduct of, or is otherwise material to, the business of Parent and the Parent Subsidiaries; or
	(p) agree or commit to take any of the actions prohibited by this Section 5.3.

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	(a) Stockholder Approvals. The approval of the holders of capital stock of Parent and the Company required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained.
	(b) Listing. The shares of Parent Common Stock to be issued to holders of Company Common Stock shall have been authorized for listing on the NYSE, subject to official notice of issuance.
	(c) HSR Approval. The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated.
	(d) Form S-4. The Form S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or be threatened by the SEC.
	(e) No Injunctions or Restraints; Illegality. No Injunction preventing the consummation of the Merger shall be in effect. No statute, rule, regulation, order, Injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation of the Merger.

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	(a) Representations and Warranties. (i) Each of the representations and warranties (other than as set forth in Sections 3.2(a), 3.8(a) and (c) and 3.19) of the Company set forth in this Agreement shall be true and correct on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, does not have, and would not be reasonably expected to have, a Material Adverse Effect on the Company, (ii) the representations and warranties of the Company set forth in Sections 3.8(a) and (c) and 3.19 shall be true and correct on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), and (iii) the representations and warranties of the Company set forth in Section 3.2(a) shall be true and correct in all material respects on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the foregoing effects.
	(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to such effect.
	(c) Parent Tax Opinion. Parent shall have received an opinion of Jones Day in form and substance reasonably satisfactory to Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for federal income tax purposes as a “reorganization” under Section 368(a) of the Code, and (ii) each of the Company, Parent and Merger Sub will be a “party to the reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such advisor shall be entitled to rely upon representations of officers of the Company, Parent and Merger Sub described in Section 6.1(c). The condition set forth in this Section 7.2(c) shall not be waivable after receipt of the Parent Stockholder Approval unless further Parent Stockholder Approval is obtained with appropriate disclosure.
	(d) Dissenters. The number of shares of the Company Common Stock as to which holders thereof have exercised appraisal rights under Section 262 of the DGCL shall not exceed 5% of the issued and outstanding Company Common Stock immediately prior to the Effective Time.

(a) Representations and Warranties. (i) Each of the representations and warranties (other than as set forth in Sections 4.2(a), 4.8(a) and 4.19) of Parent set forth in this Agreement shall be true and correct on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, does not have, and would not be reasonably expected to have, a Material Adverse Effect on Parent, (ii) the representations and warranties of Parent set forth in Sections 4.8(a) and 4.19 shall be true and correct on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), and (iii) the representations and warranties of Parent set forth in Section 4.2(a) shall be true and correct in all material respects on the date of this Agreement, and as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), and the Company shall have received a

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	certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to the foregoing effects.
	(b) Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.
	(c) Company Tax Opinion. The Company shall have received an opinion of Latham & Watkins LLP in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for federal income tax purposes as a “reorganization” under Section 368(a) of the Code, and (ii) that each of the Company, Parent and Merger Sub will be a “party to the reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, such advisor shall be entitled to rely upon customary representations of officers of the Company, Parent and Merger Sub described in Section 6.1(c). The condition set forth in this Section 7.3(c) shall not be waivable after receipt of the Company Stockholder Approval unless further Company Stockholder Approval is obtained with appropriate disclosure.
	(d) Parent Board. The Parent Board composition contemplated by Section 1.10 shall have been implemented effective as of the Effective Date.

	(a) by mutual consent of Parent and the Company in a written instrument, if the Board of Directors of each so determines;
	(b) by either the Parent Board or the Company Board if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, except that no party may terminate this Agreement pursuant to this Section 8.1(b) if its breach of its obligations under this Agreement proximately contributed to the occurrence of such order;
	(c) by either the Parent Board or the Company Board if the Parent Stockholder Approval shall not have been obtained at a Parent Stockholders Meeting or any adjournment or postponement thereof at which the vote was taken;
	(d) by either the Parent Board or the Company Board if the Company Stockholder Approval shall not have been obtained at a Company Stockholders Meeting or any adjournment or postponement thereof at which the vote was taken;
	(e) by either the Parent Board or the Company Board if the Merger shall not have been consummated on or before June 30, 2006; provided, however, that the right to terminate this Agreement under this Section 8.1(e) shall not be available to any party whose failure to fulfill any obligation hereunder in any material respect has been the primary cause of or primarily resulted in the failure of the Closing to occur on or before June 30, 2006;
	(f) by the Parent Board if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the Company, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.2(a) or (b) and which is not cured within 45 days following written notice to the Company or by its nature or timing cannot be cured within such time period;

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	(g) by the Company Board if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of Parent, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.3(a) or (b) and which is not cured within 45 days following written notice to Parent or by its nature or timing cannot be cured within such time period;
	(h) by the Parent Board in the event of an Adverse Recommendation Change by the Company Board related to an Acquisition Proposal with respect to the Company;
	(i) by the Company Board in the event of an Adverse Recommendation Change by the Parent Board related to an Acquisition Proposal with respect to Parent;
	(j) by Parent, if prior to the Parent Stockholder Approval, Parent receives a Superior Proposal and the Parent Board determines in good faith, after consultation with outside legal counsel, to enter into an agreement to effect the Superior Proposal; provided, that Parent may not terminate this Agreement pursuant to this Section 8.1(j) unless (i) Parent has complied with its obligations under Section 6.10 and (ii) three (3) business days have elapsed following delivery to the Company of a written notice of such determination by the Parent Board and during such three (3) business day period the Company has not made a binding proposal to revise the terms of the Merger or this Agreement (or made another binding offer) that the Parent Board has determined in its good faith judgment to result in the Merger (or such other proposal or offer) being at least as favorable to Parent’s stockholders as the Superior Proposal; provided, further, that Parent fulfills its obligations pursuant to Section 9.3.
	(k) by the Company, if prior to the Company Stockholder Approval, the Company receives a Superior Proposal and the Company Board determines in good faith, after consultation with outside legal counsel, to enter into an agreement to effect the Superior Proposal; provided, that the Company may not terminate this Agreement pursuant to this Section 8.1(k) unless (i) the Company has complied with its obligations under Section 6.10 and (ii) three (3) business days have elapsed following delivery to Parent of a written notice of such determination by the Company Board and during such three (3) business day period Parent has not made a binding proposal to revise the terms of the Merger or this Agreement (or made another binding offer) that the Company Board has determined in its good faith judgment to result in the Merger (or such other proposal or offer) being at least as favorable to the Company’s stockholders as the Superior Proposal; provided, further, that the Company fulfills its obligations pursuant to Section 9.3.
	8.2     Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.1, this Agreement will forthwith become void and have no effect, and none of the Company, Parent, any of their respective Subsidiaries or any of the officers or directors of any of them will have any liability of any nature whatsoever under this Agreement, or in connection with the transactions contemplated by this Agreement, except that (i) Sections 6.2(b), 8.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 9.10 and 9.11 will survive any termination of this Agreement and (ii) notwithstanding anything to the contrary contained in this Agreement, neither the Company nor Parent will be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

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	(i) (x) by the Company Board or the Parent Board pursuant to Section 8.1(e), or by the Parent Board pursuant to Section 8.1(f), and (y) a proposal for an Alternative Transaction with respect to the Company has been made to the Company or its stockholders or such a proposal or an intention to make such a proposal has been publicly announced or has otherwise become publicly known after the date of this Agreement and prior to such termination (whether or not conditional and whether or not withdrawn) and (z) within 12 months after such termination, the Company or any of its Subsidiaries enters into any definitive agreement providing for any Alternative Transaction or any Alternative Transaction is consummated;
	(ii) by the Parent Board pursuant to Section 8.1(h) and a proposal for an Alternative Transaction with respect to the Company has been made to the Company or its stockholders or such a proposal or an intention to make such a proposal has been publicly announced or has otherwise become publicly known after the date of this Agreement and prior to such termination (whether or not conditional and whether or not withdrawn);
	(iii) by the Parent Board or the Company Board pursuant to Section 8.1(d) and the Company Board is not at the time of the Company Stockholders Meeting entitled to terminate this Agreement pursuant to Section 8.1(g) (without giving effect to the notice and cure provisions thereof); or
	(iv) by the Company Board pursuant to Section 8.1(k);

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	(i) (x) by the Parent Board or the Company Board pursuant to Section 8.1(e), or by the Company Board pursuant to Section 8.1(g), and (y) a proposal for an Alternative Transaction with respect to Parent has been made to Parent or its stockholders or such a proposal or an intention to make such a proposal has been publicly announced or has otherwise become publicly known after the date of this Agreement and prior to such termination (whether or not conditional and whether or not withdrawn) and (z) within 12 months after such termination, Parent enters into any definitive agreement providing for any Alternative Transaction or any Alternative Transaction is consummated; or
	(ii) by the Company Board pursuant to Section 8.1(i) and a proposal for an Alternative Transaction with respect to Parent has been made to Parent or its stockholders or such a proposal or an intention to make such a proposal has been publicly announced or has otherwise become publicly known after the date of this Agreement and prior to such termination (whether or not conditional and whether or not withdrawn);
	(iii) by the Parent Board or the Company Board pursuant to Section 8.1(c) and the Parent Board is not at the time of the Parent Stockholders Meeting entitled to terminate this Agreement pursuant to Section 8.1(f) (without giving effect to the notice and cure provisions thereof); or
	(iv) by the Parent Board pursuant to Section 8.1(j);

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	Dex Media, Inc.
	198 Inverness Drive West
	Englewood, CO 80112

	Attention:	Frank M. Eichler

	Senior Vice President, General Counsel
	Facsimile: (303) 784-1915
	with a copy to:
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022
	Attention: R. Ronald Hopkinson
	Facsimile: (212) 751-4864

	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, NC 27531

	Attention:	Robert J. Bush

	Vice President, General Counsel and
	Corporate Secretary
	Facsimile: (919) 279-1518
	with a copy to:
	Jones Day
	222 East 41st Street
	New York, NY 10017
	Attention: John J. Hyland
	Facsimile: (212) 755-7306

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	DEX MEDIA, INC.

	By:	/s/ Frank M. Eichler

	Name: Frank M. Eichler
	Title: Senior Vice President and General Counsel
	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush
	Title: Vice President, General Counsel and       Corporate Secretary
	FORWARD ACQUISITION CORP.

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush
	Title: Authorized Person

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	(i) the authorized number of directors on the Parent Board to be established at no more than 13;
	(ii) the election to the Parent Board of such slate, so long as upon such election, the Parent Board consists of:

	(A) one director designated by one or more of the Stockholders as the Stockholders shall agree (the “Stockholder Designee”) if at the relevant time the Stockholders Beneficially Own at least 5% of the then issued and outstanding shares of Parent’s common stock, par value $1.00 per share (the “Parent Common Stock”);
	(B) the Chief Executive Officer of Parent;
	(C) the Chairman of Parent; and
	(D) the remaining directors, (i) with a number equal to a majority of the entire Parent Board being individuals who would satisfy the independence requirements of the New York Stock Exchange and Rule 10A-3(b)(1) under the Exchange Act and (ii) none of whom are Affiliates of the Stockholders;

	all of such designees will hold office, subject to their earlier removal or resignation in accordance with clause (a)(iii) below and Section 1(d), respectively, and applicable law, until their respective successors have been duly elected and qualified;

	(iii) the removal from the Parent Board for cause of the Stockholder Designee upon the written request of such of the Stockholders as the Stockholders shall agree; and
	(iv) upon any vacancy in the Parent Board as a result of any (A) individual designated by the Stockholders pursuant to clause (ii)(A) above, ceasing to be a member of the Parent Board, whether by resignation or otherwise, the election to the Parent Board of an individual designated by one or more of the Stockholders as the Stockholders shall agree, or (B) other individual ceasing to be a member of the Parent Board, whether by resignation or otherwise, the election to the Parent Board of an individual (consistent with clause (ii) above) appointed by a majority of the remaining directors then in office.

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	(i) seek, make or take any action to solicit or initiate any offer or proposal for, or any indication of interest in, a merger (other than the Merger), consolidation, tender or exchange offer, sale or purchase of assets or securities or other business combination (other than the sale of Parent Common Stock by such Stockholder or its Affiliates in accordance with the terms of this Agreement) or any dissolution, liquidation, restructuring, recapitalization or similar transaction in each case involving Parent or any of its subsidiaries or the acquisition of any voting Shares of Parent or any of its subsidiaries (each, an “Acquisition Transaction”), if, as a result of such Acquisition Transaction, such Stockholder and/or its Affiliates would Beneficially Own, in the aggregate, or have the right to acquire Shares representing more than 15% of Parent’s then issued and outstanding Shares;
	(ii) “solicit,” or become a “participant” in any “solicitation” (other than a “solicitation” approved by the Parent Board) of, any “proxy” (as such terms are defined in Regulation 14A under the Exchange Act) from any holder of voting Shares in connection with any vote on any matter (whether or not relating to the election or removal of members of the Parent Board);
	(iii) form, join or in any way participate in a 13D Group with respect to any voting Shares (other than a 13D Group (A) composed of Parent and its subsidiaries, (B) composed of such Stockholder and its Affiliates, (C) formed as a result of this Agreement or (D) deemed to have been formed by the Company Sponsors (as defined in the Merger Agreement) as a result of the execution, delivery or performance of the Merger Agreement, the Company Sponsor Agreements (as defined in the Merger Agreement), this Agreement or the transactions contemplated hereby or thereby);
	(iv) grant any proxies with respect to any voting Shares to any Person (other than as recommended by the Parent Board), deposit any voting Shares in a voting trust (unless the trustee of such trust agrees to be bound by the terms of this Agreement) or enter into any other arrangement or agreement with respect to the voting thereof;
	(v) publicly request, propose or otherwise seek any amendment or waiver of the provisions of Section 2(a) or (b);
	(vi) publicly seek, alone or in concert with other Persons, additional representation on the Parent Board or publicly seek the removal of any member of the Parent Board that is not a Stockholder Designee or publicly seek a change in the composition or size of the Parent Board;
	(vii) seek in their capacity as stockholders of Parent to have any matter presented to stockholders for a vote at any annual or special meeting (other than matters presented with the approval of the Parent Board);
	(viii) publicly call or seek to have called any meeting of the holders of voting Shares for the purpose of voting on any of the foregoing; or
	(ix) make any proposal, statement or inquiry, disclose any intention, plan or arrangement to the public (whether written or oral) inconsistent with the foregoing;

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(i) Right to Demand Registration. From and after the three-month anniversary of the Effective Time until the second anniversary of the Effective Time (the “Demand Period”), the Stockholders will have the right at any time to make a written request of Parent for registration (any such request, a “Stockholder Demand”) with the Securities and Exchange Commission (the “Commission”), under and in accordance with the provisions of the Securities Act, of all or part of the Registrable Shares owned by the Stockholders (each a “Demand Registration” and such Stockholders, the “Demanding Holders”); provided that

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	(x) Parent need not effect a Demand Registration involving less than $100 million of gross proceeds and (y) Parent may defer the filing or effectiveness of a Registration Statement (as defined below) in respect of such Demand Registration for a single period not to exceed 90 days during any one-year period, if the Parent Board determines in the exercise of its reasonable judgment and in good faith that to effect such Demand Registration at such time would have a material and adverse effect on any proposal or plan by Parent to engage in any significant corporate transaction; provided that in such event the Stockholders making such Stockholder Demand will be entitled to withdraw such Stockholder Demand and, if such Stockholder Demand is withdrawn, such registration will not be counted as a Stockholder Demand for purposes of Section 3(a)(ii), and the Demand Period will be extended by the length of such deferral. Within ten days after receipt of the request for a Demand Registration, Parent will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all holders of Registrable Shares and, subject to subsection (iii) below, Parent will include in such registration all the Registrable Shares with respect to which Parent has received written requests for inclusion therein within 20 Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the aggregate number of Registrable Shares requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Stockholder Demand, Parent will take all necessary and desirable actions within its control to effect registration of the Registrable Shares to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holders as soon as practicable and will maintain the effectiveness of such Registration Statement until the earlier of the date (as such date may be extended pursuant to the terms hereof, the “Registration Termination Date”) (A) which is one hundred eighty (180) days following the effective date of such Registration Statement and (B) on which all of the Registrable Shares covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), which methods shall include, without limitation, block trades. If available to Parent, Parent will effect such registration on Form S-3 or such other form of registration statement that counsel to Parent advises and, if requested by the Demanding Holders, such registration will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Shares, pursuant to Rule 415 promulgated under the Securities Act or any similar rule that may be adopted by the Commission (a “Registration Statement”), and Parent will take all necessary and desirable actions within its control to maintain the effectiveness of such Registration Statement until the Registration Termination Date; provided, however, that Parent will not effect a registration on Form S-3 or an equivalent form if Parent or the managing underwriter or underwriters determine that using a different registration form is in the best interests of Parent and/or the Demanding Holders and other holders of Registrable Shares.
	(ii) Number of Demand Registrations. The Stockholders, as a group, will be entitled to up to, but no more than, two Stockholder Demands; provided, however, that a Stockholder Demand will not be deemed to have been made unless the Registration Statement filed in connection therewith is kept continuously effective by Parent until the Registration Termination Date unless the reason such Registration Statement does not remain effective until the Registration Termination Date is solely as a result of the failure of the relevant Stockholders to take all actions reasonably required in order to have the Registration Statement remain effective for such period. Parent will not be required to cause a registration pursuant to Section 3(a)(i) to be declared effective within a period of 180 days after the date of any other Parent registration statement was declared effective pursuant to a Demand Registration request or a filing for Parent’s own behalf.
	(iii) Priority on Demand Registrations. If in any Demand Registration the managing underwriter or underwriters thereof (or in the case of a Demand Registration not being underwritten, the Demanding Holders after consultation with an investment banker of nationally recognized standing) advise Parent in writing that in its or their reasonable opinion the number of securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering without having a material and adverse effect on the success of the offering, Parent will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case

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	may be) can be sold without having a material and adverse effect on the success of the offering, as follows: first, the securities which the Stockholders, including the Demanding Holders, and the W Holders (pro rata among all such Stockholders and the W Holders on the basis of the relative percentage of Registrable Shares requested to be registered by all Stockholders and W Holders who have requested that securities owned by them be so included), propose to sell, and second, securities of any other holders of Parent’s securities eligible to participate in such offering, pro rata among all such Persons on the basis of the relative percentage of such securities held by each of them. In the event that the managing underwriter or Demanding Holders determine that additional Registrable Shares may be sold in any Demand Registration without having a material and adverse effect on the success of the offering, Parent may include comparable securities to be issued and sold by Parent or comparable securities held by Persons other than the Parties.
	(iv) Selection of Underwriters. If a Demand Registration is to be an underwritten offering, the Stockholders will, after consultation with Parent, select a managing underwriter or underwriters of recognized national standing to administer the offering.

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	(i) prepare and file with the Commission a Registration Statement on any form on which Parent then qualifies, which counsel for Parent deems appropriate and pursuant to which an offering of such Registrable Shares may be made in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause any Registration Statement required hereunder to become effective as soon as practicable after the initial filing thereof and keep such Registration Statement effective until the Registration Termination Date;
	(ii) provide such Stockholders, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Stockholders, a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein or filed with the Commission and each amendment or supplement thereto other than any amendments or supplements resulting from the incorporation by reference in such Registration Statement or Prospectus to Parent’s periodic and current reports filed with the Commission under the Exchange Act;
	(iii) upon filing a Registration Statement or any Prospectus related thereto or any amendments or supplements thereto, furnish to such Stockholders and the underwriters, if any, copies of all such documents;
	(iv) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective until the Registration Termination Date; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all

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	securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such Prospectus;
	(v) promptly notify such Stockholders and any managing underwriters in writing, (A) when a Registration Statement or post-effective amendment to a Registration Statement or the related Prospectus or Prospectus supplement has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by Parent of any notification with respect to the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (E) upon discovery that, or upon the happening of any event as a result of which, any Registration Statement or Prospectus (or any amendment or supplement thereto or document incorporated by reference therein) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
	(vi) use its commercially reasonable efforts to prevent the issuance of any stop order by the Commission suspending the effectiveness of a Registration Statement to the extent the Company had knowledge of the threat of such stop order prior to its issuance, and in the event of such issuance, to use its reasonable best efforts to obtain the withdrawal of such stop order;
	(vii) except as prohibited under applicable law, if requested by the managing underwriters or such Stockholders, promptly consider for inclusion in a Prospectus supplement or post-effective amendment such information as the managing underwriters or the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders agree should be included therein relating to the sale of such Registrable Shares, including information with respect to the amount of Registrable Shares being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Shares to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
	(viii) furnish to such Stockholders and each managing underwriter at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
	(ix) deliver to such Stockholders and the underwriters, if any, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons or entities may reasonably request;
	(x) prior to any Public Sale of Registrable Shares, register or qualify or cause to be registered or qualified such Registrable Shares for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as such Stockholders or any underwriter reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Shares covered by the applicable Registration Statement; provided, however, that Parent will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
	(xi) cooperate with such Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Shares to be in

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	such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Shares to the underwriters;
	(xii) if any discovery or event described in clause (v)(E) above occurs, notify such Stockholders of such discovery or event and prepare a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that in the event of the foregoing, the Registration Termination Date will be extended by the number of days during the period from and including the date of such notice from Parent to the Stockholders until and including the date of delivery of such supplement or amendment to such Registration Statement or related Prospectus;
	(xiii) cause all Registrable Shares covered by the Registration Statement to be listed on The New York Stock Exchange or each other securities exchange on which similar securities issued by Parent are then listed;
	(xiv) provide and cause to be maintained a transfer agent and registrar for all such Registrable Shares covered by the Registration Statement not later than the effective date of the Registration Statement;
	(xv) use its reasonable best efforts to obtain an opinion from Parent’s counsel and a “cold comfort” letter from Parent’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings and reasonably satisfactory to the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders;
	(xvi) deliver promptly to each Stockholder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and Parent, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to Parent, and, upon receipt of such confidentiality agreements as Parent may reasonably request, make reasonably available for inspection by any Stockholder selling such Registrable Shares covered by such Registration Statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such Stockholder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Parent, and cause all of Parent’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
	(xvii) provide a CUSIP number for all Registrable Shares included in such Registration Statement, not later than the effective date of the applicable Registration Statement;
	(xviii) enter into such agreements (including an underwriting agreement in form reasonably satisfactory to Parent) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Shares;
	(xix) make available for inspection by a representative of such Stockholders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Stockholders or such underwriter, all financial and other records, any pertinent corporate documents and properties of Parent reasonably requested by such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any records, information or documents that are designated by Parent in writing as confidential will be kept confidential by such Persons or entities unless disclosure of such records, information or documents is required by court or administrative order;

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	(xx) otherwise comply in all material respects with all applicable rules and regulations of the Commission and relevant state securities commissions, and make generally available to such Stockholders, earning statements satisfying the provisions of Section 12(a) of the Securities Act no later than 45 days after the end of any 12-month period (or 120 days, if such period is a fiscal year) commencing at the end of any fiscal quarter in which Registrable Shares of such Stockholders are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, beginning with the first month of Parent’s first fiscal quarter commencing after the effective date of a Registration Statement, which statements will cover said 12-month periods;
	(xxi) cause senior management to participate in “roadshow” presentations and other customary marketing efforts at reasonable times upon reasonable notice and in a manner that will not adversely affect Parent’s business;
	(xxii) cooperate with such Stockholders, each underwriter participating in the disposition of such Registrable Shares and such underwriters’ counsel in connection with any filings required to be made with the NASD;
	(xxiii) upon the request of the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders, to request from the Commission acceleration of the effectiveness of such Registration Statement; and
	(xxiv) take all such other commercially reasonable actions as are necessary or advisable and/or reasonably requested by such Stockholders in order to expedite or facilitate the disposition of such Registrable Shares.

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	“13D Group” means any group of Persons formed for the purpose of acquiring, holding, voting or disposing of voting Shares that would be required under Section 13(d) of the Exchange Act, and the rules and regulations thereunder (as in effect on, and based on legal interpretations thereof existing on, the date hereof), to file a statement on Schedule 13D with the Commission as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially Owned voting Shares representing more than 5% of any class of voting Shares then outstanding.
	“Affiliate” means with respect to a specified Person, any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, (i) none of the following will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any portfolio company of the Stockholders or their Affiliates, (C) any limited partner of the Stockholders or their Affiliates or (D) any investment fund that does not share the same general partner as such Stockholder and (ii) no Company Sponsor will be deemed to be an Affiliate of the other Company Sponsor.
	“Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a

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	Person include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer. Notwithstanding anything in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company Sponsors, are intended to be a “group” for purposes of Rule 13d-5 of the Exchange Act and nothing in this Agreement will be interpreted in a manner that requires that they be deemed to be a “group” thereunder.
	“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	“G Holders Registration Rights Agreement” means the Registration Rights Agreement, dated November 25, 2002, among Parent and the other parties thereto.
	“Person” includes any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.
	“Public Sale” means a Transfer pursuant to a bona fide underwritten public offering pursuant to an effective registration statement filed under the Securities Act or pursuant to Rule 144 under the Securities Act (other than in a privately negotiated sale).
	“Registrable Shares” means the Shares; provided, that Shares shall cease to be “Registrable Shares” when such Shares are sold (i) by a Stockholder in a transaction in which its rights under this Agreement are not assigned, (ii) pursuant to an effective registration statement under the Securities Act, or (iii) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144, or a successor thereto, promulgated under the Securities Act) so that all restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; and, provided further, that, with respect to any Transfer by a Stockholder of Registrable Shares in accordance with this Agreement, such transferee’s Registrable Shares shall be limited to the Registrable Shares received from such Stockholder hereunder.
	“Shares” means (i) shares of voting stock of Parent or (ii) any other security of Parent or any successor thereto which is convertible into, or exercisable or exchangeable for, shares of voting stock of Parent.
	“Standstill Period” means the period from the date hereof through the date on which Parent issues its first quarterly earnings release after the later to occur of (i) the Stockholders ceasing to own, in the aggregate, more than 5% of the then-outstanding shares of Parent Common Stock and (ii) the Stockholder Designee, if any, having resigned from the Parent Board pursuant to Section 1(d) hereof.
	“Transfer” means a transfer, sale, assignment, pledge, hypothecation or other disposition or exchange, and “Transferring” or “Transferred” have correlative meanings.
	“W Holders” means, collectively, Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, WD GP Associates LLC and WD Investors LLC.

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	(i) the Current Stockholders Agreement;
	(ii) Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8, 2002 (as amended);
	(iii) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media East LLC and The Carlyle Group.;
	(iv) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media East LLC and Welsh, Carson, Anderson & Stowe;
	(v) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media West LLC and The Carlyle Group; and
	(vi) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media West LLC and Welsh, Carson, Anderson & Stowe.

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	CARLYLE HOLDERS
	CARLYLE PARTNERS III, L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	CP III COINVESTMENT, L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director

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	CARLYLE-DEX PARTNERS L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	CARLYLE-DEX PARTNERS II L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director

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	CARLYLE HIGH YIELD PARTNERS, L.P.

	By:	TCG High Yield, L.L.C.,

	its General Partner

	By:	TCG High Yield Holdings, L.L.C.,

	its Managing Member

	By:	TC Group, L.L.C.,

	its Sole Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel

	and Corporate Secretary

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	By:

	Name:
	Title:
	Notice Address:
	Accepted:
	R.H. DONNELLEY CORPORATION

	By:

	Name:
	Title:

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	c/o The Carlyle Group
	520 Madison Avenue
	41st Floor
	New York, New York 10022
	Attention: James A. Atwood, Jr.
	Facsimile: (212) 381-4901
	with a copy to
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022
	Attention: R. Ronald Hopkinson
	Facsimile: (212) 751-4864

	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, NC 27531
	Attention: Robert J. Bush
	Vice President, General Counsel and Corporate Secretary
	Facsimile: (919) 279-1518
	with a copy to:
	Jones Day
	222 East 41st Street
	New York, NY 10017
	Attention: John J. Hyland
	Facsimile: (212) 755-7306

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	(i) the authorized number of directors on the Parent Board to be established at no more than 13;
	(ii) the election to the Parent Board of such slate, so long as upon such election, the Parent Board consists of:

	(A) one director designated by one or more of the Stockholders as the Stockholders shall agree (the “Stockholder Designee”) if at the relevant time the Stockholders Beneficially Own at least 5% of

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	the then issued and outstanding shares of Parent’s common stock, par value $1.00 per share (the “Parent Common Stock”);
	(B) the Chief Executive Officer of Parent;
	(C) the Chairman of Parent; and
	(D) the remaining directors, (i) with a number equal to a majority of the entire Parent Board being individuals who would satisfy the independence requirements of the New York Stock Exchange and Rule 10A-3(b)(1) under the Exchange Act and (ii) none of whom are Affiliates of the Stockholders;

	all of such designees will hold office, subject to their earlier removal or resignation in accordance with clause (a)(iii) below and Section 1(d), respectively, and applicable law, until their respective successors have been duly elected and qualified;

	(iii) the removal from the Parent Board for cause of the Stockholder Designee upon the written request of such of the Stockholders as the Stockholders shall agree; and
	(iv) upon any vacancy in the Parent Board as a result of any (A) individual designated by the Stockholders pursuant to clause (ii)(A) above, ceasing to be a member of the Parent Board, whether by resignation or otherwise, the election to the Parent Board of an individual designated by one or more of the Stockholders as the Stockholders shall agree, or (B) other individual ceasing to be a member of the Parent Board, whether by resignation or otherwise, the election to the Parent Board of an individual (consistent with clause (ii) above) appointed by a majority of the remaining directors then in office.

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	(i) seek, make or take any action to solicit or initiate any offer or proposal for, or any indication of interest in, a merger (other than the Merger), consolidation, tender or exchange offer, sale or purchase of assets or securities or other business combination (other than the sale of Parent Common Stock by such Stockholder or its Affiliates in accordance with the terms of this Agreement) or any dissolution, liquidation, restructuring, recapitalization or similar transaction in each case involving Parent or any of its subsidiaries or the acquisition of any voting Shares of Parent or any of its subsidiaries (each, an “Acquisition Transaction”), if, as a result of such Acquisition Transaction, such Stockholder and/or its Affiliates would Beneficially Own, in the aggregate, or have the right to acquire Shares representing more than 15% of Parent’s then issued and outstanding Shares;
	(ii) “solicit,” or become a “participant” in any “solicitation” (other than a “solicitation” approved by the Parent Board) of, any “proxy” (as such terms are defined in Regulation 14A under the Exchange Act) from any holder of voting Shares in connection with any vote on any matter (whether or not relating to the election or removal of members of the Parent Board);
	(iii) form, join or in any way participate in a 13D Group with respect to any voting Shares (other than a 13D Group (A) composed of Parent and its subsidiaries, (B) composed of such Stockholder and its Affiliates, (C) formed as a result of this Agreement or (D) deemed to have been formed by the Company Sponsors (as defined in the Merger Agreement) as a result of the execution, delivery or performance of the Merger Agreement, the Company Sponsor Agreements (as defined in the Merger Agreement), this Agreement or the transactions contemplated hereby or thereby);
	(iv) grant any proxies with respect to any voting Shares to any Person (other than as recommended by the Parent Board), deposit any voting Shares in a voting trust (unless the trustee of such trust agrees to be bound by the terms of this Agreement) or enter into any other arrangement or agreement with respect to the voting thereof;
	(v) publicly request, propose or otherwise seek any amendment or waiver of the provisions of Section 2(a) or (b);
	(vi) publicly seek, alone or in concert with other Persons, additional representation on the Parent Board or publicly seek the removal of any member of the Parent Board that is not a Stockholder Designee or publicly seek a change in the composition or size of the Parent Board;
	(vii) seek in their capacity as stockholders of Parent to have any matter presented to stockholders for a vote at any annual or special meeting (other than matters presented with the approval of the Parent Board);
	(viii) publicly call or seek to have called any meeting of the holders of voting Shares for the purpose of voting on any of the foregoing; or
	(ix) make any proposal, statement or inquiry, disclose any intention, plan or arrangement to the public (whether written or oral) inconsistent with the foregoing;

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(i) Right to Demand Registration. From and after the three-month anniversary of the Effective Time until the second anniversary of the Effective Time (the “Demand Period”), the Stockholders will have the right at any time to make a written request of Parent for registration (any such request, a “Stockholder Demand”) with the Securities and Exchange Commission (the “Commission”), under and in accordance with the provisions of the Securities Act, of all or part of the Registrable Shares owned by the Stockholders (each a “Demand Registration” and such Stockholders, the “Demanding Holders”); provided that (x) Parent need not effect a Demand Registration involving less than $100 million of gross proceeds and (y) Parent may defer the filing or effectiveness of a Registration Statement (as defined below) in respect of such Demand Registration for a single period not to exceed 90 days during any one-year period, if the Parent Board determines in the exercise of its reasonable judgment and in good faith that to effect such Demand Registration at such time would have a material and adverse effect on any proposal or plan by Parent to engage in any significant corporate transaction; provided that in such event the Stockholders making such Stockholder Demand will be entitled to withdraw such Stockholder Demand and, if such Stockholder Demand is withdrawn, such registration will not be counted as a Stockholder Demand for

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	purposes of Section 3(a)(ii), and the Demand Period will be extended by the length of such deferral. Within ten days after receipt of the request for a Demand Registration, Parent will send written notice (the “Demand Notice”) of such registration request and its intention to comply therewith to all holders of Registrable Shares and, subject to subsection (iii) below, Parent will include in such registration all the Registrable Shares with respect to which Parent has received written requests for inclusion therein within 20 Business Days after the date such Demand Notice is given. All requests made pursuant to this subsection (i) will specify the aggregate number of Registrable Shares requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Stockholder Demand, Parent will take all necessary and desirable actions within its control to effect registration of the Registrable Shares to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holders as soon as practicable and will maintain the effectiveness of such Registration Statement until the earlier of the date (as such date may be extended pursuant to the terms hereof, the “Registration Termination Date”) (A) which is one hundred eighty (180) days following the effective date of such Registration Statement and (B) on which all of the Registrable Shares covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), which methods shall include, without limitation, block trades. If available to Parent, Parent will effect such registration on Form S-3 or such other form of registration statement that counsel to Parent advises and, if requested by the Demanding Holders, such registration will be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of the Registrable Shares, pursuant to Rule 415 promulgated under the Securities Act or any similar rule that may be adopted by the Commission (a “Registration Statement”), and Parent will take all necessary and desirable actions within its control to maintain the effectiveness of such Registration Statement until the Registration Termination Date; provided, however, that Parent will not effect a registration on Form S-3 or an equivalent form if Parent or the managing underwriter or underwriters determine that using a different registration form is in the best interests of Parent and/or the Demanding Holders and other holders of Registrable Shares.
	(ii) Number of Demand Registrations. The Stockholders, as a group, will be entitled to up to, but no more than, two Stockholder Demands; provided, however, that a Stockholder Demand will not be deemed to have been made unless the Registration Statement filed in connection therewith is kept continuously effective by Parent until the Registration Termination Date unless the reason such Registration Statement does not remain effective until the Registration Termination Date is solely as a result of the failure of the relevant Stockholders to take all actions reasonably required in order to have the Registration Statement remain effective for such period. Parent will not be required to cause a registration pursuant to Section 3(a)(i) to be declared effective within a period of 180 days after the date of any other Parent registration statement was declared effective pursuant to a Demand Registration request or a filing for Parent’s own behalf.
	(iii) Priority on Demand Registrations. If in any Demand Registration the managing underwriter or underwriters thereof (or in the case of a Demand Registration not being underwritten, the Demanding Holders after consultation with an investment banker of nationally recognized standing) advise Parent in writing that in its or their reasonable opinion the number of securities proposed to be sold in such Demand Registration exceeds the number that can be sold in such offering without having a material and adverse effect on the success of the offering, Parent will include in such registration only the number of securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holders, as the case may be) can be sold without having a material and adverse effect on the success of the offering, as follows: first, the securities which the Stockholders, including the Demanding Holders, and the C Holders (pro rata among all such Stockholders and the C Holders on the basis of the relative percentage of Registrable Shares requested to be registered by all Stockholders and C Holders who have requested that securities owned by them be so included), propose to sell, and second, securities of any other holders of Parent’s securities eligible to participate in such offering, pro rata among all such Persons on the basis of the relative percentage of such securities held by each of them. In the event that the managing underwriter or Demanding Holders determine that additional Registrable Shares may be sold in any Demand Registration

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	without having a material and adverse effect on the success of the offering, Parent may include comparable securities to be issued and sold by Parent or comparable securities held by Persons other than the Parties.
	(iv) Selection of Underwriters. If a Demand Registration is to be an underwritten offering, the Stockholders will, after consultation with Parent, select a managing underwriter or underwriters of recognized national standing to administer the offering.

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	(i) prepare and file with the Commission a Registration Statement on any form on which Parent then qualifies, which counsel for Parent deems appropriate and pursuant to which an offering of such Registrable Shares may be made in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause any Registration Statement required hereunder to become effective as soon as practicable after the initial filing thereof and keep such Registration Statement effective until the Registration Termination Date;
	(ii) provide such Stockholders, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Stockholders, a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein or filed with the Commission and each amendment or supplement thereto other than any amendments or supplements resulting from the incorporation by reference in such Registration Statement or Prospectus to Parent’s periodic and current reports filed with the Commission under the Exchange Act;
	(iii) upon filing a Registration Statement or any Prospectus related thereto or any amendments or supplements thereto, furnish to such Stockholders and the underwriters, if any, copies of all such documents;
	(iv) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective until the Registration Termination Date; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such Prospectus;
	(v) promptly notify such Stockholders and any managing underwriters in writing, (A) when a Registration Statement or post-effective amendment to a Registration Statement or the related Prospectus or Prospectus supplement has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or related Prospectus or

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	for additional information, (C) of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by Parent of any notification with respect to the suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (E) upon discovery that, or upon the happening of any event as a result of which, any Registration Statement or Prospectus (or any amendment or supplement thereto or document incorporated by reference therein) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
	(vi) use its commercially reasonable efforts to prevent the issuance of any stop order by the Commission suspending the effectiveness of a Registration Statement to the extent the Company had knowledge of the threat of such stop order prior to its issuance, and in the event of such issuance, to use its reasonable best efforts to obtain the withdrawal of such stop order;
	(vii) except as prohibited under applicable law, if requested by the managing underwriters or such Stockholders, promptly consider for inclusion in a Prospectus supplement or post-effective amendment such information as the managing underwriters or the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders agree should be included therein relating to the sale of such Registrable Shares, including information with respect to the amount of Registrable Shares being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Shares to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
	(viii) furnish to such Stockholders and each managing underwriter at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
	(ix) deliver to such Stockholders and the underwriters, if any, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons or entities may reasonably request;
	(x) prior to any Public Sale of Registrable Shares, register or qualify or cause to be registered or qualified such Registrable Shares for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as such Stockholders or any underwriter reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Shares covered by the applicable Registration Statement; provided, however, that Parent will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;
	(xi) cooperate with such Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Shares to be in such denominations and registered in such names as the managing underwriters may request at least two Business Days prior to any sale of Registrable Shares to the underwriters;
	(xii) if any discovery or event described in clause (v)(E) above occurs, notify such Stockholders of such discovery or event and prepare a supplement or post-effective amendment to the applicable Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were

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	made, not misleading; provided, however, that in the event of the foregoing, the Registration Termination Date will be extended by the number of days during the period from and including the date of such notice from Parent to the Stockholders until and including the date of delivery of such supplement or amendment to such Registration Statement or related Prospectus;
	(xiii) cause all Registrable Shares covered by the Registration Statement to be listed on The New York Stock Exchange or each other securities exchange on which similar securities issued by Parent are then listed;
	(xiv) provide and cause to be maintained a transfer agent and registrar for all such Registrable Shares covered by the Registration Statement not later than the effective date of the Registration Statement;
	(xv) use its reasonable best efforts to obtain an opinion from Parent’s counsel and a “cold comfort” letter from Parent’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings and reasonably satisfactory to the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders;
	(xvi) deliver promptly to each Stockholder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and Parent, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to Parent, and, upon receipt of such confidentiality agreements as Parent may reasonably request, make reasonably available for inspection by any Stockholder selling such Registrable Shares covered by such Registration Statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such Stockholder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Parent, and cause all of Parent’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
	(xvii) provide a CUSIP number for all Registrable Shares included in such Registration Statement, not later than the effective date of the applicable Registration Statement;
	(xviii) enter into such agreements (including an underwriting agreement in form reasonably satisfactory to Parent) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Shares;
	(xix) make available for inspection by a representative of such Stockholders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Stockholders or such underwriter, all financial and other records, any pertinent corporate documents and properties of Parent reasonably requested by such representative, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any records, information or documents that are designated by Parent in writing as confidential will be kept confidential by such Persons or entities unless disclosure of such records, information or documents is required by court or administrative order;
	(xx) otherwise comply in all material respects with all applicable rules and regulations of the Commission and relevant state securities commissions, and make generally available to such Stockholders, earning statements satisfying the provisions of Section 12(a) of the Securities Act no later than 45 days after the end of any 12-month period (or 120 days, if such period is a fiscal year) commencing at the end of any fiscal quarter in which Registrable Shares of such Stockholders are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, beginning with the first month of Parent’s first fiscal quarter commencing after the effective date of a Registration Statement, which statements will cover said 12-month periods;

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	(xxi) cause senior management to participate in “roadshow” presentations and other customary marketing efforts at reasonable times upon reasonable notice and in a manner that will not adversely affect Parent’s business;
	(xxii) cooperate with such Stockholders, each underwriter participating in the disposition of such Registrable Shares and such underwriters’ counsel in connection with any filings required to be made with the NASD;
	(xxiii) upon the request of the Stockholders holding a majority of the Registrable Shares being sold by such Stockholders, to request from the Commission acceleration of the effectiveness of such Registration Statement; and
	(xxiv) take all such other commercially reasonable actions as are necessary or advisable and/or reasonably requested by such Stockholders in order to expedite or facilitate the disposition of such Registrable Shares.

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	“13D Group” means any group of Persons formed for the purpose of acquiring, holding, voting or disposing of voting Shares that would be required under Section 13(d) of the Exchange Act, and the rules and regulations thereunder (as in effect on, and based on legal interpretations thereof existing on, the date hereof), to file a statement on Schedule 13D with the Commission as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially Owned voting Shares representing more than 5% of any class of voting Shares then outstanding.
	“Affiliate” means with respect to a specified Person, any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, (i) none of the following will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any portfolio company of the Stockholders or their Affiliates, (C) any limited partner of the Stockholders or their Affiliates or (D) any investment fund that does not share the same general partner as such Stockholder, (ii) no Company Sponsor will be deemed to be an Affiliate of the other Company Sponsor and (iii) A.S.F. Co-Investment Partners, L.P. will not be deemed to be an Affiliate of any Stockholder.
	“Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer. Notwithstanding anything in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company Sponsors, are intended to be a “group” for purposes of Rule 13d-5 of the Exchange Act and nothing in this Agreement will be interpreted in a manner that requires that they be deemed to be a “group” thereunder.

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	“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.
	“C Holders” means, collectively, Carlyle Partners III, L.P., a Delaware limited liability partnership, CP III Coinvestment, L.P., a Delaware limited partnership, Carlyle High Yield Partners, L.P., a Delaware limited partnership, Carlyle-Dex Partners L.P., a Delaware limited partnership, and Carlyle-Dex Partners II, L.P., a Delaware limited partnership.
	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	“G Holders Registration Rights Agreement” means the Registration Rights Agreement, dated November 25, 2002, among Parent and the other parties thereto.
	“Person” includes any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.
	“Public Sale” means a Transfer pursuant to a bona fide underwritten public offering pursuant to an effective registration statement filed under the Securities Act or pursuant to Rule 144 under the Securities Act (other than in a privately negotiated sale).
	“Registrable Shares” means the Shares; provided, that Shares shall cease to be “Registrable Shares” when such Shares are sold (i) by a Stockholder in a transaction in which its rights under this Agreement are not assigned, (ii) pursuant to an effective registration statement under the Securities Act, or (iii) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144, or a successor thereto, promulgated under the Securities Act) so that all restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; and, provided further, that, with respect to any Transfer by a Stockholder of Registrable Shares in accordance with this Agreement, such transferee’s Registrable Shares shall be limited to the Registrable Shares received from such Stockholder hereunder.
	“Shares” means (i) shares of voting stock of Parent or (ii) any other security of Parent or any successor thereto which is convertible into, or exercisable or exchangeable for, shares of voting stock of Parent.
	“Standstill Period” means the period from the date hereof through the date on which Parent issues its first quarterly earnings release after the later to occur of (i) the Stockholders ceasing to own, in the aggregate, more than 5% of the then-outstanding shares of Parent Common Stock and (ii) the Stockholder Designee, if any, having resigned from the Parent Board pursuant to Section 1(d) hereof.
	“Transfer” means a transfer, sale, assignment, pledge, hypothecation or other disposition or exchange, and “Transferring” or “Transferred” have correlative meanings.

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	(i) the Current Stockholders Agreement;
	(ii) Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8, 2002 (as amended);
	(iii) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media East LLC and The Carlyle Group.;
	(iv) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media East LLC and Welsh, Carson, Anderson & Stowe;
	(v) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media West LLC and The Carlyle Group; and
	(vi) Amended and Restated Management Consulting Agreement, dated as of June, 2004, between Dex Media West LLC and Welsh, Carson, Anderson & Stowe.

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	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel and Corporate Secretary

	WCAS HOLDERS
	WELSH, CARSON, ANDERSON & STOWE IX, L.P.

	By:	WCAS IX Associates, LLC,

	its General Partner

	By:	/s/ Jonathan Rather

	Name:  Jonathan Rather

	Title:	Managing Member

	WD GP ASSOCIATES LLC

	By:	/s/ Jonathan Rather

	Name:  Jonathan Rather

	Title:	Managing Member

	WD INVESTORS LLC

	By:	WCAS IX Associates LLC,

	its Manager

	By:	/s/ Jonathan Rather

	Name:  Jonathan Rather

	Title:	Managing Member

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	By:

	Name:
	Title:
	Notice Address:
	Accepted:
	R.H. DONNELLEY CORPORATION

	By:

	Name:
	Title:

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	c/o/ Welsh, Carson, Anderson & Stowe
	320 Park Avenue
	Suite 2500
	New York, New York 10022
	Attention: Anthony J. deNicola
	Facsimile: (212) 893-9548
	with a copy to
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022
	Attention: R. Ronald Hopkinson
	Facsimile: (212) 751-4864

	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, NC 27531
	Attention: Robert J. Bush
	Vice President, General Counsel and Corporate Secretary
	Facsimile: (919) 279-1518
	with a copy to:
	Jones Day
	222 East 41st Street
	New York, NY 10017
	Attention: John J. Hyland
	Facsimile: (212) 755-7306

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	(a) an Audit and Finance Committee (the “Audit Committee”) of the corporation whose responsibility shall be determined by the Board and such committee shall discharge such other responsibilities as may be from time to time assigned to it by the Board as reflected in the Audit Committee’s charter. During the Restricted Period, the Audit Committee will be composed of members of the Board consisting of (i) two individuals who served on the board of directors of Dex Media, Inc. (the “Dex Board”) prior to the Effective Time and (ii) two individuals who served on the Board prior to the Effective Time; provided, that all the members of the Audit Committee must satisfy the independence requirements of The New York Stock Exchange and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (collectively, the “Independence Requirements”) and may not be affiliated with any W Holder or C Holder. During the Restricted Period, the Chairman of the Audit Committee will be a member of such committee chosen by a majority vote of the members of the Board after the Effective Time who satisfy the Independent Requirements. If any individual member of the Audit Committee ceases to serve on the Board during the Restricted Period, his or her successor will be appointed by the entire Board consistent with the first full sentence of this clause (a); provided, however, that, if no individual member of the Board meets the requirements of the first full sentence of this clause (a), his or her successor will be appointed by the entire Board without regard to such requirements;
	(b) a Compensation and Benefits Committee (the “Compensation Committee”) of the corporation whose responsibility shall be determined by the Board and such committee shall discharge such other

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	responsibilities as may be from time to time assigned to it by the Board as reflected in the Compensation Committee’s charter. During the Restricted Period, the Compensation Committee will be composed of members of the Board consisting of (i) two individuals who served on the Dex Board prior to the Effective Time and (ii) two individuals who served on the Board prior to the Effective Time; provided, that all the members of the Compensation Committee must satisfy the Independence Requirements and may not be affiliated with any W Holder or C Holder. During the Restricted Period, the Chairman of the Compensation Committee will be a member of such committee who served on the Board prior to the Effective Time. If any individual member of the Compensation Committee ceases to serve on the Board during the Restricted Period, his or her successor will be appointed by the entire Board consistent with the first full sentence of this clause (b); provided, however, that, if no individual member of the Board meets the requirements of the first full sentence of this clause (b), his or her successor will be appointed by the entire Board without regard to such requirements; and
	(c) a Corporate Governance Committee (the “Corporate Governance Committee”) of the corporation whose responsibility shall be determined by the Board and such committee shall discharge such other responsibilities as may be from time to time assigned to it by the Board as reflected the Corporate Governance Committee’s charter. During the Restricted Period, the Corporate Governance Committee will be composed of members of the Board consisting of (i) two individuals who served on the Dex Board prior to the Effective Time and (ii) two individuals who served on the Board prior to the Effective Time; provided, that all the members of the Corporate Governance Committee must satisfy the Independence Requirements and may not be affiliated with any W Holder or C Holder. During the Restricted Period, the Chairman of the Corporate Governance Committee will be a member of such committee who served on the Dex Board prior to the Effective Time. If any individual member of the Corporate Governance Committee ceases to serve on the Board during the Restricted Period, his or her successor will be appointed by the entire Board consistent with the first full sentence of this clause (c); provided, however, that, if no individual member of the Board meets the requirements of the first full sentence of this clause (c), his or her successor will be appointed by the entire Board without regard to such requirements.

	(a) The Presiding Director shall serve as the liaison between the independent members of the Board and non-independent members of the Board with respect to all matters of the Board. The Presiding Director will be identified publicly as the primary contact for stockholders and other constituents of the corporation who desire to interact with the independent members of the Board, recognizing that the Chairman of the Board will be identified publicly as the central point of contact for stockholders and other constituents of the corporation to interact with the Board generally.
	(b) The Presiding Director’s duties shall include:

	(i) serving as the chairperson for the executive sessions of the independent members of the Board, presiding at such executive sessions, keeping minutes of all such proceedings, setting the agenda for each executive session, working with management of the corporation to circulate any necessary preparatory materials, and, as appropriate, communicating with the Chairman of the Board and/or the Chief Executive Officer regarding such proceedings;
	(ii) consulting with the relevant chairs of committees of the Board, and participating in such committee’s proceedings with respect to the recruitment of members of the Board and the annual evaluation processes of the Chief Executive Officer and the Board;

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	(iii) consulting with the Chairman of the Board and the Chief Executive Officer regarding the independent directors’ wishes with respect to agenda items for regularly scheduled meetings of the Board; and
	(iv) such other duties and responsibilities as may be assigned by the Board from time to time, so long as such duties and responsibilities do not abrogate, amend or otherwise modify the authority and roles and responsibilities of the Chairman of the Board as set forth below.

	(a) The Chairman of the Board shall be chosen from among the Directors. The Chairman of the Board shall chair all meetings of the Board and the stockholders. The Chairman of the Board may vote at any meeting of the Board on any matter called to a vote, subject to the legal, fiduciary and governance requirements applicable to all members of the Board. In consultation with the Presiding Director and the Chief Executive Officer, the Chairman of the Board shall set the agenda for meetings of the Board and the stockholders, and shall schedule such meetings to best enable the Board to perform its duties in a responsible and prompt manner, while not unduly interfering with the daily operations of the corporation. The Chairman of the Board shall consult with the Corporate Governance Committee on its recommendations to the Board for the approval of candidates for nomination or appointment to the Board and members and chairs of committees of the Board, and on other governance matters as requested by the Board.
	(b) The Chairman of the Board shall communicate with the Chief Executive Officer on behalf of the Board regarding concerns of the Board, stockholders or other constituents of the corporation. The Chairman of the Board will be identified publicly as the central point of contact for stockholders and other constituents of the corporation to interact with the Board generally. While the Presiding Director will be identified as the primary person for external constituencies to contact regarding concerns to be addressed to independent members of the Board , the Presiding Director shall discuss any such contacts and communications with the Chairman of the Board in advance of the consideration of any such matter by the Board. The Chairman of the Board and the Presiding Director shall be responsible for ensuring that the quality, quantity and timeliness of the flow of information between management of the corporation and the Board enables the Board to fulfill its functions and fiduciary duties in an efficient and effective manner.
	(c) The Chairman of the Board shall serve as a strategic advisor to Chief Executive Officer in the assessment and formulation of the corporation’s digital and new media growth strategies and businesses. The Chairman of the Board shall otherwise represent himself on behalf of the corporation to external constituencies as may be requested by the Chief Executive Officer or the Board.
	(d) Unless otherwise expressly provided by the Board, the Chairman of the Board shall have no responsibility for, dealings with or authority with respect to, the day-to-day operations of the corporation.
	(e) During the 24 month period beginning at the Effective Time, the Chairman of the Board may only be removed by the affirmative vote of at least 75% of the members of the entire Board.

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	(a) The Chief Executive Officer shall, subject to the oversight of the Board, have responsibility for the general direction of the affairs of the corporation and the general supervision of all aspects of the business of the corporation and corporate development, expansion and contraction and long-range planning of the corporation, including, without limitation, the acquisition, development and disposition of assets necessary to implement the foregoing. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and in the absence of the Chairman of the Board or in the event of his or her inability or refusal to act, shall preside at any meetings of the Board or the stockholders. The Chief Executive Officer shall have and exercise such further powers and duties as may be specifically delegated or vested in him or her from time to time by these bylaws or by the Board. The Chief Executive Officer shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the Board, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation. The Chief Executive Officer may combine his or her duties with those of any other office assigned to him or her by the Board.
	(b) The President shall, subject to the oversight of the Board, have responsibility for the active management of the business of the corporation. The President shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the Board, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.

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	Very truly yours,
	/s/ J.P. MORGAN SECURITIES INC.

	J.P. Morgan Securities Inc.

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	•	reviewed the Transaction Documentation;
	•	reviewed RHD’s and Dex’s respective Annual Reports to Stockholders and Annual Reports on Form 10-K for the years ended December 31, 2002, 2003 and 2004, their respective Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and their respective Current Reports on Form 8-K for the three years ended the date hereof;
	•	reviewed certain operating and financial information relating to the business and prospects of each of RHD and Dex, including projections for the five years ended December 31, 2010 (the “Projections”), as prepared and provided to us by RHD’s management;
	•	reviewed certain tax information prepared by the management of each of RHD and Dex setting forth projected cash tax benefits arising from deductions under Section 197 of the Internal Revenue Code and accumulated net operating losses (the “Tax Schedules”);

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	•	reviewed certain estimates of cost savings and other combination benefits expected to result from the Merger, prepared and provided to us by RHD’s management (the “Synergy Estimates”);
	•	met with certain members of senior management of each of RHD and Dex to discuss their respective businesses, operations, historical and projected financial results and future prospects;
	•	reviewed the historical prices, trading multiples and trading volume of each of the RHD Common Stock and the Dex Common Stock;
	•	reviewed publicly available financial data, stock market performance data and trading multiples of companies which we deemed generally comparable to RHD and Dex;
	•	reviewed the terms of recent mergers and acquisitions involving companies generally comparable to Dex;
	•	performed discounted cash flow analyses based on the Projections, the Synergy Estimates and the Tax Schedules furnished to us;
	•	reviewed the pro forma financial results, financial condition and capitalization of RHD giving effect to the Merger and the Goldman Preferred Repurchase; and
	•	conducted such other studies, analyses, inquiries and investigations as we deemed appropriate.

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By:	/s/ Louis P. Friedman

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	Very truly yours,
	LEHMAN BROTHERS

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	(1)	Reviewed certain publicly available business and financial information relating to the Company and the Acquiror that we deemed to be relevant;
	(2)	Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company and the Acquiror, as well as the amount and timing of the cost savings and related expenses and synergies expected to result from the Merger (the “Expected Synergies”) furnished to us by the Company and the Acquiror, respectively;
	(3)	Conducted discussions with members of senior management and representatives of the Company and the Acquiror concerning the matters described in clauses 1 and 2 above, as well as their respective businesses and prospects before and after giving effect to the Merger and the Expected Synergies
	(4)	Reviewed the market prices and valuation multiples for the Company Shares and the Acquiror Shares;
	(5)	Reviewed the results of operations of the Company and the Acquiror;
	(6)	Compared the proposed financial terms of the Merger with the financial terms of certain other transactions that we deemed to be relevant;
	(7)	Reviewed the potential pro forma impact of the Merger;
	(8)	Reviewed a draft dated October 1, 2005 of the Agreement;

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	(9)	Reviewed a draft dated October 1, 2005 of the Support Agreement by and among the Acquiror and certain stockholders of the Company;

	(10)	Reviewed a draft dated October 1, 2005 of the Sponsor Stockholders Agreement among the Acquiror, the Company and certain stockholders of the Company (as to the terms of which we express no opinion); and
	(11)	Reviewed a draft dated September 30, 2005 of the debt financing commitment papers associated with the Agreement and Merger.

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	Very truly yours,
	MERRILL LYNCH, PIERCE, FENNER & SMITH                               INCORPORATED

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	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or
	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

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	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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	(a) “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer and includes all securities Beneficially Owned by a Person’s Affiliates. Notwithstanding anything in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company Sponsors, are intended to be a “group” for purposes of Rule 13d-5 of the Exchange Act and nothing in this Agreement will be interpreted in a manner that requires that they be deemed to be a “group” thereunder.
	(b) “Affiliate” means, with respect to any Person, any Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person and for this purpose control means the possession of the power, direct or indirect, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise. For purposes of this Agreement, (i) none of the following will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any portfolio company of the Stockholders or their Affiliates, (C) any limited partner of the Stockholders or their Affiliates or (D) any investment fund that does not share the same general partner as such Stockholder and (ii) no Company Sponsor will be deemed to be an Affiliate of the other Company Sponsor.
	(c) “Existing Shares” has the meaning set forth in Section 3.1(a).
	(d) “Securities” means the Existing Shares together with any shares of Company Common Stock or other voting securities of the Company acquired by a Stockholder or any of its Affiliates after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase,

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	dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise; provided, however, to the extent that Securities represent more than 20% of the total issued and outstanding voting shares of the Company at any relevant time, then for purposes of Sections 2.2(a) and (b) and 2.3, the term “Securities” will be deemed to refer to Securities representing 20% of the total issued and outstanding voting shares of the Company at such time (other than in respect of a stockholder vote following an Adverse Recommendation Change by the Company Board that was approved by a majority of the members of the Company Board who are not affiliated with either of the Company Sponsors (as defined in the Merger Agreement) (provided, that the designation of such directors by the Company Sponsors pursuant to Section 1(a)(ii)(D) of the Current Stockholders Agreement (as defined in the Stockholders Agreement) shall not cause such directors to be deemed to be affiliated with the Company Sponsors), in which case the references to “20%” in this proviso shall be references to “15%”).
	(e) “Stockholders Agreement” means the Sponsor Stockholders Agreement, dated as of the date hereof, between Parent and the Stockholders.

(b) From and after the date hereof until the earlier of the (i) Effective Time and (ii) date on which the Merger Agreement is terminated in accordance with its terms for any reason (the “Restricted Period”), except as otherwise permitted by this Agreement or the Merger Agreement or as required by order of a court of competent jurisdiction, each Stockholder will not commit any act that could restrict or otherwise affect such Stockholder’s legal power, authority and right to vote all of its Securities as required by this

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Agreement, including entering into any voting agreement with any Person or entity with respect to any of its Securities, granting any Person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of its Securities, depositing any of its Securities in a voting trust or otherwise entering into any agreement or arrangement with any Person or entity limiting or affecting the Stockholder’s legal power, authority or right to vote its Securities in favor of the adoption of the Merger Agreement.

(b) Except as permitted by Section 6.10 of the Merger Agreement, the Stockholder (A) will, and will cause its Affiliates to, immediately cease and cause to be terminated and will use reasonable best efforts to cause its and their officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date hereof with any Persons with respect to any Acquisition Proposal and (B) will promptly request each Person, if any, that has executed a confidentiality agreement within one year prior to the date hereof in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Affiliates. In the event a Stockholder receives an Acquisition Proposal, any indication of which a Stockholder has knowledge that any Person is considering making an Acquisition Proposal, or any request for nonpublic information relating to the Stockholder, the Company or any Company Subsidiary by any Person that has made, or to the Stockholder’s knowledge may be considering making, an Acquisition Proposal, the Stockholder will (i) promptly (and in no event later than 48 hours after receipt of any Acquisition Proposal) notify (which notice will be provided orally and in writing and will identify the Person making such Acquisition Proposal or request and set forth the material terms thereof) Parent thereof and (ii) will keep Parent reasonably and promptly informed of the status and material

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	terms of (including with respect to changes to the status or material terms of) any such Acquisition Proposal or request and will provide as soon as practicable after receipt copies of any correspondence and other written materials sent or provided to the Stockholders in connection therewith.
	(c) It is understood that any violation of the restrictions set forth in this Section 2.5 by any officer, director, employee, investment banker, consultant, attorney, accountant, agent or other representative of such Stockholder or any of its Affiliates, at the direction or with the consent of such Stockholder or any of its Affiliates, will be deemed to be a breach of this Section 2.5 by such Stockholder.
	(d) Nothing in this Agreement will be deemed to require any Stockholder or representative of any Stockholder who is also a member of the Company Board to take any action or refrain from taking any action in his or her capacity as a member of the Company Board to the extent such action is permitted by Section 6.10 of the Merger Agreement.
	(e) The provisions of this Section 2.5 will remain in effect only during the Support Period and nothing herein will prevent the Stockholders from participating in discussions, negotiations or furnishing information with respect to an Acquisition Proposal if the Company would be permitted to participate in such discussions, negotiations or furnish such information pursuant to the terms and conditions of the Merger Agreement.

	(a) Ownership of Shares. Such Stockholder is the sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Schedule 3.1(a) opposite such Stockholder’s name (the “Existing Shares”) and such shares constitute all of the shares of capital stock of the Company owned of record or Beneficially Owned by such Stockholder. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2.2 and 2.3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws, and the terms of this Agreement.
	(b) Authority; No Violation. Such Stockholder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by such Stockholder (or, if applicable, its managing members or general partners) and no other corporate, partnership or similar proceedings on the part of such Stockholder are necessary for it to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and (assuming due authorization, execution and delivery by Parent and the other Stockholders party hereto) constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).
	(c) No Conflicts. Except for filings, authorizations, consents and approvals as may be required under the Exchange Act and the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal Governmental Entity is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby, nor compliance by such Stockholder or any other party thereto with any of the terms or provisions of this Agreement, will (A) violate any provision of such Stockholder’s

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	organizational documents, (B) violate any Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to such Stockholder, any of its Affiliates or any of their respective properties or assets, or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Liens upon any of the respective properties or assets of such Stockholder under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Stockholder is a party, or by which it or any of its respective properties or assets may be bound or affected.
	(d) No Encumbrances. Except as applicable in connection with the transactions contemplated by Sections 2.2 and 2.3 hereof, the applicable Existing Shares are and at all times during the term hereof, will be, Beneficially Owned by such Stockholder, free and clear of all Liens, claims, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
	(e) No Finder’s Fees. No broker, investment banker, financial advisor or other Person is entitled to payment from the Company or Parent or any of their respective Subsidiaries of any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder.
	(f) Reliance by Parent. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

	(a) Authority; No Violation. Parent has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Parent Board and no other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by each Stockholder) each constitutes the valid and binding obligations of Parent, enforceable against Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).
	(b) No Conflicts. Except for filings, authorizations, consents and approvals as may be required under the Exchange Act and the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal Governmental Entity is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement and the Merger Agreement by Parent, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by Parent with any of the terms or provisions of this Agreement and the Merger Agreement will (A) violate any provision of the Parent Charter or the Parent Bylaws, (B) violate any Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to Parent, any of the Parent Subsidiaries or any of their respective properties or assets, or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

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	(c) No Finder’s Fees. No broker, investment banker, financial advisor or other Person is entitled to payment from any Stockholder or any of its Affiliates of any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent.

	(b) In the event of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like (other than pursuant to the Merger), the terms “Existing Shares,” “Company Common Stock” and “Securities” will be deemed to refer to and include the shares of Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged and appropriate adjustments will be made to the terms and provisions of this Agreement.
	(c) Each Stockholder agrees that it will duly execute and deliver to Parent an affiliate’s letter prior to the Closing in the form attached to the Merger Agreement.
	(d) Each Stockholder agrees that it will promptly after the date hereof surrender to the Company all certificates representing the Securities, and the Company will place the following legend on such certificates in addition to any other legend required thereon:

	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. SIGNATORY THERETO.”

	(e) Promptly (but in any event not later than five Business Days) following the earlier of (i) the termination of the Merger Agreement for any reason in accordance with its terms, (ii) the expiration of the Sale Restriction Period, if applicable and (iii) such time as any portion of the Securities (including Parent Common Stock) may be sold in a transaction permitted by the Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and the Stockholders (the “Sponsor Stockholders Agreement”), upon delivery of any legended certificate representing all or such portion of Securities to be sold, as applicable, the Company will issue a replacement certificate without the foregoing legend to the relevant Stockholder.
	(f) The provisions of this Section 4.1 relating to the legend on certificates will, after the Effective Time, apply equally to certificates representing Parent Common Stock into which Securities are converted in the Merger.

	(a) the termination of the Merger Agreement in accordance with its terms; or
	(b) the Effective Time;

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	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, NC 27531
	Attention: Robert J. Bush
	Vice President, General Counsel and Corporate Secretary
	Facsimile: (919) 279-1518
	with a copy to (which copy shall not constitute notice):
	Jones Day
	222 East 41st Street
	New York, NY 10017
	Attention: John J. Hyland
	Facsimile: (212) 755-7306

	c/o The Carlyle Group
	520 Madison Avenue
	41st Floor
	New York, New York 10022
	Attention: James A. Atwood, Jr.
	Facsimile: (212) 381-4901
	with a copy to (which copy shall not constitute notice):
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022
	Attention: R. Ronald Hopkinson
	Facsimile: (212) 751-4864

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	(b) The parties have participated equally in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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	CARLYLE HOLDERS
	CARLYLE PARTNERS III, L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	CP III COINVESTMENT, L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director

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	CARLYLE-DEX PARTNERS L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	CARLYLE-DEX PARTNERS II L.P.

	By:	TC Group III, L.P.,

	its General Partner

	By:	TC Group III, L.L.C.,

	its General Partner

	By:	TC Group, L.L.C.,

	its Managing Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director

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	CARLYLE HIGH YIELD PARTNERS, L.P.

	By:	TCG High Yield, L.L.C.,

	its General Partner

	By:	TCG High Yield Holdings, L.L.C.,

	its Managing Member

	By:	TC Group, L.L.C.,

	its Sole Member

	By:	TCG Holdings, L.L.C.,

	its Managing Member

	By:	/s/ James A. Atwood, Jr.

	Name: James A. Atwood, Jr.
	Title: Managing Director
	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel and Corporate Secretary

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Stockholder		Existing Shares
Carlyle Partners III, L.P.			24,519,997
CP III Coinvestment, L.P.			862,083
Carlyle High Yield Partners, L.P.			1,206,488
Carlyle-Dex Partners L.P.			5,259,182
Carlyle-Dex Partners II L.P.			7,170,059

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	(a) “Beneficially Own” or “Beneficial Ownership” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person include securities Beneficially Owned by all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer and includes all securities Beneficially Owned by a Person’s Affiliates. Notwithstanding anything in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company Sponsors, are intended to be a “group” for purposes of Rule 13d-5 of the Exchange Act and nothing in this Agreement will be interpreted in a manner that requires that they be deemed to be a “group” thereunder.
	(b) “Affiliate” means, with respect to any Person, any Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person and for this purpose control means the possession of the power, direct or indirect, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract or otherwise. For purposes of this Agreement, (i) none of the following will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any portfolio company of the Stockholders or their Affiliates, (C) any limited partner of the Stockholders or their Affiliates or (D) any investment fund that does not share the same general partner as such Stockholder, (ii) no Company Sponsor will be deemed to be an Affiliate of the other Company Sponsor and (iii) A.S.F. Co-Investment Partners, L.P. will not be deemed to be an Affiliate of any Stockholder.
	(c) “Existing Shares” has the meaning set forth in Section 3.1(a).
	(d) “Securities” means the Existing Shares together with any shares of Company Common Stock or other voting securities of the Company acquired by a Stockholder or any of its Affiliates after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest,

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	inheritance or as a successor in interest in any capacity or otherwise; provided, however, to the extent that Securities represent more than 20% of the total issued and outstanding voting shares of the Company at any relevant time, then for purposes of Sections 2.2(a) and (b) and 2.3, the term “Securities” will be deemed to refer to Securities representing 20% of the total issued and outstanding voting shares of the Company at such time (other than in respect of a stockholder vote following an Adverse Recommendation Change by the Company Board that was approved by a majority of the members of the Company Board who are not affiliated with either of the Company Sponsors (as defined in the Merger Agreement) (provided, that the designation of such directors by the Company Sponsors pursuant to Section 1(a)(ii)(D) of the Current Stockholders Agreement (as defined in the Stockholders Agreement) shall not cause such directors to be deemed to be affiliated with the Company Sponsors), in which case the references to “20%” in this proviso shall be references to “15%”).
	(e) “Stockholders Agreement” means the Sponsor Stockholders Agreement, dated as of the date hereof, between Parent and the Stockholders.

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	(a) Ownership of Shares. Such Stockholder is the sole record and Beneficial Owner of the number of shares of Company Common Stock listed on Schedule 3.1(a) opposite such Stockholder’s name (the “Existing Shares”) and such shares constitute all of the shares of capital stock of the Company owned of record or Beneficially Owned by such Stockholder. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2.2 and 2.3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws, and the terms of this Agreement.
	(b) Authority; No Violation. Such Stockholder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by such Stockholder (or, if applicable, its managing members or general partners) and no other corporate, partnership or similar proceedings on the part of such Stockholder are necessary for it to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and (assuming due authorization, execution and delivery by Parent and the other Stockholders party hereto) constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).
	(c) No Conflicts. Except for filings, authorizations, consents and approvals as may be required under the Exchange Act and the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal Governmental Entity is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby, nor compliance by such Stockholder or any other party thereto with any of the terms or provisions of this Agreement, will (A) violate any provision of such Stockholder’s organizational documents, (B) violate any Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to such Stockholder, any of its Affiliates or any of their respective

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	properties or assets, or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Liens upon any of the respective properties or assets of such Stockholder under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Stockholder is a party, or by which it or any of its respective properties or assets may be bound or affected.
	(d) No Encumbrances. Except as applicable in connection with the transactions contemplated by Sections 2.2 and 2.3 hereof, the applicable Existing Shares are and at all times during the term hereof, will be, Beneficially Owned by such Stockholder, free and clear of all Liens, claims, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
	(e) No Finder’s Fees. No broker, investment banker, financial advisor or other Person is entitled to payment from the Company or Parent or any of their respective Subsidiaries of any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder.
	(f) Reliance by Parent. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

	(a) Authority; No Violation. Parent has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Parent Board and no other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Merger Agreement have been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by each Stockholder) each constitutes the valid and binding obligations of Parent, enforceable against Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).
	(b) No Conflicts. Except for filings, authorizations, consents and approvals as may be required under the Exchange Act and the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal Governmental Entity is necessary for the execution of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement and the Merger Agreement by Parent, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by Parent with any of the terms or provisions of this Agreement and the Merger Agreement will (A) violate any provision of the Parent Charter or the Parent Bylaws, (B) violate any Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to Parent, any of the Parent Subsidiaries or any of their respective properties or assets, or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

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	(c) No Finder’s Fees. No broker, investment banker, financial advisor or other Person is entitled to payment from any Stockholder or any of its Affiliates of any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent.

	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF DEX MEDIA, INC. SIGNATORY THERETO.”

	(a) the termination of the Merger Agreement in accordance with its terms; or
	(b) the Effective Time;

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	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, NC 27531

	Attention:	Robert J. Bush

	Vice President, General Counsel and Corporate Secretary
	Facsimile: (919) 279-1518
	with a copy to (which copy shall not constitute notice):
	Jones Day
	222 East 41st Street
	New York, NY 10017
	Attention: John J. Hyland
	Facsimile: (212) 755-7306

	c/o/ Welsh, Carson, Anderson & Stowe
	320 Park Avenue
	Suite 2500
	New York, New York 10022
	Attention: Anthony J. deNicola
	Facsimile: (212) 893-9548
	with a copy to (which copy shall not constitute notice):
	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, NY 10022
	Attention: R. Ronald Hopkinson
	Facsimile: (212) 751-4864

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	WCAS HOLDERS
	WELSH, CARSON, ANDERSON & STOWE IX, L.P.

	By:	WCAS IX Associates, LLC,

	its General Partner

	By:	/s/ Jonathan Rather

	Name: Jonathan Rather
	Title: Managing Member
	WD GP ASSOCIATES LLC

	By:	/s/ Jonathan Rather

	Name: Jonathan Rather
	Title: Managing Member
	WD INVESTORS LLC

	By:	WCAS IX Associates LLC,

	its Manager

	By:	/s/ Jonathan Rather

	Name: Jonathan Rather
	Title: Managing Member
	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel and Corporate Secretary

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Stockholder		Existing Shares
Welsh, Carson, Anderson & Stowe IX, L.P.			24,764,558
WD GP Associates LLC			12,202,970
WD Investors LLC			742,955

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	(a) “Affiliate” means any Person that directly, or indirectly through one or more Persons, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person.
	(b) “Certificate of Designations” means the Certificate of Designations governing the Convertible Cumulative Preferred Stock of Parent.
	(c) “Material Adverse Effect” means, with respect to any reference to a state of facts, event, change, effect or condition, such state of facts, event, change, effect or condition that has had, has, or could reasonably be expected to have, a material adverse effect on (i) the business, assets, operations, properties, condition (financial or otherwise), contingent liabilities or material agreements of Parent and Parent’s subsidiaries, taken as a whole, (ii) the ability of Parent to perform its obligations under this Agreement or (iii) the validity or enforceability of this Agreement or the rights or remedies of the Stockholders hereunder. Notwithstanding anything contained herein to the contrary, the commencement by or against Parent or any of Parent’s subsidiaries of any case, proceeding or other action under any law relating to bankruptcy, insolvency or reorganization or the seeking of an appointment of a receiver, trustee, custodian or other similar official for Parent or any of Parent’s subsidiaries or for all or any substantial part of Parent’s or any of Parent’s subsidiaries’ assets, shall be deemed a Material Adverse Effect.
	(d) “Parent Common Stock” means the common stock, par value $1 per share, of Parent.
	(e) “Person” means any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or other entity or any individual or Governmental Entity.
	(f) “Purchase Agreement” means the Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, by and among Parent and the Stockholders, as amended by the Letter Agreement, dated as of November 25, 2002, by and among the Stockholders, Parent and R.H. Donnelley Inc., the Second Letter Agreement, dated as of January 3, 2003, by and among the Stockholders, Parent and R.H. Donnelley Inc. and the Third Letter Agreement, dated as of July 22, 2003, by and among the Stockholders, Parent and R.H. Donnelley Inc.
	(g) “Rights Agreement” means the Rights Agreement, dated as of October 27, 1998, as amended, by and between Parent and The Bank of New York, as successor Rights Agent.
	(h) “Securities” means the Preferred Stock together with any shares of Parent Common Stock or other securities of Parent held by a Stockholder as of the date hereof or acquired by a Stockholder in any capacity or form after the date hereof and prior to the termination of this Agreement whether pursuant to open market or other purchase or upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities (including, without limitation, any shares of Parent Common Stock issued to a Stockholder upon any exercise of the Warrants or conversion of any shares of Preferred Stock), or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

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	(i) “Warrants” means the warrants to purchase shares of Parent Common Stock issued pursuant to the Purchase Agreement.

	(i) Representations and Warranties; Covenants. The representations and warranties of the Stockholders contained in this Agreement shall be true and correct in all material respects (disregarding for these purposes any materiality, material adverse effect or corollary qualifications contained therein) on and

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	as of the date of this Agreement and on and as of the Closing with the same effect as though made on and as of such date, and the Stockholders shall have in all material respects performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement to be performed by the Stockholders at or prior to the Closing.
	(ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby.
	(iii) Stock Certificates and Stock Powers. Parent shall have received stock certificates representing the Purchased Shares owned by the Stockholders with duly executed stock powers attached for transfer to Parent.
	(iv) Resignation of Directors. The members of Parent’s board of directors designated by the Stockholders pursuant to the Certificate of Designations or otherwise shall have submitted letters of resignation to Parent and the Parent board of directors.
	(v) Stockholders’ Officer Certificates. Parent shall have received a certificate from each Stockholder, in form and substance reasonably satisfactory to Parent, dated as of the Closing, duly executed by an authorized signatory of each such Stockholder, certifying that the conditions set forth in Section 2.3(a)(i) and (ii) have been satisfied.

	(i) Representations and Warranties; Covenants. The representations and warranties of Parent contained in this Agreement shall be true and correct in all material respects (disregarding for these purposes any materiality, Material Adverse Effect or corollary qualifications contained therein) on and as of the date of this Agreement and on and as of the Closing with the same effect as though made on and as of such date, and Parent shall have in all material respects performed all obligations and complied with all agreements, undertakings, covenants and conditions required under this Agreement to be performed by Parent at or prior to the Closing.
	(ii) No Injunction. There shall not be in effect any statute, law, regulation, rule, order, decree or injunction of a Governmental Entity of competent jurisdiction that enjoins or prohibits consummation of the transactions contemplated hereby.
	(iii) Payment of the Specified Purchase Price. Such Stockholder shall have received payment of the Specified Purchase Price by bank wire transfer to an account or accounts designated in writing for this purpose by such Stockholder to Parent at least two business days prior to the Closing.
	(iv) Parent’s Officer Certificate. The Stockholders shall have received a certificate from Parent, in form and substance reasonably satisfactory to the Stockholders, dated as of the Closing, duly executed by an authorized officer of Parent, certifying that the conditions set forth in Section 2.3(b)(i) and (ii) have been satisfied.

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	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A STOCK PURCHASE AND SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN STOCKHOLDERS OF R.H. DONNELLEY CORPORATION SIGNATORY THERETO.”

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	(a) Organization; Authorization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the Merger Agreement and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Merger Agreement and the performance by Parent of its covenants and agreements under this Agreement and the Merger Agreement have been duly and validly authorized by the board of directors of Parent, and no other corporate proceedings on the part of Parent (including, without limitation, any stockholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement and the Merger Agreement or the consummation of the transactions contemplated hereby and thereby, except as contemplated by the Merger Agreement. This Agreement and the Merger Agreement have been duly executed and delivered by Parent and constitute the valid and binding agreement of Parent, enforceable against Parent in accordance with their terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
	(b) No Conflicts. Neither the execution and delivery of this Agreement or the Merger Agreement nor the consummation of the transactions contemplated by this Agreement or the Merger Agreement will (i) conflict with or result in any breach of any provision of the incorporation documents or by-laws of Parent or any of its subsidiaries (after giving effect to the transactions contemplated by the Merger Agreement, including, without limitation, the amendment to the by-laws contemplated thereby), (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any court, department, body, board, bureau, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign (“Governmental Entity”), (iii) violate, conflict with or result in a default (or any event that, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any (A) note, mortgage, indenture, credit agreement, other evidence of indebtedness or guarantee or (B) license, agreement, lease or other contract, instrument or obligation, to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their respective assets may be bound or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to Parent or any of its subsidiaries, excluding from the foregoing clauses (ii) and (iii) such requirements, violations, conflicts, defaults or rights that would not, individually or in the aggregate, constitute a Material Adverse Effect or with respect to which consents or waivers are required to be obtained to consummate the Merger and the transactions contemplated by the Merger Agreement.
	(c) Solvency. Parent is not, and after giving effect to any financing obtained by Parent or its Affiliates in connection with the consummation of the transactions contemplated by this Agreement or the Merger Agreement (the “Financing”), the Merger and the transactions contemplated by the Merger Agreement, and the purchase of the Purchased Shares, will not be, insolvent within the meaning of Title 11 of the United States Code, the DGCL or the General Laws of the State of New York.

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	(d) No Other Representation. Except for the representations of Parent contained in this Agreement, Parent makes no other representation or warranties, express or implied.

	(a) Organization; Authorization. Such Stockholder is a limited partnership duly organized and validly existing under the laws of the state or country of its jurisdiction of formation. Such Stockholder has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement and the performance by such Stockholder of its covenants and agreements under this Agreement have been duly and validly authorized by the general partner of such Stockholder, and no further proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes, or as of the Closing will constitute, the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
	(b) No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) conflict with or result in any breach of any provision of the organization documents or by-laws of such Stockholder, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, (iii) violate, conflict with or result in a default (or any event that, with notice or lapse of time or both, would constitute a default) or require any consent under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, mortgage, indenture, other evidence of indebtedness, guarantee, license, agreement, lease or other contract, instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound or (iv) violate any order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder, excluding from the foregoing clauses (ii) and (iii) such requirements, violations, conflicts, defaults or rights that would not adversely affect the ability of such Stockholder to consummate the transactions contemplated by this Agreement.
	(c) Purchased Shares and Interest. Such Stockholder is the sole record and beneficial owner of the Preferred Stock owned by such Stockholder as set forth opposite such Stockholder’s name on Schedule A attached hereto under the caption “Shares of Preferred Stock Beneficially Owned” and has good and marketable title to such Preferred Stock, free and clear of any Liens. No Stockholder owns any shares of Preferred Stock or any other Securities of Parent except for the Preferred Stock set forth on Schedule A and the Warrants.
	(d) No Other Representation. Except for the representations of such Stockholder contained in this Agreement, such Stockholder makes no other representation or warranties, express or implied.

	(a) by mutual written consent of each of the Stockholders and Parent;
	(b) by the Stockholders if the Closing shall not have occurred prior to the Outside Date, unless the failure of such occurrence shall be due to the failure by the Stockholders seeking to terminate this Agreement to perform or observe any agreement set forth herein required to be performed or observed by the Stockholders on or before the Closing;

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	(c) by either Parent or the Stockholders if the other party breaches any of its representations, warranties or covenants contained in this Agreement in any material respect and such breach is not cured within 10 days after receipt by the breaching party of written notice of such breach from the non-breaching party; or
	(d) by Parent or the Stockholders if a Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

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	GS Capital Partners 2000, L.P.
	GS Capital Partners 2000 Offshore, L.P.
	GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
	GS Capital Partners 2000 Employee Fund, L.P.
	Goldman Sachs Direct Investment Fund 2000, L.P.
	c/o Goldman, Sachs & Co.
	85 Broad Street
	New York, New York 10004
	Phone:        (212) 902-1000
	Fax:           (212) 357-5505
	Attention: Mr. Stuart Katz
	Attention: Ben Adler, Esq.

	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Phone:        (212) 859-8000
	Fax:           (212) 859-8586
	Attention: David N. Shine, Esq.

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	R.H. Donnelley Corporation
	1001 Winstead Drive
	Cary, North Carolina 27513
	Phone:        (919) 297-1600
	Fax:           (919) 297-1518
	Attention: Robert J. Bush, Esq

	Jones Day
	901 Lakeside Avenue
	Cleveland, Ohio 44114
	Phone:        (216) 586-3939
	Fax:           (216) 579-0212
	Attention: Thomas C. Daniels, Esq.

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	R.H. DONNELLEY CORPORATION

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel and Corporate Secretary

	R.H. DONNELLEY INC.

	By:	/s/ Robert J. Bush

	Name: Robert J. Bush

	Title:	Vice President, General Counsel and Corporate Secretary

	GS CAPITAL PARTNERS 2000, L.P.

	By:	GS Advisors 2000, L.L.C.

	Its General Partner

	By:	/s/ Stuart Katz

	Name: Stuart Katz
	Title: Vice President
	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.

	By:	GS Advisors 2000, L.L.C.

	Its General Partner

	By:	/s/ Stuart Katz

	Name: Stuart Katz
	Title: Vice President

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	GS CAPITAL PARTNERS 2000 GmbH & CO.
	BETEILIGUNGS KG

	By:	Goldman Sachs Management GP GmbH

	Its General Partner

	By:	/s/ Stuart Katz

	Name: Stuart Katz
	Title: Vice President
	GS CAPITAL PARTNERS 2000 EMPLOYEE
	FUND, L.P.

	By:	GS Employee Funds 2000 GP, L.L.C.

	Its General Partner

	By:	/s/ Stuart Katz

	Name: Stuart Katz
	Its: Vice President
	GOLDMAN SACHS DIRECT INVESTMENT FUND
	2000, L.P.

	By:	GS Employee Funds 2000 GP, L.L.C.

	Its General Partner

	By:	/s/ Stuart Katz

	Name: Stuart Katz
	Title: Vice President

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		Shares of
		Preferred Stock
Stockholder		Beneficially Owned
GS Capital Partners 2000, L.P.			55,313
GS Capital Partners 2000 Offshore, L.P.			20,098
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG			2,311
GS Capital Partners 2000 Employee Fund, L.P.			17,564
Goldman Sachs Direct Investment Fund 2000, L.P.			5,015

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	Very truly yours,
	J.P. MORGAN SECURITIES INC.

	By:	/s/ Richard P. Gabriel

	Name: Richard P. Gabriel
	Title: Vice President
	JPMORGAN CHASE BANK, N.A.

	By:	/s/ Gary Spevack

	Name: Gary Spevack
	Title: Vice President

By:	/s/ Jennifer Apker

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Borrower:		Delta West.
Acquisition and Other Transactions:		R.H. Donnelly Corporation (the “Company”) intends to acquire (the “Acquisition”) all of the outstanding stock of the company separately identified as “Delta” (the “Target”) from the existing holders of such capital stock (the “Sellers”). The Acquisition will be effected in accordance with a definitive merger agreement (the “Merger Agreement”) to be entered into by the Company, the Target and/or one or more of their respective affiliates. The Company intends to finance the Acquisition and related transactions from the following sources: (a) the issuance of new common stock of the Company to the Sellers with an agreed valuation of $2,359,500,000 (the “New Equity”); (b) $1,842,000,000 in cash proceeds (the “Company Holdco Financing”) from either (i) the issuance by the Company of senior notes (the “Company Holdco Notes”) in a public offering or Rule 144A private placement or (ii) in the event the Company is unable to issue the full amount of the Company Holdco Notes at or prior to the time the Acquisition is consummated, borrowings under a senior bridge facility of the Company (the “Company Holdco Facility”); (c) $250,000,000 in cash proceeds (the “Target Holdco Financing”) from either (i) the issuance by the Target of senior notes (the “Target Holdco Notes” and, together with the Company Holdco Notes, the “Holdco Notes”) in a public offering or Rule 144A private placement or (ii) in the event the Target is unable to issue the full amount of the Target Holdco Notes at or prior to the time the Acquisition is consummated, borrowings under a senior bridge facility of the Target (the “Target Holdco Facility”); and (d) the Target will obtain the Incremental Tranche B Delta West Facility (as defined below).
		The proceeds of the Incremental Tranche B Delta West Facility (as defined below), together with the proceeds of the New Equity, the Company Holdco Financing and the Target Holdco Financing, with be used to finance the Transaction and to pay the related fees and expenses. References herein to the “Transaction” shall include the financings described herein and all other transactions related to the Transaction.

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Administrative Agent:		JPMorgan Chase Bank, N.A. (“JPMCB”, in such capacity, the “Administrative Agent”) will continue to act as sole Administrative Agent for the Lenders under the Delta West Credit Agreement.
Sole Arranger and Sole Bookrunner:		J.P. Morgan Securities, Inc. (“JPMorgan”, in such capacity, the “Arranger”)
Amendment and Restatement of Delta West Credit Agreement:		In connection with the Transactions, the Delta West Credit Agreement will be amended and restated (the “Delta West Amendments”) as described below in order to, among other things, permit the Acquisition and to provide the Incremental Tranche B Delta West Facility, subject to the terms and conditions contemplated hereby. The existing senior secured Tranche A term loan facility (the “Existing Senior Secured Tranche A Term Loan Facility”), the existing senior secured Tranche B term loan facility (the “Existing Senior Secured Tranche B Term Loan Facility” and, together with the Existing Senior Secured Tranche A Term Loan Facility, the “Existing Term Loan Facilities”) and the existing senior revolving credit facility (the “Existing Senior Revolving Credit Facility” and, together with the Existing Senior Secured Tranche A Term Loan Facility and the Existing Senior Secured Tranche B Term Loan Facility, the “Existing Facilities”) under the Delta West Credit Agreement will remain in place.
Amendments to Terms of Existing Facilities:		As described on Schedule II to the Commitment Letter.
Incremental Tranche B Delta West Facility:		In addition to the Existing Facilities, the Delta West Amendments will provide for an additional senior secured Tranche B term loan in an aggregate principal amount of up to $503,000,000 (the “Incremental Tranche B Delta West Facility”).
Purpose:		The proceeds of the loans made under the Incremental Tranche B Delta West Facility, together with the proceeds of the New Equity, the Company Holdco Financing and the Target Holdco Financing, will be used by the Company to finance the Transaction and to pay fees and expenses incurred in connection with the Transactions.
Availability:		The full amount of the Incremental Tranche B Delta West Facility must be drawn in a single drawing on the date (the “Delta West Amendments Closing Date”) on which the Delta West Amendments become effective and the Acquisition is consummated. Amounts borrowed under the Incremental Tranche B Delta West Facility that are repaid or prepaid may not be reborrowed.
Interest Rates and Fees:		(A) The commitment fees in respect of the Existing Senior Revolving Credit Facility and the interest rates in respect of the Existing Facilities will not be changed.
		(B) Loans under the Incremental Tranche B Delta West Facility will bear interest at the same rates as the Existing Senior Secured Tranche B Term Loan Facility, which are (i) Adjusted LIBOR plus 1.75% per annum (determined according to a pricing grid by reference to the Leverage Ratio) or (ii) Alternate Base Rate plus 0.75% per annum (determined according to such pricing grid).

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		“Adjusted LIBOR” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a three-month period appearing on Page 3750 of the Telerate screen, provided that in the event that Adjusted LIBOR cannot be determined on the Closing Date, the Alternate Base Rate (as defined below) on the Closing Date shall be substituted in lieu thereof.
		“Alternate Base Rate” means the greater of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City and (ii) the federal funds effective rate from time to time plus 0.50%.
Final Maturity and Amortization:		(A) The maturity of the Existing Facilities and the amortization of the Existing Term Loan Facilities will not be changed.
		(B) The Incremental Tranche B Delta West Facility will mature on the same date as the Existing Senior Secured Tranche B Term Loan Facility and will amortize in quarterly installments in amounts proportional to the amortization of the Existing Senior Secured Tranche B Term Loan Facility.
Guarantees and Security:		All obligations of Delta West in respect of the Incremental Tranche B Delta West Facility will be guaranteed and secured on the same basis as, and ratably with, the Existing Facilities.
Prepayments:		Loans under the Incremental Tranche B Delta West Facility will be subject to mandatory and optional prepayment on the same terms as are applicable to loans under the Existing Senior Secured Tranche B Term Loan Facility, as amended by the contemplated Delta Credit Agreement Amendments.
Documentation:		Substantially consistent with the Delta West Credit Agreement, as amended by the contemplated Delta Credit Agreement Amendments (such documentation, the “Incremental Tranche B Delta West Facility Documentation”).
Conditions Precedent to Delta West Amendments and Borrowing under the Incremental Tranche B Delta West Facility:		The availability of the Incremental Tranche B Delta West Facility shall be conditioned upon the satisfaction of the conditions set forth in Exhibit F.
Representations, Covenants, Events of Default and Other Provisions:		Substantially the same as the representations, covenants, events of default and other provisions included in the Delta West Credit Agreement and related documentation, modified as appropriate to permit the Acquisition and the Incremental Tranche B Delta West Facility and as otherwise described herein.
Governing Law and Forum:		New York.
Counsel to the Administrative Agent and the Arranger:		Simpson Thacher & Bartlett LLP.

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Initial Loans:		The Lenders (as defined below) will make unsecured loans (the “Initial Loans”) to the Company on the Closing Date (as defined below) in an aggregate principal amount not to exceed $1,842,000,000 (the “Company Holdco Facility”).
Borrower:		The Company.
Guarantors:		None.
Administrative Agent:		JPMorgan Chase Bank, N.A. (“JPMCB”; in such capacity, the “Administrative Agent”) will act as Administrative Agent for the Lenders holding the Initial Loans from time to time.
Sole Lead Arranger and Sole Bookrunner:		J.P. Morgan Securities Inc. (“JPMorgan”; in such capacity, the “Arranger”).
Lenders:		JPMCB and any other holder of any portion of the Initial Loans or of any commitment to make the Initial Loans are collectively referred to as the “Lenders.”
Use of Proceeds:		The proceeds of the Initial Loans will be used to provide funds to finance the Transaction and the other transactions related thereto and contemplated thereby, and to pay related fees and expenses.
Funding:		The Lenders will make the Initial Loans simultaneously with the consummation of the Transaction. The date on which such Initial Loans are made and the Transaction is consummated is herein called the “Closing Date.”
Maturity/ Exchange:		The Initial Loans will initially mature on the date that is 12 months following the Closing Date (the “Initial Loan Maturity Date”). The maturity of the Initial Loans shall be extended as provided below. If any Initial Loan has not been previously repaid in full on or prior to the Initial Loan Maturity Date, the Lender in respect of such Initial Loan will have the option at any time or from time to time to receive Exchange Notes (the “Exchange Notes”) in exchange for such Initial Loan having the terms set forth in the term sheet attached hereto as Annex I; provided, that a Lender may not elect to exchange only a portion of its outstanding Initial Loans for Exchange Notes unless such Lender intends at the time of such partial exchange of Initial

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		Loans promptly to sell the Exchange Notes received in such exchange. The maturity of any Initial Loans that are not exchanged for Exchange Notes on the Initial Loan Maturity Date shall automatically be extended to the tenth anniversary of the Closing Date.
		The Initial Loans and the Exchange Notes shall be pari passu for all purposes.
Interest:		Prior to the Initial Loan Maturity Date, the Initial Loans will accrue interest at a rate per annum equal to 7.875% (or, in the event the Company Holdco Facility is not rated at least Caa1 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, 8.375%).
		Such interest rate will increase by an additional 100 basis points at the end of the first six months following the Closing Date and by 50 basis points at the end of each three-month period thereafter until the Initial Loan Maturity Date.
		Notwithstanding the foregoing, the interest rate in effect at any time prior to the Initial Loan Maturity Date shall not exceed the greater of (i) 10.25% per annum and (ii) the J.P. Morgan Securities Inc. High Yield Index Rate on the Closing Date plus 2.50%, but in no event shall the interest rate in effect at any time prior to the Initial Loan Maturity Date exceed 11.0%. In the event the Company Holdco Facility is not rated at least Caa1 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, each of the foregoing percentages shall be increased by 0.50%. During the period an event of default occurs and is continuing, the interest rate will increase by 200 basis points with respect to any amounts overdue.
		Following the Initial Loan Maturity Date, all outstanding Initial Loans will accrue interest at the rate provided for Exchange Notes in Annex I hereto, subject to the absolute caps applicable to Exchange Notes.
		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
		Interest will be payable in arrears (a) at the end of each fiscal quarter of the Company following the Closing Date and on the Initial Loan Maturity Date and (b) for Initial Loans outstanding after the Initial Loan Maturity Date, at the end of each fiscal quarter of the Company following the Initial Loan Maturity Date and on the final maturity date.
Mandatory Redemption:		On or prior to the Initial Loan Maturity Date, the Company will be required to prepay Initial Loans on a pro rata basis, at par plus accrued and unpaid interest from the net proceeds (after deduction of, among other things, amounts required, if any, to repay any senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, the incurrence of any debt (other than debt permitted under any senior secured credit facilities, with the exception of any outstanding senior bonds) and the issuance of any equity not applied to the

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		payment of loans under any senior secured credit facility, in each case subject to exceptions and baskets to be agreed. In addition, the Company will be required to offer to redeem the Initial Loans upon the occurrence of a change of control (which offer shall be at par plus accrued and unpaid interest).
Optional Prepayment:		The Initial Loans may be prepaid, in whole or in part, at the option of the Company, at any time upon three days’ prior notice, at par plus accrued and unpaid interest, if any, without premium or penalty. If the Company elects to optionally prepay all or any portion of the Initial Loans, then the Company shall be required to optionally redeem on a pro rata basis outstanding Exchange Notes, if any, subject to certain circumstances, to the non-call provisions of any Exchange Notes, at par plus accrued and unpaid interest, if any.
Documentation:		Substantially consistent with the RHD Credit Agreement, with usual and customary changes for a bridge facility to be agreed (such documentation, the “Company Holdco Facility Documentation”).
Conditions Precedent:		The availability of the Company Holdco Facility shall be conditioned upon the satisfaction of the conditions set forth in Exhibit F.
Representations and Warranties:		Substantially consistent with the RHD Credit Agreement, with usual and customary changes for a bridge facility to be agreed.
Covenants:		Restrictions on the incurrence of indebtedness, the payment of dividends, redemption of capital stock and making certain investments, the incurrence of liens, the sale of assets and the sale of subsidiary stock, entering into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, entering into affiliate transactions, entering into mergers, consolidations and sales of substantially all the assets of the Company and its subsidiaries and requirements as to future subsidiary guarantors that guaranty other indebtedness of the Company (other than the guaranty by the Company of the RHD Credit Agreement). Prior to the Initial Loan Maturity Date, the covenants will be more restrictive than those in the Exchange Notes. Following the Initial Loan Maturity Date, the covenants relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Events of Default:		Substantially consistent with the RHD Credit Agreement, with usual and customary changes for a bridge facility to be agreed. Following the Initial Loan Maturity Date, the events of default relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Cost and Yield Protection:		Usual for facilities and transactions of this type.
Assignment and Participation:		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to assign Initial Loans and commitments without the consent of the Company. The Administrative Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation that will release the obligation of the assigning Lender.

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		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to participate their Initial Loans to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.
Voting:		Amendments and waivers of the Company Holdco Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Initial Loans, except that (i) the consent of each affected Lender will be required for (a) reductions of principal or interest rates, (b) except as provided under “Maturity/ Exchange” above, extensions of the Initial Loan Maturity Date, (c) additional restrictions on the right to exchange Initial Loans for Exchange Notes or any amendment of the rate of such exchange and (d) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (ii) the consent of 100% of the Lenders shall be required with respect to (a) modifications to any of the voting percentages and (b) modifications to the redemption provisions. A replacement of Lenders provision will apply in a manner to be agreed.
Expenses and Indemnification:		The Company Holdco Facility Documentation shall provide that the Company shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Arranger associated with the syndication of the Company Holdco Facility (excluding fees paid to Lenders to participate in the Company Holdco Facility) and the preparation, execution, delivery and administration of the Company Holdco Facility Documentation and any amendment, waiver or modification with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Administrative Agent, the Arranger and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Company Holdco Facility Documentation.
		The Administrative Agent, the Arranger and the Lenders (and their respective affiliates, controlling persons, officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the proposed transactions, including, but not limited to, the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person.
Governing Law and Forum:		New York.
Counsel to the Administrative Agent and the Arranger:		Simpson Thacher & Bartlett LLP.

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Issuer:		The Company will issue Exchange Notes under an indenture that complies with the Trust Indenture Act (the “Indenture”). The Company in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”
Guarantors:		None.
Principal Amount:		The Exchange Notes will be available only in exchange for the Initial Loans on or after the Initial Loan Maturity Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Loan for which it is exchanged. In the case of the initial exchange by Lenders, the minimum amount of Initial Loans to be exchanged for Exchange Notes shall equal 10% of the outstanding principal amount of the Initial Loans on the date of such exchange.
Maturity:		The Exchange Notes will mature on the tenth anniversary of the Closing Date.
Interest Rate:		The Exchange Notes will bear interest at a rate equal to the Initial Rate (as defined below) plus the Exchange Spread (as defined below). Notwithstanding the foregoing, the interest rate in effect at any time shall not exceed the greater of (i) 10.25% per annum and (ii) the J.P. Morgan Securities Inc. High Yield Index Rate on the Closing Date plus 2.50%, but in no event shall the interest rate in effect at any time exceed 11.0%. In the event the Company Holdco Facility is not rated at least Caa1 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, each of the foregoing percentages shall be increased by 0.50%.
		“Exchange Spread” shall equal zero basis points during the three month period commencing on the Initial Loan Maturity Date and shall increase by 50 basis points at the beginning of each subsequent three month period.
		“Initial Rate” shall be determined on the Initial Loan Maturity Date and shall equal the interest rate borne by the Initial Loans on the day immediately preceding the Initial Loan Maturity Date plus 50 basis points.
		Interest will be payable in arrears at the end of each semi-annual fiscal period.
Mandatory Redemption:		The Issuer will be required to make an offer to redeem the Exchange Notes (and, if outstanding, prepay the Initial Loans) on a pro rata basis, at par plus accrued and unpaid interest (or, in the case of Fixed Rate Exchange Notes, at par plus accrued and unpaid interest plus any applicable premiums), from the net proceeds (after deduction of, among other things, amounts required to pay any

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		senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, subject to exceptions and baskets to be agreed. In addition, the Issuer will be required to offer to redeem the Exchange Notes upon the occurrence of a change of control (which offer shall be at 101% of the principal amount of such Exchange Notes, plus accrued and unpaid interest).
Optional Redemption:		Subject to the following sentence, the Exchange Notes will be redeemable at the option of the Issuer, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date. If any Exchange Note is sold by a Lender to a third party purchaser, such Lender shall have the right to fix the interest rate on such Exchange Note (a “Fixed Rate Exchange Note”) at a rate equal to the greater of (a) the then applicable rate of interest or (b) upon the representation of such transferring Lender that a higher rate (such higher rate, the “Transfer Rate”) is necessary in order to permit such Lender to transfer such Exchange Note to a third party and receive consideration equal to the principal amount thereof plus all accrued and unpaid interest to the date of such transfer, the Transfer Rate; provided, that such Transfer Rate shall not exceed the absolute and cash maximum interest rates applicable to the Exchange Notes. If such Lender exercises such right, such Exchange Note will be (a) non-callable for the first five years from the Initial Loan Maturity Date and (b) thereafter, callable at par plus accrued interest plus a premium equal to (i) 50% of the coupon in effect on the date of sale of such Exchange Note to a third party purchaser or (ii) if the Transfer Rate was used, 50% of the Transfer Rate, which premium in either case shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the maturity of the Exchange Notes, provided that, such call protection shall not apply to any call for redemption issued prior to the sale to such third party purchaser.
		If the Issuer elects to optionally redeem all or any portion of the Exchange Notes, then the Issuer shall be required to optionally prepay on a pro rata basis outstanding Initial Loans, at par plus accrued and unpaid interest.
Registration Rights:		The Issuer will file within 120 days after the Initial Loan Maturity Date, and will use its commercially reasonable efforts to cause to become effective as soon thereafter as practicable, a shelf registration statement with respect to the Exchange Notes (a “Shelf Registration Statement”) or a registration statement relating to a Registered Exchange Offer (as described below). If a Shelf Registration Statement is filed, the Issuer will keep such registration statement effective and available (subject to customary exceptions including various blackout and suspension periods) until the applicable of Exchange Notes are resold thereunder but in no event longer than two years from the Closing Date. If within 180 days from the Initial Loan Maturity Date, a Shelf Registration Statement for the Exchange Notes has not been declared effective or the Issuer has not effected an exchange offer (a “Registered Exchange Offer”) whereby the Issuer has offered registered notes having terms

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		identical to the Exchange Notes (the “Substitute Notes”) in exchange for all outstanding Exchange Notes and Initial Loans (it being understood that a Shelf Registration Statement is required to be made available in respect of Exchange Notes the holders of which could not receive Substitute Notes through the Registered Exchange Offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Exchange Notes acquired for its own account as a result of a market making or other trading activities)), then the Issuer will pay liquidated damages of 0.25% per annum (which rate shall increase by an additional 0.25% per annum at the end of each 90-day period, up to a maximum of 1.00% per annum) on the principal amount of Exchange Notes and Initial Loans outstanding to holders thereof who are, or would be, unable freely to transfer Exchange Notes from and including the 181st day after the date of the first issuance of Exchange Notes to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages may be payable, at the option of the Company, in the form of additional Initial Loans or Exchange Notes, as applicable, if the then interest rate thereon exceeds the applicable cash interest rate cap). The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.
Right to Transfer Exchange Notes:		The holders of the Exchange Notes shall have the absolute and unconditional right to transfer such Exchange Notes in compliance with applicable law to any third parties.
Covenants:		Substantially consistent with the indentures governing the Company’s existing senior notes, except as otherwise agreed.
Events of Default:		Substantially consistent with the indentures governing the Company’s existing senior notes, except as otherwise agreed.
Governing Law and Forum:		New York.

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Initial Loans:		The Lenders (as defined below) will make unsecured loans (the “Initial Loans”) to the Target on the Closing Date (as defined below) in an aggregate principal amount not to exceed $250,000,000 (the “Target Holdco Facility”).
Borrower:		The Target.
Guarantors:		None.
Administrative Agent:		JPMorgan Chase Bank, N.A. (“JPMCB”; in such capacity, the “Administrative Agent”) will act as Administrative Agent for the Lenders holding the Initial Loans from time to time.
Sole Lead Arranger and Sole Bookrunner:		J.P. Morgan Securities Inc. (“JPMorgan”; in such capacity, the “Arranger”).
Lenders:		JPMCB and any other holder of any portion of the Initial Loans or of any commitment to make the Initial Loans are collectively referred to as the “Lenders.”
Use of Proceeds:		The proceeds of the Initial Loans will be used to provide funds to finance the Transaction and the other transactions related thereto and contemplated hereby, and to pay related fees and expenses.
Funding:		The Lenders will make the Initial Loans simultaneously with the consummation of the Transaction. The date on which such Initial Loans are made and the Transaction is consummated is herein called the “Closing Date.”
Maturity/ Exchange:		The Initial Loans will initially mature on the date that is 12 months following the Closing Date (the “Initial Loan Maturity Date”). The maturity of the Initial Loans shall be extended as provided below. If any Initial Loan has not been previously repaid in full on or prior to the Initial Loan Maturity Date, the Lender in respect of such Initial Loan will have the option at any time or from time to time to receive Exchange Notes (the “Exchange Notes”) in exchange for such Initial Loan having the terms set forth in the term sheet attached hereto as Annex I; provided, that a Lender may not elect to exchange only a portion of its outstanding Initial Loans for Exchange Notes unless such Lender intends at the time of such partial exchange of Initial Loans promptly to sell the Exchange Notes received in such

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		exchange. The maturity of any Initial Loans that are not exchanged for Exchange Notes on the Initial Loan Maturity Date shall automatically be extended to the tenth anniversary of the Closing Date.
		The Initial Loans and the Exchange Notes shall be pari passu for all purposes.
Interest:		Prior to the Initial Loan Maturity Date, the Initial Loans will accrue interest at a rate per annum equal to 7.125% (or, in the event the Target Holdco Facility is not rated at least B3 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, 7.625%).
		Such interest rate will increase by an additional 100 basis points at the end of the first six months following the Closing Date and by 50 basis points at the end of each three-month period thereafter until the Initial Loan Maturity Date.
		Notwithstanding the foregoing, the interest rate in effect at any time prior to the Initial Loan Maturity Date shall not exceed the greater of (i) 9.5% per annum and (ii) the J.P. Morgan Securities Inc. High Yield Index Rate on the Closing Date plus 1.75%, but in no event shall the interest rate in effect at any time prior to the Initial Loan Maturity Date exceed 10.25%. In the event the Target Holdco Facility is not rated at least B3 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, each of the foregoing percentages shall be increased by 0.50%. During the period an event of default occurs and is continuing, the interest rate will increase by 200 basis points with respect to any amounts overdue.
		Following the Initial Loan Maturity Date, all outstanding Initial Loans will accrue interest at the rate provided for Exchange Notes in Annex I hereto, subject to the absolute caps applicable to Exchange Notes.
		To the extent the proceeds of any Initial Loan are used to fund purchases of the Target’s 9.0% Senior Discount Notes due 2013 required to be made pursuant to the Change of Control Offers, the interest rate for such Initial Loan shall equal 1.0% more than the rate otherwise applicable thereto.
		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
		Interest will be payable in arrears (a) at the end of each fiscal quarter of the Target following the Closing Date and on the Initial Loan Maturity Date and (b) for Initial Loans outstanding after the Initial Loan Maturity Date, at the end of each fiscal quarter of the Target following the Initial Loan Maturity Date and on the final maturity date.
Mandatory Redemption:		On or prior to the Initial Loan Maturity Date, the Target will be required to prepay Initial Loans on a pro rata basis, at par plus accrued and unpaid interest from the net proceeds (after deduction of, among other things, amounts required, if any, to repay any senior

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		secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, the incurrence of any debt (other than debt permitted under any senior secured credit facilities, with the exception of any outstanding senior bonds) and the issuance of any equity not applied to the payment of loans under any senior secured credit facility, in each case subject to exceptions and baskets to be agreed. In addition, the Target will be required to offer to redeem the Initial Loans upon the occurrence of a change of control (which offer shall be at par plus accrued and unpaid interest).
Optional Prepayment:		The Initial Loans may be prepaid, in whole or in part, at the option of the Target, at any time upon three days’ prior notice, at par plus accrued and unpaid interest, if any, without premium or penalty. If the Target elects to optionally prepay all or any portion of the Initial Loans, then the Target shall be required to optionally redeem on a pro rata basis outstanding Exchange Notes, if any, subject to certain circumstances, to the non-call provisions of any Exchange Notes, at par plus accrued and unpaid interest, if any.
Documentation:		Substantially consistent with the Delta Credit Agreements, with usual and customary changes for a bridge facility to be agreed (such documentation, the “Target Holdco Facility Documentation”).
Conditions Precedent:		The availability of the Target Holdco Facility shall be conditioned upon the satisfaction of the conditions set forth in Exhibit F.
Representations and Warranties:		Substantially consistent with the Delta Credit Agreements, with usual and customary changes for a bridge facility to be agreed.
Covenants:		Restrictions on the incurrence of indebtedness, the payment of dividends, redemption of capital stock and making certain investments, the incurrence of liens, the sale of assets and the sale of subsidiary stock, entering into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, entering into affiliate transactions, entering into mergers, consolidations and sales of substantially all the assets of the Target and its subsidiaries and requirements as to future subsidiary guarantors that guaranty other indebtedness of the Target. Prior to the Initial Loan Maturity Date, the covenants will be more restrictive than those in the Exchange Notes. Following the Initial Loan Maturity Date, the covenants relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Events of Default:		Substantially consistent with the Delta Credit Agreements, with usual and customary changes for a bridge facility to be agreed. Following the Initial Loan Maturity Date, the events of default relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Cost and Yield Protection:		Usual for facilities and transactions of this type.
Assignment and Participation:		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to assign Initial Loans and commitments without the consent of the Target. The Administrative Agent will receive a processing

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		and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation that will release the obligation of the assigning Lender.
		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to participate their Initial Loans to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.
Voting:		Amendments and waivers of the Target Holdco Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Initial Loans, except that (i) the consent of each affected Lender will be required for (a) reductions of principal or interest rates, (b) except as provided under “Maturity/ Exchange” above, extensions of the Initial Loan Maturity Date, (c) additional restrictions on the right to exchange Initial Loans for Exchange Notes or any amendment of the rate of such exchange and (d) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (ii) the consent of 100% of the Lenders shall be required with respect to (a) modifications to any of the voting percentages and (b) modifications to the redemption provisions. A replacement of Lenders provision will apply in a manner to be agreed.
Expenses and Indemnification:		The Target Holdco Facility Documentation shall provide that the Target shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Arranger associated with the syndication of the Target Holdco Facility (excluding fees paid to Lenders to participate in the Target Holdco Facility) and the preparation, execution, delivery and administration of the Target Holdco Facility Documentation and any amendment, waiver or modification with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Administrative Agent, the Arranger and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Target Holdco Facility Documentation.
		The Administrative Agent, the Arranger and the Lenders (and their respective affiliates, controlling persons, officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the proposed transactions, including, but not limited to, the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person.
Governing Law and Forum:		New York.
Counsel to the Administrative Agent and the Arranger:		Simpson Thacher & Bartlett LLP.

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Issuer:		The Target will issue Exchange Notes under an indenture that complies with the Trust Indenture Act (the “Indenture”). The Target in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”
Guarantors:		None.
Principal Amount:		The Exchange Notes will be available only in exchange for the Initial Loans on or after the Initial Loan Maturity Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Loan for which it is exchanged. In the case of the initial exchange by Lenders, the minimum amount of Initial Loans to be exchanged for Exchange Notes shall equal 10% of the outstanding principal amount of the Initial Loans on the date of such exchange.
Maturity:		The Exchange Notes will mature on the tenth anniversary of the Closing Date.
Interest Rate:		The Exchange Notes will bear interest at a rate equal to the Initial Rate (as defined below) plus the Exchange Spread (as defined below). Notwithstanding the foregoing, the interest rate in effect at any time shall not exceed the greater of (i) 9.5% per annum and (ii) the J.P. Morgan Securities Inc. High Yield Index Rate on the Closing Date plus 1.75%, but in no event shall the interest rate in effect at any time exceed 10.25%. In the event the Target Holdco Facility is not rated at least B3 or better by Moody’s and at least B or better by S&P, in each case with a stable or better outlook, each of the foregoing percentages shall be increased by 0.50%.
		“Exchange Spread” shall equal zero basis points during the three month period commencing on the Initial Loan Maturity Date and shall increase by 50 basis points at the beginning of each subsequent three month period.
		“Initial Rate” shall be determined on the Initial Loan Maturity Date and shall equal the interest rate borne by the Initial Loans on the day immediately preceding the Initial Loan Maturity Date plus 50 basis points.
		Interest will be payable in arrears at the end of each semi-annual fiscal period.
Mandatory Redemption:		The Issuer will be required to make an offer to redeem the Exchange Notes (and, if outstanding, prepay the Initial Loans) on a pro rata basis, at par plus accrued and unpaid interest (or, in the case of Fixed Rate Exchange Notes, at par plus accrued and unpaid interest plus any applicable premiums), from the net proceeds (after deduction of, among other things, amounts required to pay any

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		senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, subject to exceptions and baskets to be agreed. In addition, the Issuer will be required to offer to redeem the Exchange Notes upon the occurrence of a change of control (which offer shall be at 101% of the principal amount of such Exchange Notes, plus accrued and unpaid interest).
Optional Redemption:		Subject to the following sentence, the Exchange Notes will be redeemable at the option of the Issuer, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date. If any Exchange Note is sold by a Lender to a third party purchaser, such Lender shall have the right to fix the interest rate on such Exchange Note (a “Fixed Rate Exchange Note”) at a rate equal to the greater of (a) the then applicable rate of interest or (b) upon the representation of such transferring Lender that a higher rate (such higher rate, the “Transfer Rate”) is necessary in order to permit such Lender to transfer such Exchange Note to a third party and receive consideration equal to the principal amount thereof plus all accrued and unpaid interest to the date of such transfer, the Transfer Rate; provided, that such Transfer Rate shall not exceed the absolute and cash maximum interest rates applicable to the Exchange Notes. If such Lender exercises such right, such Exchange Note will be (a) non-callable for the first five years from the Initial Loan Maturity Date and (b) thereafter, callable at par plus accrued interest plus a premium equal to (i) 50% of the coupon in effect on the date of sale of such Exchange Note to a third party purchaser or (ii) if the Transfer Rate was used, 50% of the Transfer Rate, which premium in either case shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the maturity of the Exchange Notes, provided that, such call protection shall not apply to any call for redemption issued prior to the sale to such third party purchaser.
		If the Issuer elects to optionally redeem all or any portion of the Exchange Notes, then the Issuer shall be required to optionally prepay on a pro rata basis outstanding Initial Loans, at par plus accrued and unpaid interest.
Registration Rights:		The Issuer will file within 120 days after the Initial Loan Maturity Date, and will use its commercially reasonable efforts to cause to become effective as soon thereafter as practicable, a shelf registration statement with respect to the Exchange Notes (a “Shelf Registration Statement”) or a registration statement relating to a Registered Exchange Offer (as described below). If a Shelf Registration Statement is filed, the Issuer will keep such registration statement effective and available (subject to customary exceptions including various blackout and suspension periods) until the applicable of Exchange Notes are resold thereunder but in no event longer than two years from the Closing Date. If within 180 days from the Initial Loan Maturity Date, a Shelf Registration Statement for the Exchange Notes has not been declared effective or the Issuer has not effected an exchange offer (a “Registered Exchange Offer”) whereby the Issuer has offered registered notes having terms

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		identical to the Exchange Notes (the “Substitute Notes”) in exchange for all outstanding Exchange Notes and Initial Loans (it being understood that a Shelf Registration Statement is required to be made available in respect of Exchange Notes the holders of which could not receive Substitute Notes through the Registered Exchange Offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Exchange Notes acquired for its own account as a result of a market making or other trading activities)), then the Issuer will pay liquidated damages of 0.25% per annum (which rate shall increase by an additional 0.25% per annum at the end of each 90-day period, up to a maximum of 1.00% per annum) on the principal amount of Exchange Notes and Initial Loans outstanding to holders thereof who are, or would be, unable freely to transfer Exchange Notes from and including the 181st day after the date of the first issuance of Exchange Notes to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages may be payable, at the option of the Target, in the form of additional Initial Loans or Exchange Notes, as applicable, if the then interest rate thereon exceeds the applicable cash interest rate cap). The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.
Right to Transfer Exchange Notes:		The holders of the Exchange Notes shall have the absolute and unconditional right to transfer such Exchange Notes in compliance with applicable law to any third parties.
Covenants:		Substantially consistent with the indentures governing the Delta Inc. Bonds (as defined in Schedule I to the Commitment Letter), except as otherwise agreed.
Events of Default:		Substantially consistent with the indentures governing the Delta Inc. Bonds, except as otherwise agreed.
Governing Law and Forum:		New York.

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Initial Loans:		The Lenders (as defined below) will make unsecured loans (the “Initial Loans”) to Delta East on the Closing Date (as defined below) in an aggregate principal amount not to exceed the amount required to fund any purchases of Delta East Bonds required to be made pursuant to the Change of Control Offers (the “Delta East Bridge Facility”).
Borrower:		Delta East.
Guarantors:		Each of Delta East’s subsidiaries that are guarantors under the Delta East Credit Agreement.
Administrative Agent:		JPMorgan Chase Bank, N.A. (“JPMCB”; in such capacity, the “Administrative Agent”) will act as Administrative Agent for the Lenders holding the Initial Loans from time to time.
Sole Lead Arranger and Sole Bookrunner:		J.P. Morgan Securities Inc. (“JPMorgan”; in such capacity, the “Arranger”).
Lenders:		JPMCB and any other holder of any portion of the Initial Loans or of any commitment to make the Initial Loans are collectively referred to as the “Lenders.”
Use of Proceeds:		The proceeds of the Initial Loans will be used to fund any purchases of Delta East Bonds required to be made pursuant to the Change of Control Offers.
Funding:		The Lenders will make the Initial Loans simultaneously with the consummation of the Transaction. The date on which such Initial Loans are made and the Transaction is consummated is herein called the “Closing Date.”
Maturity/ Exchange:		The Initial Loans will initially mature on the date that is 12 months following the Closing Date (the “Initial Loan Maturity Date”). The maturity of the Initial Loans shall be extended as provided below. If any Initial Loan has not been previously repaid in full on or prior to the Initial Loan Maturity Date, the Lender in respect of such Initial Loan will have the option at any time or from time to time to receive Exchange Notes (the “Exchange Notes”) in exchange for such Initial Loan having the terms set forth in the term sheet attached hereto as Annex I; provided, that a Lender may not elect to exchange only a

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		portion of its outstanding Initial Loans for Exchange Notes unless such Lender intends at the time of such partial exchange of Initial Loans promptly to sell the Exchange Notes received in such exchange. The maturity of any Initial Loans that are not exchanged for Exchange Notes on the Initial Loan Maturity Date shall automatically be extended to the tenth anniversary of the Closing Date.
		The Initial Loans and the Exchange Notes shall be pari passu for all purposes.
Interest:		Prior to the Initial Loan Maturity Date, each Initial Loan will accrue interest at a rate per annum equal to the coupon of the Delta East Bond being purchased with the proceeds of such Initial Loan.
		Such interest rate will increase by an additional 100 basis points at the end of the first six months following the Closing Date and by 50 basis points at the end of the second three months following the Closing Date.
		The interest rate in effect at any time prior to the Initial Loan Maturity Date for any Initial Loan shall not exceed a rate per annum equal to the coupon of the Delta East Bond being purchased with the proceeds of such Initial Loan plus 1.00%. During the period an event of default occurs and is continuing, the interest rate will increase by 200 basis points with respect to any amounts overdue.
		Following the Initial Loan Maturity Date, all outstanding Initial Loans will accrue interest at the rate provided for Exchange Notes in Annex I hereto.
		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
		Interest will be payable in arrears (a) at the end of each fiscal quarter of Delta East following the Closing Date and on the Initial Loan Maturity Date and (b) for Initial Loans outstanding after the Initial Loan Maturity Date, at the end of each fiscal quarter of Delta East following the Initial Loan Maturity Date and on the final maturity date.
Subordination:		If applicable, the Initial Loans will be subordinated to any senior indebtedness of Delta East on terms similar to those in an indenture governing a high-yield senior subordinated note issue. The subordination provisions will not restrict prepayments of the Initial Loans with proceeds of a permitted refinancing thereof. Delta East will not be permitted to incur any other indebtedness that is subordinated to any senior indebtedness and senior to any other indebtedness of Delta East.
Mandatory Redemption:		On or prior to the Initial Loan Maturity Date, Delta East will be required to prepay Initial Loans on a pro rata basis, at par plus accrued and unpaid interest from the net proceeds (after deduction of, among other things, amounts required, if any, to repay any senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, the incurrence of any debt (other than debt permitted under any senior secured credit

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		facilities, with the exception of any outstanding senior bonds) and the issuance of any equity not applied to the payment of loans under any senior secured credit facility, in each case subject to exceptions and baskets to be agreed. In addition, Delta East will be required to offer to redeem the Initial Loans upon the occurrence of a change of control (which offer shall be at par plus accrued and unpaid interest).
Optional Prepayment:		The Initial Loans may be prepaid, in whole or in part, at the option of Delta East, at any time upon three days’ prior notice, at par plus accrued and unpaid interest, if any, without premium or penalty. If Delta East elects to optionally prepay all or any portion of the Initial Loans, then Delta East shall be required to optionally redeem on a pro rata basis outstanding Exchange Notes, if any, subject to certain circumstances, to the non-call provisions of any Exchange Notes, at par plus accrued and unpaid interest, if any.
Documentation:		Substantially consistent with the Delta East Credit Agreement, with usual and customary changes for a bridge facility to be agreed (such documentation, the “Delta East Bridge Facility Documentation”).
Conditions Precedent:		The availability of the Delta East Bridge Facility shall be conditioned upon the satisfaction of the conditions set forth in Exhibit F.
Representations and Warranties:		Substantially consistent with the Delta East Credit Agreement, with usual and customary changes for a bridge facility to be agreed.
Covenants:		Restrictions on the incurrence of indebtedness, the payment of dividends, redemption of capital stock and making certain investments, the incurrence of liens, the sale of assets and the sale of subsidiary stock, entering into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, entering into affiliate transactions, entering into mergers, consolidations and sales of substantially all the assets of Delta East and its subsidiaries and requirements as to future subsidiary guarantors. Prior to the Initial Loan Maturity Date, the covenants will be more restrictive than those in the Exchange Notes. Following the Initial Loan Maturity Date, the covenants relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Events of Default:		Substantially consistent with the Delta East Credit Agreement, with usual and customary changes for a bridge facility to be agreed. Following the Initial Loan Maturity Date, the events of default relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Cost and Yield Protection:		Usual for facilities and transactions of this type.
Assignment and Participation:		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to assign Initial Loans and commitments without the consent of Delta East. The Administrative Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation that will release the obligation of the assigning Lender.

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		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to participate their Initial Loans to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.
Voting:		Amendments and waivers of the Delta East Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Initial Loans, except that (i) the consent of each affected Lender will be required for (a) reductions of principal or interest rates, (b) except as provided under “Maturity/ Exchange” above, extensions of the Initial Loan Maturity Date, (c) additional restrictions on the right to exchange Initial Loans for Exchange Notes or any amendment of the rate of such exchange and (d) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (ii) the consent of 100% of the Lenders shall be required with respect to (a) modifications to any of the voting percentages, (b) modifications to the redemption provisions and (c) releases of any significant guarantor. A replacement of Lenders provision will apply in a manner to be agreed.
Expenses and Indemnification:		The Delta East Bridge Facility Documentation shall provide that Delta East shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Arranger associated with the syndication of the Delta East Bridge Facility and the preparation, execution, delivery and administration of the Delta East Bridge Facility Documentation and any amendment, waiver or modification with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Administrative Agent, the Arranger and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Delta East Bridge Facility Documentation.
		The Administrative Agent, the Arranger and the Lenders (and their respective affiliates, controlling persons, officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the proposed transactions, including, but not limited to, the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person.
Governing Law and Forum:		New York.
Counsel to the Administrative Agent and the Arranger:		Simpson Thacher & Bartlett LLP.

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Issuer:		Delta East will issue Exchange Notes under an indenture that complies with the Trust Indenture Act (the “Indenture”). Delta East in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”
Guarantors:		Each of Delta East’s subsidiaries that are guarantors under the Delta East Credit Agreement.
Principal Amount:		The Exchange Notes will be available only in exchange for the Initial Loans on or after the Initial Loan Maturity Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Loan for which it is exchanged. In the case of the initial exchange by Lenders, the minimum amount of Initial Loans to be exchanged for Exchange Notes shall equal 10% of the outstanding principal amount of the Initial Loans on the date of such exchange.
Maturity:		The Exchange Notes will mature on the tenth anniversary of the Closing Date.
Interest Rate:		The Exchange Notes will bear interest at a rate equal to the Initial Rate (as defined below).
		“Initial Rate” shall be determined on the Initial Loan Maturity Date and shall equal the interest rate borne by the Initial Loans on the day immediately preceding the Initial Loan Maturity Date.
		Interest will be payable in arrears at the end of each semi-annual fiscal period.
Subordination:		If applicable, terms similar to those in an indenture governing a high-yield senior subordinated note issue.
Mandatory Redemption:		The Issuer will be required to make an offer to redeem the Exchange Notes (and, if outstanding, prepay the Initial Loans) on a pro rata basis, at par plus accrued and unpaid interest (or, in the case of Fixed Rate Exchange Notes, at par plus accrued and unpaid interest plus any applicable premiums), from the net proceeds (after deduction of, among other things, amounts required to pay any senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, subject to exceptions and baskets to be agreed. In addition, the Issuer will be required to offer to redeem the Exchange Notes upon the occurrence of a change of control (which offer shall be at 101% of the principal amount of such Exchange Notes, plus accrued and unpaid interest).
Optional Redemption:		Subject to the following sentence, the Exchange Notes will be redeemable at the option of the Issuer, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date. If

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		any Exchange Note is sold by a Lender to a third party purchaser, such Lender shall have the right to fix the interest rate on such Exchange Note (a “Fixed Rate Exchange Note”) at a rate equal to the greater of (a) the then applicable rate of interest or (b) upon the representation of such transferring Lender that a higher rate (such higher rate, the “Transfer Rate”) is necessary in order to permit such Lender to transfer such Exchange Note to a third party and receive consideration equal to the principal amount thereof plus all accrued and unpaid interest to the date of such transfer, the Transfer Rate; provided, that such Transfer Rate shall not exceed the absolute and cash maximum interest rates applicable to the Exchange Notes. If such Lender exercises such right, such Exchange Note will be (a) non-callable for the first 5 years from the Initial Loan Maturity Date and (b) thereafter, callable at par plus accrued interest plus a premium equal to (i) 50% of the coupon in effect on the date of sale of such Exchange Note to a third party purchaser or (ii) if the Transfer Rate was used, 50% of the Transfer Rate, which premium in either case shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the maturity of the Exchange Notes, provided that, such call protection shall not apply to any call for redemption issued prior to the sale to such third party purchaser.
		If the Issuer elects to optionally redeem all or any portion of the Exchange Notes, then the Issuer shall be required to optionally prepay on a pro rata basis outstanding Initial Loans, at par plus accrued and unpaid interest.
Registration Rights:		The Issuer will file within 120 days after the Initial Loan Maturity Date, and will use its commercially reasonable efforts to cause to become effective as soon thereafter as practicable, a shelf registration statement with respect to the Exchange Notes (a “Shelf Registration Statement”) or a registration statement relating to a Registered Exchange Offer (as described below). If a Shelf Registration Statement is filed, the Issuer will keep such registration statement effective and available (subject to customary exceptions including various blackout and suspension periods) until the applicable Exchange Notes are resold thereunder but in no event longer than two years from the Closing Date. If within 180 days from the Initial Loan Maturity Date, a Shelf Registration Statement for the Exchange Notes has not been declared effective or the Issuer has not effected an exchange offer (a “Registered Exchange Offer”) whereby the Issuer has offered registered notes having terms identical to the Exchange Notes (the “Substitute Notes”) in exchange for all outstanding Exchange Notes and Initial Loans (it being understood that a Shelf Registration Statement is required to be made available in respect of Exchange Notes the holders of which could not receive Substitute Notes through the Registered Exchange Offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Exchange Notes acquired for its own account as a result of a market making or other trading

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		activities)), then the Issuer will pay liquidated damages of 0.25% per annum (which rate shall increase by an additional 0.25% per annum at the end of each 90-day period, up to a maximum of 1.00% per annum) on the principal amount of Exchange Notes and Initial Loans outstanding to holders thereof who are, or would be, unable freely to transfer Exchange Notes from and including the 181st day after the date of the first issuance of Exchange Notes to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages may be payable, at the option of the Company, in the form of additional Initial Loans or Exchange Notes, as applicable, if the then interest rate thereon exceeds the applicable cash interest rate cap). The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.
Right to Transfer Exchange Notes:		The holders of the Exchange Notes shall have the absolute and unconditional right to transfer such Exchange Notes in compliance with applicable law to any third parties.
Covenants:		Substantially consistent with the indentures governing the Delta East Bonds, except as otherwise agreed.
Events of Default:		Substantially consistent with the indentures governing the Delta East Bonds, except as otherwise agreed.
Governing Law and Forum:		New York.

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Initial Loans:		The Lenders (as defined below) will make unsecured loans (the “Initial Loans”) to Delta West on the Closing Date (as defined below) in an aggregate principal amount not to exceed the amount required to fund any purchases of Delta West Bonds required to be made pursuant to the Change of Control Offers (the “Delta West Bridge Facility”).
Borrower:		Delta West.
Guarantors:		Each of Delta West’s subsidiaries that are guarantors under the Delta West Credit Agreement.
Administrative Agent:		JPMorgan Chase Bank, N.A. (“JPMCB”; in such capacity, the “Administrative Agent”) will act as Administrative Agent for the Lenders holding the Initial Loans from time to time.
Sole Lead Arranger and Sole Bookrunner:		J.P. Morgan Securities Inc. (“JPMorgan”; in such capacity, the “Arranger”).
Lenders:		JPMCB and any other holder of any portion of the Initial Loans or of any commitment to make the Initial Loans are collectively referred to as the “Lenders.”
Use of Proceeds:		The proceeds of the Initial Loans will be used to fund any purchases of Delta West Bonds required to be made pursuant to the Change of Control Offers.
Funding:		The Lenders will make the Initial Loans simultaneously with the consummation of the Transaction. The date on which such Initial Loans are made and the Transaction is consummated is herein called the “Closing Date.”
Maturity/ Exchange:		The Initial Loans will initially mature on the date that is 12 months following the Closing Date (the “Initial Loan Maturity Date”). The maturity of the Initial Loans shall be extended as provided below. If any Initial Loan has not been previously repaid in full on or prior to the Initial Loan Maturity Date, the Lender in respect of such Initial Loan will have the option at any time or from time to time to receive Exchange Notes (the “Exchange Notes”) in exchange for such Initial Loan having the terms set forth in the term sheet attached hereto as Annex I; provided, that a Lender may not elect to exchange only a portion of its outstanding Initial Loans for Exchange Notes unless

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		such Lender intends at the time of such partial exchange of Initial Loans promptly to sell the Exchange Notes received in such exchange. The maturity of any Initial Loans that are not exchanged for Exchange Notes on the Initial Loan Maturity Date shall automatically be extended to the tenth anniversary of the Closing Date.
		The Initial Loans and the Exchange Notes shall be pari passu for all purposes.
Interest:		Prior to the Initial Loan Maturity Date, each Initial Loan will accrue interest at a rate per annum equal to the coupon of the Delta West Bond being purchased with the proceeds of such Initial Loan.
		Such interest rate will increase by an additional 100 basis points at the end of the first six months following the Closing Date and by 50 basis points at the end of the second three months following the Closing Date.
		The interest rate in effect at any time prior to the Initial Loan Maturity Date for any Initial Loan shall not exceed a rate per annum equal to the coupon of the Delta West Bond being purchased with the proceeds of such Initial Loan plus 1.00%. During the period an event of default occurs and is continuing, the interest rate will increase by 200 basis points with respect to any amounts overdue.
		Following the Initial Loan Maturity Date, all outstanding Initial Loans will accrue interest at the rate provided for Exchange Notes in Annex I hereto.
		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.
		Interest will be payable in arrears (a) at the end of each fiscal quarter of Delta West following the Closing Date and on the Initial Loan Maturity Date and (b) for Initial Loans outstanding after the Initial Loan Maturity Date, at the end of each fiscal quarter of Delta West following the Initial Loan Maturity Date and on the final maturity date.
Subordination:		If applicable, the Initial Loans will be subordinated to any senior indebtedness of Delta West on terms similar to those in an indenture governing a high-yield senior subordinated note issue. The subordination provisions will not restrict prepayments of the Initial Loans with proceeds of a permitted refinancing thereof. Delta West will not be permitted to incur any other indebtedness that is subordinated to any senior indebtedness and senior to any other indebtedness of Delta West.
Mandatory Redemption:		On or prior to the Initial Loan Maturity Date, Delta West will be required to prepay Initial Loans on a pro rata basis, at par plus accrued and unpaid interest from the net proceeds (after deduction of, among other things, amounts required, if any, to repay any senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, the incurrence of any debt (other than debt permitted under any senior secured credit facilities, with the exception of any outstanding senior bonds) and

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		the issuance of any equity not applied to the payment of loans under any senior secured credit facility, in each case subject to exceptions and baskets to be agreed. In addition, Delta West will be required to offer to redeem the Initial Loans upon the occurrence of a change of control (which offer shall be at par plus accrued and unpaid interest).
Optional Prepayment:		The Initial Loans may be prepaid, in whole or in part, at the option of Delta West, at any time upon three days’ prior notice, at par plus accrued and unpaid interest, if any, without premium or penalty. If Delta West elects to optionally prepay all or any portion of the Initial Loans, then Delta West shall be required to optionally redeem on a pro rata basis outstanding Exchange Notes, if any, subject to certain circumstances, to the non-call provisions of any Exchange Notes, at par plus accrued and unpaid interest, if any.
Documentation:		Substantially consistent with the Delta West Credit Agreement, with usual and customary changes for a bridge facility to be agreed (such documentation, the “Delta West Bridge Facility Documentation”).
Conditions Precedent:		The availability of the Delta West Bridge Facility shall be conditioned upon the satisfaction of the conditions set forth in Exhibit F.
Representations and Warranties:		Substantially consistent with the Delta West Credit Agreement, with usual and customary changes for a bridge facility to be agreed.
Covenants:		Restrictions on the incurrence of indebtedness, the payment of dividends, redemption of capital stock and making certain investments, the incurrence of liens, the sale of assets and the sale of subsidiary stock, entering into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, entering into affiliate transactions, entering into mergers, consolidations and sales of substantially all the assets of Delta West and its subsidiaries and requirements as to future subsidiary guarantors. Prior to the Initial Loan Maturity Date, the covenants will be more restrictive than those in the Exchange Notes. Following the Initial Loan Maturity Date, the covenants relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Events of Default:		Substantially consistent with the Delta West Credit Agreement, with usual and customary changes for a bridge facility to be agreed. Following the Initial Loan Maturity Date, the events of default relevant to the Initial Loans will automatically be modified so as to be consistent with the Exchange Notes.
Cost and Yield Protection:		Usual for facilities and transactions of this type.
Assignment and Participation:		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to assign Initial Loans and commitments without the consent of Delta West. The Administrative Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation that will release the obligation of the assigning Lender.

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		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld), the Lenders will have the right to participate their Initial Loans to other financial institutions without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.
Voting:		Amendments and waivers of the Delta West Bridge Facility Documentation will require the approval of Lenders holding more than 50% of the outstanding Initial Loans, except that (i) the consent of each affected Lender will be required for (a) reductions of principal or interest rates, (b) except as provided under “Maturity/ Exchange” above, extensions of the Initial Loan Maturity Date, (c) additional restrictions on the right to exchange Initial Loans for Exchange Notes or any amendment of the rate of such exchange and (d) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes and (ii) the consent of 100% of the Lenders shall be required with respect to (a) modifications to any of the voting percentages, (b) modifications to the redemption provisions and (c) releases of any significant guarantor. A replacement of Lenders provision will apply in a manner to be agreed.
Expenses and Indemnification:		The Delta West Bridge Facility Documentation shall provide that Delta West shall pay (a) all reasonable out-of-pocket expenses of the Administrative Agent and the Arranger associated with the syndication of the Delta West Bridge Facility and the preparation, execution, delivery and administration of the Delta West Bridge Facility Documentation and any amendment, waiver or modification with respect thereto (including the reasonable fees, disbursements and other charges of counsel) and (b) all out-of-pocket expenses of the Administrative Agent, the Arranger and the Lenders (including the fees, disbursements and other charges of counsel) in connection with the enforcement of the Delta West Bridge Facility Documentation.
		The Administrative Agent, the Arranger and the Lenders (and their respective affiliates, controlling persons, officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless against, any loss, liability, cost or expense incurred in respect of the proposed transactions, including, but not limited to, the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person.
Governing Law and Forum:		New York.
Counsel to the Administrative Agent and the Arranger:		Simpson Thacher & Bartlett LLP.

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Issuer:		Delta West will issue Exchange Notes under an indenture that complies with the Trust Indenture Act (the “Indenture”). Delta West in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”
Guarantors:		Each of Delta West’s subsidiaries that are guarantors under the Delta West Credit Agreement.
Principal Amount:		The Exchange Notes will be available only in exchange for the Initial Loans on or after the Initial Loan Maturity Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Loan for which it is exchanged. In the case of the initial exchange by Lenders, the minimum amount of Initial Loans to be exchanged for Exchange Notes shall equal 10% of the outstanding principal amount of the Initial Loans on the date of such exchange.
Maturity:		The Exchange Notes will mature on the tenth anniversary of the Closing Date.
Interest Rate:		The Exchange Notes will bear interest at a rate equal to the Initial Rate (as defined below).
		“Initial Rate” shall be determined on the Initial Loan Maturity Date and shall equal the interest rate borne by the Initial Loans on the day immediately preceding the Initial Loan Maturity Date.
		Interest will be payable in arrears at the end of each semi-annual fiscal period.
Subordination:		If applicable, terms similar to those in an indenture governing a high-yield senior subordinated note issue.
Mandatory Redemption:		The Issuer will be required to make an offer to redeem the Exchange Notes (and, if outstanding, prepay the Initial Loans) on a pro rata basis, at par plus accrued and unpaid interest (or, in the case of Fixed Rate Exchange Notes, at par plus accrued and unpaid interest plus any applicable premiums), from the net proceeds (after deduction of, among other things, amounts required to pay any senior secured credit facilities or outstanding senior bonds) of the sale of any assets outside the ordinary course of business, subject to exceptions and baskets to be agreed. In addition, the Issuer will be required to offer to redeem the Exchange Notes upon the occurrence of a change of control (which offer shall be at 101% of the principal amount of such Exchange Notes, plus accrued and unpaid interest).
Optional Redemption:		Subject to the following sentence, the Exchange Notes will be redeemable at the option of the Issuer, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date. If

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		any Exchange Note is sold by a Lender to a third party purchaser, such Lender shall have the right to fix the interest rate on such Exchange Note (a “Fixed Rate Exchange Note”) at a rate equal to the greater of (a) the then applicable rate of interest or (b) upon the representation of such transferring Lender that a higher rate (such higher rate, the “Transfer Rate”) is necessary in order to permit such Lender to transfer such Exchange Note to a third party and receive consideration equal to the principal amount thereof plus all accrued and unpaid interest to the date of such transfer, the Transfer Rate; provided, that such Transfer Rate shall not exceed the absolute and cash maximum interest rates applicable to the Exchange Notes. If such Lender exercises such right, such Exchange Note will be (a) non-callable for the first five years from the Initial Loan Maturity Date and (b) thereafter, callable at par plus accrued interest plus a premium equal to (i) 50% of the coupon in effect on the date of sale of such Exchange Note to a third party purchaser or (ii) if the Transfer Rate was used, 50% of the Transfer Rate, which premium in either case shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the maturity of the Exchange Notes, provided that, such call protection shall not apply to any call for redemption issued prior to the sale to such third party purchaser.
		If the Issuer elects to optionally redeem all or any portion of the Exchange Notes, then the Issuer shall be required to optionally prepay on a pro rata basis outstanding Initial Loans, at par plus accrued and unpaid interest.
Registration Rights:		The Issuer will file within 120 days after the Initial Loan Maturity Date, and will use its commercially reasonable efforts to cause to become effective as soon thereafter as practicable, a shelf registration statement with respect to the Exchange Notes (a “Shelf Registration Statement”) or a registration statement relating to a Registered Exchange Offer (as described below). If a Shelf Registration Statement is filed, the Issuer will keep such registration statement effective and available (subject to customary exceptions including various blackout and suspension periods) until the applicable Exchange Notes are resold thereunder but in no event longer than two years from the Closing Date. If within 180 days from the Initial Loan Maturity Date, a Shelf Registration Statement for the Exchange Notes has not been declared effective or the Issuer has not effected an exchange offer (a “Registered Exchange Offer”) whereby the Issuer has offered registered notes having terms identical to the Exchange Notes (the “Substitute Notes”) in exchange for all outstanding Exchange Notes and Initial Loans (it being understood that a Shelf Registration Statement is required to be made available in respect of Exchange Notes the holders of which could not receive Substitute Notes through the Registered Exchange Offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Exchange Notes acquired for its own account as a result of a market making or other trading

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		activities)), then the Issuer will pay liquidated damages of 0.25% per annum (which rate shall increase by an additional 0.25% per annum at the end of each 90-day period, up to a maximum of 1.00% per annum) on the principal amount of Exchange Notes and Initial Loans outstanding to holders thereof who are, or would be, unable freely to transfer Exchange Notes from and including the 181st day after the date of the first issuance of Exchange Notes to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages may be payable, at the option of the Company, in the form of additional Initial Loans or Exchange Notes, as applicable, if the then interest rate thereon exceeds the applicable cash interest rate cap). The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.
Right to Transfer Exchange Notes:		The holders of the Exchange Notes shall have the absolute and unconditional right to transfer such Exchange Notes in compliance with applicable law to any third parties.
Covenants:		Substantially consistent with the indentures governing the Delta West Bonds, except as otherwise agreed.
Events of Default:		Substantially consistent with the indentures governing the Delta West Bonds, except as otherwise agreed.
Governing Law and Forum:		New York.

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	(a) Each applicable party shall have executed and delivered the Credit Documentation.
	(b) The Acquisition shall be or shall have been consummated in accordance with the Merger Agreement (which consummation shall occur substantially simultaneously with the Closing Date and the funding of the Incremental Tranche B Delta West Facility and, if applicable, the Holdco Facilities), 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 Commitment Parties without the consent of the Administrative Agent, the terms of which consent shall not be unreasonably withheld or delayed.
	(c) Representations and warranties in respect of due authorization, execution and delivery of the Credit Documentation; legality, validity, binding effect and enforceability of the Credit Documentation; execution and delivery of the Credit Documentation and consummation of the Transaction not violating material laws; and validity and perfection of the security interests in the collateral (subject to liens permitted by the Credit Documentation) shall be true and correct in all material respects, subject in each case to customary exceptions or qualifications.
	(d) The Administrative Agent shall have received the results of a recent lien search in each relevant jurisdiction with respect to the Company and its subsidiaries (including the Target and its subsidiaries), and such search shall reveal no liens on any of the assets of the Company and its subsidiaries (including the Target and its subsidiaries) except for liens permitted by the credit documentation and existing bonds or credit agreements or liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.
	(e) All documents and instruments required to perfect or continue the Administrative Agent’s security interest in the collateral under the Facilities, to the extent applicable, (including delivery of stock certificates and undated stock powers executed in blank) shall have been executed and be in proper form for filing, subject only to exceptions satisfactory to the Administrative Agent.
	(f) The Administrative Agent shall have received such legal opinions (including opinions (i) from counsel to the Company and its subsidiaries and (ii) from such special and local counsel as may be reasonably required by the Administrative Agent), corporate delivery documents, certificates and instruments as are customary for transactions of this type.
	(g) As a condition to the funding of the Holdco Facilities, each of the Company and the Target shall have delivered preliminary offering memoranda or preliminary prospectuses relating to the Holdco Notes usable in a customary high-yield road show and the investment bank engaged to place the Holdco Notes shall have been afforded an opportunity following the receipt of such documentation to attempt to place the Holdco Notes with qualified purchasers thereof.

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		Please mark your vote in blue or black ink as indicated in this example		þ

1.				o  FOR		o  AGAINST		o  ABSTAIN
		Proposal to adopt the Agreement and Plan of Merger dated as of October 3, 2005, by and among Dex Media, Inc., R.H. Donnelley Corporation and Forward Acquisition Corp., a wholly owned subsidiary of R.H. Donnelley Corporation, and approve the merger of Dex Media with and into Forward Acquisition Corp.
2.				o  FOR		o  AGAINST		o  ABSTAIN
		Proposal to approve adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement and approve the merger

Date: ---------------------------------------------
		Signature
		Signature (if held jointly)
		(Please sign exactly as your name appears hereon. If stock is registered in more than one name, each holder should sign. If signing as an attorney, administrator, executor, guardian or trustee, please add your title as such. If executed by a corporation or other entity, the proxy should be signed by a duly authorized officer or other representative.)